17 February 2014
IMI plc announces its Share Capital Consolidation, the results of elections relating to its Return of Cash and the issue of B Shares and C Shares
IMI plc ("IMI" or the "Company") announces that the Share Capital Consolidation and the allotment and issue of the B Shares and C Shares relating to its Return of Cash will each occur today.
Share Capital Consolidation and Admission of New Ordinary Shares
The Share Capital Consolidation, by which every 8 Existing Ordinary Shares of 25 pence each will be consolidated into 7 New Ordinary Shares of 28 4/7 pence each, will take effect from 8.00 a.m. today. As at that time, 285,628,112 New Ordinary Shares of 28 4/7 pence each (under ISIN GB00BGLP8L22) will be admitted to the premium listing segment of the Official List and to trading on the London Stock Exchange's main market for listed securities.
With effect from Admission, share certificates in respect of Existing Ordinary Shares will cease to be valid. It is expected that share certificates in respect of New Ordinary Shares will be despatched by 10 March 2014 to those Shareholders who held their Existing Ordinary Shares in certificated form and, until such time, Shareholders should retain any share certificate(s) they currently hold in respect of Existing Ordinary Shares. Shareholders who held their Existing Ordinary Shares in CREST will have the New Ordinary Shares to which they are entitled automatically credited to their CREST accounts at approximately 8.00 a.m. today.
Results of elections and the issue of B Shares and C Shares
As at the Election Deadline of 4.30 p.m. on 14 February 2014, Shareholders' elections (or deemed elections) for the Alternatives in respect of the Return of Cash were as follows:
|
Number of Existing Ordinary Shares (excluding treasury shares) |
|
|
Income Option |
228,744,051 (73.75%) |
Immediate Capital Option |
75,928,619 (24.48%) |
Deferred Capital Option |
5,475,074 (1.77%) |
TOTAL |
310,147,744 (100.00%) |
Shareholders who had not made a valid election for the Immediate Capital Option or the Deferred Capital Option by the Election Deadline, and all US Shareholders and other Restricted Shareholders, have been deemed to elect for the Income Option in respect of all of their Return of Cash Entitlement.
Based on Shareholders' elections (or deemed elections) for the Alternatives set out above, 81,403,693 B Shares of 200 pence each and 228,744,051 C Shares of 0.001 pence each will be allotted and issued at 8.00 a.m. today, divided between the Alternatives as follows:
|
Number of B Shares and C Shares |
|
|
Income Option |
228,744,051 C Shares |
Immediate Capital Option |
75,928,619 B Shares |
Deferred Capital Option |
5,475,074 B Shares |
TOTAL |
81,403,693 B Shares and 228,744,051 C Shares |
As all valid elections for the Immediate Capital Option and the Deferred Capital Option can be satisfied in full by the issue of B Shares, no C Shares will be issued pursuant to either of those Alternatives and J.P. Morgan Cazenove will not, therefore, be required to make the Purchase Offer.
No application has been, or will be, made to the UK Listing Authority or to the London Stock Exchange, respectively, for any of the B Shares or C Shares to be admitted to the Official List or to trading on the London Stock Exchange's main market for listed securities, nor will the B Shares or C Shares be listed or admitted to trading on any other recognised investment exchange.
No share certificates will be issued in respect of the B Shares or the C Shares. No CREST accounts will be credited with B Shares issued pursuant to the Immediate Capital Option or the C Shares. Shareholders who held their Existing Ordinary Shares in CREST and who made a valid election pursuant to the Deferred Capital Option will automatically have any B Shares issued to them under the Deferred Capital Option credited to their CREST accounts at approximately 8.00 a.m. today.
Voting rights and capital
For the purposes of the Financial Conduct Authority's Disclosure and Transparency Rule 5.6.1A(1), the Company's issued share capital that will be admitted to trading on the London Stock Exchange's main market as at 8.00 a.m. today will consist of 285,628,112 New Ordinary Shares of 28 4/7 pence each, of which 14,248,836 are held in treasury. Therefore, the total number of voting rights attaching to shares in the Company admitted to trading on the London Stock Exchange's main market (excluding rights attaching to treasury shares) will be 271,379,276.
Following the Share Capital Consolidation becoming effective, the above figure of 271,379,276 may be used by Shareholders as the denominator for the calculations by which it will be determined if they are required to notify their interest in, or a change to their interest in, New Ordinary Shares in IMI under the Financial Conduct Authority's Disclosure and Transparency Rules.
Terms used in this announcement but which are not otherwise defined shall have the same meanings as set out in the circular published by the Company on 21 January 2014 in relation to the Return of Cash.
Enquiries to:
Will Shaw IMI Tel: +44 (0)121 717 3712
Suzanne Bartch StockWell Communications Tel: +44 (0)20 7240 2486
Robert Morgan
Edmund Byers J.P. Morgan Cazenove Tel: +44 (0)20 7777 2000
James Thomlinson
Andrew Seaton Citi Tel: +44 (0)207 986 0500
Christopher Wren
Ends
