TIDMPSPI
RNS Number : 0747C
Public Service Properties Inv Ltd
23 June 2016
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN
PART, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD
CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH
JURISDICTION
23 June 2016
Public Service Properties Investments Limited ("PSPI" or the
"Company")
Compulsory Partial Redemption of approximately 22.5 million
Shares
Further to its announcement released earlier today, the Company
announces that references to the Record Date should be to 6.30pm on
6 July 2016 and the latest time and date for receipt of share
certificates should be to 5.00pm on 6 July 2016. The amended
announcement is set out below.
The amended dates set out above also apply to the Circular as
defined below.
On 22 April 2016, the Company reported that the Board would
consider making further distributions to shareholders following the
return of GBP21.6 million in two transactions in 2015. The Board
has now decided that the Company will use approximately GBP11.5
million(1) of its available cash balances to effect a redemption
(the Redemption) through a mandatory purchase for cancellation of
approximately 22.5 million shares (representing 99 per cent. of the
Company's issued share capital) on a pro-rata basis at a price of
51.0p(2) (the Redemption Price) per ordinary share of the Company
(Share) from shareholders of the Company (Shareholders) on the
register at 6.30 p.m. on 6 July 2016 (the Record Date).
The Company is pleased to announce that a document (the
Circular), setting out the formal notification to shareholders of
the Redemption and the action (if any) which is required to be
taken has been posted to Shareholders, and is available at
www.pspiltd.com.
An extract from the Circular is set out below.
For further information please visit www.pspiltd.com or
contact:
Dr. D. Srinivas Tom Griffiths
Ralph Beney Henry Willcocks
RP&C International Stockdale Securities
(Asset Manager) (Nomad and Broker)
020 7766 7000 020 7601 6100
(1) Representing approximately 90% of the unaudited net asset
value at 31 May 2016
(2) Being the closing market price of the Shares on 21 June
2016
THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE
ATTENTION. If you are in any doubt about the contents of this
document or the action you should take, you should seek your own
advice from your stockbroker, solicitor, accountant or other
professional adviser authorised under the Financial Services and
Markets Act 2000.
The London Stock Exchange has not itself examined or approved
the contents of this document. AIM is a market designed primarily
for emerging or smaller companies to which a higher investment risk
tends to be attached than to larger or more established companies.
AIM securities are not admitted to the Official List and the AIM
Rules for Companies are less demanding than those of the Official
List.
EXPECTED TIMETABLE OF PRINCIPAL EVENTS
All times shown in this document are London times unless
otherwise stated.
Publication of the document 22 June 2016
-------------------------------- -------------------------
Record date for Redemption 6.30pm on 6 July 2016
-------------------------------- -------------------------
Latest time and date for 5.00pm on 6 July 2016
receipt of share certificates*
-------------------------------- -------------------------
Shares marked "ex" Redemption, 7 July 2016
new ISIN (ordinary shares
of USD 0.01 each) VGG729641511
effective, and CREST accounts
credited with 'balance'
Shares and redemption
proceeds
-------------------------------- -------------------------
Expected date for despatch On or around 7 July 2016
of balance share certificates
and redemption proceeds
in respect of shares held
in certificated form*
-------------------------------- -------------------------
*NOTE: If share certificates are not received on or before 6
July 2016, the redemptions will still be processed by reference to
the share register on that date but despatch of the relevant
redemption proceeds and balance certificate(s) will be delayed
1 Introduction and Board changes
In my statement in the Company's audited financial results for
the year ended 31 December 2015, which were announced on 24 March
2016, I stated that the Board would consider further distributions
to shareholders when the conditional disposal of the last remaining
investment properties had been completed. On 22 April 2016, the
Company announced that the relevant conditions of sale had been met
and thus the transactions had closed enabling the Company to effect
a redemption (the Redemption) through a mandatory purchase for
cancellation of approximately 22.5 million shares (representing 99
per cent. of the Company's issued share capital) on a pro rata
basis at a price of 51.0p per ordinary share of the Company (Share)
being the closing price of the Shares on 21 June 2016 (being the
last practicable date prior to the date of this document) from
shareholders of the Company (Shareholders) on the register at
6.30pm on 6 July 2016 (the Record Date).
This document sets out the formal notification to Shareholders
of the Redemption and the action which is required to be taken by
Shareholders who hold their Share(s) in certificated form in order
to receive the resultant consideration and a balance share
certificate where applicable.
Given the substantially reduced size of the Company and its very
limited activities following implementation of the Redemption, the
decision has been taken to reduce the size of the Board. Jonas
Rydell and Christopher Lovell have agreed to resign as Directors
with effect from implementation of the Redemption. Richard Barnes,
Neel Sahai and I will be remaining as Directors but we have all
agreed to reduced fees with effect from 1 July 2016. I would like
to thank Jonas and Christopher for the valuable contribution they
have both made to the Group during their membership of the
Board.
2 The Redemption process
The Redemption is being implemented by the Company pursuant to
the Articles of Association of the Company as amended on 3 March
2015 (Articles). Under the Articles, the Board may, without further
Shareholder approval, determine that Shares shall be redeemed pro
rata from each Shareholder (or if the Board so determines as nearly
pro rata as practical without giving rise to fractions of
Shares).
The Company will use approximately GBP11.5 million of its
available cash balances to mandatorily purchase for cancellation
approximately 22.5 million Shares (representing 99 per cent. of the
Company's current issued share capital) on a pro rata basis at a
price of 51.0p per Share from Shareholders on the register on the
Record Date.
Accordingly, the Company is redeeming 99 Shares for every 100
Shares held by Shareholders on the Record Date. No fractions of
Shares will be redeemed and the number of Shares to be redeemed for
each Shareholder and Depositary Interest Holder will be rounded
down to the nearest whole number of Shares/Depositary Interests as
appropriate. By way of example, if a Shareholder owns 100 Shares on
the Record Date, 99 of their Shares will be redeemed and they will
retain a holding of 1 Share.
All of the Shares redeemed pursuant to the Redemption will be
cancelled.
The existing ISIN number VGG729641446 (Old ISIN) for the Shares
will expire at 6.30 p.m. on the Record Date (6 July 2016). The new
ISIN number VGG729641511 (New ISIN) in respect of the Shares
(following the Redemption) will be enabled from 6 July 2016. Up to
and including (6 July 2016), the Record Date, Shares will be traded
under the Old ISIN. The Redemption will be effected pro rata to
holdings of Shares and Depositary Interests on the register(s) at
6.30 p.m. on the Record Date. Purchases of Shares and Depositary
Interests that are not reflected in the share register as at 6.30
p.m. on the Record Date will not be taken into account in
implementing the redemptions.
Payments of redemption monies are expected to be effected: -
(i) in the case of Shares held in uncertificated form through
Depositary Interests on 6 July 2016 through CREST; or
(ii) in the case of Shares held in certificated form, subject to
delivery by the relevant Shareholder to the Company of the share
certificate(s) in respect of the Shares to be redeemed by no later
than 5.00pm on 6 July 2016, or as otherwise agreed by the Company,
by cheque drawn in favour of the registered Shareholder and sent to
the registered address of the registered Shareholder on or around 7
July 2016. A balance certificate for the remaining Shares held will
at the same time be issued in the same name(s) as the
Shareholder(s) whose Shares are redeemed and despatched together
with a cheque for the redemption proceeds. All documentation sent
pursuant to these arrangements is sent at the risk of the
recipient. If share certificates are not received by the Company's
registrars on or before 6 July 2016 in accordance with the
instructions set out below in paragraph "4 Action to be taken -
Shares held in certificated form", the Redemption will still be
processed by reference to the share register on that date but
despatch of the relevant redemption proceeds and balance
certificate(s) will be delayed.
3 Taxation treatment
General treatment for UK tax paying Shareholders
The following summary of the UK tax treatment of Shareholders as
result of redemption of part of their holding of Shares is intended
as a general guide only and is based on United Kingdom tax law as
well as the published practice of HMRC at the date of this
document. It applies only to Shareholders who are resident in the
UK (except where expressly stated) and who hold their Shares
beneficially as an investment. It may not be applicable to certain
Shareholders, such as investors who are exempt from UK tax or who
hold Shares in an investment wrapper such as an ISA, dealers in
securities and Shareholders who are not beneficial owners of the
relevant Shares, such as trustees.
Shareholders who are in any doubt as to their tax position or
who may be subject to tax in a jurisdiction other than the UK
should consult an appropriate professional adviser. These comments
are not exhaustive and do not constitute legal or tax advice.
Taxation of Chargeable Gains
A Shareholder whose Shares are redeemed should be treated, for
the purposes of UK taxation of chargeable gains, as though he had
sold them on-market to a third party at the Redemption Price per
Share redeemed. A charge to capital gains tax or, in the case of a
corporate Shareholder, corporation tax on chargeable gains could
therefore arise depending on that Shareholder's particular
circumstances (including the availability of any exemptions,
reliefs and allowable losses).
A Shareholder who is not resident for tax purposes in the UK
whose Shares are redeemed pursuant to the Redemption will not
normally be liable for UK taxation on chargeable gains on any gain
which is
realised. However, a liability to tax may arise in respect of a
gain if such Shares are held for the purposes of a trade,
profession or vocation in the UK through a branch or agency (or, in
the case of a corporate Shareholder, a permanent establishment) or
realised by an individual Shareholder who is temporarily
non-resident who may be liable to capital gains tax under certain
anti-avoidance rules, which can impose taxation when the
non-resident returns to the United Kingdom.
The attention of investors is drawn to section 684 of the Income
Tax Act 2007 (ITA) (for individuals) and section 731 of the
Corporation Taxes Act 2010 (CTA) (for companies) under which HM
Revenue & Customs may seek to cancel tax advantages from
certain transactions in securities. No application for clearance
under section 701 of the ITA or section 748 of the CTA has been
made. In the event that HM Revenue & Customs did successfully
apply section 684 of the ITA (and associated provisions) or section
731 of the CTA (and associated provisions) to payments in respect
of the Redemption, HM Revenue & Customs might make such tax
assessment on any of the Shareholders as they consider necessary in
the circumstances, including the Shareholders as having received
any payment as an income receipt.
Individual Shareholders - taxation of income
The redemption of Shares pursuant to the Redemption will not
constitute a distribution for any Shareholder who is an individual
provided the Company is, as is intended, not UK tax resident.
Corporate Shareholders - taxation of income
The Company has been advised that payments to Shareholders (to
the extent that the payments represent repayment of capital and any
premium payable on issue of the Shares constituting new
consideration) in respect of the Redemption should not constitute
income distributions for UK tax purposes.
To the extent that the Redemption Price exceeds the original
subscription capital provided for the Shares, such amount may be
treated as an income distribution (and excluded from the chargeable
gains computation). However, generally any such distributions
should be exempt from a charge to corporation tax on income and the
tax treatment of this distribution will be as set out below.
However, the tax treatment of the distribution element paid by the
Company in respect of the Shares will depend upon the size of the
recipient company - any corporate Shareholder which is not "small"
will generally be exempt from corporation tax on income on the
distribution element.
Certain small companies will be taxed at their marginal rate of
corporation tax on all dividends and distributions, including the
distribution element of the Redemption Price, received from the
Company. In appropriate circumstances, a tax credit should also be
given for any underlying tax that is paid on the profits out of
which the dividend was paid, provided the relevant corporate
Shareholder controls at least 10 per cent. of the voting rights in
the Company and certain detailed conditions are satisfied.
Corporate Shareholders should seek their own separate advice as to
whether they are a small company for these purposes.
Corporate Shareholders - taxation of chargeable gains
Shareholders within the charge to UK corporation tax may be
subject to corporation tax on chargeable
gains in respect of any gain arising on a disposal of Shares.
Indexation allowance may apply to reduce any chargeable gain
arising on a disposal of the Shares pursuant to the Redemption but
will not create or increase an allowable loss.
Corporate Shareholders should take their own advice regarding
the chargeable gains implications of the Redemption but, broadly,
(a) where an amount treated as a distribution is taxable as income,
this amount should be excluded from the computation of the
chargeable gain and (b) where it is exempt, the distribution should
be included in the disposal proceeds for the purposes of the
computation of the
chargeable gain.
Offshore funds
The Company has been advised that it should not be regarded as a
mutual fund for the purposes of section 356 Taxation (International
and Other Provisions) Act 2010. On this basis a shareholding in the
Company should not be regarded as a relevant interest in an
offshore fund for tax purposes.
Stamp duty and stamp duty reserve tax
Shareholders will have no liability to UK stamp duty or stamp
duty reserve tax in respect of the redemption of their Shares.
This information is provided for general guidance only. The tax
treatment of the Redemption for particular Shareholders may depend
on their particular circumstances. Any Shareholder who is uncertain
as to the taxation treatment of redemption of their Shares should
obtain appropriate specialist advice.
4 Action to be taken
Depositary Interest Holders
No action is required to be taken by Depositary Interest
Holders. At 6.30 p.m. on the Record Date, the Old ISIN will be
disabled and on 7 July 2016, holders will receive the new
Depositary Interest under ISIN VGG729641511. Redemption proceeds
due will be settled through CREST by means of a CREST payment in
favour of the holder's payment bank in respect of the cash proceeds
due, in accordance with CREST payment arrangements. The Company
reserves the right to settle all or any part of the proceeds
referred to in this paragraph, in the manner referred to in
paragraph 2(ii) above, if, for any reason, it wishes to do so.
Shares held in certificated form
In order to receive payment for the redeemed Shares and the
balance share certificate(s) for Shares remaining in issue,
Shareholders should return to the Company's registrars the share
certificate(s) for the Shares to be redeemed by no later than 5.00
p.m. on 6 July 2016, or where any relevant share certificate has
been lost, a form of indemnity (and other applicable documentation
if required) duly completed and signed and returned in accordance
with the instructions printed thereon to Computershare Investor
Services PLC, The Pavilions, Bridgwater Road, Bristol BS99 6ZY.
If your completed documentation is not received by 5.00 p.m. on
6 July 2016, this will delay receipt of the relevant holder's
redemption consideration and issue of the share certificate(s) for
the remaining Shares.
If you have any questions about this process or cannot locate
your Share certificate(s) and need to execute a form of indemnity
you should contact Computershare on 0370 707 1438 if calling from
the UK or +44 (0)370 707 1438 if calling from outside the UK. The
helpline is available between the hours of 9.00am and 5.00pm
excluding weekends and public holidays, calls may be recorded and
monitored randomly for security and training purposes. The
Registrar cannot provide advice on the merits of the transaction
nor give any financial, legal or tax advice. If you are a CREST
sponsored member, you should contact your CREST sponsor before
taking any action.
Where a holding of a registered Shareholder or the same multiple
Shareholders is represented by one or more Share Certificate(s),
(i) this will be treated as a single holding for the purposes of
determining the number of Shares to be redeemed, and (ii) it will
only be necessary to surrender (a) Share certificate(s)
representing the number of Shares to be redeemed. The number of
Shares represented by any balance certificate will take into
account the number of Shares represented by retained
certificates.
A balance share certificate representing the retained shares and
a cheque for payment of the redemption proceeds (on the basis
described above) will be issued on or around 7 July 2016.
5 Further payments to Shareholders
Following completion of the Redemption, the Board will continue
to keep under review the return of remaining funds to Shareholders
subject to provision for the Group's contingent and actual
liabilities. Such provision includes warranties given in respect of
the various sale transactions in the UK and Germany although no
claims are expected to arise and the majority of the warranties are
due to expire during the course of 2016.
Yours sincerely
Patrick Hall
Chairman
This information is provided by RNS
The company news service from the London Stock Exchange
END
MSCFJMLTMBBTMLF
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