TIDMCPG
RNS Number : 1380F
Compass Group PLC
15 May 2017
LEI: 2138008M6MH9OZ6U2T68
COMPASS GROUP PLC
PROPOSED SPECIAL DVID OF GBP1 BILLION AND
SHARE CAPITAL CONSOLIDATION
-- Special dividend of 61 pence per existing ordinary share of
10 5/8 pence each in the capital of Compass Group PLC ("Existing
Ordinary Share") (the "Shareholder Return")
-- Consolidation of every 26 Existing Ordinary Shares into 25
new ordinary shares of 11 1/20 pence each ("New Ordinary Shares")
(the "Share Capital Consolidation")
Further to the announcement made on 10 May 2017 (the
"Announcement"), Compass Group PLC ("Compass" or the "Company") is
today posting a circular (the "Circular") regarding the proposed
Shareholder Return and Share Capital Consolidation to Compass
shareholders ("Shareholders"), including notice of a general
meeting to be held at 10.30 a.m. on Wednesday 7 June 2017 (the
"General Meeting").
The Company intends to return 61 pence per Existing Ordinary
Share to Shareholders on the register of members as at 6.00 p.m. on
26 June 2017 (the "Record Time"), which amounts to approximately
GBP1 billion in aggregate. The Shareholder Return is being
structured as a special dividend with a share consolidation.
Key highlights of the proposed Shareholder Return
-- All Shareholders at the Record Time will be entitled to
receive 61 pence per Existing Ordinary Share by way of a special
dividend;
-- The Shareholder Return and Share Capital Consolidation are
conditional upon Shareholder approval which will be sought at the
General Meeting and upon Admission of the New Ordinary Shares to
the Official List of the United Kingdom Listing Authority and to
trading on the London Stock Exchange plc's main market for listed
securities; and
-- It is expected that payment of the special dividend will be
made on Monday 17 July 2017.
Share Capital Consolidation
Alongside the Shareholder Return, the Company proposes a
consolidation of its ordinary share capital in order to maintain
the market price for Compass shares at approximately the same level
as prevailed immediately prior to the implementation of the
Shareholder Return (subject to normal market fluctuations).
Accordingly, Shareholders will receive 25 New Ordinary Shares in
substitution for every 26 Existing Ordinary Shares held at the
Record Time. The effect of this Share Capital Consolidation will be
to reduce the number of Compass shares in issue to reflect the
return of 61 pence per Existing Ordinary Share to Shareholders
under the Shareholder Return. However, Shareholders will own the
same proportion of the Company as they did beforehand, subject to
fractional entitlements. Any fractional entitlements to New
Ordinary Shares resulting from the Share Capital Consolidation will
be aggregated and sold in the market, with the net proceeds of sale
being distributed pro rata to relevant Shareholders.
The Circular containing the full terms and conditions of the
Shareholder Return and the Share Capital Consolidation, and a
notice convening the General Meeting, together with a Form of
Proxy, will be posted to Shareholders later today. 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.
Copies of the Circular will be available for inspection at the
Company's registered office, Compass House, Guildford Street,
Chertsey, KT16 9BQ, United Kingdom and at the offices of
Freshfields Bruckhaus Deringer LLP, 65 Fleet Street, London, EC4Y
1HS. A copy of the Circular will also be available on the Company's
website at www.compass-group.com.
Terms used in this announcement but which are otherwise
undefined 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.
Shareholder Helpline
If you have any questions about the Shareholder Return or Share
Capital Consolidation, please call the Shareholder Helpline on 0800
280 2545 (from inside the United Kingdom) or +44 333 300 1568 (if
calling from outside the United Kingdom) between 9.00 a.m. and 5.30
p.m. Monday to Friday (except UK public holidays). Calls to the
Shareholder Helpline are free of charge from a BT landline. Costs
for calls from mobile telephones and other network providers may
vary. Calls to the Shareholder Helpline from outside the United
Kingdom will be charged at the applicable international rates.
Please note that calls may be recorded and monitored for security
and training purposes. For legal reasons, the Shareholder Helpline
will be unable to give advice on the merits of the Shareholder
Return or to provide financial, investment or tax advice.
Enquiries to:
** Sandra Moura - Compass Group PLC Tel: +44 (0) 1932 573000
DETAILS OF THE PROPOSED SPECIAL DIVID AND SHARE CAPITAL
CONSOLIDATION
Shareholder Return
The Shareholder Return will involve the Company returning 61
pence per Existing Ordinary Share in the capital of the Company to
Shareholders on the register of members as at 6.00 p.m. on 26 June
2017 (the "Record Time"), which amounts to approximately GBP1
billion in aggregate.
The Shareholder Return has been structured as a special
dividend.
This structure has been chosen to complete the Shareholder
Return because it treats all Shareholders equally regardless of the
size of their existing shareholdings in the Company.
The Company's dividend reinvestment plan ("DRIP") will operate
in relation to the Shareholder Return.
The Shareholder Return and Share Capital Consolidation is
conditional upon Shareholder approval, which will be sought at a
General Meeting to be held at 10.30 a.m. on Wednesday 7 June 2017
and upon Admission of the New Ordinary Shares to the Official List
of the United Kingdom Listing Authority and to trading on the
London Stock Exchange plc's main market for listed securities.
The Circular containing the full terms and conditions of the
Shareholder Return, the Share Capital Consolidation and a notice
convening the General Meeting, together with a Form of Proxy, will
be posted to Shareholders today. The Circular will also be
available on the Company's website at www.compass-group.com. A copy
of the Circular will be submitted to the National Storage Mechanism
and will shortly be available for inspection at:
http://www.morningstar.co.uk/uk/NSM.
It is expected that the special dividend payment of 61 pence per
Existing Ordinary Share will become payable on 17 July 2017.
Share Capital Consolidation
As mentioned above, the Shareholder Return is intended to result
in the payment to Shareholders of approximately GBP1 billion in
cash by the Company. It is anticipated that, there would, without a
consolidation of the Company's ordinary share capital, be a
decrease in the market price of the shares in the Company.
Accordingly, in order to maintain the market price for shares at
approximately the same level as prevailed immediately prior to the
implementation of the Shareholder Return (subject to normal market
fluctuations), a consolidation of the Company's ordinary share
capital is also proposed. As a result of the Share Capital
Consolidation, Shareholders will hold 25 New Ordinary Shares in
substitution for every 26 Existing Ordinary Shares held at the
Record Time.
EXPECTED TIMETABLE OF PRINCIPAL EVENTS
Record Time for entitlement to Interim 6.00 p.m. on Friday
Dividend 19 May 2017
Latest time and date for receipt of Forms 10.30 a.m. on Monday
of Proxy and CREST proxy instructions 5 June 2017
for the General Meeting
General Meeting 10.30 a.m. on Wednesday
7 June 2017
Expected date by which the DRIP will operate Monday 19 June
on the Existing Ordinary Shares by reference 2017
to the Interim Dividend payable on 19
June 2017
Payment of Interim Dividend Monday 19 June
2017
Latest time and date for dealings in Existing 4.30 p.m. on Monday
Ordinary Shares 26 June 2017
4.30 p.m. on Monday
Cancellation of trading in Existing Ordinary 26 June 2017
Shares
Record Time for entitlement to the Special 6.00 p.m. on Monday
Dividend and for the Share Consolidation. 26 June 2017
Share register of Existing Ordinary Shares
closed and Existing Ordinary Shares disabled
in CREST
Admission of New Ordinary Shares to the By or as soon as
Official List and to trading on the London practicable after
Stock Exchange's main market for listed 8.00 a.m. on Tuesday
securities and commencement of dealings 27 June 2017
in New Ordinary Shares
CREST accounts credited with New Ordinary Shares By or as soon as
practicable after
8.00 a.m. on Tuesday
27 June 2017
Special Dividend and fractional entitlement Monday 17 July
payments issued by cheque, BACS or by 2017
way of a CREST credit
Despatch of share certificates in respect Monday 17 July
of New Ordinary Shares 2017
Expected date by which the DRIP will operate Monday 17 July
by reference to the Special Dividend 2017
Notes:
All time references above are to London, United Kingdom ("UK")
time.
These dates are given on the basis of the Board's current
expectations and are subject to change. If any of the above times
and/or dates change, the revised times and/or dates will be
notified to Shareholders by announcement through a Regulatory
Information Service and will be available on
www.compass-group.com.
All events in the timetable following the General Meeting (other
than the expected date by which the DRIP will operate on the
Existing Ordinary Shares by reference to the Interim Dividend and
the payment of the Interim Dividend) are conditional upon approval
of Resolution 1 in the General Meeting. All events in the timetable
from Admission of the New Ordinary Shares are also conditional upon
Admission occurring.
TAX
A guide to certain taxation consequences of the Shareholder
Return for certain categories of UK resident Shareholders of the
Shareholder Return under current English law and HM Revenue &
Customs' practice and a summary of certain United States federal
income tax consequences for certain US Shareholders under current
United States federal income tax law are set out in Part III of the
Circular.
Shareholders who are subject to tax in a jurisdiction other than
the United Kingdom or the United States, or who are in any doubt as
to the potential tax consequences of the Shareholder Return, should
consult an appropriate professional adviser.
RECOMMATION TO SHAREHOLDERS
The Board, who have received financial advice from N M
Rothschild & Sons Limited, consider that the Resolutions to be
proposed at the General Meeting (as set out in the Notice of
General Meeting in Part V of the Circular) which give effect to the
Shareholder Return are in the best interests of the Shareholders of
Compass Group PLC as a whole. In providing financial advice to the
Board, Rothschild has relied upon the Board's commercial assessment
of the Shareholder Return. Accordingly, the Board unanimously
recommends that Shareholders vote in favour of all the Resolutions,
as each Director intends to do in respect of their own beneficial
holdings over which they have voting control in their personal
capacity, amounting in aggregate to 1,613,462 Existing Ordinary
Shares, representing approximately 0.0981 per cent of the total
issued share capital of the Company (excluding treasury shares) as
at Friday 12 May 2017 (being the last practicable date prior to the
publication of the Circular).
Shareholder Helpline
If you have any questions about the Shareholder Return or Share
Capital Consolidation, please call the Shareholder Helpline on 0800
280 2545 (from inside the United Kingdom) or +44 333 300 1568 (if
calling from outside the United Kingdom) between 9.00 a.m. and 5.30
p.m. Monday to Friday (except UK public holidays). Calls to the
Shareholder Helpline are free of charge from a BT landline. Costs
for calls from mobile telephones and other network providers may
vary. Calls to the Shareholder Helpline from outside the United
Kingdom will be charged at the applicable international rates.
Please note that calls may be recorded and monitored for security
and training purposes. For legal reasons, the Shareholder Helpline
will be unable to give advice on the merits of the Shareholder
Return or to provide financial, investment, or tax advice.
Cautionary Statements
The release, publication or distribution of this announcement in
jurisdictions other than the United Kingdom may be restricted by
law and, therefore, any persons who are subject to the laws of any
jurisdiction other than the United Kingdom should inform themselves
about, and observe, any applicable restrictions or requirements.
Any failure to comply with these restrictions may constitute a
violation of the securities laws of such jurisdictions. This
announcement has been prepared for the purposes of complying with
English law and the Listing Rules and the information disclosed may
not be the same as that which would have been disclosed if this
announcement had been prepared in accordance with the laws and
regulations of any jurisdiction outside of the United Kingdom.
N M Rothschild & Sons ("Rothschild") is acting as financial
adviser to the Company in relation to the Shareholder Return by way
of Special Dividend with a Share Capital Consolidation. Rothschild
is authorised and regulated in the United Kingdom by the Financial
Conduct Authority. Rothschild is acting exclusively for the Company
and for no one else in connection with the matters described in
this announcement and is not advising or acting for and is not, and
will not be, responsible to anyone other than the Company for
providing the protections afforded to clients of Rothschild, or for
providing advice in connection with the matters referred to or
contained in this announcement.
Apart from the responsibilities and liabilities, if any, which
may be imposed on Rothschild by the Market Abuse Regulation, FSMA
or the regulatory regime established thereunder or otherwise by any
laws or regulations, Rothschild do not accept any responsibility or
liability whatsoever for the contents of this announcement and no
representations, express or implied, except as expressly set out
herein are made by Rothschild in relation to the contents of this
announcement, including its accuracy, completeness or verification
or for any other statement made or purported to be made by
Rothschild, or on behalf of Rothschild, in connection with the
Company or the matters described in this announcement. To the
fullest extent possible Rothschild accordingly disclaims all and
any liability whether arising in tort, contract or otherwise (save
as referred to above) which they might otherwise have in respect of
this announcement or any such statement.
Application will be made to the UK Listing Authority and the
London Stock Exchange, respectively, for the New Ordinary Shares
resulting from the proposed Share Capital Consolidation to be
admitted to the Official List and to trading on the London Stock
Exchange's main market for listed securities in place of the
Existing Ordinary Shares. It is expected that dealings in the
Existing Ordinary Shares will continue until 4.30 p.m. on Monday 26
June 2017 and that Admission of the New Ordinary Shares will become
effective and dealings in them will commence on the main market of
the London Stock Exchange by or as soon as practicable after 8.00
a.m. on Tuesday 27 June 2017.
This announcement includes (or may include) statements that are,
or may be deemed to be, "forward looking statements". These forward
looking statements can be identified by the use of forward looking
terminology, including the terms "believes", "estimates", "plans",
"projects", "anticipates", "expects", "intends", "may", "will", or
"should" or, in each case, their negative or other variations or
comparable terminology, or by discussions of strategy, plans,
objectives, goals, future events or intentions. These forward
looking statements include all matters that are not historical
facts. They appear in a number of places throughout this
announcement and include, but are not limited to, statements
regarding the Group's intentions, beliefs or current expectations
concerning, among other things, the Group's results of operations,
financial position, prospects, growth, strategies and the industry
in which it operates. By their nature, forward looking statements
involve risk and uncertainty because they relate to future events
and circumstances. Forward looking statements are not guarantees of
future performance and the actual results of the Group's operations
and financial position, and the development of the markets and the
industry in which the Group operates, may differ materially from
those described in, or suggested by, the forward looking statements
contained in this announcement. In addition, even if the results of
operations, financial position and the development of the markets
and the industry in which the Group operates are consistent with
the forward looking statements contained in this announcement,
those results or developments may not be indicative of results or
developments in subsequent periods. A number of factors could cause
results and developments to differ materially from those expressed
or implied by the forward looking statements including, without
limitation, general economic and business conditions, industry
trends, competition, changes in regulation, currency fluctuations,
changes in its business strategy, political and economic
uncertainty and other factors. Statements contained in this
announcement regarding past trends or activities should not be
taken as a representation that such trends or activities will
continue.
Forward looking statements may, and often do, differ materially
from actual results. Any forward looking statements in this
announcement speak only as of their respective dates, reflect the
Group's current view with respect to future events and are subject
to risks relating to future events and other risks, uncertainties
and assumptions relating to the Group's operations, results of
operations and growth strategy. Subject to the requirements of the
Financial Conduct Authority, the London Stock Exchange, the Listing
Rules and the Disclosure Guidance and Transparency Rules (and/or
any regulatory requirements) or applicable law, the Group
explicitly disclaims any obligation or undertaking publicly to
release the result of any revisions to any forward looking
statements in this announcement that may occur due to any change in
the Group's expectations or to reflect events or circumstances
after the date of this announcement.
Notes to Editors
Compass Group PLC is a world-leading food and support services
company, which generated annual revenues of GBP19.6 billion in the
year to 30 September 2016. It operates in over 50 countries,
employs over 500,000 people and serves over 5 billion meals every
year. The Company specialises in providing food and a range of
support services across the core sectors of Business &
Industry, Healthcare & Seniors, Education, Defence, Offshore
& Remote, Sports & Leisure and Vending with an established
brand portfolio.
Ends
This information is provided by RNS
The company news service from the London Stock Exchange
END
NOGBELFFDEFBBBZ
(END) Dow Jones Newswires
May 15, 2017 07:03 ET (11:03 GMT)
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