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IMI plc announces the terms of its proposed return of £620 million to shareholders and share capital consolidation
- Return of 200 pence per existing ordinary share in the capital of IMI plc ("Existing Ordinary Share") (the "Return of Cash")
- Consolidation of every 8 Existing Ordinary Shares into 7 new ordinary shares ("New Ordinary Shares") (the "Share Capital Consolidation")
IMI plc ("IMI" or the "Company") today announces the terms of its Return of Cash to IMI shareholders ("Shareholders"), following the completion of the disposal of its Beverage Dispense and Merchandising divisions as announced on 2 January 2014. The Company intends to return 200 pence per Existing Ordinary Share to Shareholders on the register as at 6.00 p.m. on 14 February 2014 (the "Record Time"), which amounts to approximately £620 million in aggregate. The Return of Cash is being structured as a "B and C share" scheme to allow Shareholders, subject to applicable overseas restrictions, to elect to receive their cash proceeds as an immediate income payment, an immediate capital payment, a deferred capital payment or any combination of the three (the "Alternatives").
Key elements of the proposed Return of Cash
- All Shareholders will be entitled to receive 200 pence per Existing Ordinary Share;
- Shareholders, subject to restrictions in respect of US Shareholders and certain other overseas Shareholders (as referred to below), can elect to receive their cash proceeds of 200 pence per Existing Ordinary Share as: (i) an immediate income payment (the "Income Option"); (ii) an immediate capital payment (the "Immediate Capital Option"); (iii) a capital payment deferred until after 7 April 2014 (the "Deferred Capital Option"); or (iv) any combination of the above;
- Shareholders who do not make a valid election, and all Shareholders with a registered address in the United States, Canada, Australia, New Zealand or Japan or who are resident or located in one of those jurisdictions (together, "Restricted Shareholders"), will be deemed to have elected for the Income Option in respect of all of their entitlement to the Return of Cash;
- the Return of Cash is conditional upon Shareholder approval, which will be sought at a general meeting of the Company to be held at 10.00 a.m. on 13 February 2014 (the "General Meeting");
- the latest time and date for receipt of Shareholders' elections will be 4.30 p.m. on 14 February 2014;
- it is expected that payments will be made in respect of the Income Option and the Immediate Capital Option by 10 March 2014; and
- it is expected that payments will be made in respect of the Deferred Capital Option by 21 April 2014.
Share Capital Consolidation
Alongside the Return of Cash, the Company proposes a consolidation of its ordinary share capital in order to maintain (subject to normal market fluctuations) the market price for IMI ordinary shares at approximately the same level as prevailed immediately prior to the implementation of the Return of Cash. Accordingly, Shareholders will receive 7 New Ordinary Shares in substitution for every 8 Existing Ordinary Shares held at the Record Time. The effect of this Share Capital Consolidation will be to reduce the number of IMI ordinary shares in issue to reflect the return of 200 pence per Existing Ordinary Share to Shareholders under the Return of Cash. However, Shareholders will own the same proportion of the Company as they did beforehand, subject to fractional entitlements.
A shareholder circular (the "Circular") containing the full terms and conditions of the Return of Cash and the Share Capital Consolidation, a notice convening the General Meeting and instructions to Shareholders on making an election as to how they wish to receive their proceeds of the Return of Cash, together with an election form and a proxy form, are expected to be posted to Shareholders later today. The Circular will also be available on the Company's website at www.imiplc.com. A copy of the Circular will be submitted to the National Storage Mechanism and will shortly be available for inspection at: http://www.hemscott.com/nsm.do.
Terms used in this announcement but which are otherwise undefined shall have the same meanings as set out in the Circular.
This summary should be read in conjunction with the full text of the announcement, including the cautionary statements therein, and the Circular.
Equiniti Shareholder Helpline
Tel: 0871 384 2917 (and +44 121 415 0129 from outside the UK)
The Shareholder helpline will be available between the hours of 8.30 a.m. and 5.30 p.m. Monday to Friday (except UK public holidays) and will remain open until 2 May 2014. Please note that calls to the Shareholder helpline numbers may be monitored or recorded. Calls to 0871 384 2917 are charged at 8 pence per minute (excluding VAT) plus your standard network charge. Calls to +44 121 415 0129 from outside the UK are chargeable at applicable international rates.
Enquiries to:
| Will Shaw | IMI | Tel: +44 (0)121 717 3712 |
| Suzanne Bartch Robert Morgan |
StockWell Communications | Tel: +44 (0)20 7240 2486 |
| Edmund Byers James Thomlinson |
J.P. Morgan Cazenove | Tel: +44 (0)20 7777 2000 |
| Andrew Seaton Christopher Wren |
Citi | Tel: +44 (0)207 986 0500 |