Results of B Share Scheme Election

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF THAT JURISDICTION

21 July 2014

BOOKER GROUP PLC ("BOOKER" OR THE "COMPANY")

RETURN OF CAPITAL TO SHAREHOLDERS: RESULTS OF B SHARE SCHEME ELECTION

Following approval by Shareholders of the Return of Capital and certain related matters at the Annual General Meeting of the Company held on 9 July 2014, the Company today provides an update in respect of the Return of Capital by way of the B Share Scheme.

Results of B Share Scheme election

As at the Election Deadline of 3.00 p.m. on 18 July 2014, Shareholders' elections or, as the case may be, deemed elections for the Redemption Alternatives in respect of the B Share Scheme were as follows:

Shareholders who did not make a valid election and all Overseas Shareholders resident, or with a registered address in the United States, Australia, Japan, Canada, the Republic of South Africa, New Zealand or any other Restricted Territory have been deemed to have elected for the Initial Redemption Option in respect of all of their Ordinary Shares.

1,743,934,763 B Shares of 3.5 pence each will be issued later today.

No application will be made to the UK Listing Authority or to the London Stock Exchange for any of the B Shares to be admitted to the Official List or to trading on the London Stock Exchange's main market for listed securities, nor will the B Shares be listed or admitted to trading on any other securities or investment exchange.

Redemption of B Shares - Initial Redemption Option

The 1,740,934,613 B Shares to be issued pursuant to the Initial Redemption Option are expected to be redeemed tomorrow for 3.5 pence per B Share. Following the redemption, such B Shares will be cancelled. No share certificates will be issued in respect of these B Shares.

It is expected that Shareholders entitled to receive payments in respect of the proceeds of the redemption of B Shares to be issued pursuant to the Initial Redemption Option will be sent cheques or, if Shareholders held their Ordinary Shares in CREST, will have their CREST accounts credited, by 29 July 2014. 

Redemption of B Shares - Deferred Redemption Option

The 3,000,150 B Shares to be issued pursuant to the Deferred Redemption Option are expected to be redeemed on 30 April 2015 for 3.5 pence per B Share. Following the redemption, such B Shares will be cancelled. Share certificates in respect of these B Shares which are not held in CREST are expected to be despatched on 29 July 2014.

It is expected that Shareholders entitled to receive payments in respect of the proceeds of the redemption of B Shares to be issued pursuant to the Deferred Redemption Option will be sent cheques or, if Shareholders held their Ordinary Shares in CREST, will have their CREST accounts credited, by 7 May 2015. 

For more information please contact:

Tulchan Communications (PR Adviser to the Company)

Tel: 020 7353 4200

Attn: Susanna Voyle / Will Smith

Important information

The terms defined in the circular to shareholders in relation to the Return of Capital dated 30 May 2014 have the same meanings when used in this announcement. Unless otherwise stated, references to time contained in this announcement are to London time.

This announcement does not constitute an offer to sell, an invitation to induce an offer or a solicitation of an offer to buy or subscribe for securities, nor shall there be any sale of B Shares, in or from any jurisdiction in which such offer, invitation, solicitation or sale would be unlawful.

None of the B Shares have been or will be registered under the US Securities Act or the state securities laws of the United States and none of them may be offered or sold in the United States or to any US persons unless pursuant to a transaction that has been registered under the US Securities Act and the relevant state securities laws or a transaction that is not subject to the registration requirements of the US Securities Act and the state securities laws, either due to an exemption therefrom or otherwise.