2nd Mar 2006 17:44
Ladbrokes PLC02 March 2006 Ladbrokes plc(the "Company") 2 March 2006 Notice of Meeting and Circular Posted On 23 February 2006, the Company announced that it had completed the disposal ofits hotel division to Hilton Hotels Corporation and that, having completed itscapital structure review, the Board now proposed to recommend the payment (toshareholders on the register, or, in the case of newly issued ordinary shares,entitled to be on the register, at 6.00 p.m. on 13 April 2006) of a finaldividend for the financial year ended on 31 December 2005 of 6.6 pence perordinary share ("Final Dividend") and a special dividend of 233.4 pence perordinary share ("Special Dividend"). The change of the Company's name toLadbrokes plc, the resignations of David Michels, Brian Wallace and Ian Carteras Directors and appointment of Rosemary Thorne, John O'Reilly and Alan Ross tothe Board also became effective on that date. The Company has today posted a Circular to its Shareholders containing a Noticeconvening an extraordinary general meeting to be held at The London Hilton onPark Lane, 22 Park Lane, London W1K 1BE at 11.00 a.m. on Wednesday 29 March 2006at which resolutions will be proposed to approve the Final Dividend, the SpecialDividend and the consolidation of its ordinary shares, to renew its authority tomake market purchases of ordinary shares and to adopt new Articles ofAssociation. Subject to the passing of the necessary resolutions, with effect from 6.30 p.m.on 13 April 2006 every 17 existing ordinary shares will be replaced with 6 newordinary shares. If a shareholding is not exactly divisible by 17, the consolidation will resultin an entitlement to a fraction of a new ordinary share. These entitlementswill be aggregated and sold in the market at the best price reasonablyobtainable and the net proceeds of sale, after deduction of the expenses ofsale, will be sent to Shareholders unless the amount otherwise due to aShareholder is less than £1.00. Amounts of less than £1.00 will be aggregatedand paid to charity. It is expected that the new ordinary shares with a nominal value of 281/3 pencearising from this consolidation will start trading ex-Final Dividend andex-Special Dividend on 18 April 2006. It is also expected that paymentinstructions will be issued, and cheques despatched, for the Final and SpecialDividends (which will be paid to shareholders as a single amount) on 25 April2006. The dividend re-investment plan will not be available in respect of the FinalDividend or the Special Dividend. LGF (Jersey) Limited (formerly known as Hilton Group Finance (Jersey) Limited)will today give notice to holders of the £300,000,000 3.375 per cent.convertible bonds due 2010 issued by LGF (Jersey) Limited and guaranteed by theCompany that, subject to the passing of the resolutions to approve theconsolidation of the ordinary shares of the Company and the Final and SpecialDividends and assuming that the dates and times of each of the consolidation ofthe Company's ordinary shares and the record date and date of payment for theFinal and Special Dividends are not amended by the Directors of the Company, theExchange Price of the convertible bonds will be adjusted as follows: (i) as regards the consolidation of the ordinary shares, witheffect from 6.30 p.m. (London time) on 13 April 2006 the Exchange Price will beadjusted from its current price of 260 pence per ordinary share to 736 pence perordinary share; and (ii) as regards the Final Dividend and the Special Dividend,with effect from the date of the payment of those Dividends (25 April 2006), theExchange Price will be further adjusted to 293 pence per ordinary share but withretrospective effect to 6.00 p.m. (London time) on the record date for theDividends (13 April 2006). For the purposes of calculating the above adjustments to the Exchange Price, theCompany has received an opinion of JPMorgan Cazenove Limited acting as anindependent investment bank appointed by the Company and approved by The LawDebenture Trust Corporation p.l.c. (acting as trustee for the holders of theconvertible bonds) in accordance with the terms and conditions of theconvertible bonds and the articles of association of LGF (Jersey) Limited. Enquiries:Alex Pagett Julian Arlett Ciaran O'BrienCorporate Affairs Director Head of Investor Relations Head of Public RelationsMobile: +44 (0) 7974 229 888 Mobile: +44 (0) 7974 229 462 Mobile: +44 (0) 7976 180 173 This information is provided by RNS The company news service from the London Stock ExchangeRelated Shares:
Ladbrokes Coral