1st Aug 2006 08:14
Topps Tiles PLC01 August 2006 1 August 2006 Topps Tiles plc Return of Cash Results of elections Topps Tiles plc (the "Company") announces the results of elections byShareholders for the Share Alternatives being made available by the Companypursuant to the Return of Cash which was approved by Shareholders at theCompany's EGM yesterday. The terms of the Return of Cash gave Shareholders (other than US Holders) achoice between receiving cash in a way that would be treated as income(Alternative 1), deferred income (Alternative 2) or capital (Alternative 3) forUK tax purposes. Shareholders could elect for Alternative 1, Alternative 2 orAlternative 3 or a combination of these Share Alternatives in respect of theirholding of Existing Ordinary Shares. As at the close of the Election Period, being 4.30 p.m. (London time) on 31 July2006, the results of elections were as follows: Number of Existing Ordinary Shares Alternative 1 (income) 38,739,832Alternative 2 (deferred income) 269,052Alternative 3 (capital) 137,247,422Total elections 176,256,306The C Share Choices:Capital option 115,295,765Single C Share Dividend 21,836,280Deferred receipt option 115,377Total Alternative 3 elections 137,247,422 US Holders, and Shareholders who have not elected for any of the ShareAlternatives, are deemed to have elected for Alternative 1 in respect of all oftheir Existing Ordinary Shares. Valid elections to receive Alternative 3 have been received in respect of137,247,422 Existing Ordinary Shares. Since no more than 37,000,000 B Shares canbe issued, elections for B Shares have been scaled back pro rata (as nearly asmay be) to the number of B Shares which each Shareholder has elected to receive.The excess number of Shareholder Entitlements has resulted in Shareholders whoelected for Alternative 3 together receiving 100,247,422 C Shares, as well as37,000,000 B Shares. Shareholders who have elected for Alternative 3 can change their C Share Choicein respect of these C Shares between today and 3.00pm on 4 August 2006 bywithdrawing their original Election Form and submitting a revised election formmaking a new C Share Choice in respect of all the C Shares they have receivedunder Alternative 3. Further details of the relevant withdrawal rights arecontained in paragraph 14 of Part 4 of the circular to Shareholders dated 7 July2006. Additional information on how to exercise these withdrawal rights inrespect of Existing Ordinary Shares held in CREST is contained in paragraph 4 ofPart 10 of the circular. Shareholders who wish to switch between, or modifytheir original elections for, Alternatives 1 and 2 can also exercise thesewithdrawal rights. Shareholders who have not already elected for Alternative 3cannot now make an election for this Share Alternative. Share certificates will be issued, and CREST accounts will be credited, only inrespect of C Shares that are issued under Alternative 2 and Alternative 3 (tothe extent that the relevant Shareholder has elected to retain any C Shareswhich he receives pursuant to Alternative 3 and receive the C Share ContinuingDividend and be subject to the Compulsory Purchase Procedure in respect ofthem). No B Shares or C Shares will be listed or traded on London Stock Exchangeor on any other recognised investment exchange. Expected timetable of outstanding principal events:Latest time for receipt of notices of withdrawal and ESA 3.00pm on 4instructions from CREST holders in relation to withdrawal or Augustmodification of elections for Share Alternatives and C ShareChoices Single C Share Dividend declared and C Shares in respect of 8 August 2006which the Single C Share Dividend is payable automaticallyconvert into Deferred Shares KBC Peel Hunt makes the Purchase Offer by means of an 8.00am on 8announcement on the Regulatory News Service of London Stock August 2006Exchange B Shares redeemed 14 August 2006 Cheques issued/CREST accounts credited in respect of the Single 14 August 2006C Share Dividend, the redemption of the B Shares and fractionalentitlements, together with tax vouchers Cheques issued/CREST accounts credited in respect of the 14 August 2006purchase of C Shares by KBC Peel Hunt CREST accounts credited in respect of C Shares retained 14 August 2006 Despatch of New Ordinary Share certificates and retained C Share 14 August 2006certificates References to times in this announcement are to London time. Definitions used in the circular to shareholders dated 7 July 2006 apply to this announcement. Enquiries: Barry Bester - Chairman 01625 446 700Nicholas Ounstead - CEO 01625 446 700 Sarah Landgrebe Bell Pottinger Corporate & Financial 020 7861 3232 Megan MacIntyreKBC Peel Hunt Ltd 020 7418 8900 This information is provided by RNS The company news service from the London Stock ExchangeRelated Shares:
Topps Tiles