11th Jun 2009 07:00
Euromoney Institutional Investor PLC (the "Company")
Scrip Alternative to an Interim Dividend - Scrip Reference Price
This announcement should be read in conjunction with the announcement by the Company on May 14 2009 of an interim dividend of 6.25 pence per ordinary share in the Company ("Ordinary Share") in respect of the Company's interim financial results for the six months ended March 31 2009 (the "Interim Dividend"), and the accompanying announcement of the offer of a scrip alternative to the Interim Dividend (the "Scrip Alternative Announcement"). Terms defined in the Scrip Alternative Announcement will have the same meaning in this announcement unless otherwise defined.
The Company announces that the Scrip Reference Price in respect of the Scrip Alternative is 218.53 pence (being the average of the middle market quotations of an Ordinary Share as derived from the Daily Official List for the fifteen successive dealing days commencing with May 20 2009 (being the date on which Ordinary Shares were first quoted "ex-dividend" in respect of the Interim Dividend) and ending on June 10 2009). Shareholders entitled to receive the Interim Dividend and holding at least 35 Ordinary Shares or more may elect to receive, for every 34.97 Ordinary Shares (rounded up to the nearest Ordinary Share) registered in their names at the close of business on May 22 2009, one new Ordinary Share credited as fully paid (a "New Ordinary Share") instead of the Interim Dividend. The New Ordinary Shares will, when issued, rank pari passu in all respects with existing Ordinary Shares, including the right to receive all dividends declared after the date of issue. All elections will be subject to the fulfilment of the conditions specified herein and the Mandate Form.
CREST shareholders may make this election in respect of 35 Ordinary Shares or any multiple of 34.97 Ordinary Shares, rounded up to the nearest Ordinary Share, but will only be entitled to receive a whole number of New Ordinary Shares. Certificated Shareholders can only make this election in respect of their entire shareholding. Fractions of a New Ordinary Share cannot be allotted and entitlements to New Ordinary Shares will be rounded down accordingly. For more details, please see paragraph 3 of the Scrip Alternative Announcement.
The timetable for the Interim Dividend and the Scrip Alternative is set out below:
Announcement of the Interim Dividend and the
Scrip Alternative May 14 2009
Ordinary Shares quoted ex-dividend: May 20 2009
Record date for the Interim Dividend: May 22 2009
Announcement of the scrip reference price
for the Scrip Alternative June 11 2009
Latest date for receipt by Dexia Banque
Internationale a Luxembourg ("Dexia BIL")
of written instructions from IDR holders: June 26 2009 (9.30am)
Last date for receipt by the Company's
Registrars of Mandate Forms/Revocations of Election: July 3 2009 (3.00pm)
Payment date for the Interim Dividend
(and first date of trading for the New Ordinary Shares): July 16 2009
Procedure to elect for the Scrip Alternative
For shareholders holding Ordinary Shares in certificated form
For those shareholders who have already completed a Mandate Form in relation to the Scrip Dividend Scheme and sent this form to the Company's Registrars, Capita Registrars, and who wish to receive New Ordinary Shares instead of cash in relation to the Interim Dividend, no further action is required.
For those shareholders who have already completed a Mandate Form in relation to the Scrip Dividend Scheme but who wish to revoke their election in that Mandate Form, such shareholders should write to the Company's Registrars, Capita Registrars, New Issues, The Registry, 34 Beckenham Road, Beckenham, Kent, BR3 4TU (the "Registrars") giving notice that they wish to revoke their election. Notice of such revocation must be received by no later than 3.00 pm on July 3 2009 to be effective.
For those shareholders who have not completed a Mandate Form in relation to the Scrip Dividend Scheme, and who wish to elect to receive New Ordinary Shares instead of cash in relation to the Interim Dividend, such shareholders should contact the Registrars on their shareholder helpline telephone number: 0871 664 0300 (calls cost 10p per minute plus network extras) and should request a copy of the Mandate Form to be sent to them. The Mandate Form will be posted to such shareholders at their registered address in the Company's register of members. Following receipt by the requesting shareholder, the Mandate Form should be completed and returned to Capita Registrars, at the above address, so as to be received by them no later than 3.00 pm on July 3 2009.
For those shareholders who have not completed a Mandate Form in relation to the Scrip Dividend Scheme and who wish to receive the Interim Dividend in cash, no further action is required.
For shareholders holding Ordinary Shares in uncertificated form (CREST shareholders)
For those shareholders who hold their shares in uncertificated form, an election to receive New Ordinary Shares (instead of cash) under the Scrip Alternative to the Interim Dividend can only be made through CREST in accordance with paragraph 8 of the Scrip Alternative Announcement. The attention of such shareholders is drawn to paragraph 8 referred to above. If such shareholders do not wish to elect for the Scrip Alternative, then no further action is required, as confirmed in paragraph 8 referred to above.
For holders of International Depositary Receipts ("IDRs") in respect of Ordinary Shares
In order to receive the Interim Dividend, holders of IDRs must deposit coupon number 44, which they must detach from their IDRs, with Dexia BIL or any of the agents mentioned on the IDRs. If IDR holders wish to elect to receive New Ordinary Shares (instead of cash) under the Scrip Alternative, they must, in addition to depositing coupon number 44, give directions in writing as to their election to take up the Scrip Alternative to Dexia BIL, Income Collection Department, of 69 route d'Esch, L-2953 Luxembourg or to the selected agent mentioned on the IDRs at their address therein stated. Such directions must be received by Dexia BIL or such selected agent mentioned on the IDRs, and such deposit must be made with them, not later than 9:30 am on June 26 2009.
No acknowledgements of Mandate Forms will be issued. A statement will, however, be sent with each share certificate issued under the Scrip Alternative showing:
the number of Ordinary Shares held on the record date;
the number of New Ordinary Shares allotted;
the total cash equivalent; and
the income tax treated as paid.
If for any reason a shareholder's Ordinary Shares are registered in more than one holding and such shareholder therefore receives more than one Mandate Form then, unless the holdings are consolidated before July 3 2009, they will be treated for all purposes as separate and separate Mandate Forms should be completed accordingly.
As at the date of this document there are 111,602,676 Ordinary Shares in issue. If none of the New Ordinary Shares being offered were to be taken up, a total cash dividend of £6,972,284 would be paid. If all shareholders elected to receive New Ordinary Shares in respect of their holdings, 3,190,064 New Ordinary Shares would be issued, representing an increase of 3 per cent. in the Company's current issued ordinary share capital.
On the basis that no elections to take up the Scrip Alternative are received, the total applicable tax credit would be £774,698.
If the Share Price Falls
For the protection of shareholders, an election to take up the Scrip Alternative will automatically become void if, on July 3 2009 (the last date for receipt of Mandate Forms) the middle market price for an Ordinary Share, as derived from the Daily Official List, is 185.75 pence or less, being 15 per cent. or more below the price on which the entitlement to New Ordinary Shares has been calculated. If the Ordinary Share price should fall to that level after July 3 2009, shareholders elections will remain in force. If an election to take up the Scrip Alternative automatically becomes void pursuant to this provision, Mandate Forms will remain in force in respect of future Relevant Dividends.
Related Shares:
ERM.LDMGT.L