11th Dec 2008 07:00
Huntsworth PLC 11 December 2008
Huntsworth PLC Extraordinary General Meeting in relation to a reorganisation of share capital, share issuance and buy back authorities
Huntsworth plc announces its intention to hold an Extraordinary General Meeting on 30 December 2008 in order to reorganise its share capital. The share capital reorganisation will subdivide and convert each issued ordinary share of 50p in the capital of Huntsworth PLC ("Huntsworth" or the "Company") into one new ordinary share of 1p nominal value and one deferred share of 49p nominal value (the "Share Capital Reorganisation").
Background
On 10 December 2008, the FTSE Europe/Middle East/Africa Regional Committee decided that Huntsworth, along with a number of other companies, should cease to be a constituent of the FTSE All-Share Index. In view of that decision and the Company's recent share price performance, the Board considers the Share Capital Reorganisation to be desirable to give the Company flexibility, particularly given Huntsworth's strong balance sheet, to buy back its own shares. Authority is being sought from shareholders for the Company to make market purchases of up to 14.9 per cent. of the Company's existing issued share capital and the Company currently intends to carry out a buy back programme to acquire up to £5 million of shares in the Company in the period ending at the next annual general meeting of the Company which is expected to be held in May 2009. If it is considered appropriate at the time, a mandate will be put in place to allow market purchases by the Company to continue during close periods.
Buyback authority
The power to buy back shares (or to give an irrevocable mandate to do so) will only be exercised if the Directors are satisfied at the time that any such purchases are in the interests of the Company and will increase the expected earnings per share. The Directors will also carefully consider the extent of the Company's borrowings and its general financial position. Any shares purchased in this way would be cancelled or held in treasury.
Share Capital Reorganisation
It is proposed to subdivide and convert each issued ordinary share of 50p in the capital of Huntsworth (each an "Existing Ordinary Share") into one new ordinary share of 1p nominal value (a "New Ordinary Share") and one deferred share of 49p nominal value (a "Deferred Share"). Each Shareholder's proportionate interest in the Company's issued ordinary share capital will remain unchanged as a result of the Share Capital Reorganisation.
Each New Ordinary Share will have the same rights (including voting and dividend rights and rights on a return of capital) as each Existing Ordinary Share has prior to the Share Capital Reorganisation. The rights attaching to the Deferred Shares, which will not be listed and which will not be freely transferable, will render them effectively worthless.
An application will be made to the UK Listing Authority and to the London Stock Exchange for the New Ordinary Shares to be admitted to the Official List of the UK Listing Authority and to trading on the London Stock Exchange's market for listed securities. It is expected that admission of the New Ordinary Shares to the Official List of the UK Listing Authority and to trading on the London Stock Exchange will become effective and that dealings will commence in such New Ordinary Shares at 8.00 a.m. on 31 December 2008.
Substitution of share issuance authorities
In connection with the Share Capital Reorganisation, the Board of Huntsworth will also propose the substitution of its existing authority (granted at the most recent Huntsworth annual general meeting held on 15 May 2008) to allot shares in the Company and to disapply pre-emption rights in respect of certain shares to be allotted. The new authorities will take into account the Share Capital Reorganisation by reducing the aggregate nominal value of shares to which the authorities relate to reflect the reduction in nominal value of the ordinary shares.
Recommendation
The Directors recommend that shareholders vote in favour of all the resolutions to be proposed at the Extraordinary General Meeting, as they have undertaken to do in respect of their own beneficial holdings.
In accordance with the UKLA Listing Rules requirements, copies of the Extraordinary General Meeting Circular, Notice of Extraordinary General Meeting and Form of Proxy are being submitted to the UK Listing Authority today and will shortly be available for inspection at the UK Listing Authority's Document Viewing Facility which is situated at:
Financial Services Authority
25 The North Colonnade Canary Wharf London E14 5HS
Tymon Broadhead
Company Secretary Tel: 020 7224 8778
11 December 2008
Related Shares:
HNT.L