CIRCULAR RE RETURN OF CAPITAL AND RELATED MATTERS
HIGHLIGHTS
· The proposed Return of Capital to shareholders in December 2015 will be of approximately £414 million in aggregate.
· The effect of the proposed Reduction of Capital and Return of Capital will be that for every fully paid ordinary share of 15 pence each held at the Record Date (as defined in the Circular), a shareholder will receive 90 pence in cash.
· Trading in Ordinary Shares ex-entitlement to Capital Return is expected to be on 18 December 2015 with the expected dispatch of cheques to Shareholders or crediting of Shareholders' CREST accounts (as appropriate) in respect of Return of Capital entitlements, on or around 31 December 2015.
· Conditional on the approval of the Reduction of Capital and the Return of Capital at the General Meeting and by the Court, the Consolidation would consolidate the Company's ordinary shares so that every 10 ordinary shares with a nominal value of 1 penny (after the Reduction in Capital) would become 1 ordinary share of 10 pence (such shares having the same rights and being subject to the same restrictions (save as to nominal value) of the existing ordinary shares).
· Conditional on the approval of shareholders, the Company's name will be changed to Watchstone Group plc.
· Following the Return of Capital, in addition to its operating businesses, the Company expects to retain approximately £90 million in cash. The Group has a further £55 million held in escrow accounts relating to the Disposal and the Company retains rights to contingent consideration estimated to have a current value of approximately £39.6 million.
EXPECTED TIMETABLE OF EVENTS
Latest time and date for receipt of Forms of Proxy
10:00 a.m. on Tuesday 24 November 2015
General Meeting
10:00 a.m. on Thursday 26 November 2015
Court Hearing
10:00 a.m. on Wednesday 16 December 2015
Record Date
6:00 p.m. on Thursday 17 December 2015
Ordinary Shares commence trading ex-entitlement to Return of Capital
8:00 a.m. on Friday 18 December 2015
Registration of Court Order and Effective Date of Return of Capital
Friday 18 December 2015
Consolidation Record Date
6:00 p.m. on Friday 18 December 2015
Share Consolidation Effective and Consolidated Ordinary Shares commence trading
8:00 a.m. on Monday 21 December 2015
Dispatch of cheques to Shareholders or Shareholders' CREST accounts credited (as appropriate) in respect of Return of Capital entitlements
On or around 31 December 2015
Notes
These dates (except those of the receipt of Forms of Proxy and of the General Meeting) are estimates only, being subject to agreement of hearing dates with the Court. The timetable assumes that the General Meeting is not adjourned as a result of there being no quorum, or for any other reason. If there is an adjournment, all subsequent dates are likely to be later than those shown. Any changes will be notified to Shareholders by an announcement on the Regulatory News Services of the London Stock Exchange.
All references to time in this announcement are to London time.