6th Jun 2005 07:00
National Grid Transco PLC06 June 2005 6 June 2005 National Grid Transco plc £2 billion return of cash to shareholders National Grid Transco plc ("National Grid Transco" or the "Company") announcesthat it is posting a circular to its shareholders and convening an extraordinarygeneral meeting, to be held on 25 July 2005, to obtain shareholder approval forthe proposed return of £2 billion of cash to shareholders. Return of cash to shareholders On 1 June 2005 the Company announced the completion of the sales of four of itsgas distribution networks. As previously announced, £2 billion of the cashproceeds from the sales will be used to fund a return of cash to shareholders of65 pence per ordinary share. This return of cash is to be implemented through anissue of B shares and a capital reorganisation and is subject to approval byshareholders. Subject to such approval, shareholders will receive one B sharefor every existing ordinary share, and will be able to elect between thefollowing alternatives: • Single B share dividend: to receive a single dividend of 65 pence per B share for some or all of their B shares. Following this, the B shares for which a shareholder has chosen to receive the single dividend payment will automatically be converted into deferred shares which will have negligible value. • Initial repurchase offer: to sell some or all of their B shares to JPMorgan Cazenove for 65 pence per B share, free of all dealing expenses and commissions. • Future repurchase offers: to retain some or all of their B shares and have the opportunity to sell them on certain future dates for 65 pence per B share, free of all dealing expenses and commissions. Election forms in respect of these alternatives and the circular will be sent toshareholders on or around 15 June 2005 along with the papers for the annualgeneral meeting to be held on 25 July 2005. Shareholders who do not elect forany of these alternatives will by default receive the single B share dividendfor all of their B shares. In conjunction with the return of cash, a capital reorganisation will beundertaken. Existing ordinary shares will be subdivided and consolidated so thatshareholders will receive 43 new ordinary shares for every 49 existing ordinaryshares they own as at 5.00pm on 29 July 2005. The intention is that, subject tonormal market movements, the share price of one new ordinary share immediatelyafter listing should be approximately equal to the share price of one existingordinary share immediately beforehand. The ratio used for the capitalreorganisation has been set by reference to the closing price of 546 pence perexisting ordinary share on 3 June 2005 (being the latest practicable date priorto the posting of documents to shareholders on 15 June 2005) after adjusting forthe proposed final dividend of 15.2 pence per existing ordinary share. Newordinary shares will be traded on the London Stock Exchange in the same way asexisting ordinary shares and will be equivalent to the existing ordinary sharesin all material respects, including their dividend, voting and other rights. Theeffect of the consolidation will be to reduce the number of issued ordinaryshares to reflect the return of 65 pence per B share to shareholders, butshareholders will own the same proportion of National Grid Transco as they didpreviously, subject to adjustments for fractional entitlements. A number of changes to the articles of association of the Company are requiredin order to implement the return of cash. Full details of the return of cash and associated capital reorganisation arecontained in the circular. A separate memorandum providing details of the return of cash will be sent toholders of American Depositary Receipts ("ADRs") and shareholders withregistered addresses in the United States ("US Shareholders") to set out theimpact of the return of cash on their holdings in National Grid Transco. Inconnection with the return of cash to holders of ADRs the Company will undertakea tender offer pursuant to the United States Securities Exchange Act of 1934 (asamended). Timetable An extraordinary general meeting ("EGM") is being convened for 2.15pm or, iflater, immediately following the annual general meeting ("AGM") on 25 July 2005,to seek shareholder approval for the return of cash to shareholders. Expected timetable of principal events 2005Ex-dividend date for the final dividend 8 JuneRecord date for the final dividend 10 JuneCombined mailing of AGM and EGM papers 15 JuneLatest time and date for receipt of form of proxy for EGM 2.15pm on 23 JulyEGM 2.15pm on 25 JulyLatest time and date for dealings in existing ordinary shares 4.30pm on 29 JulyRecord time and date for the capital reorganisation. Existing ordinary share 5.00pm on 29 Julyregister closed and existing ordinary shares disabled in CRESTNew ordinary shares and B shares admitted to the Official List and admitted 8.00am on 1 Augustto trading on the London Stock Exchange's market for listed securitiesDealings in the new ordinary shares and B shares commence and enablement in 8.00am on 1 AugustCREST. New ordinary shares and B shares entered into CRESTLatest time for receipt of election forms and USE instructions from CREST 4.30pm on 5 Augustholders in relation to the B share alternativesB share record time and date 4.30pm on 5 AugustSingle B share dividend declared and B shares in respect of which the single 8 AugustB share dividend is payable convert into deferred sharesJPMorgan Cazenove accepts B Shares for purchase under the initial repurchase 8 Augustoffer by means of an announcement on the Regulatory News Service of theLondon Stock ExchangeDespatch of new ordinary share certificates, retained B share certificates, 22 Augustsale advices, cheques in respect of the single B share dividend and/or Bshares purchased under the initial repurchase offer, as appropriate andcheques for fractional entitlements, and CREST accounts creditedFinal dividend payment date 24 August In the United States, National Grid Transco will file a Tender Offer Statementcontaining the circular, the US supplemental memorandum, the election form andthe letter of election and transmittal for US Shareholders and ADR holders,respectively, and other related documentation with the Securities and ExchangeCommission (the "SEC") on Schedule TO. Free copies of the Schedule TO and theother related documents to be filed by National Grid Transco in connection withthe B share alternatives will be available from the date the circular and the USsupplemental memorandum are mailed to US Shareholders and ADR holders on theSEC's website at http://www.sec.gov. Enquiries: National Grid Transco plcInvestorsAlexandra Lewis +44 (0)20 7004 3170David Campbell +44 (0)20 7004 3171Richard Smith +44 (0)20 7004 3172 MediaClive Hawkins +44 (0)20 7004 3147 JPMorgan Cazenove, Broker to National Grid TranscoJonathan Wilcox +44 (0)20 7588 2828Matthew Lawrence +44 (0)20 7588 2828 Citigate Dewe Rogerson, PR Advisers to National Grid TranscoAnthony Carlisle +44 (0)7973 611888 This information is provided by RNS The company news service from the London Stock ExchangeRelated Shares:
National Grid