Pre-Annual General Meeting Information • Feb 2, 2015
Pre-Annual General Meeting Information
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THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. If you are in any doubt as to the action you should take, you should immediately seek advice from your stockbroker, bank manager, solicitor, accountant or other independent financial adviser authorised under the Financial Services and Markets Act 2000.
If you have sold or transferred, or have agreed to sell or transfer, your entire holding of Existing Ordinary Shares in Computacenter, please send this document, together with the accompanying documents, as soon as possible to the purchaser or transferee of those shares or to the stockbroker, bank or other agent through whom the sale or transfer was effected, for transmission to the purchaser or transferee. However, such documents should not be forwarded or transmitted in or into any jurisdiction in which such an act would constitute a violation of the relevant laws of such jurisdiction.
This document has been prepared for the purposes of complying with the laws of England and Wales and the Listing Rules, and information disclosed may not be the same as that which would have been prepared in accordance with the laws of jurisdictions outside the United Kingdom. The distribution of this document in jurisdictions other than the United Kingdom may be restricted by law and therefore persons into whose possession this document comes should inform themselves about and observe such restrictions. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction.
Investec Bank plc, which is authorised in the United Kingdom by the Prudential Regulation Authority and regulated in the United Kingdom by the Prudential Regulation Authority and the Financial Conduct Authority, is acting as financial adviser and corporate broker to Computacenter and is acting for no one else in connection with the Return of Value referred to in this document, and will not be responsible to anyone other than Computacenter for providing the protections afforded to customers of Investec Bank plc nor for providing advice to any other person in relation to the Return of Value, the Purchase Offer or any other matter referred to in this document.
Application will be made to the UK Listing Authority and the London Stock Exchange for the New Ordinary Shares resulting from the proposed Share Capital Consolidation to 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 in place of the Existing Ordinary Shares. It is expected that dealings in the Existing Ordinary Shares will continue until 4.30 p.m. on 19 February 2015 and that listing of the New Ordinary Shares will become effective and dealings in them will commence on the London Stock Exchange at 8.00 a.m. on 20 February 2015.
No application will be made to the UK Listing Authority or to the London Stock Exchange for any of the B Shares to be admitted to the premium listing segment of the Official List or to trading on the London Stock Exchange's main market for listed securities, nor will the B Shares be admitted to trading on any other recognised investment exchange.
(incorporated in England and Wales with company number 03110569)
Proposed Return of Value to Shareholders of 71.9 pence per Existing Ordinary Share by way of a B Share structure amounting to approximately £100 million and a 15 for 17 Share Capital Consolidation
Your attention is drawn to the letter from the Chairman of Computacenter set out in Part I of this document which contains the recommendation by the Directors to Shareholders to vote in favour of the resolutions to be proposed at the Extraordinary General Meeting, notice of which is set out in Part VIII of this document. Shareholders should read the whole of this document and not just rely on the summarised information set out in the letter from the Chairman.
Notice of an Extraordinary General Meeting of Computacenter, which is to be held at Computacenter House, 93-101 Blackfriars Road, London SE1 8HL, United Kingdom at 2.00 p.m. on 19 February 2015, is set out in Part VIII of this document. Shareholders are requested to return the blue Form of Proxy accompanying this document for use at the EGM. To be valid, the blue Form of Proxy must be completed and signed in accordance with the instructions thereon and returned so as to be received by Equiniti, Aspect House, Spencer Road, Lancing, West Sussex BN99 6DA as soon as possible and in any event so as to arrive not later than 2.00 p.m. on 17 February 2015. Alternatively, you may register your proxy appointment or voting directions electronically via the http://www.sharevote.co.uk website not later than 2.00 p.m. on 17 February 2015 (further information regarding the use of this facility is set out in the notes to the notice of EGM in Part VIII of this document).
If you hold shares in CREST, you may appoint a proxy by completing and transmitting a CREST Proxy Instruction to Equiniti (CREST Participant ID RA19) so that it is received by no later than 2.00 p.m. on 17 February 2015. The return of a completed blue Form of Proxy or CREST Proxy Instruction will not prevent you from attending the EGM and voting in person if you wish to do so.
You should also note that the Return of Value is conditional upon, inter alia, approval by Shareholders of the resolutions to be proposed at the EGM, and Listing.
A white Form of Election for use by Shareholders in connection with the B Share Alternatives is enclosed with this document. To be valid, the white Form of Election must be completed and signed in accordance with the instructions thereon and returned so as to be received by Corporate Actions, Equiniti, Aspect House, Spencer Road, Lancing, West Sussex BN99 6DA as soon as possible and in any event no later than 4.30 p.m. on 19 February 2015. A reply paid envelope is enclosed with this document; no stamps will be required if posted in the United Kingdom. Shareholders holding their Existing Ordinary Shares in uncertificated form should refer to paragraph 2 of Part VII of this document for information on electing and settling through CREST for the purposes of the Return of Value.
Neither the B Shares nor the New Ordinary Shares have been or will be registered under the 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 that has been registered under the Securities Act and the relevant state securities laws or that is not subject to the registration requirements of the Securities Act or such laws, either due to an exemption therefrom or otherwise.
None of the B Shares, the New Ordinary Shares or this document has been approved, disapproved or otherwise recommended by any US federal or state securities commission or other regulatory authority or any non-US securities commission or regulatory authority nor have such authorities confirmed the accuracy or determined the adequacy of this document. Any representation to the contrary is a criminal offence in the United States.
Date: this Circular is dated 2 February 2015.
| Page | ||
|---|---|---|
| EXPECTED TIMETABLE OF PRINCIPAL EVENTS | 3 | |
| PART I | LETTER FROM THE CHAIRMAN OF COMPUTACENTER PLC | 4 |
| PART II | DETAILS OF THE RETURN OF VALUE | 10 |
| PART III | COMPLETING YOUR FORM OF ELECTION | 21 |
| PART IV | AMENDMENTS TO THE ARTICLES — B SHARES | 23 |
| PART V | AMENDMENTS TO THE ARTICLES — DEFERRED SHARES | 26 |
| PART VI | UNITED KINGDOM TAXATION IN RELATION TO THE RETURN OF VALUE | 27 |
| PART VII | ADDITIONAL INFORMATION | 31 |
| PART VIII | NOTICE OF EXTRAORDINARY GENERAL MEETING | 35 |
| DEFINITIONS | 40 |
Your attention is drawn to the definitions which apply throughout this document, the white Form of Election and the blue Form of Proxy unless the context requires otherwise.
| Latest time and date for receipt of blue Forms of Proxy or CREST Proxy Instruction for the Extraordinary General Meeting |
2.00 p.m. on 17 February 2015 |
|---|---|
| Extraordinary General Meeting | 2.00 p.m. on 19 February 2015 |
| Latest time and date for receipt of white Forms of Election and TTE instructions in respect of the B Share Alternatives |
4.30 p.m. on 19 February 2015 |
| Latest time and date for dealings in Existing Ordinary Shares. Existing Ordinary Share register closes and Existing Ordinary Shares disabled in CREST |
4.30 p.m. on 19 February 2015 |
| Record Date for the Return of Value and the Share Capital Consolidation |
5.00 p.m. on 19 February 2015 |
| B Share and New Ordinary Share issue date | 8.00 a.m. on 20 February 2015 |
| New Ordinary Shares admitted to the premium listing segment of the Official List and to trading on the London Stock Exchange's main market for listed securities; dealings in New Ordinary Shares |
|
| commence; enablement in CREST of New Ordinary Shares | 8.00 a.m. on 20 February 2015 |
| New Ordinary Shares credited to CREST accounts | 8.00 a.m. on 20 February 2015 |
| Investec makes the Purchase Offer by means of an announcement on the Regulatory News Service of the London Stock Exchange |
8.00 a.m. on 23 February 2015 |
| Investec to be registered as the holder of relevant B Shares pursuant to the Purchase Offer |
By 4.30 p.m. on 23 February 2015 |
| Single B Share Dividend Record Date | 7.30 a.m. on 24 February 2015 |
| Single B Share Dividend declared and B Shares automatically convert into Deferred Shares |
8.00 a.m. on 24 February 2015 |
| Despatch of share certificates in respect of New Ordinary Shares and despatch of cheques and CREST accounts credited, as appropriate, for fractional entitlements |
By 6 March 2015 |
| Despatch of cheques or CREST accounts credited in respect of the purchase of B Shares, as appropriate |
By 10 March 2015 |
| Despatch of cheques or payment by BACS to mandated bank accounts, in respect of the Single B Share Dividend, as appropriate |
By 10 March 2015 |
| Notes: |
Greg Lock* (Chairman) Computacenter plc Mike Norris (Chief Executive) Hatfield Avenue Tony Conophy (Finance Director) Hatfield Peter Ogden* Hertfordshire John Ormerod* AL10 9TW Philip Hulme* Registered in England & Wales Brian McBride* No: 03110569 Regine Stachelhaus* Minnow Powell*
Directors: Registered Office:
* Non-executive
2 February 2015
To: Shareholders
Dear Shareholder
On 2 February 2015, the Directors announced their intention to make a one-off Return of Value to Shareholders of 71.9 pence per Existing Ordinary Share, equivalent to approximately £100 million. Based on the closing middle market price of 643 pence per Existing Ordinary Share on 29 January 2015 (the latest practicable date prior to the posting of this document), the proposed Return of Value to Shareholders equates to approximately 11.2 per cent. of Computacenter's market capitalisation at that date.
I am writing to you to provide further details of the proposed Return of Value, for which your approval is being sought at an Extraordinary General Meeting to be held on 19 February 2015. Notice of the Extraordinary General Meeting is set out in Part VIII of this document.
The Return of Value is proposed to be made using a B Share structure with an associated share consolidation. This method of return has been chosen because it allows all Shareholders to be treated equally on a pro rata basis and gives the option to Shareholders (other than US Holders) to receive the return as either income or capital (see Part VI of this document for more details and any exceptions to this). It also gives the Company certainty as to the size, timing and financial impact of the Return of Value on the Company.
The purpose of this document is to provide you with information relating to the Return of Value, to set out the reasons for it and explain why the Directors consider it to be in the best interests of both the Shareholders as a whole and Computacenter, and to give notice of an Extraordinary General Meeting at which we will seek your approval to effect the Return of Value.
Investec is acting as financial adviser and corporate broker to Computacenter in connection with the Return of Value (as well as certain other matters related to the Return of Value described below).
Shareholders should read the whole of this document and not just rely on the summarised information set out in this letter.
On 2 February 2015, Computacenter announced that its wholly-owned subsidiary, Computacenter (UK) Limited, had agreed the terms of the sale of the entire issued share capital of its wholly-owned IT disposal and recycling subsidiary, R.D. Trading Limited, to Arrow Electronics Holding Limited for gross cash consideration of £56 million (on a debt-free and cash-free basis). Completion of the sale transaction also took place on 2 February 2015.
Proceeds of the disposal of R.D. Trading Limited, together with the cash generative nature of Computacenter's business, has resulted in a net cash balance in excess of the Company's current needs. While the Company intends to continue to maintain a robust and prudent balance sheet, the Directors believe that it is now appropriate to undertake a return of cash to shareholders. Computacenter will continue to monitor its balance sheet with the aim of maintaining an efficient capital structure, as it has done historically. Computacenter returned £74.4 million (which equated to approximately 39.0 pence per ordinary share) and £75 million (which equated to approximately 48.7 pence per ordinary share) to Shareholders in 2006 and 2013, respectively, on each occasion by way of a one-off cash return via a B share structure.
The proposed Return of Value would return 71.9 pence per Existing Ordinary Share to Shareholders. This represents approximately £100 million in total.
Under the terms of the Return of Value, Shareholders would receive:
| for every one Existing Ordinary Share held | one B Share; and |
|---|---|
| at the Record Date | |
| in place of every 17 Existing Ordinary | 15 New Ordinary Shares |
| Shares held at the Record Date |
The main features of the B Shares, and the choices available to Shareholders, are summarised in paragraph 4 below and set out in more detail in Part III of this document. The main features of the Share Capital Consolidation are summarised in paragraph 6 below.
Under the Return of Value, Shareholders (other than US Holders) have two alternatives in relation to how they receive the cash in respect of their B Shares. Broadly speaking, the alternatives are intended to provide Shareholders (other than US Holders) with the choice of receiving the Return of Value as income or capital for taxation purposes in the United Kingdom. Shareholders will only be able to make one election in respect of their entire holding of B Shares.
You will have the following two alternatives in relation to the Return of Value. Shareholders should read Part VI "United Kingdom taxation in relation to the Return of Value" of this document, since these alternatives will have different UK tax consequences. It is important to note that the tax consequences for individual shareholders will depend on the particular shareholder's facts and circumstances. As such, Part VI is intended for guidance only.
Shareholders who are in any doubt as to their tax position, who are subject to tax in a jurisdiction other than the United Kingdom or who are subject to special rules should consult an appropriate professional adviser.
Unless you are a US Holder, or subject to paragraph 6 of Part II of this document in relation to other Overseas Shareholders, you may choose Alternative 1 or Alternative 2 in respect of your B Shares. Only Alternative 1 is being offered to US Holders.
The B Shares will neither be admitted to the Official List nor to trading on the London Stock Exchange's main market for listed securities nor will they be admitted to trading on any other recognised investment exchange. Share certificates will not be issued in respect of the B Shares, and B Shares will not be credited to the CREST accounts of Shareholders who hold their Existing Ordinary Shares in CREST.
Shareholders should note that the B Shares will have limited rights. The rights and restrictions attaching to the B Shares are summarised in Part IV of this document. The B Shares will have a nominal value of 0.01 of a penny each and will be created by capitalising a sum not exceeding £14,500 standing to the credit of the Company's share premium account.
If you elect or are deemed to have elected for this alternative in respect of all of your B Shares, you will receive the Single B Share Dividend of 71.9 pence per B Share (the aggregate entitlement of each holder of B Shares in respect of all of the B Shares held by them will be rounded down to the nearest penny) which it is expected will become payable on all of your B Shares at 8.00 a.m. on the Dividend Declaration Date. It is expected that a cheque for the Single B Share Dividend will be sent to you (or your nominated bank account credited if a dividend bank mandate has been registered) in respect of the Single B Share Dividend by 10 March 2015 and that the Single B Share Dividend will generally be treated as income for United Kingdom tax purposes.
US Holders will be deemed to have elected to receive the Single B Share Dividend in respect of all of their B Shares.
Immediately after the Single B Share Dividend is declared, the B Shares will be automatically converted into Deferred Shares (which will form part of the same class of deferred shares created in connection with the 2013 return of value). The Deferred Shares arising on conversion of the B Shares will neither be admitted to the Official List nor to trading on the London Stock Exchange's main market for listed securities, nor will they be admitted to trading on any other recognised investment exchange, and they will have extremely limited rights and will have negligible value. Share certificates will not be issued in respect of the Deferred Shares. The Company will have the right at any time to repurchase some or all of the Deferred Shares for an aggregate sum of one penny for each such purchase. If the Company repurchases any Deferred Shares, this will be treated as a disposal of the Deferred Shares by the Shareholders (without the Shareholders being required to take any action). In view of the negligible amount of this consideration, Shareholders' entitlements will not be paid and Shareholders will receive no cash or credit in their CREST accounts in respect of this disposal.
Unless you are a US Holder, if you elect for this alternative in respect of all of your B Shares, Investec, acting as principal, will purchase all of your B Shares under the Purchase Offer (expected to be made on 23 February 2015) at 71.9 pence per B Share (the aggregate entitlement of each holder of B Shares in respect of all of the B Shares held by them will be rounded down to the nearest penny), free of all dealing expenses and commissions. Only Alternative 1 (the Single B Share Dividend) is being offered to US Holders.
It is expected that a cheque for the proceeds will be sent to you, or that your CREST account will be credited with the proceeds, by 10 March 2015 in respect of B Shares purchased pursuant to the Purchase Offer.
Details of how to complete and return your white Form of Election are set out in Part III of this document.
Your completed and signed white Form of Election must be returned so as to be received by Corporate Actions, Equiniti, Aspect House, Spencer Road, Lancing, West Sussex BN99 6DA as soon as possible and in any event no later than 4.30 p.m. on 19 February 2015. A reply paid envelope is enclosed with this document: no stamps will be required if posted in the United Kingdom.
Details of how to make your election through CREST are set out in paragraph 2 of Part VII of this document. Properly completed and returned white Forms of Election and elections made through CREST will not become effective until the Purchase Offer is made by Investec, which is expected to be on 23 February 2015.
If you do not take any action, or you do not validly complete and return your white Form of Election, or if your Existing Ordinary Shares are held in CREST and your TTE instruction is not settled so as to be received or settled as described above, unless the Directors otherwise determine, you will be deemed to have chosen Alternative 1 (Single B Share Dividend) such that you will receive a dividend of 71.9 pence per B Share (the aggregate entitlement of each holder of B Shares in respect of all of the B Shares held by them will be rounded down to the nearest penny), and your B Shares will then automatically be converted into Deferred Shares. In addition if you are a US Holder and you choose Alternative 2 (Purchase Offer), you will be deemed to have chosen Alternative 1 (Single B Share Dividend) in respect of all of your holding.
For the treatment of Overseas Shareholders under the Return of Value, please see paragraph 6 of Part II of this document. Further details on the rights and restrictions attaching to the B Shares are set out in Part IV of this document. Details of the Purchase Offer are set out in paragraph 4 of Part II.
As part of the Return of Value, Existing Ordinary Shares will be consolidated such that Shareholders will receive 15 New Ordinary Shares for every 17 Existing Ordinary Shares they hold at 5.00 p.m. on the Record Date. The purpose of the Share Capital Consolidation is to seek to ensure that (subject to normal market fluctuations) the market price of New Ordinary Shares immediately following the Return of Value is approximately the same as the market price of Existing Ordinary Shares immediately beforehand. As with the Existing Ordinary Shares, the New Ordinary Shares will be tradable on the London Stock Exchange in the same way as the Existing Ordinary Shares and will be equivalent in all material respects to Existing Ordinary Shares. The effect of the Share Capital Consolidation will be to reduce the number of issued ordinary shares to reflect the Return of Value, but Shareholders will own the same proportion of Computacenter as they did previously, subject to fractional entitlements.
A fractional entitlement will arise as a result of the Share Capital Consolidation unless a holding of Existing Ordinary Shares is exactly divisible by 17. For example, a Shareholder holding 100 Existing Ordinary Shares would, after the Share Capital Consolidation, be entitled to 88 New Ordinary Shares, 100 B Shares and a fractional entitlement to 4 ⁄17 of a New Ordinary Share.
These fractional entitlements will be aggregated and sold in the market on behalf of the relevant Shareholders at the best price reasonably obtainable. The proceeds of the sale will be distributed pro rata to those Shareholders, except that amounts of less than £3.00 will be retained by the Company and donated in equal proportions to each of Mind UK, Alzheimer's Research UK and Rainbow Trust Children's Charity.
New Ordinary Shares will be traded on the London Stock Exchange in the same way as Existing Ordinary Shares and will be equivalent in all material respects to the Existing Ordinary Shares, including in respect of their dividend, voting and other rights (save that New Ordinary Shares will not entitle the holder of such shares to receive B Shares).
Following the Capital Reorganisation, New Ordinary Share certificates will be issued to Shareholders who hold their Existing Ordinary Shares in certificated form, and the CREST accounts of Shareholders who hold their Existing Ordinary Shares in uncertificated form will be credited with New Ordinary Shares. With effect from Listing, certificates in respect of the Existing Ordinary Shares will no longer be of value and such certificates should be destroyed on receipt of the New Ordinary Share certificates, which are expected to be despatched by 6 March 2015. New Ordinary Share certificates are despatched to Shareholders at their own risk.
A guide to the general tax position of Shareholders resident in the UK as at the date of this document is set out in Part VI of this document. You are strongly advised to read Part VI of this document before completing and returning your white Form of Election. As noted above, the tax implications outlined in Part VI are intended as a general guide only. They do not address all possible tax considerations that may be relevant to Shareholders.
In summary, the United Kingdom tax position in respect of the B Share Alternatives is set out below. The issue of B Shares in itself should not lead to a United Kingdom tax charge to Shareholders.
The Single B Share Dividend of 71.9 pence per B Share (the aggregate entitlement of each holder of B Shares in respect of all of the B Shares held by them will be rounded down to the nearest penny) should generally be treated as income for United Kingdom tax purposes.
The payment of 71.9 pence for each B Share (the aggregate entitlement of each holder of B Shares in respect of all of the B Shares held by them will be rounded down to the nearest penny) purchased by Investec pursuant to the Purchase Offer should generally be treated as a capital disposal for United Kingdom tax purposes.
Shareholders who are in any doubt as to their tax position, who are subject to tax in a jurisdiction other than the United Kingdom or who are subject to special rules should consult their professional adviser.
The EGM will be held at Computacenter House, 93-101 Blackfriars Road, London SE1 8HL, United Kingdom at 2.00 p.m. on 19 February 2015. Notice of the EGM is set out in Part VIII of this document and summaries of the resolutions are contained in paragraph 12 of Part II of this document.
You will find enclosed with this document a blue Form of Proxy for use at the EGM. Whether or not you intend to be present at the EGM, you are requested to submit a CREST Proxy Instruction or complete and sign the blue Form of Proxy as described in paragraph 11(a) below and set out in Part VII.
The attention of Overseas Shareholders is drawn to the information set out in paragraph 6 of Part II of this document.
US Holders will be deemed to have elected for the Single B Share Dividend in respect of all of their B Shares.
Your attention is drawn to the further information set out in the "Expected Timetable of Principal Events" and to Parts II and VII of this document.
You will find enclosed a blue Form of Proxy for use at the Extraordinary General Meeting and a white Form of Election in respect of the B Share Alternatives.
Whether or not you propose to attend the meeting, you are requested to submit a CREST Proxy Instruction or complete and sign the enclosed blue Form of Proxy and return it, in accordance with the instructions printed on it, to Equiniti, Aspect House, Spencer Road, Lancing, West Sussex BN99 6DA so as to be received as soon as possible and, in any event, by not later than 2.00 p.m. on 17 February 2015. Submission of a CREST Proxy Instruction or completion and return of the blue Form of Proxy will not prevent you from attending the meeting and voting in person should you wish to do so.
The procedure for making an election under the Return of Value depends on whether your Existing Ordinary Shares are held in certificated or uncertificated form and is summarised below.
If you hold your Existing Ordinary Shares in certificated form and if you wish to elect for Alternative 2 in respect of all of your B Shares, you should complete the white Form of Election, opting for Alternative 2 in respect of all of your B Shares. Your white Form of Election should be received by Equiniti, completed correctly, as soon as possible and, in any event, by not later than 4.30 p.m. on 19 February 2015. You do not have to complete and return a white Form of Election in respect of Alternative 1, which is the default option.
If you do not properly complete and return a white Form of Election, so as to be received by Equiniti as set out above, you will be deemed to have chosen Alternative 1 in respect of the entirety of your entitlement and, accordingly, you will only receive the Single B Share Dividend. In addition, if you are a US Holder and you choose Alternative 2, you will be deemed to have chosen Alternative 1 in respect of the entirety of your entitlement.
If you hold your Existing Ordinary Shares in uncertificated form you should refer to the applicable procedures and related timings set out in paragraph 2 of part VII of this document. The CREST manual may also assist you in making a TTE instruction. If your TTE instruction does not settle by 4.30 p.m. on 19 February 2015, you will be deemed to have elected for Alternative 1 (Single B Share Dividend).
If you are in any doubt as to how to complete the blue Form of Proxy or white Form of Election please call the Shareholder Helpline on 0871 384 2849 (from within the UK) or on +44 121 415 0264 (if calling from outside the UK). Calls to the 0871 384 2849 number are charged at 8 pence per minute (excluding VAT) plus network extras. Lines are open from 8.30 a.m. to 5.30 p.m. (London time) Monday to Friday (except UK public holidays). Calls to the Shareholder Helpline from outside the UK will be charged at the applicable international rate. Different charges may apply to calls from mobile telephones and calls may be recorded and randomly monitored for security and training purposes. Please note that the Shareholder Helpline operators cannot provide advice on the merits of the Return of Value or any B Share Alternative nor give financial, tax, investment or legal advice.
The Directors are of the opinion that the Return of Value, the Share Capital Consolidation and the resolutions to be proposed at the Extraordinary General Meeting are in the best interests of Shareholders as a whole. The Directors unanimously recommend that you vote in favour of such resolutions, as they intend to do so in respect of their own beneficial holdings amounting in aggregate to 48,535,280 Existing Ordinary Shares, representing approximately 34.9 per cent. of the current issued share capital of Computacenter. A summary explanation of the resolutions is set out in paragraph 12 of Part II of this document.
Yours sincerely
Greg Lock (Chairman)
The Return of Value consists of the Capital Reorganisation (see paragraph 2 of this Part II) and the B Share Alternatives (see paragraphs 3 and 4 of this Part II).
The Return of Value is conditional on:
If either or both of these conditions are not satisfied by 8.00 a.m. on 20 February 2015, or such later time and/or date as the Directors may determine, no New Ordinary Shares or B Shares will be allotted and the Return of Value, the Capital Reorganisation and the amendments to the Articles will not take effect.
In addition, Investec's obligation to make the Purchase Offer is subject to certain conditions, as set out in paragraph 3 of Part VII.
It is proposed to capitalise a sum not exceeding £14,500 standing to the credit of the Company's share premium account which will be applied in paying up in full up to 145,000,000 B Shares with a nominal value of 0.01 of a penny each, to be allotted to Shareholders on the basis of one B Share for each Existing Ordinary Share held at the Record Date.
The B Shares will have limited rights as more fully set out in Part IV of this document.
The B Shares will all initially be issued in certificated form, although no share certificates will be issued in respect of the B Shares. The B Shares will not be listed or traded on the London Stock Exchange or on any other recognised investment exchange.
The Existing Ordinary Shares will be subdivided and consolidated so that Shareholders will receive 15 New Ordinary Shares for every 17 Existing Ordinary Shares they own at 5.00 p.m. on 19 February 2015. The intention is that, subject to normal market movements, the share price of one New Ordinary Share immediately after Listing should be approximately equal to the share price of one Existing Ordinary Share immediately beforehand. The ratio used for the Share Capital Consolidation has been set by reference to the closing middle market price of 643 pence per Existing Ordinary Share on 29 January 2015 (the latest practicable date prior to the posting of this document). The effect of this will be to reduce the number of issued ordinary shares to reflect the return of 71.9 pence per B Share to Shareholders, but Shareholders will own the same proportion of the Company as they did previously, subject to fractional entitlements.
The Share Capital Consolidation will take place immediately after the allotment of the B Shares.
New Ordinary Shares will be traded on the London Stock Exchange in the same way as Existing Ordinary Shares and will be equivalent in all material respects to the Existing Ordinary Shares, including their dividend, voting and other rights (save that New Ordinary Shares will not entitle the holder of such shares to receive B Shares). New Ordinary Share certificates will be issued to those Shareholders who hold their Existing Ordinary Shares in certificated form following the Capital Reorganisation.
Holders of Existing Ordinary Shares whose holdings are registered in CREST will automatically have any New Ordinary Shares credited to their CREST account.
Application will be made for the New Ordinary Shares to 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 dealings expected to commence on 20 February 2015 (or such later date as the Directors may determine). The Company will apply for the New Ordinary Shares to be admitted to CREST with effect from Listing so that general market transactions in the New Ordinary Shares may be settled within the CREST system.
Unless a holding of Existing Ordinary Shares is exactly divisible by 17, a Shareholder will have a fractional entitlement to a New Ordinary Share following the Share Capital Consolidation. So, for example, a Shareholder having 100 Existing Ordinary Shares would, after the Share Capital Consolidation, be entitled to 88 New Ordinary Shares, 100 B Shares, and a fractional entitlement to 4 ⁄17 of a New Ordinary Share.
The fractional entitlements of all Shareholders will be aggregated and sold in the market on behalf of the relevant Shareholders. The proceeds of sale will be distributed pro rata to the relevant Shareholders, except that amounts of less than £3.00 will be retained by the Company and donated in equal proportions to each of Mind UK, Alzheimer's Research UK and Rainbow Trust Children's Charity. Cheques in respect of the proceeds of sale are expected to be despatched to relevant Shareholders or CREST accounts credited with the proceeds, as appropriate, together with certificates for New Ordinary Shares by 6 March 2015 (or such later date as the Directors may determine).
Save for US Holders, Shareholders may choose Alternative 1 or Alternative 2 in respect of all of their B Shares. Only Alternative 1 is being offered to US Holders. Details of how to make the choice by completing the white Form of Election (for those who currently hold Existing Ordinary Shares other than through CREST) are set out below. Details of how to make the choice by electing through CREST (for those who currently hold Existing Ordinary Shares through CREST) are set out in paragraph 2 of Part VII of this document.
Shareholders will only be able to make one election in respect of their entire holding of B Shares.
Shareholders may elect to receive a Single B Share Dividend of 71.9 pence per B Share (the aggregate entitlement of each holder of B Shares in respect of all of the B Shares held by them will be rounded down to the nearest penny) in respect of all of their B Shares. US Holders will be deemed to have elected to receive the Single B Share Dividend in respect of all of their B Shares.
Shareholders who wish to elect to receive a Single B Share Dividend in respect of all of their B Shares need take no further action and do not need to return the white Form of Election.
Shareholders who do not hold their Existing Ordinary Shares in CREST and do not validly complete, sign and return their white Form of Election so as to be received by Equiniti by 4.30 p.m. on 19 February 2015 (or such later date as the Directors may determine) will be treated as though they have elected for the Single B Share Dividend in respect of all their B Shares. In addition, if you are a US Holder and you choose Alternative 2, you will be deemed to have chosen Alternative 1 in respect of all your B Shares. Shareholders who hold their Existing Ordinary Shares through CREST should refer to paragraph 2 of part VII of this document.
The Company reserves the right in its sole discretion to accept completed white Forms of Election received after the relevant due date for receipt of such forms by Equiniti and to accept incomplete or invalidly completed white Forms of Election. The Company further reserves the right at its sole discretion to reject any white Form of Election (even if validly completed) if to act on the election would be unlawful.
Following the declaration of the Single B Share Dividend, all B Shares will automatically be converted into Deferred Shares (which will form part of the same class of deferred shares created in connection with the 2013 return of value), with the Shareholder receiving one Deferred Share for each such B Share. The Deferred Shares will not be listed, will carry extremely limited rights as more fully described in Part V of this document and will have negligible value.
The Company will have the right to repurchase some or all of the Deferred Shares then in issue at any time for an aggregate consideration of one penny. If the Company repurchases any Deferred Shares, this will be treated as a disposal of the Deferred Shares by Shareholders. In view of the negligible amount of this consideration, Shareholders' entitlements to it will not be paid and Shareholders will receive no cash or credit in their CREST accounts in respect of this disposal.
Shareholders should carefully read Part VI "United Kingdom taxation in relation to the Return of Value" of this document before deciding whether to elect for the Single B Share Dividend.
It is expected that Shareholders receiving the Single B Share Dividend will be sent cheques or, if a dividend bank mandate has been registered, their nominated bank accounts will be credited in respect of such Single B Share Dividend by 10 March 2015 (or such later date as the Directors may determine). No share certificates will be issued in respect of the B Shares nor in respect of the Deferred Shares.
Shareholders may elect to have all of their B Shares purchased under the Purchase Offer. Only Alternative 1 is being offered to US Holders.
Under the Purchase Offer, Shareholders may elect to have all of their B Shares purchased by Investec, acting as principal, on 23 February 2015 (or such other date as the Directors may determine), at 71.9 pence per B Share (the aggregate entitlement of each holder of B Shares in respect of all of the B Shares held by them will be rounded down to the nearest penny), free of all dealing expenses and commissions. There is no obligation on Investec to make the Purchase Offer if any of the conditions set out in the Purchase Offer Agreement and described at paragraph 3 of Part VII below are not satisfied by 8.00 a.m. on 23 February 2015. It may also be extended at any time or from time to time (without an obligation to do so). Any proposed extension, withdrawal or termination of the Purchase Offer will be publicly announced on the Business Day following the occurrence of the event giving rise to the amendment or extension.
Shareholders who wish all of their B Shares to be subject to the Purchase Offer should tick Box 2 and sign Box 3 of the white Form of Election in accordance with Part III of this document unless they hold Existing Ordinary Shares through CREST. Shareholders electing through CREST should refer to paragraph 2 of Part VII of this document.
The completed white Form of Election should be returned to Corporate Actions, Equiniti, Aspect House, Spencer Road, Lancing, West Sussex BN99 6DA so as to be received no later than 4.30 p.m. on 19 February 2015. A reply paid envelope is enclosed for your use. Elections in respect of the Purchase Offer will not become effective until the Purchase Offer is made by Investec, which is expected to be on 23 February 2015.
The Company reserves the right in its sole discretion to accept completed white Forms of Election received after the relevant due date for receipt of such forms by Equiniti and to accept incomplete or invalidly completed white Forms of Election. The Company further reserves the right at its sole discretion to reject any white Form of Election if to act on the election would be unlawful.
Shareholders should carefully read Part VI "United Kingdom taxation in relation to the Return of Value" of this document before deciding whether to elect for the Purchase Offer.
It is expected that Shareholders whose B Shares are purchased will be sent cheques (or will have their CREST accounts credited) in respect of such purchase by 10 March 2015 (or such later date as the Directors may determine). Investec will be entitled to receive the Single B Share Dividend in respect of the B Shares purchased by it pursuant to the Purchase Offer. It is expected that all B Shares in respect of which the Purchase Offer has been accepted will initially be issued in certificated form, before being transferred to Equiniti and held by Equiniti in dematerialised form. The B Shares held by Equiniti in dematerialised form will be transferred to Investec under the terms of the Purchase Offer, prior to the declaration of the Single B Share Dividend by the Company. No share certificates will be issued in respect of the B Shares purchased under the Purchase Offer.
Shareholders who do not:
by 4.30 p.m. on 19 February 2015 (or such later date as the Directors may determine) will be treated as though they have elected for Alternative 1 (the Single B Share Dividend) in respect of all of their B Shares.
The following terms will apply to the Purchase Offer:
through CREST relate and that, when such B Shares are accepted for purchase by Investec, Investec will acquire such B Shares free and clear from all liens, charges, restrictions, claims, equitable interests and encumbrances and together with all rights attaching thereto, including the right to receive the Single B Share Dividend on such B Shares. In addition, by execution of the white Form of Election or (as applicable) any TTE instruction of a Shareholder electing through CREST, the Shareholder: (i) agrees that he or she will do all other things and execute any additional documents which may be necessary or, in the opinion of Investec, desirable to effect the purchase of the B Shares by Investec and/or to perfect any of the authorities expressed to be given under the white Form of Election or (as applicable) any TTE instruction of a Shareholder electing through CREST; (ii) acknowledges that Investec shall not have any liability whatsoever to such Shareholder in respect of acts done or omitted to be done by it on behalf of such Shareholder in connection with the instructions given to it by such Shareholder pursuant to the white Form of Election or (as applicable) any TTE instruction of a Shareholder electing through CREST or otherwise in relation to the Purchase Offer; and (iii) irrevocably appoints the Company, or any officer or employee of the Company for the time being as attorney for and/or agent of the Shareholder with authority on that Shareholder's behalf and in his or their name, to exercise all rights, powers and privileges attached to the B Shares or otherwise capable of being exercised by that Shareholder in respect of the B Shares in order to give effect to their election and to do all acts and things and to execute all such deeds, transfers and other documents as such attorney and/or agent shall consider necessary to give effect to that Shareholder's election including, without limitation, transferring such B Shares to Equiniti or a person nominated by Equiniti to hold as the Shareholder's nominee and authorises Equiniti or such other person to dematerialise such B Shares and transfer such B Shares in CREST to Investec under the terms of the Purchase Offer free of payment, beneficial ownership passing to Investec at the earlier of such time and the time the Purchase Offer becomes unconditional;
Shareholders should note that an election to receive the Purchase Offer in respect of all of their B Shares may be withdrawn by Shareholders at any time prior to 1.00 p.m. on 19 February 2015 in the manner and on the terms set out below. Thereafter, such election is irrevocable and shall take effect when the Purchase Offer is made by Investec.
Shareholders wishing to withdraw their election to receive the Purchase Offer in respect of all of their B Shares MUST first telephone the Shareholder Helpline for further information on 0871 384 2849 (from within the UK) or on +44 121 415 0264 (if calling from outside the UK) between 8.30 a.m. and 5.30 p.m. (London time) Monday to Friday (except UK public holidays). Calls to the 0871 384 2849 number are charged at 8 pence per minute (excluding VAT) plus network extras. Calls to the Shareholder Helpline from outside the UK will be charged at the applicable international rate. Different charges may apply to calls from mobile telephones and calls may be recorded and randomly
For a withdrawal of an election to receive the Purchase Offer to be effective, a written instruction signed by the person(s) who signed the relevant Form of Election or, in the case of Existing Ordinary Shares held in uncertificated form, gave the relevant TTE instruction, must:
and be received by Equiniti no later than 1.00 p.m. on 19 February 2015.
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 absolute 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 Equiniti 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.
Withdrawals may not be rescinded and elections in respect of withdrawn B Shares will thereafter be deemed invalid for the purposes of the B Share Alternatives.
If a written instruction of withdrawal of an election to receive the Purchase Offer in respect of all of the relevant Shareholder's B Shares has been received by Equiniti by 1.00 p.m. on 19 February 2015 in accordance with the provisions of this paragraph, the relevant Shareholder will be deemed to have elected to receive the Single B Share Dividend in respect of all of their B Shares.
Once completed and signed, the withdrawal instruction should be returned in the reply-paid envelope which will be provided by Equiniti. If you do not use the envelope provided, the withdrawal instruction should be sent to Corporate Actions, Equiniti, Aspect House, Spencer Road, Lancing, West Sussex BN99 6DA.
The implications of the Return of Value for Overseas Shareholders may be affected by the laws of relevant jurisdictions. Overseas Shareholders should consult their professional advisers to ascertain whether the Return of Value 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 Overseas Shareholder wishing to receive the Single B Share Dividend or have B Shares purchased or otherwise dispose 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 Value and voting at the EGM, 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 or other taxes or duties in such jurisdiction.
Alternative 2 is not being offered into the United States and US Holders may not elect for Alternative 2. Accordingly, any purported election by a US Holder will automatically be deemed an election for Alternative 1 in respect of all such US Holders' B Shares and the Company shall not be required to take into account any election for Alternative 2 that any US Shareholder may purport to make. As a result, US Holders will only receive the Single B Share Dividend (as well as the relevant number of New Ordinary Shares and any fractional entitlements arising under the Share Capital Consolidation).
The distribution of this document in, into or via 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 issue or purchase of B Shares or the Single B Share Dividend constitutes an invitation, offer, solicitation or other action on the part of the Company in any jurisdiction in which such invitation, offer, solicitation or other action is unlawful.
Overseas Shareholders should consult their own legal and tax advisers with respect to the legal and tax consequences of the Return of Value and Share Capital Consolidation in their particular circumstances.
Each Overseas Shareholder by whom, or on whose behalf, a white Form of Election is executed or a TTE instruction submitted, shall be deemed irrevocably to represent, warrant, undertake and agree to and with the Company and Investec that such Shareholder is not a US Holder or a Shareholder who is located in or resident in, or a citizen or national of, or who has its registered address in Australia, Japan, Canada or the Republic of South Africa or, in respect of the B Shares to which the election to participate in the Purchase Offer relates, a trustee, custodian or nominee holding Existing Ordinary Shares or B Shares on behalf of such persons and 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 receipt or transfer of B Shares in any territory or election for either Alternative 1 or Alternative 2 in any territory and that such Shareholder has not taken or omitted to take any action which may result in the Company, Investec or any other persons acting in breach of the legal or regulatory requirements of any territory in connection with the Return of Value or such Shareholder's receipt or transfer of B Shares or election for either Alternative 1 or Alternative 2.
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 its issuing B Shares to Overseas Shareholders, it is proposed that the B Shares to which such Overseas Shareholders are entitled will nevertheless be allotted to such Overseas Shareholders but may then be issued to a nominee on behalf of Overseas Shareholders and then sold with the net proceeds of sale being remitted to such Overseas Shareholders.
The above provisions of this paragraph 6 relating to Overseas Shareholders may be waived, varied or modified as regards specific Overseas Shareholders or on a general basis by the Company in its absolute discretion.
The New Ordinary 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 the United States of America, Australia, Canada, Japan or the Republic of South Africa or any other jurisdiction (other than the UK). The B Shares will not be registered under the US Securities Act, or under any applicable securities laws of the UK, United States or any other jurisdiction.
An EGM will be held at Computacenter House, 93-101 Blackfriars Road, London SE1 8HL, United Kingdom at 2.00 p.m. on 19 February 2015. The EGM notice is set out in Part VIII of this document.
You will find enclosed with this document a blue Form of Proxy for use in respect of the EGM.
Whether or not you intend to be present at the EGM, you are requested to submit a CREST Proxy Instruction or complete and sign the blue Form of Proxy and return it, in accordance with the instructions printed on it, by post or (during normal business hours only) by hand to Equiniti, Aspect House, Spencer Road, Lancing, West Sussex BN99 6DA to arrive as soon as possible and, in any event, no later than 2.00 p.m. on 17 February 2015. Submission of a CREST Proxy Instruction or completion and return of the blue Form of Proxy will not prevent you from attending the EGM and voting in person should you wish to do so.
From Listing, your certificates in respect of Existing Ordinary Shares will no longer be valid. New Ordinary Share certificates will only be issued following the Share Capital Consolidation. It is therefore important that, if you hold certificates in respect of your Existing Ordinary Shares, you retain them for the time being until New Ordinary Share certificates are despatched, which is expected to be by 6 March 2015 (or such later date as the Directors may determine). Following this date, the certificates in respect of the Existing Ordinary Shares can be destroyed. Share certificates are despatched by post to Shareholders at their own risk.
For Shareholders wishing to hold any New Ordinary Shares in uncertificated form through the CREST system, the relevant CREST accounts are expected to be credited on or after 8.00 a.m. on 20 February 2015 (or such later date as the Directors may determine). Shareholders holding New Ordinary Shares through the CREST system will not receive any share certificates.
No share certificates will be issued by the Company in respect of any B Shares nor in respect of any Deferred Shares.
A number of amendments to the Articles are required in order to implement the Return of Value and such amendments require Shareholder approval. These amendments are set out in Parts IV and V of this document.
Participants in the Company Share Schemes will not receive B Shares. No adjustment will be required to the number of shares over which these participants have options or awards, nor in the amount payable on the exercise of options. Options or awards over Existing Ordinary Shares will take effect as options or awards over the same number of New Ordinary Shares, which are expected to have the same value per share following the Share Capital Consolidation.
The trustees of the employee benefit trusts will be treated in the same way as other Shareholders (and have the right to waive receipt of any dividend).
Computacenter will be writing separately to participants in the Company Share Schemes with details of the impact on them of the Return of Value.
The Return of Value and the Share Capital Consolidation will be made by reference to holdings of Existing Ordinary Shares on the register of members as at the Record Date.
It is expected that dealings and settlement within the CREST system of the Existing Ordinary Shares will continue until the Record Date when, in the case of Existing Ordinary Shares held in certificated form, the register of members will be closed for transfer and no further transfers of Existing Ordinary Shares will be able to be made. The registration of uncertificated holdings in respect of the Existing Ordinary Shares will be "disabled" in CREST on the Record Date.
The Company expects to despatch, by 6 March 2015, definitive share certificates in respect of the New Ordinary Shares held in certificated form, if applicable, and expects to despatch any cheques and credit CREST accounts in respect of the sale of fractional entitlements to New Ordinary Shares following the subdivision and consolidation. From Listing, certificates in respect of the Existing Ordinary Shares will no longer be valid.
It is expected that Shareholders who hold their Existing Ordinary Shares through the CREST system will, on Listing, have their CREST accounts credited with the New Ordinary Shares.
Temporary documents of title will not be issued and, pending despatch of definitive share certificates, transfers of New Ordinary Shares held in certificated form will be certified against the register held by Equiniti.
It is expected that cheques in respect of the Single B Share Dividend will be despatched to relevant Shareholders, or relevant Shareholders will have their bank accounts credited in respect of the Single B Share Dividend, as appropriate, by 10 March 2015 (or such later date as the Directors may determine).
It is expected that cheques in respect of B Shares purchased under the Purchase Offer will be despatched to relevant Shareholders, or relevant Shareholders will have their CREST accounts credited with the proceeds, as appropriate, by 10 March 2015 (or such later date as the Directors may determine).
All mandates in force at the Record Date relating to the paying of dividends on Existing Ordinary Shares and all instructions then in force relating to notices and other communications will, unless and until varied or revoked, be deemed to be valid and effective mandates or instructions to the Company in relation to the holdings of New Ordinary Shares.
Cheques and share certificates are despatched at each Shareholder's own risk.
The ordinary resolution will be passed if more than 50 per cent. of the votes cast are in favour. The special resolutions will be passed if at least 75 per cent. of the votes cast are in favour.
This special resolution is conditional on Listing, sets out the formal mechanics for the implementation of the Return of Value and amends the Articles.
(e) This paragraph proposes that the Directors be given authority to purchase or transfer Deferred Shares, including any Deferred Shares arising on the reclassification of any B Shares in accordance with the Articles following the payment of the Single B Share Dividend.
At the Annual General Meeting held in 2014, Shareholders authorised the Directors, under s.551 of the Act, to exercise all the powers of the Company to allot shares in the Company and to grant rights to subscribe for, or convert any security into, shares in the Company ("Rights") without the prior consent of Shareholders for a period expiring at the conclusion of the Annual General Meeting to be held in 2015 or, if earlier, at the close of business on 30 June 2015 (the "AGM Allotment Authority"), save that the Company is entitled to make offers or agreements before the expiry of such authority, which would or might require shares to be allotted or Rights to be granted after such expiry and the Directors are entitled to allot shares and grant Rights pursuant to any such offer or agreement as if such authority had not expired. It is now proposed to renew this authority and to authorise the Directors under s.551 of the Act to allot New Ordinary Shares or grant rights to subscribe for or convert any security into New Ordinary Shares up to an aggregate nominal value of £3,089,163.69, equivalent to approximately one-third of the issued share capital of the Company following the Share Capital Consolidation.
Resolution 2 is an ordinary resolution. If resolution 2 is passed, the AGM Allotment Authority will cease to have effect and the new authority will remain in force until the next Annual General Meeting or 30 June 2015, whichever is earlier.
The Directors currently have no intention of issuing New Ordinary Shares. However, the Directors believe that they should have the authority proposed in the resolution to enable such allotments to take place to finance business opportunities as they arise.
If the Company issues Ordinary Shares for cash, it must first offer them to holders of Existing Ordinary Shares in proportion to their current holdings (pre-emption rights). At the Annual General Meeting held in 2014, a special resolution was passed, under Sections 570 and 573 of the Act, authorising the Directors to allot equity securities (as defined in Section 560 of the Act) for cash as if the pre-emption provisions of Section 561 of the Act do not apply to such allotments (the "AGM Dis-application of Pre-emption Rights"). This resolution seeks to renew this authority and to authorise the Directors to issue New Ordinary Shares in connection with allotments of equity securities specified in resolution 2 up to a maximum nominal value of £463,374.55. The £463,374.55 maximum nominal value of equity securities to which this authority relates represents approximately 5 per cent. of the New Ordinary Share capital in issue immediately following the Share Capital Consolidation in compliance with investor protection guidelines. If resolution 3 is passed, the AGM Dis-application of Pre-emption Rights will cease to have effect.
The Directors do not intend to issue more than 7.5 per cent. of the issued share capital of the Company for cash on a non-pre-emptive basis in any rolling three-year period.
The resolution also confers authority to allot shares (and other equity securities) in connection with a rights issue or other issues where the securities are offered (subject to any exclusions or other arrangements as a result of legal or technical requirements) on a pre-emptive basis to ordinary shareholders.
Resolution 3 is a special resolution. If the resolution is passed, the authority will remain in force until the next Annual General Meeting or 30 June 2015, whichever is earlier, save that the Company shall be entitled to make offers or agreements before the expiry of such power, which would or might require the equity securities to be allotted after such expiry and the Directors shall be entitled to allot equity securities pursuant to any such offer or agreement as if the power conferred hereby had not expired.
A special resolution was also passed at the Annual General Meeting held in 2014, under Section 701 of the Act, authorising the Directors to make market purchases (as defined in Section 693(4) of the Act) of Existing Ordinary Shares (the "AGM Market Purchase Authority"). This proposed resolution seeks to renew this authority in relation to the New Ordinary Shares. The power given by the resolution will only be exercised if the Directors are satisfied that any purchase will increase the earnings per share of the New Ordinary Share capital in issue after the purchase and, accordingly, that the purchase is in the interests of Shareholders. The Directors will also give careful consideration to gearing levels of the Company and its general financial position. The purchase price would be paid out of distributable profits.
If resolution 4 is passed, the AGM Market Purchase Authority will cease to have effect.
Any shares bought by the Company under this authority will either be held in treasury, with a view to possible re-issue at a future date, or cancelled. The Directors will decide at the time of purchase whether to cancel the shares immediately or to hold them in treasury. In relation to treasury shares, the Directors will also have regard to any investor guidelines, in relation to the purchase of shares intended to be held in treasury or in relation to their holding or resale, which may be in force at the time of any such purchase, holding or resale. No shares are currently held in treasury.
To date, no shares have been purchased under this authority. The Directors will use the authority to purchase any New Ordinary Shares only after careful consideration, taking into account market conditions, other investment opportunities, appropriate gearing levels and the overall financial position of the Company. The Directors will only purchase such New Ordinary Shares after taking into account the effects on earnings per share and the benefit for shareholders generally.
The maximum number of shares which may be purchased under the proposed authority will be 12,265,797 New Ordinary Shares representing approximately 10 per cent. of the New Ordinary Share capital in issue immediately following the Share Capital Consolidation. The price paid for the shares will not be less than the nominal value of 75 ⁄9 pence per share nor more than the higher of (i) 105 per cent. of the average of the middle market quotation of the Company's New Ordinary Shares as derived from the London Stock Exchange Daily Official List for the five business days preceding the day on which the shares are purchased and (ii) an amount equal to the higher of the price of the last independent trade and the highest current independent bid, as derived from the London Stock Exchange Trading System (SETS).
The total number of options to subscribe for Existing Ordinary Shares that were outstanding as at 29 January 2015 (being the latest practicable date prior to the publication of this Circular) was 6,997,503 of which 30,000 are options over unissued Existing Ordinary Shares. The proportion of issued share capital of the Company that the unissued Existing Ordinary Shares represented at that time was approximately 0.022 per cent. Based upon figures as at the latest practicable date prior to the publication of this Circular, the proportion of issued New Ordinary Share capital that the options over unissued ordinary shares will represent immediately following the Share Capital Consolidation will be approximately 0.024 per cent. The proportion of issued New Ordinary Share capital that the unissued ordinary shares will represent if the full authority to purchase shares existing from the Annual General Meeting held in 2014 and now being sought is used is 0.027 per cent.
Resolution 4 is a special resolution. If the resolution is passed, the authority will remain in force until the Annual General Meeting in 2015.
Your white Form of Election is enclosed with this document. Shareholders electing through CREST should not complete a white Form of Election but instead should refer to paragraph 2 of Part VII of this document. Elections in respect of the B Share Alternatives will not become effective until the Purchase Offer is made which is expected to be on 23 February 2015.
Shareholders will only be able to make one election in respect of their entire holding of B Shares. Any election by a Shareholder in respect of a number of B Shares which in total is less than or more than their holding of B Shares as at the Single B Share Dividend Record Date will be deemed to be an election in respect of their entire holding of B Shares as at the Single B Share Dividend Record Date.
Shareholders who wish to receive Alternative 1: the Single B Share Dividend on all of their B Shares do NOT need to complete or return the white Form of Election. You are, however, encouraged to vote on the Return of Value as no B Shares or New Ordinary Shares will be created and the Return of Value will not take effect unless resolution 1 of the resolutions to be considered at the Extraordinary General Meeting is passed. Shareholders will automatically receive the Single B Share Dividend for B Shares in respect of which Shareholders have not elected for Alternative 2.
The following instructions set out what you should do when completing your white Form of Election.
References to Boxes refer to the boxes so numbered on the white Form of Election.
The name of the Shareholder, or names of joint Shareholders and their addresses, for which an election can be made will be shown in Box 1.
Box 1 shows the number of Existing Ordinary Shares held as at 5.00 p.m. on 27 January 2015. If you buy, sell or transfer any Existing Ordinary Shares, your election will be in respect of the equivalent number of Existing Ordinary Shares you hold in your name(s) on 19 February 2015. If you do not buy, sell or otherwise transfer any Existing Ordinary Shares between 5.00 p.m. on 27 January 2015 and the Record Date, the number of B Shares you receive will be equal to the number shown in Box 1.
If you sell or transfer any Existing Ordinary Shares held in your name before the Record Date or purchase additional Existing Ordinary Shares before the Record Date, your election or deemed election for one of the B Share Alternatives will be in respect of ALL your shares held as at the Record Date.
To choose Alternative 1: the Single B Share Dividend for ALL of your B Shares, you need TAKE NO FURTHER ACTION and need not complete and return the white Form of Election. Shareholders who do not return the white Form of Election will automatically receive the Single B Share Dividend in respect of ALL of their B Shares.
To choose Alternative 2: the Purchase Offer for ALL of your B Shares, you should tick Box 2.
If you have not elected for Alternative 2, Alternative 1 will be deemed to have been elected for all the B Shares that you hold.
Equiniti and the Company reserve the right at their sole discretion to accept and process an election for all the B Share entitlement if a tick, cross or other symbol is entered into the relevant box.
Notwithstanding the instructions set out above, the Company reserves the right at its sole discretion to accept completed white Forms of Election received after the relevant due date for receipt of such form by Equiniti and to accept incomplete or incorrectly completed white Forms of Election. The Company further reserves the right at its sole discretion to reject any white Forms of Election if to act on the election would be illegal. All questions as to the form and validity (including the time of receipt) of any white Form of Election will be determined by the Company, in its absolute discretion, which determination shall be final and binding. None of the Company, Equiniti, or any of their respective employees, directors, officers or agents will be under any duty to give notification of any defect or irregularity in any white Form of Election or incur any liability for failure to give any such notification.
Once completed and signed, the white Form of Election should be returned in the reply-paid envelope (no stamps will be required if posted in the United Kingdom) provided to be received no later than 4.30 p.m. (London time) on 19 February 2015. If you do not use the envelope provided, the white Form of Election should be sent to Corporate Actions, Equiniti, Aspect House, Spencer Road, Lancing, West Sussex BN99 6DA.
If you need assistance in completing the white Form of Election or have any queries relating to it, you should call the Shareholder Helpline on 0871 384 2849 (from within the UK) or on +44 121 415 0264 (if calling from outside the UK). Calls to the 0871 384 2849 number are charged at 8 pence per minute (excluding VAT) plus network extras. Lines are open from 8.30 a.m. to 5.30 p.m. (London time) Monday to Friday (except UK public holidays). Calls to the Shareholder Helpline from outside the UK will be charged at the applicable international rate. Different charges may apply to calls from mobile telephones and calls may be recorded and randomly monitored for security and training purposes. Please note that the Shareholder Helpline operators cannot provide advice on the merits of the Return of Value or any B Share Alternative nor give financial, tax, investment or legal advice.
The following sets out the detail of the amendments which are proposed to be made to the Articles at the EGM in respect of the rights and restrictions attached to the B Shares.
The sentence after Article 4 which reads "Article 4A (paragraphs (1)-(8)) has been deleted" will be deleted and be replaced with the following paragraphs as a new Article 4A of the Articles.
Notwithstanding the other provisions in these Articles which relate to shares, the following paragraphs (1)-(8) of this Article 4A comprise all the rights and restrictions relating to the unlisted non-redeemable shares of the Company of 0.01 pence nominal value (the "B Shares").
held by them will be rounded down to the nearest penny). Each B Share in respect of which such dividend becomes payable shall, on the Single B Share Dividend Date, be automatically converted, without any further action being required of the shareholder and without consent being required, into an unlisted non-redeemable deferred share of 0.01 pence nominal value with the rights and restrictions described in Article 4B (a "Deferred Share").
(c) The holders of the B Shares shall not be entitled to any further right of participation in the profits of the Company other than as described in Articles 4A(2)(a) and (b) above.
(b) Subject to the provisions of the Act, and pursuant to the authority provided in Article 4A(5)(a) above, the Company may, at any time, without obtaining the sanction of the holders of the B Shares:
(i) appoint any person to accept any offer and agree to sell and execute on behalf of all the holders of the B Shares a transfer of all of the B Shares or any part thereof (and/or an agreement to transfer the same) to the Company or to such person as the Directors may determine, subject to the Company or such person (as the case may be) paying to the holders of the B Shares so transferred, such amount as they would be entitled to under Article 4A(3)(a) were the Company to be wound up on such day; and
Article 4A (paragraphs (1)-(8)) shall remain in force until there are no longer any B Shares in existence, whether by way of conversion into Deferred Shares, cancellation or reclassification, whichever is earlier, notwithstanding any provision in these Articles to the contrary. Thereafter Article 4A (paragraphs (1)-(8)) shall be and shall be deemed to be of no effect (save to the extent that the provisions of Article 4A (paragraphs (1)-(8)) are referred to in other Articles) and shall be deleted and replaced with the wording "Article 4A (paragraphs (1)-(8)) 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 4A (paragraphs (1)-(8)) before that date shall not otherwise be affected and any actions taken under Article 4A (paragraphs (1)-(8)) before that date shall be conclusive and shall not be open to challenge on any grounds whatsoever."
The following sets out the detail of the amendment which is proposed to be made to the Articles at the EGM in respect of the rights attached to the Deferred Shares and in accordance with Article 4(B)(5) (Class rights) of the Articles.
Paragraph (2) of Article 4B, headed "Capital" shall be deleted and be replaced with following:
On a return of capital on a winding-up (excluding any intra-group re-organisation on a solvent basis) there shall be paid to the holders of the Deferred Shares the nominal capital paid up or credited as paid up on such Deferred Shares after:
The holders of the Deferred Shares shall not be entitled to any further right of participation in the assets of the Company."
The following paragraphs are intended as a general guide only and are based on current legislation and HMRC practice (which are both subject to change at any time, possibly with retrospective effect). They do not address all possible tax considerations that may be relevant to the Shareholders. Therefore such Shareholders are advised to satisfy themselves as to their own tax consequences deriving from their ownership of shares in the Company. They summarise advice received by the Company as to the position of individual and corporate Shareholders who are resident in the United Kingdom for tax purposes, who are the absolute beneficial owners of their Existing Ordinary Shares and who hold their Existing Ordinary Shares as an investment. They do not address the position of Overseas Shareholders. Other UK resident Shareholders, such as dealers in securities, the trustees of the employee benefit trusts, insurance companies and collective investment vehicles, may be taxed differently and are not considered.
If you are in any doubt as to your tax position or you are subject to tax in a jurisdiction outside the UK, you should consult an appropriate professional adviser on your specific circumstances without delay.
This section is not intended to be, and should not be construed to be, legal or taxation advice to any particular Shareholder.
For the purposes of UK taxation of capital gains and corporation tax on chargeable gains ("CGT") it is expected that:
2.1 The Single B Share Dividend should be treated in the same way as any other dividend paid by Computacenter. Computacenter should not be required to withhold tax at source when paying the Single B Share Dividend.
Single B Share Dividend, such that any capital loss on such shares attributable to the payment of that dividend could be disallowed.
Dividends payable on the New Ordinary Shares should be subject to United Kingdom income tax or United Kingdom corporation tax on income under the rules applicable to dividends.
Except in relation to depository receipt arrangements or clearance services where special rules apply:
6.5 for the avoidance of doubt, a sale of B Shares or the rights to the B Shares to Investec pursuant to the Purchase Offer should not give rise to any liability to stamp duty or SDRT for the selling Shareholder;
6.6 liability for SDRT should arise for Investec on the purchase by Investec of the B Shares pursuant to the Purchase Offer;
The rights and restrictions attaching to the New Ordinary Shares will be set out in the Articles in relation to the Existing Ordinary Shares, as amended, if resolution 1 is passed at the EGM (as set out in the notice convening the EGM in Part VII of this document). These may be summarised, as regards income, return of value and voting, as follows:
Income: The holders of the New Ordinary Shares shall be entitled to be paid any profits of the Company subject to payment of the Single B Share Dividend available for distribution and determined to be distributed. Any dividend payable on the New Ordinary Shares which has remained unclaimed for 12 years from the date when it became due for payment shall be forfeited and shall cease to remain owing by the Company.
Capital: On a return of value on a winding-up (excluding any intra-group reorganisation on a solvent basis) after paying such sums as may be due in priority to the holders of any other class of shares in the capital of the Company, any further such amount shall be paid to the holders of the New Ordinary Shares rateably according to the amounts paid up or credited as paid up in respect of each New Ordinary Share.
Voting: The holders of the New Ordinary Shares shall be entitled in respect of their holding of such shares to receive notice of any general meeting of the Company and to attend and vote at any such general meeting. At any such meeting, on a show of hands, every holder of New Ordinary Shares present in person shall have one vote and every such holder present in person or by proxy shall upon a poll have one vote for every New Ordinary Share of which he is the holder.
Form: The New Ordinary Shares are not renounceable and will be transferable by an instrument of transfer in usual or common form. The New Ordinary Shares will be in registered form. The Company will apply for the New Ordinary Shares to be admitted to CREST with effect from Listing. Accordingly, it is anticipated that settlement of transactions in the New Ordinary Shares may take place within the CREST system in respect of general market transactions.
If your Shares are held in uncertificated form, you should not have received nor should you complete or return a Form of Election. Details of how to make an election in respect of the Return of Value are set out below.
Shareholders who hold shares in CREST and who wish in respect of all of their holdings of Existing Ordinary Shares to elect to receive the Single B Share Dividend NEED TAKE NO ACTION. CREST Holders who do not return a TTE instruction will automatically receive the Single B Share Dividend for their B Shares.
Shareholders who hold shares in CREST and who wish to elect for Alternative 2: Purchase Offer (Capital), should take (or procure to be taken) the action set out below to transfer (by means of a TTE instruction) the number of Existing Ordinary Shares held at the Record Date to an escrow balance, specifying Equiniti in its capacity as a CREST receiving agent (under its participant ID referred to below) as the escrow agent, as soon as possible and in any event so that the transfer to escrow settles not later than 4.30 p.m. on 19 February 2015.
If you are a CREST personal member, you should refer to your CREST sponsor before taking any action. Your CREST sponsor will be able to confirm details of your participant ID and the member account ID under which your Existing Ordinary Shares are held. In addition, only your CREST sponsor will be able to send the TTE instruction to Euroclear.
You should send (of if you are a CREST personal member, procure that your CREST sponsor sends) a TTE instruction to Euroclear, which must be properly authenticated in accordance with Euroclear's specifications and which must contain, in addition to other information that is required for the TTE instruction to settle in CREST, the following details:
Although partial elections are not permitted, it is recognised that some CREST nominees may hold Ordinary Shares in one CREST account on behalf of a number of underlying beneficial holders. In such a case, a TTE instruction received by Equiniti from a CREST nominee (provided it is settled as at 4.30 p.m. on 19 February 2015) making an election for less than their total holding of Ordinary Shares will not be rejected but, by settling a TTE instruction via the CREST system, in relation to a number of Ordinary Shares that does not represent the entire holding of the CREST nominee as at 4.30 p.m. on 19 February 2015, the CREST nominee will be deemed to have confirmed that any such election for the Purchase Offer is in relation to the total number of B Shares held by any underlying beneficial holder.
White Forms of Election not completed in accordance with the instructions printed thereon or in this document and TTE instructions not made in accordance with instructions above will not be valid. Subject to the specific provisions of this paragraph, the Directors may treat as valid in whole or in part a white Form of Election or TTE instruction which is received by Equiniti or otherwise on behalf of the Company which is not entirely in order or in correct form or which is not accompanied by (as applicable) the relevant share certificate(s) and/or other relevant document(s) or is received by it in any place or places or in any other form or manner (including time of receipt) determined by either Equiniti or the Company otherwise than as set out in this document or in the white Form of Election. In that event, cheques in respect of the Purchase Offer or the Single B Share Dividend will not be issued until after (as applicable) the relevant transfer to escrow has settled and/or other document(s) of title or indemnities satisfactory to Investec and the Company have been received by Equiniti.
Under the Purchase Offer Agreement, Investec has agreed that it will, as principal, make an offer to purchase those B Shares in respect of which Shareholders (other than US Holders) have elected to accept the Purchase Offer. The Purchase Offer will be made in the manner and on the terms set out in this document and the white Form of Election. The obligation of Investec to make the Purchase Offer is conditional on the satisfaction, or waiver by Investec, of a number of conditions, including:
Investec has the right to terminate the Purchase Offer Agreement in accordance with the terms specified therein if the above conditions are not satisfied or waived by 8.00 a.m. on 23 February 2015, upon the occurrence of a failure on the part of the Company to comply with its obligations thereunder or a breach by the Company of the warranties given to Investec under the Purchase Offer Agreement or the occurrence of certain events (including, without limitation, the occurrence of any material adverse change in the financial and trading position of the Company or any material adverse change in the tax legislation or HMRC practice in the UK, such that, in the good faith opinion of Investec, the Purchase Offer would be damaging or detrimental to the interests of Investec in any material respect).
The Company has the right to terminate the Purchase Offer Agreement in accordance with the terms specified therein if, before the Purchase Offer is made by Investec, there is a material adverse change in the financial and trading position or prospects of the Company or any material adverse change in the tax legislation or HMRC practice in the UK, such that in the good faith opinion of the Company, the Purchase Offer would be damaging or detrimental to the interests of the Company in any material respect. The Purchase Offer Agreement will terminate if the Purchase Offer has not been made by 5.00 p.m. on 9 April 2015.
In addition to the above, the Purchase Offer Agreement includes provisions which allow Investec to require the Company to purchase all Deferred Shares legally and beneficially owned by Investec for an aggregate consideration of one penny (the number of Deferred Shares held by Investec will be dependent on the number of B Shares purchased by Investec pursuant to the Purchase Offer and then subsequently automatically converted to Deferred Shares as at the Single B Share Dividend Date).
Under the Escrow Agreement, the Company has agreed, no later than the Business Day prior to the Purchase Offer Date, to pay into an escrow account 71.9 pence per B Share in respect of which Shareholders have elected to accept the Purchase Offer.
Investec has given and has not withdrawn its written consent to the issue of this document with the inclusion herein of references to its name 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 (public holidays excepted) at the offices of Linklaters LLP, One Silk Street, London EC2Y 8HQ and at the registered office of the Company at Hatfield Avenue, Hatfield, Hertfordshire AL10 9TW, United Kingdom from the date of this document up to and including the date of the EGM and will also be available for inspection at the EGM:
(iii) the list of proposed amendments to the Articles in consequence of the Capital Reorganisation;
(iv) the Purchase Offer Agreement referred to in this Part VII;
(registered in England and Wales with company number 03110569)
(the "Company")
NOTICE IS HEREBY GIVEN that an Extraordinary General Meeting of the Company will be held at Computacenter House, 93-101 Blackfriars Road, London SE1 8HL, United Kingdom at 2.00 p.m. on 19 February 2015 to consider and, if thought fit, pass the following resolutions, of which resolutions 1, 3 and 4 will be proposed as special resolutions and resolution 2 will be proposed as an ordinary resolution:
THAT, conditional on the admission to the premium listing segment of the Official List (as defined in the circular to Shareholders issued by the Company and dated 2 February 2015 (the "Circular")) (in accordance with the Listing Rules (as defined in the Circular)) of the UK Listing Authority and to trading on the London Stock Exchange plc's market for listed securities (in accordance with the rules of the London Stock Exchange plc) becoming effective ("Listing") by 8.00 a.m. on 20 February 2015 (or such later time and/or date as the directors of the Company (the "Directors") may determine) of the New Ordinary Shares (as defined below) having the rights and restrictions set out in the articles of association of the Company as proposed to be amended pursuant to paragraph (c) below (the "Articles"):
entitlements unless the proceeds that would otherwise be distributed to any member net of any expenses of sale amount to less than £3.00 in respect of any one holding, in which case they shall not be so distributed but will be retained by the Company and donated in equal proportions to each of Mind UK, Alzheimer's Research UK and Rainbow Trust Children's Charity. For the purpose of implementing the provisions of this paragraph, the Directors may appoint any person to execute transfers on behalf of any person who is entitled to any such fractions and may generally make all arrangements which appear to the Directors to be necessary or appropriate for the settlement and/or the disposal of such fractional entitlements;
THAT, subject to and conditional upon the passing of resolution 1 set out above, and in substitution for any existing authority pursuant to Section 551 of the Act (other than the authority given pursuant to resolution 1 above):
THAT, subject to and conditional upon the passing of resolutions 1 and 2 set out above, and in substitution for any existing authority pursuant to Section 570 of the Act, the Directors be and are hereby authorised and empowered pursuant to Section 570 of the Act to allot equity securities (as defined in Section 560 of the Act) for cash pursuant to the general authority conferred on them by resolution 2 above, and/or to sell equity securities held as treasury shares for cash pursuant to Section 573 of the Act, in each case as if Section 561 of the Act did not apply to such allotment or sale, provided that:
THAT, subject to and conditional upon the passing of resolutions 1, 2 and 3 set out above, the Company be and is hereby unconditionally and generally authorised for the purposes of Section 701 of the Act 2006 to make market purchases (as defined in Section 693(4) of that Act) of New Ordinary Shares in the capital of the Company, provided that:
By order of the Board, Hatfield Avenue Simon Pereira Hatfield
Company Secretary Hertfordshire AL10 9TW
2 February 2015
Spencer Road, Lancing, West Sussex BN99 6DA or telephone the Shareholder Helpline on 0871 384 2849 (from within the UK) or on +44 121 415 0264 (if calling from outside the UK). Calls to the 0871 384 2849 number are charged at 8 pence per minute (excluding VAT) plus network extras. Lines are open from 8.30 a.m. to 5.30 p.m. (London time) Monday to Friday (except UK public holidays). Calls to the Shareholder Helpline from outside the UK will be charged at the applicable international rate. Different charges may apply to calls from mobile telephones and calls may be recorded and randomly monitored for security and training purposes. Please note that the Shareholder Helpline operators cannot provide advice on the merits of the Return of Value or any B Share Alternative nor give financial, tax, investment or legal advice. The appointment of a proxy will not prevent a member from subsequently attending and voting at the EGM in person.
Where the Company is required to place a statement on a website under Section 527 of the Act, it must forward the statement to the Company's auditor before it makes the statement available on the website. The business which may be dealt with at the EGM includes any statement that the Company has been required to publish on a website under Section 527 of the Act.
| Act | the Companies Act 2006, as amended. |
|---|---|
| Alternative 1 | the right to receive the Single B Share Dividend. |
| Alternative 2 | the right to accept the Purchase Offer. |
| Annual General Meeting | has the meaning given to it in the Act. |
| Articles | the articles of association of the Company from time to time. |
| B Share Alternatives | the alternatives of the Purchase Offer or the Single B Share Dividend. |
| B Shares | the unlisted non-redeemable shares of 0.01 of a penny each in the capital of the Company. |
| Business Day | a day (other than a Saturday, Sunday or public holiday) on which pounds sterling deposits may be dealt in on the London inter-bank market and commercial banks are open for general business in London. |
| Capital Reorganisation | the reorganisation of the Company's share capital comprising the issuance of B Shares and the Share Capital Consolidation. |
| certificated or certificated form | a share which is not in uncertificated form (that is, not in CREST). |
| Company or Computacenter | Computacenter plc, registered in England and Wales with company number 03110569. |
| Company Share Schemes | the various share incentive, share option, profit sharing, bonus or other such schemes of the Company, including a number of executive share option schemes and additionally a scheme open to employees of the Company. |
| 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 Holders | Shareholders who hold their Existing Ordinary Shares, New Ordinary Shares and/or B Shares through CREST. |
| 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 Extraordinary General Meeting and containing the information required to be contained therein by the CREST manual. |
| CTA 2010 | the Corporation Tax Act 2010. |
| Deferred Shares | the unlisted deferred shares of the Company. |
| Directors | the board of directors of the Company. |
| Dividend Declaration Date | The date on which the Company declares the Single B Share Dividend which is expected to be 24 February 2015. |
| Equiniti | the Company's registrars, Equiniti Limited, Aspect House, Spencer Road, Lancing, West Sussex BN99 6DA. |
| ESA Message | a message through CREST to Equiniti in its capacity as escrow agent requesting a withdrawal of Existing Ordinary Shares from the escrow balance. |
|---|---|
| Escrow Agreement | the escrow agreement dated 2 February 2015 between the Company, Investec and Linklaters LLP. |
| Euroclear | Euroclear UK & Ireland Limited, the Operator of CREST. |
| Existing Ordinary Shares | issued ordinary shares of 62 ⁄3 pence each in the capital of the Company existing prior to the Capital Reorganisation. |
| Extraordinary General Meeting or EGM |
the Extraordinary General Meeting of the Company to be held at 2.00 p.m. on 19 February 2015 at Computacenter House, 93-101 Blackfriars Road, London SE1 8HL, United Kingdom. |
| FCA | Financial Conduct Authority. |
| Form of Election | the white form enclosed with this document by which Shareholders may choose one of the B Share Alternatives. |
| Form of Proxy | the blue form of proxy enclosed with this document, for use by Shareholders in connection with the EGM. |
| HMRC | Her Majesty's Revenue & Customs. |
| Investec | Investec Bank plc. |
| ISIN | International Security Identification Number. |
| ITA 2007 | the Income Tax Act 2007. |
| Listing | the admission of the New Ordinary Shares to the premium listing segment of the Official List becoming effective in accordance with the Listing Rules and the admission to trading of such shares on the London Stock Exchange's market for listed securities becoming effective in accordance with the rules of the London Stock Exchange. |
| Listing Rules | the listing rules made by the UKLA for the purposes of Part 6 of the Financial Services and Markets Act 2000, as amended. |
| London Stock Exchange | London Stock Exchange plc. |
| New Ordinary Shares | following the Capital Reorganisation, the new ordinary shares of 75 ⁄9 pence each in the capital of the Company. |
| Official List | the official list maintained by the UK Listing Authority for the purposes of Part 6 of the Financial Services and Markets Act 2000, as amended. |
| Ordinary Shares | Existing Ordinary Shares or New Ordinary Shares, as the context may require. |
| Overseas Shareholders | Shareholders resident in, or citizens of, jurisdictions outside the United Kingdom. |
| Purchase Offer Agreement | the agreement dated 2 February 2015 between Investec and the Company, details of which are set out in paragraph 4 of Part II of this document. |
|---|---|
| Purchase Offer Date | The date on which the Purchase Offer is made, which is expected to be 23 February 2015. |
| Record Date | 5.00 p.m. on 19 February 2015 (or such other time or date as the Directors may determine). |
| Return of Value | the transaction comprising the Capital Reorganisation and the B Share Alternatives. |
| Securities Act | the United States Securities Act of 1933 (as amended) and the rules and regulations promulgated thereunder. |
| Share Capital Consolidation | the subdivision and consolidation of the Existing Ordinary Shares in the manner set out in paragraph (b) of the first special resolution in the notice convening the EGM set out in Part VIII of this document. |
| Shareholders | holders of Existing Ordinary Shares, New Ordinary Shares and/or B Shares, as the context may require. |
| Single B Share Dividend | the dividend of 71.9 pence per B Share. |
| Single B Share Dividend Record Date |
7.30 a.m. on 24 February 2015. |
| TTE instruction | transfer to escrow account instruction. |
| UK Listing Authority or UKLA | the Financial Conduct Authority in its capacity as the competent authority for the purposes of Part 6 of the Financial Services and Markets Act 2000. |
| uncertificated or in uncertificated form |
a share the title to which is recorded on the relevant register of the share concerned as being held in uncertificated form in CREST, and title to which, by virtue of the Uncertificated Securities Regulations 2001, may be transferred by means of CREST. |
| United Kingdom or UK | the United Kingdom of Great Britain and Northern Ireland. |
| 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 Holder | (i) an individual who is a citizen or resident of the United States, (ii) a corporation (or other entity taxable as a corporation) created or organised under the laws of the United States or any state thereof or the District of Columbia, (iii) an estate, the income of which is subject to U.S. federal income taxation regardless of its source, or (iv) a trust (a) the administration over which is subject to primary supervision by a court within the United States and as to which one or more U.S. persons have the authority to control all substantial decisions or (b) which has properly elected to be treated as a "United States person" for U.S. federal income tax purposes. |
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