Company name |
Grafton Group plc |
Headline |
Change of Listing Arrangements and Reporting Currency |
Grafton Group plc
16 September 2013
Grafton Group plc
Change of Listing Arrangements and Reporting Currency
16 September 2013
Grafton Group plc (the "Company", "Grafton" or the "Group"), the builders merchanting and DIY Group with operations in the UK, Ireland and Belgium, announced on 28 August 2013 that its Board was undertaking a review of the listing arrangements for Grafton Units.
This review was prompted by the fact that the Group has achieved significant growth in scale and geographic diversification since its shares were originally listed on the Dublin and London stock exchanges. Three quarters of the Group's revenue has for some time been generated in the UK and most of the Group's development activity is taking place outside Ireland. In addition, the shareholder profile of Grafton has changed significantly and the majority of the Group's shares are now held by institutional investors located outside of Ireland.
Following the completion of its review, which included consultations with a range of shareholders, the Board has determined that it would be beneficial for Grafton Units to be included in the FTSE UK Index Series. The Board believes that this would increase the Group's profile and its suitability as an investment for UK and international investors. However, the Company's primary listing on the Irish Stock Exchange (the "ISE") prevents it from being eligible for inclusion in the FTSE UK Index Series. The Board has therefore decided to cancel the Company's listing on the ISE while maintaining the Premium Listing of Grafton Units on the Official List of the United Kingdom Listing Authority ("UKLA Official List").
A notice period of 20 business days, which commences today, is required to effect this change. A shareholder vote will not be required.
The Company's listing on the Official List of the ISE will be cancelled pursuant to the ISE Listing Rules and trading of Grafton Units on the Main Securities Market of the ISE will cease, pursuant to the ISE Admission to Trading Rules, with effect from close of business on 15 October 2013. Grafton Units will continue to trade on the ISE in euro until 15 October 2013 and after this date Grafton Units will be traded solely on the London Stock Exchange (the "LSE") in Sterling.
The FTSE Nationality Committee, which determines eligibility for the FTSE UK Index Series, is scheduled to meet on 12 November 2013 in advance of the FTSE quarterly review on 11 December 2013. Subject to the independent deliberations of the FTSE committees, and provided Grafton maintains the Premium Listing of the Grafton Units on the LSE, that those Units trade in Sterling and that they achieve adequate liquidity on the LSE, it is anticipated that Grafton would be included in the FTSE UK Index Series from the close of trading on 20 December 2013.
The Board has also determined that the Group's annual financial statements for the year ending 31 December 2013 will be presented in Sterling. Three quarters of the Group's revenue has for some time been generated in the UK in Sterling. In the past, fluctuations in the Sterling/euro exchange rate have given rise to differences between reported results and constant currency results. The Board believes that this change will help to provide a clearer understanding of the Group's financial performance by reflecting the functional currency of the majority of the Group's operations, and that it will reduce the impact of currency movements on reported results.
The Board intends that, from March 2014, dividends will be declared in Sterling. The Group will, however, continue to offer shareholders the option of receiving their dividends in either Sterling or euro. The Company's share capital will remain denominated in euro and existing share certificates will remain valid.
With effect from the 16 October 2013, the Company will also become subject to the shared jurisdiction of the UK Panel on Takeovers and Mergers and the Irish Takeover Panel and will therefore also adhere to the principles of the UK City Code on Takeovers and Mergers. The Company will continue to adhere to the principles of the UK Corporate Governance Code and the requirements on pre-emption rights and will remain subject to all of the super-equivalent regulatory obligations associated with its Premium Listing on the UKLA Official List. There will be no material effect on the shareholder rights and investor protections currently applicable to an investment in Grafton.
Importantly, none of the changes that will be implemented will have any impact on the operations of Grafton Group plc which will remain headquartered, domiciled and tax resident in Ireland. The Group also remains fully committed to its Irish operations.
The Board believes that the effects of the changes to be implemented should be to increase the Group's profile and its suitability as an investment for UK and international investors and that they are therefore in the best long-term interests of the Group and its shareholders.
Lazard & Co., Limited is acting as financial adviser to the Group in connection with the change of listing arrangements referred to in this announcement.
Grafton Group Chief Executive Officer, Gavin Slark commented:
"The development of Grafton Group has benefitted over almost half a century from its listing on the Irish Stock Exchange. The listing facilitated Grafton's successful growth to the point where three quarters of the Group's revenue and most of its development activity now takes place outside of Ireland.
"The decision to move the listing responds to the new realities facing Grafton, including the significant changes in its shareholder base with the majority of the Group's shares now held by institutional investors outside Ireland, and will provide the Group with the platform from which to grow the business even further."
For further information please contact:
Grafton Group plc (+353 1 2160600)
Gavin Slark Chief Executive Officer
David Arnold Chief Financial Officer
Murray Consultants (+353 1 4980300)
Joe Murray
MHP Communications (+44 20 3128 8756)
John Olsen
James White
This information is provided by RNS
The company news service from the London Stock Exchange
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