Pre-Annual General Meeting Information • Mar 18, 2013
Pre-Annual General Meeting Information
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If you are in any doubt as to the action you should take, you are recommended to seek your own financial advice immediately from your stockbroker, bank manager, solicitor, accountant or other independent financial adviser authorised under the Financial Services and Markets Act 2000 (FSMA) if you are resident in the United Kingdom or, if not, from another appropriately authorised independent financial adviser.
If you have sold or otherwise transferred, or sell or otherwise transfer prior to 8.00 am on 22 April 2013, your entire holding of Ordinary Shares, please send this document (but not any personalised Form of Proxy or Form of Election) as soon as possible to the purchaser or transferee or to the stockbroker, bank or other agent through whom the sale or transfer was effected for onward transmission to the purchaser or transferee. However, such documents must not be forwarded or transmitted in or into any jurisdiction in which to do so would constitute a breach of the relevant laws of such jurisdiction. If you have sold or otherwise transferred only part of your holding of Ordinary Shares, you should retain this document and consult the stockbroker, bank or other agent through whom the sale or transfer was effected.
The B Shares, the C Shares and the Deferred Shares have not been marketed and are not available to the public, in whole or in part, in connection with the proposed Return of Cash.
No application will be made to the UK Listing Authority or to the London Stock Exchange for any of the B Shares, C Shares or Deferred 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 the C Shares or the Deferred Shares be listed or admitted to trading on any other investment exchange.
(Incorporated and registered in England no: 1818486)
This document should be read as a whole. Your attention is drawn to the letter from the Chairman of Persimmon which is set out in Part 2 of this document and which contains a recommendation by the Directors that Shareholders vote in favour of the resolution to be proposed at the General Meeting referred to below.
You should note that the Return of Cash is conditional upon the approval by Shareholders of the Resolution.
Notice of a General Meeting of the Company to be held at York Racecourse, Knavesmire Road, York YO23 1EX at 12.30 pm on 18 April 2013 (or as soon thereafter as the Annual General Meeting has concluded or been adjourned) is set out at the end of this document. A pink Form of Proxy for use at the General Meeting is enclosed with this document.
Merrill Lynch International, which is authorised and regulated in the United Kingdom by the FSA, is acting as sole financial adviser to Persimmon in relation to the Return of Cash and is not advising any other person and accordingly will not be responsible to anyone other than Persimmon for providing the protections afforded to clients of Merrill Lynch International nor for providing advice in connection with the proposed Return of Cash or the contents of this document or any other matter referred to herein.
None of the B Shares, C Shares or Deferred Shares have been or will be registered under the US Securities Act or the state securities laws of the United States and none of them may be offered or sold in the United States unless pursuant to a transaction which has been registered under the US Securities Act and/or relevant state securities laws or which is not subject to the registration requirements of the US Securities Act or such laws, either because of an exemption therefrom or otherwise.
None of the US Securities and Exchange Commission, any state securities commission in the United States, nor any other securities commission or regulatory authority has approved or disapproved of the securities described in this document or determined if this document is truthful, complete or accurate. Any representation to the contrary is a criminal offence in the United States.
The attention of non-UK Shareholders is drawn to Part 6, paragraph 7 of this document.
Shareholders resident or with a registered address in the United States of America, Canada, Australia, Japan, the Republic of South Africa or New Zealand will be deemed to have elected for the Income Option (C Shares) and will automatically receive the C Share Dividend if the Return of Cash is approved by Shareholders. The Capital Option (B Shares) is not being offered to Shareholders resident or with a registered address in any of these jurisdictions.
The release, publication or distribution of this document in jurisdictions other than the United Kingdom may be restricted by law. Persons into whose possession this document comes should inform themselves about, and observe, any applicable restrictions or requirements. Any failure to comply with such restrictions may constitute a violation of the securities laws of any such jurisdiction. This document has been prepared for the purposes of complying with English law and the Listing Rules and the information disclosed may not be the same as that which would have been disclosed if this document had been prepared in accordance with the laws and regulations of any jurisdiction outside England and Wales. The statements contained in this document are made as at the date of this document, unless some other time is specified in relation to them, and the publication of this document shall not give rise to any implication that there has been no change in the facts set forth herein since such date. Nothing contained in this document shall be deemed to be a forecast, projection or estimate of the future financial performance of Persimmon.
| PART 1—EXPECTED TIMETABLE OF PRINCIPAL EVENTS | 1 |
|---|---|
| PART 2—LETTER FROM THE CHAIRMAN | 2 |
| PART 3—FREQUENTLY ASKED QUESTIONS | 5 |
| PART 4—UNITED KINGDOM TAXATION IN RELATION TO THE RETURN OF CASH | 9 |
| PART 5—MAKING AN ELECTION | 12 |
| PART 6—DETAILS OF THE RETURN OF CASH | 15 |
| PART 7—TERMS AND CONDITIONS OF THE B SHARES | 20 |
| PART 8—TERMS AND CONDITIONS OF THE C SHARES | 22 |
| PART 9—TERMS AND CONDITIONS OF THE DEFERRED SHARES | 24 |
| PART 10—ADDITIONAL INFORMATION | 25 |
| PART 11—DEFINITIONS | 26 |
| NOTICE OF GENERAL MEETING | 28 |
| 2013 | |
|---|---|
| Latest time and date for receipt of the pink Form of Proxy or electronic proxy or CREST Proxy Instruction for the General Meeting |
12.30 pm on 16 April |
| Annual General Meeting | 12 noon on 18 April |
| General Meeting | 12.30 pm on 18 April |
| (or as soon thereafter as the Annual General Meeting has concluded or been adjourned) | |
| Record Date for Share Entitlement | 6.00 pm on 19 April |
| CREST accounts credited with "interim CREST entitlements" in respect of Ordinary Shares | 8.00 am on 22 April |
| Ordinary Shares commence trading ex-Share Entitlement | 8.00 am on 22 April |
| Latest time and date for receipt of Form of Election or USE Instruction | 11.00 am on 3 May |
| B Shares and C Shares allotted | 6 May |
| C Share Dividend becomes payable | 28 June |
| Reclassification of C Shares in respect of which the C Share Dividend is payable, into Deferred Shares. |
28 June |
| Redemption of B Shares issued under the Capital Option | 28 June |
| Despatch of cheques or payment by BACS to mandated accounts (as appropriate) in respect of the C Share Dividend under the Income Option |
by 28 June |
| Despatch of cheques or CREST accounts credited in respect of the redemption of B Shares under the Capital Option |
by 28 June |
Notes:
(Incorporated and registered in England no: 1818486)
Registered Office: Persimmon House Fulford York YO19 4FE
18 March 2013
Directors: Nicholas Wrigley (Chairman) Mike Farley (Group Chief Executive) Jeff Fairburn (Group Managing Director) Mike Killoran (Group Finance Director) Nigel Greenaway (South Division Chief Executive) Richard Pennycook (Non-executive Director) Neil Davidson (Non-executive Director) Jonathan Davie (Non-executive Director) Mark Preston (Non-executive Director) Marion Sears (Non-executive Director)
Dear Shareholder
The Directors announced on 25 February 2013 that they proposed, subject to Shareholder approval, to return 75 pence per share, or approximately £227 million in aggregate, to Shareholders and I am writing to you to provide further details of this proposal. The Board has decided to effect the Return of Cash through an issue of B Shares and/or C Shares which is intended to give Shareholders, other than those who are resident in a Prohibited Territory, a choice of receiving their cash as either a return of capital or as dividend income or any combination of the two.
If the Return of Cash is approved at the General Meeting, Shareholders on the register at the close of business on 19 April 2013 will receive payment of 75 pence per Ordinary Share on 28 June 2013.
Under this proposal, Shareholders will receive a bonus issue of a newly created class of shares, either B Shares or C Shares, pro rata to their holding of Ordinary Shares. Under the Capital Option (B Shares) each B Share will be redeemed by the Company for 75 pence. Under the Income Option (C Shares) a dividend of 75 pence will be payable in respect of each C Share. Shareholders will be able to elect for either Option, or a combination of the two, in respect of their Share Entitlement as described in paragraph 3 below, provided they are not resident in a Prohibited Territory in which case their attention is drawn to paragraph 4 below.
Shareholders who do not make a valid election for either the Capital Option (B Shares) or the Income Option (C Shares) will be deemed to have elected for the Income Option (C Shares) in respect of all their Share Entitlement.
This structure has been chosen to effect the Return of Cash because it gives Shareholders (other than those resident in a Prohibited Territory) a choice as to how they receive their cash, which is intended to give UK tax-resident Shareholders flexibility in the tax treatment of their proceeds. It also treats all Shareholders equally relative to the size of their existing shareholdings in the Company.
This document describes the details of the Return of Cash, for which your approval is being sought at a General Meeting to be held at 12.30 pm on 18 April 2013, following the conclusion of the Annual General Meeting. The notice of the General Meeting, which contains the resolution to be proposed, is set out at the end of this document.
Please note that, whether or not you intend to be present at the General Meeting, it is important that you vote on the proposed Return of Cash by completing the pink Form of Proxy and returning it to Computershare in accordance with the printed instructions, or vote electronically through the Computershare website at www.eproxyappointment.com or submit a CREST Proxy Instruction to arrive at Computershare Investor Services as soon as possible and in any event no later than 12.30 pm on 16 April 2013. Please refer to Part 6, paragraph 12 of this document which contains information about the General Meeting.
Please read the whole of this document and not just the summarised information set out in this letter or the 'Frequently Asked Questions' in Part 3.
In February 2012 the Board announced the adoption of a new long term strategy designed to deliver greater certainty of returns to our Shareholders. The strategy aims to return £1.9 billion (£6.20 per share) of surplus capital to Shareholders over a nine and a half year period ending in 2021 whilst at the same time building a stronger, larger business.
This strategy has resulted in a cash balance of approximately £201 million as at 31 December 2012.
In accordance with the intended timetable of the Capital Return Plan, the Company now proposes to return to Shareholders 75 pence in cash for each Ordinary Share held at 6.00 pm on 19 April 2013. This first payment will be made on 28 June 2013, subject to Shareholders' approval of the Return of Cash.
The precise aggregate amount of the Return of Cash will depend on the number of Ordinary Shares in issue at 6.00 pm on 19 April 2013. However, based on the number of Ordinary Shares in issue on 11 March 2013 (being the latest practicable date prior to the publication of this document), the Return of Cash would amount to approximately £227 million in total.
At the closing middle-market price of 936.5 pence per Ordinary Share on 11 March 2013 (being the latest practicable date prior to the publication of this document), the proposed Return of Cash represents approximately 8 per cent. of Persimmon's market capitalisation at that date.
The Company does not anticipate paying any dividends in addition to the value of the planned capital return. The Company may choose to make future returns by similar means to the Return of Cash or by ordinary dividend payments, whilst maintaining its stated intention to return approximately £1.9 billion of surplus capital to Shareholders over a nine and a half year period ending in 2021.
You may choose between (i) the Capital Option (B Shares), (ii) the Income Option (C Shares), or (iii) a combination of the two in relation to your Share Entitlement (unless you are resident in a Prohibited Territory). To make your election, you should complete and return your Form of Election or, if your Ordinary Shares are held in CREST and you wish to choose the Capital Option (B Shares) or a combination of the two Options, you should give a USE Instruction. Details of how to do so are set out in Part 5 of this document. There are no dealing expenses or commissions which arise in relation to the redemption of B Shares issued under the Capital Option (B Shares). Shareholders who are resident in the UK should read Part 4 of this document since the Options are expected to have different UK tax consequences.
If you elect for the Capital Option (B Shares) in respect of some or all of your Share Entitlement, you will receive one B Share in respect of each corresponding Ordinary Share held at the Record Date.
Where B Shares are issued to satisfy valid elections for the Capital Option (B Shares), it is expected that each such B Share will be redeemed by the Company for 75 pence and that the proceeds from the redemption will be sent to Shareholders, or CREST accounts will be credited, by 28 June 2013. Each such B Share will be cancelled on redemption.
It is expected that the amounts received under the Capital Option (B Shares) upon redemption of the B Shares should generally be taxed as a return of capital for UK tax purposes. UK tax resident Shareholders should read Part 4, paragraph 2 of this document for further information.
If you elect or are deemed to have elected for the Income Option (C Shares) in respect of some or all of your Share Entitlement, you will receive one C Share in respect of each corresponding Ordinary Share held at the Record Date. A single dividend of 75 pence will become payable on each such C Share on 28 June 2013. It is expected that cheques will be despatched to you or mandated bank accounts will be credited (as appropriate) by 28 June 2013.
It is expected that the C Share Dividend will generally be treated as income for UK tax purposes. UK tax resident Shareholders should read Part 4, paragraph 3 of this document for further information.
Once the C Share Dividend has been paid, each C Share will be reclassified as a Deferred Share which will carry extremely limited rights and will have negligible value. The Company expects to purchase the Deferred Shares for an aggregate consideration of one penny and then cancel the Deferred Shares in July 2013. In view of the negligible amount of the aggregate consideration for the Deferred Shares, Shareholders will not be entitled to have any part of the aggregate consideration paid to them.
None of the B Shares, C Shares or Deferred Shares will be admitted to trading. Please refer to Part 6 of this document for further details.
The attention of those Shareholders who are not resident in the United Kingdom or who are citizens, residents or nationals of other countries is drawn to the information set out in Part 6, paragraph 7. The tax consequences of the Return of Cash may vary for overseas Shareholders and accordingly, overseas Shareholders should consult their own independent professional adviser without delay.
If you are resident in a Prohibited Territory you will automatically receive a C Share Dividend under the Income Option (C Shares) and you do not need to return a Form of Election. You are, however, encouraged to vote on the Resolution as the Return of Cash will not take effect and Shareholders will not receive cash unless the Resolution is passed.
The Capital Option (B Shares) is not being offered to Shareholders resident in a Prohibited Territory.
The procedure for making elections depends on whether your Ordinary Shares are held in certificated or uncertificated form. Details of how to complete and return your Form of Election are set out in Part 5, paragraph 1 of this document. Details of how to make your election through CREST are set out in Part 5, paragraph 2 of this document. Properly completed and returned Forms of Election and elections made through CREST will not become effective until 11.00 am on 3 May 2013 (the Election Deadline).
In order to comply with legislation the proposed Return of Cash requires the approval of Shareholders. At the General Meeting, notice of which is set out at the end of this document, one resolution will be proposed, as a special resolution, to adopt new Articles of Association setting out the rights of the B Shares, C Shares and Deferred Shares and to approve and authorise certain steps to be taken by the Company and its Directors for the purposes of implementing the proposed Return of Cash.
Further details and explanations of the proposed Resolution are set out in Part 6, paragraph 13 of this document.
The Directors, who have received financial advice from Merrill Lynch International, consider that the Return of Cash and the Resolution (as set out in the Notice of General Meeting) are in the best interests of the Company and the Shareholders as a whole. In providing advice to the Directors, Merrill Lynch International has relied upon the Directors' commercial assessment of the Return of Cash.
The Directors recommend Shareholders vote in favour of the resolution set out in the Notice of General Meeting, as they intend to do in respect of their own beneficial holdings, which as at 11 March 2013 (being the latest practicable date prior to the publication of this document) amounted in aggregate to 1,299,240 Ordinary Shares, representing approximately 0.4 per cent. of the current issued share capital of Persimmon.
Yours faithfully
Nicholas Wrigley Chairman
These questions and answers are aimed particularly at Shareholders who are resident in the UK for tax purposes. They set out some frequently asked questions and provide brief responses. Please read both the questions and answers below and this document as a whole carefully. Times and dates specified below are expected times and dates and may be subject to change as set out in the rest of the document. The questions with answers below assume you do not hold shares through CREST unless CREST is specifically mentioned.
Persimmon proposes to return 75 pence in cash to Shareholders for each Ordinary Share held at 6.00 pm on 19 April 2013. The cash will be returned through the issue of B Shares and/or C Shares.
The Return of Cash is part of the Board's strategy for delivering value to Shareholders. The aim is to return approximately £1.9 billion (£6.20 per share) of surplus capital to Shareholders over a nine and a half year period ending in 2021 whilst at the same time building a stronger, larger business.
This strategy has resulted in a cash balance of approximately £201 million as at 31 December 2012.
In accordance with the intended timetable of the Capital Return Plan, the Company now proposes to return to Shareholders 75 pence in cash for each Ordinary Share held at 6.00 pm on 19 April 2013. This first payment will be made under the proposed Return of Cash on 28 June 2013, subject to Shareholders passing the Resolution.
Persimmon has chosen a method of returning surplus cash intended to enable Shareholders to elect how they receive the cash for UK tax purposes, known as a B/C share scheme (referred to in this document as the Return of Cash).
In respect of each Ordinary Share that you hold at 6.00 pm on 19 April 2013, you may elect to receive one B Share or one C Share, unless you are a Shareholder resident in a Prohibited Territory. Each B Share or C Share entitles you to receive 75 pence in cash via one of the Options as explained in question 8 below.
The Return of Cash will be available in respect of each Ordinary Share registered in your name at 6.00 pm on 19 April 2013.
You are still free to buy or sell Ordinary Shares but you will only be entitled to have B Shares or C Shares issued in respect of Ordinary Shares held at 6.00 pm on 19 April 2013.
Your Directors recommend that you vote in favour of the Resolution. You can vote in person at the General Meeting, or by returning your pink Form of Proxy or by voting electronically through the Computershare website at www.eproxyappointment.com or by submitting a CREST Proxy Instruction. Further details and explanations of the Resolution are set out in Part 6, paragraph 13 of this document.
You need to complete, sign and return your pink Form of Proxy to Computershare, or vote electronically through the Computershare website at www.eproxyappointment.com (full details are given on your Form of Proxy) or submit a CREST Proxy Instruction to arrive as soon as possible and, in any event, no later than 12.30 pm on 16 April 2013. If you return a completed Form of Proxy or submit an online proxy or CREST Proxy Instruction, this does not prevent you from attending and voting at the meeting yourself.
The Form of Proxy, which is pink to distinguish it from the form of proxy for the Annual General Meeting which is blue, is enclosed with this document. A duplicate Form of Proxy may be obtained by telephoning Computershare on 0870 703 0178 (or +44 (0)870 703 0178, if calling from outside the UK) between 9.00 am and 5.00 pm on any Business Day. Please note that calls to these numbers may be monitored or recorded. Calls from within the UK cost approximately eight pence per minute (excluding VAT) when dialled from a BT line. Other telephone provider costs may vary. Calls to +44 (0)870 703 0178 from outside the UK are charged at applicable international rates.
Persimmon is giving you a choice of intended tax treatment on the Return of Cash. You may choose between:
Your choice between the Capital Option (B Shares) and the Income Option (C Shares) is likely to depend on your personal tax circumstances. No dealing expenses or commissions will arise on redemption of the B Shares under the Capital Option (B Shares). We have set out some general guidance below (see question 21) to assist you. You are also referred to Part 4 of this document.
If you are resident in a Prohibited Territory you will automatically be deemed to have elected for the Income Option (C Shares) in respect of all of your Share Entitlement and no further election is required by you.
Further information on each of the Capital Option (B Shares) and the Income Option (C Shares) is set out in Part 6, paragraphs 4(a) and 4(b), respectively, of this document.
Each Shareholder must consider the Options available in the light of their own circumstances, and no recommendation can be given by the Directors or the Company in this respect. After consideration, some Shareholders may determine that they are indifferent as to the choice to be made. Such Shareholders should note that to the extent the Income Option (C Shares) is chosen by Shareholders this should assist the Company in preserving its ability to offer a similar choice between income or capital on any future returns of cash to Shareholders.
If you choose the Capital Option (B Shares) in respect of ALL of your Share Entitlement, you need to complete the Form of Election (including Box 1) and sign and send it back to Computershare in the prepaid envelope enclosed with this document.
If you wish to choose the Income Option (C Shares) in respect of ALL of your Share Entitlement, you should complete the Form of Election (including Box 2) and sign and send it back to Computershare in the prepaid envelope enclosed with this document.
If you do nothing your attention is drawn to question 14.
If you elect through CREST, you only need to submit a validly authenticated and correctly completed USE Instruction if you wish to choose the Capital Option (B Shares) in respect of ALL your Share Entitlement or a combination of the Capital Option (B Shares) and the Income Option (C Shares).
If you fail to validly complete your Form of Election, do not sign it or do not return it to Computershare or, in the case of Shareholders electing through CREST, if you do not submit a USE Instruction validly authenticated and correctly completed, in each case, to arrive by 11.00 am on 3 May 2013, you will be deemed to have elected for the Income Option (C Shares) in respect of all of your Share Entitlement, and you will be sent the C Share Dividend by 28 June 2013.
Shareholders wishing to withdraw their election should telephone Computershare on 0870 703 0178 (or +44 (0)870 703 0178, if calling from outside the UK) between 9.00 am and 5.00 pm on any Business Day and, if wishing to re-elect in respect of their Share Entitlement request a replacement Form of Election or receive instructions on how to re-elect through CREST. Please note that calls to these numbers may be monitored or recorded. Calls from within the UK cost approximately eight pence per minute (excluding VAT) when dialled from a BT line. Other telephone provider costs may vary. Calls to +44 (0)870 703 0178 from outside the UK are charged at applicable international rates.
Please refer to Part 6, paragraph 6 of this document for more details on the requirements for withdrawal and re-election.
If you wish to withdraw your election in respect of your Share Entitlement whether you hold your Ordinary Shares in certificated or uncertificated form, your replacement Form of Election or your re-election via CREST (as applicable) needs to be sent to Computershare as soon as possible and in any event must be received no later than 11.00 am on 3 May 2013 as set out in Part 5 of this document.
The Form of Election allows you to choose the Capital Option (B Shares) and/or the Income Option (C Shares) in respect of some or all of your Share Entitlement. Your elections will not become effective until 11.00 am on 3 May 2013. If you hold your Ordinary Shares in CREST you will not receive a Form of Election. See Part 5 for more information on completing the Form of Election. Should you fail to validly complete and return the Form of Election to Computershare, or if you are resident or have a registered address in a Prohibited Territory, you will be deemed to have elected for the Income Option (C Shares) in respect of ALL of your Share Entitlement.
If you do not validly complete and return your Form of Election by 11.00 am on 3 May 2013, you will be treated as having chosen the Income Option (C Shares) in respect of all of your Share Entitlement (unless otherwise determined by the Directors) and, provided the Resolution is passed, you will receive C Shares and subsequently be sent a cash payment in respect of the C Share Dividend of 75 pence per C Share by 28 June 2013.
If you do not return your Form of Election, you will be deemed to have elected for the Income Option (C Shares) and you will receive C Shares and subsequently be sent the C Share Dividend of 75 pence per C Share by 28 June 2013.
If you sell your entire holding of Ordinary Shares before 8.00 am on 22 April 2013, please send this document (but not any personalised Form of Proxy or Form of Election) as soon as possible to the purchaser or transferee, or to the stockbroker, bank or other agent through whom the sale or transfer was effected for onward transmission to the purchaser or transferee. However, such documents must not be forwarded or transmitted in or into any jurisdiction in which to do so would constitute a breach of the relevant laws of such jurisdiction.
If you sell only part of your holding of Ordinary Shares before 8.00 am on 22 April 2013, you should retain this document and consult the stockbroker, bank or other agent through whom the sale or transfer was effected.
If you sell some or all of your Ordinary Shares after 8.00 am on 22 April 2013, they will trade ex-entitlement or 'ex-dividend' and you will remain entitled to the Return of Cash. The purchaser or transferee will not receive the Share Entitlement in respect of such Ordinary Shares.
If you choose, or are deemed to have chosen, the Income Option (C Shares) in respect of some or all of your Share Entitlement, your C Shares will automatically become Deferred Shares on 28 June 2013 when the C Share Dividend will become payable. The Deferred Shares will have very limited rights—further details are set out in Part 9 of this document. It is intended that all of the Deferred Shares in issue will be repurchased by the Company for total consideration of one penny and cancelled in July 2013.
No, share certificates will not be issued in respect of the B Shares, C Shares or Deferred Shares.
No, none of the B Shares, C Shares or Deferred Shares will be listed or tradeable on the London Stock Exchange or any other recognised investment exchange.
The B Shares, C Shares and Deferred Shares will be transferable in accordance with the Articles by an instrument of transfer in usual or common form. Nevertheless, given that neither the B Shares, the C Shares nor the Deferred Shares will be listed or tradeable on the London Stock Exchange there will be no ready market in which you can sell these shares. The Company expects to repurchase all of the Deferred Shares in July 2013.
It is expected that the Return of Cash will have no impact on existing awards or options granted under the Persimmon Share Schemes.
If you are a UK resident individual Shareholder then, depending on your circumstances, the tax treatment for each of the relevant options is broadly expected to be as follows:
It is expected that the issue of the B Shares should not be a taxable event for you and that the proceeds of the redemption of the B Shares should generally be treated as a capital disposal for tax purposes in the tax year ending 5 April 2014.
It is expected that the issue of the C Shares should not be a taxable event for you, that the C Share Dividend should generally be treated as income for tax purposes and that the subsequent repurchase of the Deferred Shares should be treated as a capital disposal for tax purposes in the tax year ended 5 April 2014.
The above is only a basic guide. We have set out a general guide to taxation for Shareholders resident in the United Kingdom for tax purposes in Part 4 of this document. Please read the relevant paragraphs carefully. If you have a complicated tax position, or are otherwise in any doubt about your tax circumstances, or if you are subject to tax in a jurisdiction other than the United Kingdom, you should consult your professional adviser.
It is expected that a cheque for the proceeds of redemption of the B Shares will be sent to you, or that your CREST account will be credited by 28 June 2013, as appropriate.
It is expected that the C Share Dividend will be credited to your bank account on 28 June 2013 or, if you do not have a valid existing bank mandate, a cheque for the C Share Dividend will be sent to you by 28 June 2013, as appropriate.
No, given that the Directors are proposing to return the cash through an issue of B Shares and/or C Shares, there will not be a re-investment facility.
You should contact your ISA plan manager or nominee account holder who will be able to advise you of the procedure for voting on the Return of Cash at the General Meeting and making an election in respect of the Share Entitlement.
Shareholders resident outside the United Kingdom or who are nationals or citizens of jurisdictions outside the United Kingdom should read the additional information set out in Part 6, paragraph 7 of this document.
Persimmon is required to provide all Shareholders with full details of the Return of Cash. This document contains important information and you should read it carefully as you have a right to vote on the Return of Cash and make elections in respect of the Share Entitlement.
Whilst the technical aspects of the Return of Cash may appear complicated, in essence the intention is simple – to return 75 pence to Shareholders for each Ordinary Share that they hold and to give Shareholders a choice of receiving the return either as a return of capital or as income.
If you are in any doubt as to the action you should take, you should immediately consult your stockbroker, bank manager, solicitor, accountant or other independent professional adviser authorised under FSMA.
The comments below are intended as a general guide only and are based on current United Kingdom tax law and HM Revenue and Customs practice, as well as on the assumption that the Finance Act 2013 will make only those changes to current tax law and rates which have been announced as at 11 March 2013 (being the latest practicable date prior to the publication of this document). The comments below apply only to Shareholders who are resident in the United Kingdom for tax purposes and who hold their Ordinary Shares, B Shares and C Shares beneficially as investments and not on trading account. Such Shareholders are referred to as "UK Shareholders" in this Part 4. The UK tax consequences for Shareholders may be different for any future transaction and may alter between the date of this document and the implementation of the Return of Cash.
Shareholders who are in any doubt as to their tax position, who have a complicated tax position or who are subject to tax in a jurisdiction other than the United Kingdom should consult an appropriate professional adviser. In particular, Shareholders who are resident outside the United Kingdom for tax purposes should consult their own tax adviser concerning their tax liabilities on receipt of the B Shares Redemption Amount or the C Share Dividend, as the case may be.
Income tax
Taxation of chargeable gains
A similar adjusting provision applies to companies under the provisions of Part 15 of the Corporation Tax Act 2010. If these rules were to apply certain corporate UK Shareholders might be liable for corporation tax on chargeable gains as if they had received an income amount on redemption of their B Shares equal to the C Share Dividend per share. The Company and its advisers do not expect Part 15, CTA 2010 to be applicable in respect of the Return of Cash, although they make no representation in this regard. No application for clearance has been made under s.748 CTA 2010 in this regard. Any Shareholder who is in doubt as to their tax position in the light of their own particular circumstances should take appropriate professional advice.
It is expected that a 'General Anti-Abuse Rule' or 'GAAR' will be introduced into the UK tax system by the Finance Act 2013. The current expectation is that the GAAR will generally only apply to arrangements entered into on or after the date of Royal Assent to the Finance Bill 2013. On the basis that all material elements of the Return of Cash are expected to be completed prior to that time the GAAR is not expected to be capable of applying to the Return of Cash. However, Shareholders who are UK residents should be aware that, although it is expected that even if the GAAR as currently proposed were to become law with effect from a time prior to the Return of Cash taking place it should not affect the UK tax treatment of the Return of Cash, a level of uncertainty remains, and this may become relevant if the GAAR commencement date were to be brought forward.
Except in relation to depositary receipt arrangements or clearance services to which special rules apply:
To make an election, Shareholders who hold Ordinary Shares in certificated form must complete and return the Form of Election enclosed with this document. Shareholders who hold Ordinary Shares in CREST will not be sent a Form of Election and instead should refer to paragraph 2 of this Part 5 for further information.
The following instructions describe what Shareholders should do when completing a Form of Election. Any decisions Shareholders make when choosing between the Options should be based on the information contained in this document.
References to 'Box' or 'Boxes' refer to the boxes indicated on the Form of Election.
The Form of Election shows the name of the holder, or (if applicable) the names of joint holders, of Ordinary Shares in respect of which an election can be made. When the Form of Election is completed, the Shareholder, or (if applicable) all joint Shareholders, must sign the Form of Election (in Box 3, as applicable). If the Form of Election is executed under a power of attorney, the original of such power of attorney should be lodged together with the Form of Election.
Box A shows the number of Ordinary Shares registered in the name(s) of the Shareholder(s) at 6.00 pm on 11 March 2013 and is for information purposes only. The Share Entitlement in respect of which a Shareholder may make an election will be based on the number of Ordinary Shares registered in his or her name on the Record Date, which is 6.00 pm on 19 April 2013. If Shareholders do sell, purchase or transfer any Ordinary Shares they should take care to ensure that the election they make in respect of their Share Entitlement corresponds to the number of Ordinary Shares that will be registered in his/her name(s) at the Record Date.
To elect for the Income Option (C Shares) in respect of all of their Share Entitlement, Shareholders should either mark an 'X' in Box 2 and complete and return the Form of Election prior to the Election Deadline, or take no further action. Shareholders who do not complete or return the Form of Election will automatically be deemed to have elected for the Income Option (C Shares) in respect of their entire Share Entitlement, on which the C Share Dividend is expected to be paid.
To elect for the Capital Option (B Shares) in respect of all of their Share Entitlement, Shareholders should mark an 'X' in Box 1, and complete and return the Form of Election prior to the Election Deadline.
To split their Share Entitlement between both Options, Shareholders should enter in numbers, the number of Ordinary Shares from their total Share Entitlement that they wish to elect for the Capital Option (B Shares) in Box 1. The balance of their Share Entitlement will be deemed to constitute an election for the Income Option (C Shares). Shareholders must not mark an 'X' in the box in Box 1 or complete Box 2 in these circumstances.
If Shareholders enter a number in Box 1 of the Form of Election which exceeds their holding of Ordinary Shares at the Record Date, or if they mark an 'X' and insert a number in Box 1, they will be deemed to have elected for the Income Option (C Shares) in respect of their entire Share Entitlement.
If Shareholders enter a number or numbers in Box 1 of the Form of Election which in total is less than their holding of Ordinary Shares at the Record Date and where they have not marked an 'X' in Box 1, they will be deemed to have elected for the Capital Option (B Shares) on the number of shares they have entered in the box and for the Income Option (C Shares) in respect of the balance of their holding.
If any Shareholders of Ordinary Shares held in certificated form make an election on the enclosed Form of Election and such shares are subsequently dematerialised into uncertificated form before the Record Date, the Form of Election will become invalid. Shareholders who subsequently hold their Ordinary Shares via CREST in uncertificated form will need to give a valid USE Instruction by the Election Deadline in place of the submitted Form of Election.
All Shareholders named on a Form of Election must sign that form. To be valid, Forms of Election must be returned so as to be received by Computershare Investor Services by 11.00 am on 3 May 2013. If Shareholders do not use the envelope provided, the Form of Election should be sent by post to Computershare, Corporate Actions 1, Bristol BS99 6AF (in which case postage will be payable) or delivered by hand (during normal business hours) to Computershare Investor Services PLC, The Pavilions, Bridgwater Road, Bristol BS13 8AE.
The holders of Ordinary Shares who hold their shares in uncertificated form will, for the purposes of allowing an election in CREST only, be credited at 8.00 am on 22 April 2013 (or such other date as the Directors may determine) with one interim CREST entitlement under the ISIN GB00B8Y2Q102 for each Ordinary Share held in uncertificated form at the Record Date. The interim CREST entitlement security will allow CREST holders to elect electronically through the CREST system.
If any Ordinary Shares held by a CREST holder in uncertificated form at the Record Date are rematerialised after the Record Date but before the Election Deadline, such CREST holder will need to contact Computershare for advice on how to make an election or any further action that such holder may need to take in respect of any election already made.
If Shareholders hold their Ordinary Shares in CREST they will not be sent a Form of Election with this document. Such Shareholders should take (or procure to be taken) the action set out below after their CREST accounts have been credited on 22 April 2013 (or such other date as the Directors may determine) with interim CREST entitlements.
If Shareholders are CREST personal members, they should refer to their CREST sponsor before taking any action. CREST sponsors will be able to confirm details of a Shareholder's participant ID and the member account ID under which their Ordinary Shares are held. In addition, only CREST sponsors will be able to give the USE Instruction to Euroclear by which Shareholders make their election.
To make an election for the Capital Option (B Shares), Shareholders should give (or, if they are a CREST personal member, procure that their CREST sponsor gives) a USE Instruction, which must be properly authenticated in accordance with Euroclear's specifications and must contain, in addition to the other information that is required for settlement in CREST, the following details:
Shareholders who hold their Ordinary Shares in CREST and who wish to elect for the Income Option (C Shares) in respect of all of their Share Entitlement need take no action. Shareholders who do not give a USE Instruction will automatically receive the Income Option (C Shares) in respect of all of their Share Entitlement.
Any Shareholder wishing to elect for a combination of the Capital Option (B Shares) and the Income Option (C Shares) should send a USE Instruction which details a number of interim CREST entitlements which in total is less than its holding of Ordinary Shares at the Record Date. This number shall constitute an election for the Capital Option (B Shares), and the balance of the Shareholder's holding of Ordinary Shares at the Record Date will be deemed to constitute an election for the Income Option (C Shares).
In order for an election through CREST to be valid, the USE Instruction must comply with the requirements as to authentication and contents set out above and must settle by 11.00 am on 3 May 2013.
Shareholders who do not send a valid USE Instruction (and Shareholders resident in a Prohibited Territory) will be deemed to have elected for the Income Option (C Shares) in respect of all of their Share Entitlement.
Euroclear does not make available special procedures in CREST for any particular corporate action. Normal system timings and limitations will therefore apply in relation to the input of an instruction through CREST and its settlement in connection with this event. It is the responsibility of the CREST member concerned to take (or, if the CREST member is a CREST sponsored member, to procure that his CREST sponsor takes) such action to ensure that a valid application is made through the CREST system as stated above by 11.00 am on 3 May 2013.
After 11.00 am on 3 May 2013, the interim CREST entitlements are expected to be disabled in CREST and subsequently cancelled.
The Company shall determine all questions as to the form and validity (including time and place of receipt) of any Form of Election or any USE Instruction in its absolute discretion, which determination shall be final and binding. The Company also reserves the absolute right to waive any defect or irregularity in relation to, or in relation to the receipt of, any Form of Election or any USE Instruction completed by or on behalf of any Shareholder, and such determination will be binding on such Shareholder. The Company and the Directors shall not be liable to Shareholders for any loss arising from the determination of questions as to the form and validity (including time and place of receipt) of any Form of Election or any USE Instruction, unless attributable to the wilful default, fraud or negligence of the Company or the Directors, and the Company and Directors shall not be under any duty to give notification of any defect or irregularity in any Form of Election or any USE Instruction, nor shall they incur any liability for failure to give any such notice.
The Company also reserves the right, in its absolute discretion, to accept completed Forms of Election received after the Election Deadline and to accept incomplete or incorrectly completed Forms of Election. The Company further reserves the right in its absolute discretion to reject any Form of Election if to act on the election would be illegal.
After the Election Deadline, any election will be irrevocable. If the Election Deadline is extended, withdrawal rights will also be extended. Withdrawal rights are described more fully in Part 6, paragraph 6 of this document. No authority conferred by or agreed to by the signing of a Form of Election or by the giving of a USE Instruction will be affected by, and all such authority will survive, the death or incapacity of the Shareholder executing such form or giving such instruction. All obligations of such Shareholder will be binding upon the heirs, personal representatives, successors and assigns of such Shareholder.
The Return of Cash comprises the Capital Option (B Shares) (see paragraph 4(a) below) and the Income Option (C Shares) (see paragraph 4(b) below).
The Return of Cash is conditional on the approval by Shareholders of the Resolution. If this condition is not satisfied no B Shares or C Shares will be created and the Return of Cash will not take effect.
It is proposed to capitalise a sum not exceeding £228,450,000 standing to the credit of the Company's share premium account which will be applied in paying up in full up to a maximum of (i) 304,600,000 B Shares with a nominal value of 75 pence each and (ii) 304,600,000 C Shares with a nominal value of 0.0001 pence each.
The B Shares and the C Shares will be issued to Shareholders on the basis of one B Share or C Share for each Ordinary Share held at the Record Date (expected to be 6.00 pm on 19 April 2013).
The exact number of B Shares and C Shares to be issued will depend on the elections or deemed elections between the Capital Option (B Shares) and the Income Option (C Shares) made by Shareholders but in total will be equal to the number of Ordinary Shares issued at the Record Date. As at 11 March 2013 (the latest practicable date prior to the publication of this document) there were 302,923,004 Ordinary Shares in issue, the Company did not hold any treasury shares and there are currently options exercisable (or options that will become exercisable by 19 April 2013) under the Persimmon Share Schemes giving rights to subscribe for a total of 959,353 Ordinary Shares.
The rights and restrictions to be attached to the B Shares and the C Shares are more fully set out in Part 7 and Part 8 of this document.
The B Shares and the C Shares will neither be admitted to the Official List nor to trading on the London Stock Exchange's market for listed securities or any other recognised investment exchange.
Holders of Ordinary Shares whose holdings are registered in CREST will automatically have any interim CREST entitlements in respect of any Share Entitlement credited to their CREST account. No share certificates will be issued in respect of B Shares or C Shares.
The Company expects to announce the exact number of B Shares and C Shares issued under the proposed Return of Cash on 6 May 2013.
Shareholders may choose between (a) the Capital Option (B Shares) and (b) the Income Option (C Shares), or a combination of (a) and (b), in respect of their Share Entitlement. Shareholders who are resident or have a registered address in a Prohibited Territory will automatically receive the Income Option (C Shares) in respect of all of their Share Entitlement. Details of how to make an election are set out in Part 5 of this document and on the Form of Election. Shareholders who hold their Ordinary Shares in CREST will not be sent Forms of Election. Such Shareholders may only elect in respect of the Options through CREST and should refer to Part 5, paragraph 2 of this document for further information.
Shareholders who do not make a valid election will be deemed to have elected for the Income Option (C Shares) in respect of ALL of their Share Entitlement.
The general guidance on the UK tax treatment of the Return of Cash included in this document is only a summary, is based on current UK law and practice as at the date of this document (as well as on certain assumptions regarding the Finance Act 2013 as stated in Part 4) and applies only to Shareholders who are resident in the UK for tax purposes and who hold their Ordinary Shares, B Shares and/or C Shares beneficially as investments and not on trading account. UK tax resident Shareholders should read Part 4 of this document before electing for either of the two Options as the Options MAY have different UK tax consequences. Shareholders who are in any doubt as to their tax position, or are subject to tax in a jurisdiction other than the United Kingdom, should consult an appropriate professional adviser without delay.
Shareholders (other than those resident in a Prohibited Territory) who elect for the Capital Option (B Shares) in respect of some or all of their Share Entitlement will receive one B Share for each corresponding Ordinary Share they hold at the Record Date.
To elect for the Capital Option (B Shares) in respect of some or all of their Share Entitlement, Shareholders should follow the instructions in Part 5, paragraph 1 of this document or, if they hold their Ordinary Shares in CREST, should refer to Part 5, paragraph 2 of this document for further information.
Shareholders should carefully read Part 4 of this document, including, in particular, paragraph 2, before deciding whether to elect for the Capital Option (B Shares).
The B Shares will not be listed and no share certificates will be issued in respect of such shares. The rights and restrictions to be attached to the B Shares are more fully set out in Part 7 of this document.
The attention of Shareholders resident in a Prohibited Territory is drawn to paragraph 7 of this Part 6.
Shareholders who elect, or are deemed to have elected, for the Income Option (C Shares) in respect of some or all of their Share Entitlement will receive one C Share for each corresponding Ordinary Share they hold at the Record Date. Elections in respect of the C Share Dividend will not become effective until 11.00 am on 3 May 2013.
A C Share Dividend of 75 pence per C Share will be declared on 28 June 2013 and will become payable on each such C Share on 28 June 2013. Shareholders entitled to receive the C Share Dividend will be sent cheques by 28 June 2013 or, if mandate instructions are held, payments will be made by BACS to mandated accounts in respect of the amount of the C Share Dividend on 28 June 2013. The C Share Dividend is expected to be taxed as income for UK tax purposes. UK tax resident Shareholders should read Part 4, paragraph 3 of this document for further information.
To elect for the Income Option (C Shares) in respect of all of your Share Entitlement, you should follow the instructions in Part 5, paragraph 1 of this document or, if you hold your Ordinary Shares in CREST, you should refer to Part 5, paragraph 2 of this document for further information. C Shares will be issued and the C Share Dividend paid automatically in respect of ALL of your Share Entitlement should you fail to return the Form of Election or do not make a valid election.
You are encouraged to vote on the Resolution as no B Shares or C Shares will be created and the Return of Cash will not take effect and no cash will be returned to Shareholders unless the Resolution to be considered at the General Meeting is passed.
Shareholders should carefully read Part 4 of this document, including, in particular, paragraph 3, before deciding whether to elect for the Income Option (C Shares).
The C Shares and the Deferred Shares will not be listed and no share certificates will be issued in respect of such shares. The rights and restrictions to be attached to the C Shares and the Deferred Shares are more fully set out in Part 8 and Part 9 of this document.
The attention of Shareholders resident in Prohibited Territories is drawn to paragraph 7 of this Part 6.
The following terms will apply to the Capital Option (B Shares) and the Income Option (C Shares):
Shareholders should note that any election, whether made by signing a Form of Election or the giving of a USE Instruction, relating to the Share Entitlement may be withdrawn by Shareholders at any time prior to 11.00 am on 3 May 2013. Thereafter, such election is irrevocable and takes effect.
Shareholders wishing to withdraw their election MUST first telephone Computershare on 0870 703 0178 (or +44 (0)870 703 0178, if calling from outside the UK) between 9.00 am and 5.00 pm on any Business Day and, if wishing to re-elect in respect of the Share Entitlement, request a replacement Form of Election or receive instructions on how to re-elect through CREST. Please note that calls to these numbers may be monitored or recorded. Calls from within the UK cost approximately eight pence per minute (excluding VAT) when dialled from a BT line. Other telephone provider costs may vary. Calls to +44 (0)870 703 0178 from outside the UK are charged at applicable international rates.
For a withdrawal of an election to be effective a written instruction signed by the person(s) who signed or, in the case of shares held in uncertificated form, made the relevant election, must:
Facsimile, electronic mail or other electronic means of transmission or any form of copy of written notice will not constitute a written instruction of withdrawal. The Company will determine all questions as to the form and validity (including time of receipt) of any instruction of withdrawal, in its discretion, which determination shall be final and binding. The Company also reserves the absolute right to waive any defect or irregularity in the withdrawal by any Shareholder and such determination will be binding on such Shareholder. None of the Company or Computershare Investor Services or any other person will be under any duty to give notification of any defect or irregularity in any instruction of withdrawal or incur any liability for failure to give any such notification or for any reason with regard to withdrawal and re-election.
Withdrawals may not be rescinded but new elections may be made at any time prior to 11.00 am on 3 May 2013. Thereafter, withdrawals and any new elections in respect of any Share Entitlement that are received by Computershare will be deemed invalid. Any Shareholder who withdraws his or her election prior to 11.00 am on 3 May 2013 and does not make a new valid election will be deemed to have elected for the Income Option (C Shares) in respect of all of his or her Share Entitlement.
Shareholders who do not hold their Ordinary Shares in CREST should complete and return a replacement Form of Election by following the instructions in Part 5 of this document. In addition, such Shareholders must tick the box on such replacement Form of Election indicating that the form is a replacement Form of Election.
To be valid, replacement Forms of Election, withdrawal instructions and re-elections through CREST must be returned or submitted by 11.00 am on 3 May 2013. The replacement Form of Election and withdrawal instruction should be sent to Computershare at Corporate Actions 1, Bristol BS99 6AF or by hand (during normal business hours only) to Computershare Investor Services PLC at The Pavilions, Bridgwater Road, Bristol BS13 8AE.
Shareholders who are resident or have a registered address in a Prohibited Territory will automatically be deemed to have elected for the Income Option (C Shares) in respect of ALL their Share Entitlement and need make no election in respect of their Share Entitlement. They are, however, encouraged to vote on the Resolution as no B Shares or C Shares will be created, the Return of Cash will not take effect and no cash will be returned to Shareholders unless the Resolution to be considered at the General Meeting is passed.
Shareholders who are resident or outside the United Kingdom or who are citizens, residents or nationals of other countries should consult their professional advisers to ascertain whether the Return of Cash will be subject to any restrictions or require compliance with any formalities imposed by the laws or regulations of, or any body or authority located in, the jurisdiction in which they are resident or to which they are subject. In particular, it is the responsibility of any Shareholder resident outside the United Kingdom or a citizen, resident or national of another country wishing to receive the Return of Cash including having B Shares redeemed and/or receiving the C Share Dividend or otherwise disposing of any shares in the Company to satisfy himself as to full observance of the laws of each relevant jurisdiction in connection with the Return of Cash, including the obtaining of any government, exchange control or other consents which may be required, or the compliance with other necessary formalities needing to be observed and the payment of any issue, transfer, redemption or other taxes or duties in such jurisdiction as may be required in the context of the Return of Cash.
The distribution of this document in certain jurisdictions may be restricted by law. Persons into whose possession this document comes should inform themselves about and observe any such restrictions. Neither this document, nor any other document issued or to be issued by or on behalf of the Company in connection with the Return of Cash, constitutes an invitation, offer or other action on the part of the Company in any jurisdiction in which such invitation, offer or other action is unlawful.
Each Shareholder by whom, or on whose behalf, a Form of Election is executed or USE Instruction is given, irrevocably represents, warrants, undertakes and agrees to and with the Company that such Shareholder has observed the laws of all relevant territories, obtained any requisite governmental or other consents, complied with all requisite formalities and paid any issue, transfer or other taxes due from such Shareholder in connection with any election for either or both Options in any territory and such Shareholder has not taken or omitted to take any action which may result in the Company or any other person acting in breach of the legal or regulatory requirements of any territory in connection with the Return of Cash or such Shareholder's election for either or both of the Options or any transaction resulting therefrom.
In the event that the Company is advised that it would or might be in breach of legal or regulatory requirements in any jurisdiction, or the Company would or might be required to make filings or take any other action in any jurisdiction as a result of the Return of Cash (or any part of it) to Shareholders who have registered addresses in any overseas jurisdiction or who are citizens, residents or nationals of other countries, it is proposed that the Share Entitlement to which such Shareholders are entitled will nevertheless be allotted to such Shareholders, but their Share Entitlement may be issued to a nominee who will automatically be deemed to have elected for the Income Option (C Shares) in respect of all such Share Entitlement.
The above provisions of this paragraph relating to overseas Shareholders may be waived, varied or modified as regards specific Shareholders or on a general basis by the Company in its absolute discretion.
The B Shares, the C Shares and the Deferred Shares have not been, and will not be, registered under the US Securities Act or under the securities laws of any state of the United States or under any applicable securities laws of Australia, Canada, Japan, the Republic of South Africa or New Zealand or any other jurisdiction (other than the UK).
No share certificates will be issued by the Company in respect of any B Shares, C Shares or Deferred Shares.
A number of consequential amendments to the Articles of Association are required in order to implement the Return of Cash and such amendments require Shareholder approval. These amendments are set out in Parts 7 to 9 of this document.
It is expected that the Return of Cash will have no impact on existing awards or options granted under the Persimmon Share Schemes.
As participants under the Persimmon Share Schemes are not Shareholders, they will not be eligible to participate in the Return of Cash.
The issue of B Shares and/or C Shares will be made by reference to holdings of Ordinary Shares on the Company's register of members as at the Record Date.
Shareholders who hold their Ordinary Shares in CREST will not have their CREST accounts credited with the B Shares and/or C Shares to which they are entitled.
No share certificates will be issued by the Company in respect of any B Shares, C Shares or Deferred Shares.
Temporary documents of title will not be issued in respect of B Shares, C Shares or Deferred Shares. Transfers of B Shares or C Shares will be certified against the register of members held by Computershare.
It is expected that Shareholders entitled to receive payments in respect of the proceeds from the redemption of B Shares issued pursuant to the Capital Option (B Shares), will be sent cheques by 28 June 2013, or if Shareholders hold their Ordinary Shares in CREST they will have their CREST accounts credited on 28 June 2013. All payments in respect of the redemption of B Shares will be made in Sterling.
It is expected that Shareholders entitled to receive the C Share Dividend will be sent cheques by 28 June 2013 or, if mandate instructions are held in respect of a Sterling bank account, payments will be made by BACS to mandated accounts in respect of the C Share Dividend on 28 June 2013. All payments in respect of the C Share Dividend will be made in Sterling.
All cheques will be sent by post, at the risk of the Shareholder(s) entitled thereto, to the registered address of the relevant Shareholder (or, in the case of joint Shareholders, to the address of the joint Shareholder whose name stands first in the register of members in respect of such joint shareholding).
In respect of any dividends payable pursuant to any of the Return of Cash, your present dividend mandate, where in respect of a Sterling bank account, will (unless revoked or amended) be deemed to be valid for dividends payable by the Company.
No application has been, or will be made for the B Shares, C Shares or Deferred Shares to be listed on the Official List or admitted to trading on the London Stock Exchange's main market for listed securities, nor will they be listed or admitted to trading on any other investment exchange.
The General Meeting will be held at York Racecourse, Knavesmire Road, York YO23 1EX at 12.30 pm on 18 April 2013 (or as soon thereafter as the Annual General Meeting has concluded or been adjourned). The General Meeting notice is attached to this document.
You will find enclosed with this document a pink Form of Proxy for use in respect of the General Meeting.
Whether or not you intend to be present at the General Meeting, you are requested to submit a CREST Proxy Instruction or complete and sign the pink Form of Proxy and return it, in accordance with the instructions printed on it, by post to Computershare at Corporate Actions 1, Bristol BS99 6AF or by hand (during normal business hours only) to Computershare Investor Services PLC at The Pavilions, Bridgwater Road, Bristol BS13 8AE to arrive as soon as possible and, in any event, no later than 12.30 pm on 16 April 2013. Submission of a CREST Proxy Instruction or completion and return of the Form of Proxy will not prevent you from attending the General Meeting and voting in person, should you wish to do so.
The Resolution is a special resolution that will be passed if at least 75 per cent. of the votes cast are in favour.
The Resolution sets out the formal mechanics for the implementation of the Return of Cash and amends the Articles of Association:
The following sets out the detail of the amendments which are proposed to be made to the Articles under the Resolution and summarises the rights of the B Shares and the restrictions to which they are subject.
Wording consistent with the following paragraphs will be inserted as Article 14.A in the Amended Articles.
The redeemable preference shares of 75 pence each in the capital of the Company (the 'B Shares') shall have the rights, and be subject to the restrictions, attaching to shares set out in these Articles save that in the event of a conflict between any provision in this Article 14.A and any other provision in these Articles, the provisions in this Article 14.A shall prevail.
(b) Form of Election
Together with the circular despatched to shareholders on 18 March 2013 (the 'Circular'), holders of Ordinary Shares in the capital of the Company who hold such shares in certificated form were sent a form of election (the 'Form of Election') relating to the B Shares and the non-cumulative preference shares of 0.0001 pence each in the capital of the Company (the 'C Shares') proposed to be issued by the Company, as more fully described in the Circular. By way of the Form of Election or, where holders of Ordinary Shares hold such shares in uncertificated form, by following the instructions and taking the actions set out in the Circular, holders of Ordinary Shares can (subject always to the Directors' determination as described in the Circular as to the number of B Shares and C Shares to be allotted and issued) make an election, on and subject to the terms set out in the Circular (an 'Election'), to be issued B Shares on terms that they be redeemed by the Company on the Effective Date (as defined in Article 14.A(g)(i) below) (the 'Capital Option').
The B Shares shall confer no right to participate in the profits of the Company.
Subject to the provisions of the CA06 and these Articles, the Company shall redeem, out of the profits available for a distribution, the B Shares as follows:
The B Shares are transferable. No share certificates shall be issued in respect of the B Shares.
Article 14.A shall remain in force until there are no longer any B Shares in existence, notwithstanding any provision in these Articles to the contrary. Thereafter Article 14.A shall be, and shall be deemed to be, of no effect (save to the extent that the provisions of Article 14.A are referred to in other Articles) and shall be deleted and replaced with the wording 'Article 14.A has been deleted', and the separate register for the holders of B Shares shall no longer be required to be maintained by the Company; but the validity of anything done under Article 14.A before that date shall not otherwise be affected and any actions taken under Article 14.A before that date shall be conclusive and not be open to challenge on any grounds whatsoever.
The following sets out the detail of the amendments which are proposed to be made to the Articles under the Resolution and summarises the rights of the C Shares and the restrictions to which they are subject.
Wording consistent with the following paragraphs will be inserted as Article 14.B in the Amended Articles.
(a) General
The C Shares (as defined in Article 14.A(b) above) shall have the rights, and be subject to the restrictions, attaching to shares set out in these Articles save that in the event of a conflict between any provision in this Article 14.B and any other provision in these Articles, the provisions in this Article 14.B shall prevail.
(b) Form of Election
Together with the Circular, holders of Ordinary Shares in the capital of the Company who held such shares in certificated form were sent a Form of Election relating to the B Shares and C Shares proposed to be issued by the Company, as more fully described in the Circular. By way of the Form of Election or, where Shareholders hold such shares in uncertificated form, by following the instructions and taking the actions set out in the Circular, Shareholders can make an Election, on and subject to the terms set out in the Circular, to be issued to them C Shares in respect of which the C Share Dividend (as defined in Article 14.B(c)(i) below) is payable.
(iii) The holders of the C Shares shall not be entitled to any further right of participation in the profits or assets of the Company in their capacity as holders of C Shares.
(e) Attendance and voting at general meetings
The C Shares are transferable. No share certificates shall be issued in respect of the C Shares.
(h) Deletion of Article 14.B when no C Shares in existence
Article 14.B shall remain in force until there are no longer any C Shares in existence, notwithstanding any provision in these Articles to the contrary. Thereafter Article 14.B shall be, and shall be deemed to be, of no effect (save to the extent that the provisions of Article 14.B are referred to in other Articles) and shall be deleted and replaced with the wording 'Article 14.B has been deleted', and the separate register for the holders of C Shares shall no longer be required to be maintained by the Company; but the validity of anything done under Article 14.B before that date, and accrued rights in respect of the payment of dividends arising before that date, shall not otherwise be affected and any actions taken under Article 14.B before that date shall be conclusive and not be open to challenge on any grounds whatsoever.
The following sets out the detail of the amendments which are proposed to be made to the Articles under the Resolution and summarises the rights of the Deferred Shares and the restrictions to which they are subject.
Wording consistent with the following paragraphs will be inserted as Article 14.C in the Amended Articles.
(a) General
The Deferred Shares (as defined in Article 14.B(c) above) shall have the rights, and be subject to the restrictions, attaching to shares set out in these Articles save that in the event of a conflict between any provision in this Article 14.C and any other provision in these Articles, the provisions in this Article 14.C shall prevail.
(b) Income
The Deferred Shares shall confer no right to participate in the profits of the Company.
The holders of the Deferred Shares shall not be entitled to any further right of participation in the assets of the Company.
(d) Attendance and voting at general meetings
The holders of the Deferred Shares shall not be entitled, in their capacity as holders of such shares, to receive notice of any general meeting of the Company or to attend, speak or vote at any such meeting.
(e) Repurchase
The Company at any time prior to 31 December 2013 may appoint any person to execute on behalf of the holders of such Deferred Shares a transfer thereof and/or any agreement to transfer the same to any person as the Company may determine as custodian thereof and/or to purchase the same (in accordance with the provisions of the Act), in each case for a price not more than an aggregate sum of one penny without obtaining the sanction of the holder or holders thereof, the recipient of such sum being determined by the Directors by lot.
Article 14.C shall remain in force until there are no longer any Deferred Shares in existence, notwithstanding any provision in these Articles to the contrary. Thereafter Article 14.C shall be, and shall be deemed to be, of no effect (save to the extent that the provisions of Article 14.C are referred to in other Articles) and shall be deleted and replaced with the wording "Article 14.C has been deleted", and the separate register for the holders of Deferred Shares shall no longer be required to be maintained by the Company; but the validity of anything done under Article 14.C before that date shall not otherwise be affected and any actions taken under Article 14.C before that date shall be conclusive and not be open to challenge on any grounds whatsoever.
Merrill Lynch International has given and has not withdrawn its written consent to the issue of this document with the inclusion of its name and reference to it in the form and context in which it appears.
Copies of the following documents will be available for inspection during normal business hours on any weekday (Saturdays, Sundays and public holidays excepted) at the offices of Orrick, Herrington & Sutcliffe (Europe) LLP, 107 Cheapside, London EC2V 6DN and at the registered office of the Company from the date of this document up to and including the date of the General Meeting and will also be available for inspection for at least 15 minutes before and during the General Meeting:
A copy of this document is also available on the Company's website, www.corporate.persimmonhomes.com.
A copy of the contract referred to in the Resolution will be available for inspection by members at the Company's registered office for not less than 15 days ending with the date of the General Meeting itself.
Dated 18 March 2013
The following definitions apply throughout this document and the accompanying Form of Proxy and Form of Election, unless the context requires otherwise:
| Amended Articles | the draft Articles of Association proposed to be adopted by the Company at the General Meeting in substitution for, and to the exclusion of, its existing Articles of Association; |
|---|---|
| Annual General Meeting | the Annual General Meeting of the Company to be held at York Racecourse, Knavesmire Road, York YO23 1EX at 12 noon on 18 April 2013, notice of which is set out in the circular which accompanies this document; |
| Articles or Articles of Association |
the articles of association of the Company from time to time; |
| B Share Redemption Amount |
the amount of 75 pence payable upon redemption of each B Share under the Capital Option (B Shares), as more fully described in Part 3 and Part 6 of this document; |
| B Shares | the unlisted redeemable preference shares of 75 pence each in the capital of the Company, the rights and restrictions of which are set out in Part 7 of this document; |
| Board or Directors | the board of directors of Persimmon, from time to time, or, where appropriate, any duly authorised committee thereof; |
| Business Day | a day (other than a Saturday, Sunday or public holiday) on which banks generally are open for business in the City of London for the transaction of normal banking business; |
| C Shares | the unlisted non-cumulative preference shares of 0.0001 pence each in the capital of the Company, the rights and restrictions of which are set out in Part 8 of this document; |
| C Share Dividend | a single, preferential dividend of 75 pence per C Share to be declared and paid in accordance with the Income Option (C Shares); |
| CA06 | the Companies Act 2006 (as amended from time to time); |
| Capital Option (B Shares) | the allotment and issue of B Shares which shall be redeemed by the Company on 28 June 2013, the proceeds from which are to be sent to holders of B Shares by 28 June 2013, as more fully described in Part 3 and Part 6 of this document; |
| Company or Persimmon | Persimmon Plc incorporated and registered in England and Wales with company number 1818486 with its registered office at Persimmon House, Fulford, York, YO19 4FE; |
| Computershare or Computershare Investor Services |
the Company's registrars, Computershare Investor Services PLC, The Pavilions, Bridgwater Road, Bristol BS13 8AE; |
| CREST | the relevant system (as defined in the Uncertificated Securities Regulations 2001) in respect of which Euroclear is the Operator (as defined in such regulations); |
| CREST Manual | the current version of the CREST Manual which at the date of this document is available on www.euroclear.com; |
| CREST Proxy Instruction | a properly authenticated CREST message appointing and instructing a proxy to attend and vote in the place of the Shareholder at the General Meeting and containing the information required to be contained therein by the CREST Manual; |
| Deferred Shares | the unlisted deferred shares of 0.0001 pence each in the capital of the Company, the rights and restrictions of which are set out in Part 9 of this document; |
| Disclosure and Transparency Rules |
the Disclosure and Transparency Rules of the FSA; |
| Effective Date | 28 June 2013; |
| Election Deadline | 11.00 am on 3 May 2013 (or such other time and/or date as the Directors may determine); |
| Euroclear | Euroclear UK & Ireland Limited, the operator of CREST; |
| Form of Election | the form enclosed with this document by which a Shareholder who does not hold Ordinary Shares in CREST and is not resident or have a registered address in a Prohibited Territory may elect for the Share Entitlement; |
| Form of Proxy | the form of proxy enclosed with this document, for use by Shareholders in connection with the General Meeting; |
| FSA | the Financial Services Authority or any relevant successor body; |
| FSMA | the Financial Services and Markets Act 2000 (as amended from time to time); |
| General Meeting | the General Meeting of the Company to be held at York Racecourse, Knavesmire Road, York YO23 1EX at 12.30 pm on 18 April 2013 (or as soon thereafter as the Annual General Meeting has concluded or been adjourned); |
|---|---|
| Group | Persimmon and its subsidiaries as at the date of this document; |
| Income Option (C Shares) | the allotment and issue of C Shares on which the C Share Dividend shall be declared on 28 June 2013, the amount of which is to be sent to holders of C Shares by 28 June 2013, as more fully described in Part 3 and Part 6 of this document; |
| ISIN | International Security Identification Number; |
| Listing Rules | the listing rules made by the UKLA for the purposes of Part VIII of FSMA; |
| London Stock Exchange | London Stock Exchange plc; |
| Official List | the official list maintained by the UKLA for the purposes of Part VIII of FSMA; |
| Options | the Capital Option (B Shares) and the Income Option (C Shares) open to Shareholders pursuant to the Return of Cash, further details of which are set out in Part 6 of this document; |
| Ordinary Shares | issued ordinary shares of 10 pence each in the capital of the Company; |
| Persimmon Share Schemes |
the Persimmon Plc 2012 Long Term Incentive Plan, the Persimmon Long Term Incentive Plan 2007, the Persimmon Plc Savings Related Share Option Scheme 1998 and the Persimmon Plc Annual Bonus Share Scheme; |
| Prohibited Territories | the United States of America, Canada, Australia, Japan, the Republic of South Africa and New Zealand and Prohibited Territory means any one of them; |
| Record Date | 6.00 pm on 19 April 2013 (or such other time and/or date as the Directors may determine); |
| Registrar | Computershare Investor Services; |
| Resolution | the proposed special resolution to be considered by the members of the Company at the General Meeting set out in the 'Notice of General Meeting' at the end of this document; |
| Return of Cash | the return of approximately £227 million by the Company to Shareholders by way of a 'B/C share scheme' in accordance with the terms set out in this document; |
| Share Entitlement | the entitlement of each Shareholder (subject to the restrictions set out in this document that apply to Shareholders resident in a Prohibited Territory) to be allotted one B Share or one C Share for each Ordinary Share held on the Record Date; |
| Shareholders | holders of Ordinary Shares, B Shares, C Shares and/or Deferred Shares, as the context may require; |
| TCGA | Taxation of Chargeable Gains Act 1992 (as amended from time to time); |
| UK or United Kingdom | the United Kingdom of Great Britain and Northern Ireland; |
| UKLA | the UK Listing Authority; |
| US or United States | the United States of America, its territories and possessions, any state of the United States of America and the District of Columbia; |
| US Securities Act | US Securities Act of 1933 (as amended); and |
| USE Instruction | unmatched stock event instruction to be used by CREST account holders. |
(incorporated and registered in England and Wales with registered number 1818486)
NOTICE IS HEREBY GIVEN that a general meeting of Persimmon plc (the 'Company') will be held at York Racecourse, Knavesmire Road, York YO23 1EX at 12.30 pm on 18 April 2013 (or as soon thereafter as the Annual General Meeting to be held at 12 noon on the same day has concluded or been adjourned) for the purpose of considering and, if thought fit, passing the following resolution as a special resolution of the Company:
and
(c) the Company be irrevocably authorised pursuant to section 694 of the Companies Act 2006 (such authority to expire on 31 December 2014) to purchase the Deferred Shares in consideration of the payment to Neil Francis, Group Company Secretary of one penny pursuant to a contract for sale to the Company of the Deferred Shares (a copy of which has been produced to the meeting and initialled for the purposes of identification by the chairman thereof, and having been on display at the registered office of the Company and at the meeting in accordance with the Companies Act 2006), such contract be approved and the Directors of the Company be authorised to do all such things as they may deem necessary to complete such contract and carry it into effect.
By order of the Board
Group Company Secretary Persimmon House
Neil Francis Registered Office: Fulford 18 March 2013 York YO19 4FE
To appoint a proxy via the internet you should log on to the Computershare website at www.eproxyappointment.com. You will be asked to agree to the terms and conditions for electronic proxy appointment. It is important that you read these terms and conditions as they set out the basis on which proxy appointment via the internet shall take place. This electronic address is provided only for the purpose of communications relating to electronic appointment of proxies.
CREST members who wish to appoint a proxy or proxies by utilising the CREST electronic proxy appointment service may do so for the meeting to be held on 18 April 2013 and any adjournments of it, by utilising the procedures described in the CREST Manual. CREST Personal Members or other CREST Sponsored Members, and those CREST members who have appointed voting service provider(s) should refer to their CREST Sponsor or voting service provider(s), who will be able to take appropriate action on their behalf. In order for a proxy appointment or instruction made by means of CREST to be valid, the appropriate CREST message (a 'CREST Proxy Instruction') must be properly authenticated in accordance with Euroclear UK and Ireland Limited (EUI)'s specifications and must contain the information required for such instructions, as described in the CREST Manual (available via www.euroclear.com/CREST). To be valid the message must be transmitted so as to be received by the Company's agent (ID number 3RA50) not later than 48 hours before the time appointed for holding the meeting. For this purpose, the time of receipt will be taken to be the time (as determined by the timestamp applied to the message by the CREST Applications Host) from which the Company's agent is able to retrieve the message by enquiry to CREST in the manner prescribed by CREST. After this time any change of instructions to proxies appointed through CREST should be communicated to the appointee through other means.
CREST members and where applicable, their CREST sponsors or voting service provider(s) should note that EUI does not make available special procedures in CREST for any particular messages. Normal system timings and limitations will therefore apply in relation to the input of CREST Proxy Instructions. It is the responsibility of the CREST member concerned to take (or, if the CREST member is a CREST Personal Member or Sponsored Member or has appointed voting service provider(s), to procure that the member's CREST sponsor or voting service provider(s) take(s)) such action as shall be necessary to ensure that a message is transmitted by the CREST system by any particular time. In this connection, CREST members and where applicable, their CREST sponsors or voting service provider(s) are referred, in particular, to those sections of the CREST Manual concerning practical limitations of the CREST system and timings. The Company may treat as invalid a CREST Proxy Instruction in the circumstances set out in Regulation 35(5)(a) of the Uncertificated Securities Regulations 2001.
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