TIDMBOK
RNS Number : 2984P
Booker Group PLC
04 June 2015
For Immediate Release
4 June 2015
Booker Group plc ('Booker' or 'the Group')
ANNUAL REPORT AND ACCOUNTS
POSTING OF CIRCULAR CONTAINING THE NOTICE OF ANNUAL GENERAL
MEETING AND DETAILS OF THE PROPOSED RETURN OF CAPITAL
Booker Group plc announces today the posting of a circular (the
"Circular") to its shareholders containing the notice of Annual
General Meeting ("AGM") together with details of the proposed
return of capital of 3.5 pence per ordinary share by way of a B
share scheme, which was announced at the time of Booker's
preliminary results on 21 May 2015. The total value of the return
of capital would equate to approximately GBP62 million (based on
Booker's current issued share capital).
Associated proxy forms and Booker's annual report and financial
statements for the 52 week period ended 27 March 2015 ("Annual
Report and Financial Statements") are also being sent to
shareholders with the Circular. The AGM will be held at Booker
Branch Wimbledon, Endeavour Way, Durnsford Road, London SW19 8LG on
8 July 2015 at 11 a.m.
Copies of the Circular (including Notice of AGM) and the Annual
Report and Accounts are available on Booker's website
www.bookergroup.com and have been submitted to the National Storage
Mechanism where they will shortly be available for inspection at
https://www.morningstar.co.uk/uk/NSM.
Copies of the Circular will also be available for inspection at
the offices of Clifford Chance LLP, 10 Upper Bank Street, London,
E14 5JJ during usual business hours (excluding weekends and English
public holidays) until the conclusion of the AGM and at the AGM
itself for at least 15 minutes prior to the AGM until the meeting
ends.
Return of Capital highlights
-- Shareholders to receive 3.5 pence per ordinary share,
equating to an aggregate return of approximately GBP62 million
-- Return to be implemented by way of a B share scheme, under
which shareholders (other than those resident in a Restricted
Territory) will have a choice as to the timing of redemption of
their B shares and the receipt of their cash proceeds
-- Cheques expected to be despatched to shareholders or accounts
credited (as appropriate) in respect of the Initial Redemption
Option by 28 July 2015
-- Cheques expected to be despatched to shareholders or accounts
credited (as appropriate) in respect of the Deferred Redemption
Option by 6 May 2016
The Board currently anticipates returning a similar amount to
shareholders in July 2016 and will provide an update on this in the
2016 final results announcement in May 2016, in light of
circumstances prevailing at that time.
Terms used in this announcement but which are otherwise
undefined shall have the same meanings as set out in the Circular.
This announcement and the summary of the proposed Return of Capital
should be read in conjunction with the Circular.
Details of the Return of Capital
1. Introduction
Our first return of capital to Shareholders was implemented last
summer (the "Previous Return of Capital") and similarly involved a
return of 3.5 pence per ordinary share (amounting to approximately
GBP62 million in aggregate) by way of the issue and redemption of B
shares (the "Previous B Shares"). The Previous Return of Capital
has been implemented in full and all of the Previous B Shares have
now been redeemed for cash in order to give effect to that return
of capital. The structure of the Return of Capital which is being
proposed at this year's AGM and the terms of the B shares are
substantially the same as those adopted in connection with the
Previous Return of Capital and the Previous B Shares.
The Board is proposing to implement a further capital return to
shareholders of approximately GBP62 million which is to be achieved
by the issue of a new class of B Shares which shareholders will be
able to redeem for cash. Under the B Share Scheme, shareholder will
receive one B share for every one ordinary share held at the B
Share Record Time (expected to be 5.00 p.m. on 8 July 2015) and
each B Share will be redeemed by Booker for 3.5 pence in cash.
This is in addition to the proposed final ordinary dividend of
3.14 pence per ordinary share which, if approved at the AGM, will
be paid on 10 July 2015 to shareholders on the register at the
close of business on 12 June 2015.
The B Share Scheme and certain related matters require the
approval of shareholders which will be sought at the AGM, notice of
which is set out in the Circular. If the B Share Resolution is not
passed at the AGM, the Return of Capital by way of B Share Scheme
will not proceed. The B Share Resolution is a special resolution
and will be passed if at least 75% of votes are in favour.
2. The Return of Capital and the Redemption Alternatives
Shareholders should read Part V of the Circular which outlines
the tax consequences of the B Share Scheme in the UK. Shareholders
who are in any doubt as to their tax position, or who are subject
to taxation in a jurisdiction other than the UK, should consult an
appropriate professional adviser.
All shareholders will receive one B Share for each corresponding
ordinary share held at the B Share Record Time. Eligible
Shareholders will be able to choose between the Initial Redemption
Option and the Deferred Redemption Option, or any combination of
the two, in respect of their B Share Entitlement in order to
determine when they receive their cash proceeds under the B Share
Scheme.
The procedures for making elections between the Redemption
Alternatives are set out in Parts VI and VII of the Circular.
Eligible Shareholders who do not make a valid election, and all
Overseas Shareholders resident, or with a registered address, in a
Restricted Territory (see below for further details), will be
automatically deemed to have elected for the Initial Redemption
Option in respect of ALL of their B Share Entitlement. Accordingly
shareholders who wish to have all of their B Share Entitlement
redeemed for cash on 21 July 2015 under the Initial Redemption
Option do not need to return a Form of Election, or make an
election in CREST (as applicable).
Alternative 1 (Initial Redemption Option)
For shareholders who elect or who are deemed to have elected for
the Initial Redemption Option in respect of all or some of their B
Share Entitlement, which includes all Restricted Shareholders, it
is expected that each relevant B Share will be redeemed by Booker
for 3.5 pence on 21 July 2015 and each such share will be cancelled
on redemption. Redemption proceeds are expected to be paid to
relevant shareholders by 28 July 2015.
Alternative 2 (Deferred Redemption Option)
For Eligible Shareholders who validly elect for the Deferred
Redemption Option in respect of all or some of their B Share
Entitlement, it is expected that each relevant B Share will be
redeemed by Booker for 3.5 pence on 29 April 2016 and each such
share will be cancelled on redemption. It is expected that the
redemption proceeds will be paid to relevant shareholders by 6 May
2016.
The expected timetable of events in respect of the B Share
Scheme and the timing of the AGM are as set out below (all times
referred to are London times):
Latest time and date for receipt of 11.00 a.m. on 6 July
Form of Proxy and CREST Proxy Instructions 2015
for Annual General Meeting
Annual General Meeting 11.00 a.m. on 8 July
2015
Record Time for entitlement to B Shares 5.00 p.m. on 8 July
2015
CREST accounts credited with "interim 9 July 2015
CREST entitlements" in respect of Ordinary
Shares
Payment of final dividend for the year 10 July 2015
ended 27 March 2015
Election Deadline: latest time and date 3.00 p.m. on 17 July
for receipt of Form of Election or submitting 2015
CREST elections
B Shares issued, and B Shares in respect 20 July 2015
of elections made under the Deferred
Redemption Option enabled in CREST
Redemption of B Shares pursuant to the 21 July 2015
Initial Redemption Option
Despatch of cheques or, if held in CREST, by 28 July 2015
CREST accounts credited in respect of
proceeds under the Initial Redemption
Option
Despatch of share certificates for B by 28 July 2015
Shares being redeemed pursuant to the
Deferred Redemption Option
Redemption of B Shares pursuant to the 29 April 2016
Deferred Redemption Option
Despatch of cheques or, if held in CREST, by 6 May 2016
CREST accounts credited in respect of
proceeds under the Deferred Redemption
Option
Shareholders should read the entirety of the Circular which
contains further important information about Booker and full
details of the Return of Capital.
3. Overseas Shareholders
The attention of those shareholders who are not resident in the
United Kingdom or who are citizens or nationals of other countries
is drawn to the information set out in paragraph 5 of Part III of
the Circular.
In particular, the Deferred Redemption Option is not being made
available to Overseas Shareholders resident, or with a registered
address, in a Restricted Territory, and all such shareholders will
be deemed to have elected for the Initial Redemption Option in
respect of all of their B Share Entitlements. The B Share
Entitlements of Restricted Overseas Shareholders are to be issued
to a nominee and redeemed under the Initial Redemption Option with
the redemption proceeds then being remitted to such shareholders.
Furthermore, Overseas Shareholders (other than those in Restricted
Territories) should note that, by making a valid election for the
Deferred Redemption Option, such shareholders will be deemed to
represent, warrant and undertake and/or agree (as applicable) to
the terms set out in paragraph 5 of Part III of the Circular. The
tax consequences of the Return of Capital may vary for Overseas
Shareholders and accordingly such shareholders should consult their
own independent professional adviser without delay.
4. Recommendations
The Board considers the terms of the B Share Scheme and each of
the Resolutions to be proposed at the AGM (including the B Share
Resolution) to be in the best interests of shareholders as a whole
and is recommending that shareholders vote in favour of the
Resolutions (including the B Share Resolution) to be proposed at
the AGM, as the Directors intend to do for their respective
individual beneficial holdings of, in aggregate, 128,143,803
Ordinary Shares, representing approximately 7.30 per cent. of the
total issued share capital of the Company as at 28 May 2015 (being
the latest practicable date prior to the publication of the
Circular).
The Board makes no recommendation to shareholders in relation to
any election(s) they may make under the Redemption Alternatives.
Shareholders need to take their own decision in this regard and are
recommended to consult their own independent professional
adviser.
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.
Neither the B Shares nor this announcement has been approved,
disapproved or otherwise recommended by any US federal or state
securities commission or other regulatory authority or any non US
securities commission or regulatory authority nor have such
authorities passed upon or endorsed the merits of the Return of
Capital or confirmed the accuracy or determined the adequacy of
this document. Any representation to the contrary is a criminal
offence in the United States.
The release, publication or distribution of this announcement in
certain jurisdictions may be restricted by law and therefore
persons in such jurisdictions into which this announcement is
released, published or distributed should inform themselves about
and observe such restrictions.
This announcement does not constitute or form part of an offer
to sell or the solicitation of an offer to subscribe for any
securities or an invitation to participate in the B Share Scheme in
or from any jurisdiction in or from which, or to or from whom, it
is unlawful to make such offer or participate under applicable
securities laws or otherwise.
Information relating to the Annual Reports and Accounts
The Group announced its preliminary results for the 52 weeks
ended 27 March 2015 on 21 May 2015.
The Group today provides the following additional regulated
information, in relation to the Annual Report and Accounts, in full
unedited text as required to be made public under the Disclosure
and Transparency Rules. This announcement should be read together
with the preliminary results announcement.
A condensed set of financial statements were attached to the
Group's preliminary results announcement which included an
indication of important events that occurred during the year. The
Annual Report and Accounts also contains information regarding the
Group's principal risks and uncertainties, related party
transactions and a responsibility statement relating to its
content; an extract of this information is provided below as is
required under the Disclosure and Transparency Rules.
Risks and Uncertainties
The principal risks and corresponding mitigation set out below
represent the principal uncertainties that the Board believes may
impact the Group's ability to deliver effectively its strategy in
the future. The list does not include all risks that the Group
faces and it does not list the risks in any order of priority.
Risk Impact Mitigating Factors
------------------------- ------------------------------ -----------------------------------
Increasing price A decline in selling We will continue to improve
competition in the prices could have an the choice, price and
UK grocery and discount adverse impact on the service to our customers.
sectors Group's sales, operating
profits and cashflow.
------------------------- ------------------------------ -----------------------------------
Failure to respond This could have an The industry is extremely
to adverse impact on the competitive with the
competition Group's sales, operating market being served by
profits and cashflow. numerous competitors,
ranging from national
multiple retailers to
regional independent
wholesalers. We compete
by closely monitoring
the activities of our
competitors and ensuring
we continue to improve
the choice, price and
service to our customers.
------------------------- ------------------------------ -----------------------------------
Changes in regulation Changing legislation The Group operates in
may impact our ability an environment governed
to market or sell certain by strict regulations
products or could cause to ensure the safety
the Group to incur and protection of customers,
additional costs or shareholders, employees
liabilities that could and other stakeholders
adversely affect its and the operation of
business. an open and competitive
market. These regulations
include food hygiene,
health and safety, data
protection, the rules
of the London Stock Exchange
and competition law.
In all cases, the Board
takes its responsibilities
very seriously, and recognises
that any breach of regulation
could cause reputational
and financial damage
to the Group.
------------------------- ------------------------------ -----------------------------------
Product quality This could have an The quality and safety
and safety adverse impact on the of our products is of
Group's reputation, critical importance and
sales, operating profits any failure in this regard
and cashflow. would affect the confidence
of our customers in us.
We work with our suppliers
to ensure the integrity
of the products supplied.
Food hygiene practices
are taken seriously throughout
the Group, and are monitored
both through internal
audit procedures and
by external bodies, such
as environmental health
departments, within local
authorities. We have
well prepared procedures
for crisis management
in order to act quickly
when required. We are
aware that if we fail,
or are perceived to have
failed, to deliver to
our customers' satisfaction
the expected standards
of quality and safety
in our products, their
loyalty to us may be
potentially impacted.
This in turn could adversely
impact on our market
share and our financial
results.
------------------------- ------------------------------ -----------------------------------
Employee engagement The continued success The Group's employment
and retention of the Group relies policies, remuneration
on the investment in and benefits packages
the training and development are designed to be competitive,
of our employees. as well as providing
colleagues with fulfilling
career opportunities.
The Group continually
engages with employees
across the business to
ensure that we keep strengthening
our team at every level.
------------------------- ------------------------------ -----------------------------------
Supplier credit Availability of supplier The Group Finance Director
credit is essential regularly meets key credit
for the Group's financial insurers to ensure that
performance. If the they have an up to date
providers of credit understanding of the
insurance withdraw Group's financial position.
or materially reduce
the levels of cover
they provide to the
Group's trade creditors
in respect of the Group,
this might affect the
Group's ability to
obtain products from
those suppliers on
existing credit terms
and could worsen the
Group's cashflow.
------------------------- ------------------------------ -----------------------------------
Pension funding A worsening funding The Group seeks to agree
position may require appropriate investment
the Group to pay cash policies with the Trustee
contributions or provide and closely monitors
further assurance to the funding position
cover future liabilities. of the Pension Scheme
This could worsen the with the Trustee. Both
Group's cashflow. the Company and the Trustee
take advice from independent
qualified actuaries.
------------------------- ------------------------------ -----------------------------------
Failure of the Group's The maintenance and The Group has appropriate
information technology development of information controls in place to
systems technology systems mitigate the risk of
may result in system systems failure, including
failures, including systems back up procedures
cyber security breaches and disaster recovery
which may adversely plans, and also has appropriate
impact the Group's virus protection and
ability to operate, network security controls.
which could affect
the Group's sales,
operating profits and
cashflow.
------------------------- ------------------------------ -----------------------------------
Health and Safety A health and safety The Group has developed
risks related incident could an effective health and
result in serious injury safety management system
to the Group's employees, to ensure compliance
contractors, customers with all legal duties
and visitors, which placed on the organisation
could adversely affect by law. All systems are
our operations and subject to regular review
result in reputational with training provided
damage, criminal prosecution as appropriate.
and civil litigation.
This could affect the The Group employs a Health
Group's reputation, and Safety manager to
with a potentially maintain the management
adverse effect on sales, system, along with the
operating profits and identification and remediation
cashflow. of specific risks, and
ensuring employees are
aware of regulatory requirements.
------------------------- ------------------------------ -----------------------------------
Environmental management A long term increase The Group has a continual
in energy prices could focus on reducing our
have an adverse effect environmental impact
on the Group's sales, and implementing changes
operating profits and to our operations to
cashflow with an increasing maximise opportunities
cost to operations such as recycling more
to adapt to climate waste and using more
change and mitigate renewable sources of
impact. fuel.
Greenhouse gas emissions
are measured and reported
annually.
Substantial investment
is made to improve environmental
risk management, with
a focus on energy efficiency
when investing in new
capital projects.
------------------------- ------------------------------ -----------------------------------
Related Party Transactions
During the year, there were no transactions or balances between
the Group and its key management personnel or members of their
close family apart from:
-- the Group purchases stock from:
o Molson Coors Brewing Co (UK) Ltd - Lord Bilimoria is the
Chairman of the Cobra Beer Partnership Ltd, a joint venture with
Molson Coors Brewing Co (UK) Ltd;
o C&C Group plc, of which Stewart Gilliland is a Non-Executive Director;
o Tulip Ltd, of which Stewart Gilliland is a Non-Executive Director; and
o Boparan Holdings Ltd, of which Andrew Cripps is a Non-Executive Director.
-- and the Group sells stock to:
o Mitchells & Butlers plc, of which Stewart Gilliland is a Non-Executive Director; and
o Food & Fuel Ltd, of which Karen Jones is the Chairman.
All transactions with related parties involve the normal supply
of goods and are priced on an arm's length basis.
Directors' responsibility statement
The directors, as at the date of the Annual Report and Accounts,
confirm that to the best of their knowledge:
-- the financial statements, prepared in accordance with the
applicable set of accounting standards, give a true and fair view
of the assets, liabilities, financial position and profit or loss
of the Company and the undertakings included in the consolidation
taken as a whole; and
-- the Strategic Report and Directors' Report include a fair
review of the development and performance of the business and the
position of the issuer and the undertakings included in the
consolidation taken as a whole, together with a description of the
principal risks and uncertainties that they face.
For further information contact:
Tulchan Communications (PR Adviser to Booker Group plc)
020 7353 4200
Jonathan Sibun
Will Smith
This information is provided by RNS
The company news service from the London Stock Exchange
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