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RNS Number : 6584A
Pennon Group PLC
03 June 2021
Pennon Group plc
3 June 2021
Pennon Group plc
Proposed Special Dividend and Share Consolidation and changes to
Articles of Association
Pennon Group plc (Pennon or the Group) announced earlier today,
3 June 2021 that Pennon has acquired 100% of the issued share
capital of Bristol Water Holdings UK Limited (the Acquisition) and
has proposed a Special Dividend and Share Consolidation (the
Acquisition, Special Dividend and Share Consolidation
Announcement).
Pennon has today published a shareholder circular in connection
with the Special Dividend, Share Consolidation, increase of the
Company's existing authority to repurchase shares in order to
execute a Share Buy-back, amendment of certain of the Company's
existing AGM authorities in relation to allotment of shares and
disapplication of pre-emption rights in order to reflect the Share
Consolidation and making certain amendments to the current articles
of association of the Company (the Circular)([1]) .
2020/21 has been a transformative year for the Group. On 8 July
2020, we completed the sale of Viridor to KKR for net proceeds of
GBP3.7 billion. The sale recognised the strategic value developed
by Pennon over many years, realising significant value for
shareholders, and creating the opportunity to refocus the Group
exclusively on UK water.
The Group is now firmly focused on leading, transforming and
optimising water and waste water businesses, building on its
consolidation experience in the sector, and through South West
Water is the only water company to have been fast-tracked twice in
successive price reviews.
In addition to driving improved operational excellence, we will
also be transforming ourselves as we scale up investment in the
environment, kick-starting our race to net-zero carbon by 2030,
focusing on sustainable living, championing renewables and
reversing carbon emissions, and delivering sustainable solutions
for customers, communities and the regions we operate in.
Following the Disposal, and ensuring that the balance sheets of
both the Group and South West Water are in a sustainable position
for the future, the Group has taken steps to right-size our debt
portfolio at the Pennon company level, repaying c. GBP1.1 billion,
with GBP0.1 billion cash retained in Pennon and gross debt at the
Pennon company level of GBP0.2 billion.
In addition, the Group plans to invest a further GBP0.1 billion
into South West Water in support of the Green Recovery, which will
aim to deliver solutions to address climate change, improve public
health and create jobs, over and above existing commitments. The
Group also plans to increase our contribution to Pennon's principal
pension scheme, over and above normal contributions, to GBP53
million (which includes an amount of GBP36 million already
contributed in H1 2020/21).
1. Special Dividend and Share Consolidation and changes to Articles of Association
As detailed in the Acquisition, Special Dividend and Share
Consolidation Announcement, Pennon is proposing a special dividend
of c.GBP1.5 billion in aggregate, representing GBP3.55 per Existing
Ordinary Share (the Special Dividend). The Board is proposing to
pay the Special Dividend to shareholders on the register of members
of the Company as at 6.00 p.m. on 2 July 2021.
Further details on the Special Dividend and Share Consolidation
are contained in the Acquisition, Special Dividend and Share
Consolidation Announcement and the Circular.
2. Circular Publication and General Meeting
The Circular (including the Notice of General Meeting) will be
sent or made available to shareholders shortly.
The Circular contains further information on the Special
Dividend, Share Consolidation, increase of the Company's existing
authority to repurchase shares in order to execute a Share
Buy-back, amendment of certain of the Company's existing AGM
authorities in relation to allotment of shares and disapplication
of pre-emption rights in order to reflect the Share Consolidation
and making certain amendments to the current articles of
association of the Company, and a notice convening a general
meeting of the Company which is to be held at Peninsula House,
Rydon Lane, Exeter, United Kingdom, EX2 7HR at 9.00 a.m. on 28 June
2021 at which ordinary and special resolutions will be proposed for
shareholders to approve such matters (the General Meeting).
The health and wellbeing of our shareholders, Watershare+
Participants, colleagues and the wider community is of the utmost
importance to Pennon. Given recent developments with the spread of
new COVID-19 variants in the UK, there will be a mandatory
requirement to take a COVID-19 rapid lateral flow test at the
General Meeting venue. Attendees are advised to arrive at the venue
a minimum of one hour before the General Meeting in order to
complete the testing and registration formalities. Attendees will
be required to make certain confirmations as a condition of entry
to the General Meeting, including that they (or members of their
household, support bubble or childcare bubble) have not recently
displayed symptoms of COVID-19 and/or have not been told to
self-isolate by NHS Test and Trace, the NHS COVID-19 App or
otherwise. Any person who does not agree to take a COVID-19 rapid
lateral flow test at the venue, whose test result at the venue is
positive or who fails to provide the necessary confirmations, may
be refused entry to the General Meeting.
Social distancing will be in place at the General Meeting, and
attendees will be asked to wear a mask for the duration of the
General Meeting (unless exempt). Attendees will be required to
check-in at the venue using the NHS COVID-19 App or provide their
contact details to a member of staff for contact tracing purposes.
There may be delays as attendees proceed through the testing
formalities and security checks to be carried out prior to entry to
the venue.
Please note that shareholders not attending the General Meeting
in person are encouraged to submit their vote in advance by
appointing the Chair of the General Meeting as proxy, with voting
instructions. The deadline for proxy appointments is 9.00 a.m. on
24 June 2021 for shareholders.
In addition, the Board confirms that: (i) guests of shareholders
will not be permitted entry to the General Meeting; (ii) there will
be no circulation of shareholders or members of the Board before or
after the General Meeting; and (iii) refreshments will not be
served at the General Meeting.
Please note that shareholders not attending the General Meeting
in person are encouraged to submit their vote in advance by
appointing the Chair of the General Meeting as proxy, with voting
instructions. The deadline for proxy appointments is 9.00 a.m. on
24 June 2021 for shareholders.
Full details of arrangements for the General Meeting are set out
in the Circular.
The Circular and the Notice of General Meeting have been
submitted to the Financial Conduct Authority's National Storage
Mechanism (the NSM) and will be available for inspection on the
NSM's website at
https://data.fca.org.uk/#/nsm/nationalstoragemechanism . These
documents will also be available on the Pennon website at
https://www.pennon-group.co.uk/investor-information from the date
of this announcement up to the date of the General Meeting and for
the duration of the General Meeting.
3. Expected Timetable
General Meeting 9.00 a.m. on 28 June
2021
Latest time and date for dealings in Existing 4.30 p.m. on 2 July
Ordinary Shares 2021
Record time and date for entitlement to 6.00 p.m. on 2 July
the Special Dividend and for the Share 2021
Consolidation
Cut-off time for participation in the DRIP 6.00 p.m. on 2 July
for the Special Dividend 2021
Ordinary Shares marked ex-Special Dividend 5 July 2021
Commencement of dealings in New Ordinary 8.00 a.m. on 5 July
Shares on London Stock Exchange (after 2021
Share Consolidation) and effective time
and date of new ISIN for New Ordinary Shares
CREST accounts credited with New Ordinary as soon as practicable
Shares (after Share Consolidation) after 8.00 a.m. on 5
July 2021
Payment of the Special Dividend and fractional 16 July 2021
entitlement sale proceeds
Notes:
(1) All references in this Announcement to time are to London (UK) time unless otherwise stated.
(2) Certain times and dates are conditional upon approval of the Resolutions and Admission.
(3) Payment dates refer to date of payment by BACS and CREST
credit and date of despatch of cheques, and payments may be subject
to processing lead-times or delays.
The timetable may be subject to change. If any of the above
times and/or dates change, Pennon will give adequate notice by
issuing an announcement through an RIS.
4. Pre-Close Trading Statement
On 30 March 2021, Pennon issued a Pre-Close Trading Statement.
The Company's expectations remain in-line with this Trading
Statement.
This announcement contains inside information. The individual
responsible for releasing this announcement is Simon Pugsley, Group
General Counsel and Company Secretary.
For further information, please contact :
Pennon Group plc
+44 (0)1392 44
Paul Boote Group Finance Director 3168
Jennifer Cooke Group Investor Relations
Manager
Media Enquiries
+44 (0)207 251
James Murgatroyd Finsbury Glover Hering 3801
Harry Worthington
Barclays Bank PLC, acting through its Investment Bank
Financial Advisor and Joint Corporate Broker to Pennon
+44 (0) 20 7623
Iain Smedley, Alisdair Gayne 2323
Morgan Stanley & Co. International plc
Financial Advisor and Joint Corporate Broker to Pennon
+ 44 (0) 20 7425
Francesco Puletti, Andrew Foster 8000
About Pennon
Pennon is a UK-focused water infrastructure group, comprising
South West Water (incorporating Bournemouth Water) and Pennon Water
Services.
South West Water is focused on providing services in the most
efficient and sustainable way possible. Innovation, new
technologies and a holistic approach underpins our commitment to
delivering service improvement and long-term value.
South West Water (incorporating Bournemouth Water) provides
water and waste water services to a population of c.1.8 million in
Cornwall, Devon and parts of Dorset and Somerset and water only
services to c.0.5 million in parts of Dorset, Hampshire and
Wiltshire.
Entering the new regulatory period (2020-25), South West Water
is the only water and waste water company to have achieved
fast-track status for two consecutive price reviews. South West
Water is focused on delivering for our customers and communities
and continues to be committed to the highest standards of
environmental performance. Work is already underway to deliver the
commitments in the New Deal Business Plan 2020-2025 focusing on
cost base efficiency, operational performance, customer service and
sustainable growth.
Pennon Water Services (an 80:20 venture with South Staffordshire
Plc) provides retail water, waste water and value-added services to
over 160,000 non-household customer accounts across England and
Scotland, and is focused on achieving long-term, sustainable
growth.
Further information on Pennon can also be found on the Group's
website, www.pennon-group.co.uk
Pennon LEI: 213800V1CCTS41GWH423
Important information relating to the financial advisors and
joint corporate brokers
Barclays Bank PLC, acting through its Investment Bank
(Barclays), which is authorised by the Prudential Regulation
Authority and regulated by the Financial Conduct Authority and the
Prudential Regulation Authority in the United Kingdom, is acting
exclusively for Pennon as corporate broker and for no one else in
connection with the Acquisition, Special Dividend and Share
Consolidation and will not be responsible to anyone other than
Pennon for providing the protection offered to clients of Barclays
or for providing advice in relation to the Acquisition, Special
Dividend and Share Consolidation, the contents of this Announcement
or any transaction, arrangement or other matter referred to in this
Announcement.
Morgan Stanley & Co. International plc (Morgan Stanley),
which is authorised by the Prudential Regulation Authority and
regulated by the Financial Conduct Authority and the Prudential
Regulation Authority in the United Kingdom, is acting exclusively
for Pennon as corporate broker and for no one else in connection
with the Acquisition, Special Dividend and Share Consolidation and
will not be responsible to anyone other than Pennon for providing
the protection offered to clients of Morgan Stanley or for
providing advice in relation to the Acquisition, Special Dividend
and Share Consolidation, the contents of this Announcement or any
transaction, arrangement or other matter referred to in this
Announcement.
([1]) Capitalised terms not otherwise defined in this
Announcement have the same meaning given to them in the
Circular.
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END
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