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LXB Retail Properties Plc  -  LXB   

Return of Cash Announcement

Released 07:00 17-Aug-2018

RNS Number : 0778Y
LXB Retail Properties Plc
17 August 2018
 

                                                                                     

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN, INTO OR FROM THE UNITED STATES, CANADA, JAPAN OR AUSTRALIA.

THIS DOCUMENT IS IMPORTANT AND REQUIRES SHAREHOLDERS' IMMEDIATE ATTENTION.  If Shareholders are an Uncertificated Shareholder, when considering what action they should take, they are recommended immediately to seek their own personal financial advice from an appropriately qualified independent adviser authorised under the Financial Services and Markets Act 2000.

This announcement comprises a Return of Cash Announcement (as referred to, and defined in, the circular to Shareholders dated 3 February 2018 (the "Circular")) for Uncertificated Shareholders, and sets out the proposals for the Return of Cash, explains the procedure for making elections in respect of the Options and the timetable for doing so. The Circular, together with this announcement, is available on the Company's website (www.lxbretailproperties.com) free of charge in accordance with the requirements of Rule 26 of the AIM Rules.  Certificated Shareholders should refer to the letter from the Company dated 17 August 2018, which sets out the proposals for the Return of Cash and explains the procedure for making elections in respect of the Options for Certificated Shareholders together with the timetable for doing so, and is accompanied by an Election Form. Once posted, this letter will be available on the Company's website (www.lxbretailproperties.com).

No application will be made for any of the B Shares to be admitted to trading on AIM or TISE nor will the B Shares be admitted to trading on any other recognised investment exchange.

The attention of non-UK and non-Jersey Shareholders is drawn to paragraph 7 of Part 2 of the Circular. Unless otherwise determined by the Company, Shareholders in the United States, Canada, Australia or Japan will be deemed to have elected for the Cash Dividend by default and (unless determined as aforesaid) the B Share Redemption will not be offered in these jurisdictions or to any other Restricted Shareholder. The availability of the B Share Redemption to Shareholders who are not resident in the United Kingdom may be affected by the laws of the relevant jurisdictions. Shareholders who are not so resident in the United Kingdom should inform themselves about and observe such applicable requirements. The attention of Shareholders who are (and trustees, nominees or custodians holding Ordinary Shares for persons who are) resident in, or citizens, residents or nationals of, territories outside the United Kingdom and Jersey, is drawn to paragraph 7 of Part 2 of the Circular.

This announcement is directed only at persons who fall within article 43(2) (members and creditors of certain bodies corporate) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (such persons together being referred to as "Relevant Persons").  This announcement must not be acted on or relied on by persons who are not Relevant Persons.  Persons distributing this announcement must satisfy themselves that it is lawful to do so. Any investment or investment activity to which this announcement relates is available only to Relevant Persons and will be engaged in only with Relevant Persons.

Shareholders should not treat the contents of this announcement as advice relating to legal, taxation, investment or any other matters. Shareholders should inform themselves as to: (a) the legal requirements within their own countries for the holding, transfer or other disposal of B Shares; (b) any foreign exchange restrictions applicable to the holding, transfer or other disposal of B Shares which they might encounter; and (c) the income and other tax consequences which may apply in their own countries as a result of the holding, transfer or other disposal of B Shares. Shareholders must rely upon their own representatives, including their own legal advisers and accountants, as to legal, tax, investment or any other related matters concerning the Company and an investment therein.

Statements made in this announcement are based on the law and practice currently in force in Jersey and England and Wales and are subject to changes therein.

Without limitation, the contents of the website of the Company do not form part of this announcement.

LXB RETAIL PROPERTIES PLC
(the "Company")

Return of Cash Announcement

Return of Cash to Shareholders of 4 pence per Ordinary Share

17 August 2018

1             Introduction

As Shareholders will be aware, the Returns of Cash, which were explained in full in the circular to Shareholders dated 3 February 2018 (the "Circular"), were approved at the Annual General Meeting held on 27 February 2018. A copy of the Circular is available on the Company's website (www.lxbretailproperties.com) free of charge in accordance with the requirements of Rule 26 of the AIM Rules. 

At the Annual General Meeting the Directors sought authority from Shareholders to be able to return cash to Shareholders as it is realised from time to time without the need for multiple ongoing general meetings in respect of such returns. As was the case in 2016, the Returns of Cash have been structured to give Shareholders a choice between receiving their cash proceeds as capital, income or a combination of the two.

Further to the announcement made by the Company on 14 August 2018, which is available on the Company's website (www.lxbretailproperties.com), the Directors now propose to return 4 pence per Ordinary Share (approximately £6.7 million) by means of a Return of Cash.

This announcement sets out the proposals for the Return of Cash and explains the procedure for making elections in respect of the Options and the timetable for doing so.  It also comprises a Return of Cash Announcement (as referred to in the Circular) for Uncertificated Shareholders.

Certificated Shareholders should refer to the letter from the Company dated 17 August 2018, which sets out the proposals for the Return of Cash and explains the procedure for making elections in respect of the Options for Certificated Shareholders together with the timetable for doing so, and is accompanied by an Election Form. Uncertificated Shareholders should not complete an Election Form. 

This announcement should be read in conjunction with the Circular, to which it makes reference.  Unless the context otherwise requires, terms defined in the Circular shall have the same meaning when used in this letter.

2             The Return of Cash

(a)           Introduction

Following the Company's receipt of the proceeds of the transactions which were announced on 7 August 2018, namely the sale of its remaining land interests at Rushden Lakes and variation of the arrangements in connection with Phase 4, the Garden Square scheme, the Directors have determined to make a Return of Cash of 4 pence per Ordinary Share (approximately £6.7 million). In considering whether to make a Return of Cash, the Directors have had regard to the solvency of the Group and, subject only to legislative changes, intend to offer Shareholders the choice of either a dividend or a return of capital.

The total amount of the Return of Cash is equivalent to approximately 24.8 per cent. of the market capitalisation of the Company at the close of business on 14 August 2018, being the last practical date before the publication of this announcement.

The Return of Cash is proposed to be effected by way of a Dividend declared on the Ordinary Shares. Subject to the approval of the payment of this Dividend by the Directors at a meeting of a committee of the Board (which is proposed to be held on or around 17 September 2018), participating Shareholders will be entitled to receive their cash through one of the Options set out in paragraph 2(c) below. 

Accordingly, Shareholders will be invited to elect, prior to the declaration of the Dividend, from the following Options as to how cash will then be returned to each Shareholder: (i) the payment of a Cash Dividend in respect of the Ordinary Shares or (ii) the allotment, issue, and subsequent redemption of redeemable B Shares (being the B Share Redemption), or a combination of the two. 

The Return of Cash ensures Shareholders are treated equally and has been structured to give Shareholders a choice between receiving their cash proceeds as capital, income or a combination of the two.  If an Uncertificated Shareholder does not send a valid TTE Instruction, such Shareholder will be deemed to have elected for Option 1: Cash Dividend in respect of ALL of its Ordinary Shares.  The attention of non-UK Shareholders is drawn to paragraph 7 of Part 2 of the Circular. 

Whichever Option is chosen, each Shareholder will (if the Return of Cash proceeds) receive 4 pence per Ordinary Share (based upon the number of Ordinary Shares in issue at the Record Date) and the Return of Cash will total approximately £6.7 million. By electing for Option 2: B Share Redemption in relation to some or all of their Ordinary Shares, Shareholders will be waiving their right to receive the Cash Dividend, once declared, on such Ordinary Shares. The entitlement of a participating Shareholder will be calculated on the number of Ordinary Shares held by that Shareholder on the Record Date.  To be eligible to participate in this Return of Cash, a Shareholder must be on the register of members by the Record Date.

This Return of Cash is being made on the terms set out in Part 2 of the Circular, which are deemed to be incorporated into this document.  In particular, your attention is drawn to (a) the Conditions to the implementation of the Return of Cash set out in paragraphs 1 b), c) and d) of Part 2 of the Circular (which, if not satisfied, will mean that no B Shares will be allotted and issued and the Return of Cash will not proceed) and (b) the Company's right to terminate the Return of Cash set out in paragraph 5 of Part 2 of the Circular.

Unless otherwise determined by the Company, Restricted Shareholders will only be entitled to receive Option 1: Cash Dividend. In this regard, the attention of non-UK and non-Jersey Shareholders is drawn to paragraph 7 of Part 2 of the Circular.

Shareholders are reminded to read Part 4 of the Circular ("UK taxation in relation to the Return of Cash") since the Options will have different UK tax consequences.  Shareholders who are in any doubt as to their tax position, or who are subject to tax in a jurisdiction other than the UK, should consult an appropriate professional adviser.

The B Shares will be redeemable and have no voting rights. The rights attached to the B Shares are contained in the Articles of Association and are summarised in Part 3 of the Circular. You are reminded that no application will be made for any of the B Shares to be admitted to trading on AIM or TISE, and the B Shares will not be admitted to trading on any other recognised investment exchange.

Further information on each of the Options is set out in Part 2 of the Circular, together with frequently asked questions with answers in relation to the Options in Part 5, which you are strongly encouraged to read.

(b)           Expected timetable of events for the Return of Cash

 


2018

Existing Shares marked "ex" by the London Stock Exchange

7.00 a.m. on 13 September

Latest time for receipt of TTE Instructions from Uncertificated Shareholders (and Election Forms from Certificated Shareholders) in relation to the Options

1.00 p.m. on 14 September

Record Date for participation in the Return of Cash

5.30 p.m. on 14 September

Declaration of Dividend

17 September

Allotment and issue of B Shares

17 September

Option 1: Cash Dividend


CREST accounts credited (and dispatch of cheques and BACS payments issued to mandated sterling accounts (as appropriate) for Certificated Shareholders) in respect of the Cash Dividend

No later than 27 September

Option 2: B Share Redemption


B Share Redemption Date

No later than 20 September

CREST accounts credited (or dispatch of cheques and BACS payments issued to mandated sterling accounts (as appropriate) for Certificated Shareholders) in respect of B Shares redeemed on the B Share Redemption Date

No later than 27 September

Notes:

1.         References to times in this announcement are to London time.  The timetable above lists the last possible dates for each event in connection with the Return of Cash, but all dates and times are subject to change. If any of the above dates and times should change, the revised dates and/or times will be notified to Shareholders by an announcement on a Regulatory Information Service.

2.         Share certificates will not be issued in respect of (and CREST accounts will not be credited with) B Shares.

3.         The Return of Cash is subject to the conditions set out in paragraph 1 of Part 2, and to the Company's right to terminate the Return of Cash set out in paragraph 5 of Part 2, of the Circular.

 

The Record Date for the Return of Cash is 5.30 p.m. on 14 September 2018 (the "Record Date") and the "ex-date" for the Ordinary Shares is 7.00 a.m. on 13 September 2018. Shareholders should be aware that if they have acquired Ordinary Shares after the "ex-date" for the Ordinary Shares and before the Record Date (including if settlement of the relevant trade has not taken place), they will not be entitled to the Dividend (if it is declared).   Equally, if a person sells Ordinary Shares after the "ex-date" for the Ordinary Shares and before the Record Date, the Dividend (if declared) will be paid to the seller of the relevant Ordinary Shares.

(c)        The Options

Shareholders are being given the following Options in relation to their Ordinary Shares: 

Option 1: Cash Dividend

If this Option is chosen in respect of Ordinary Shares, Shareholders will (if the Return of Cash proceeds) receive a single cash payment of 4 pence per Ordinary Share in respect of those Ordinary Shares.

It is expected that Uncertificated Shareholders receiving the Cash Dividend will have their CREST accounts credited in respect of such Cash Dividend in each case by not later than 27 September 2018.

It is expected that the Cash Dividend will be treated as income for UK tax purposes.

If Option 1: Cash Dividend is chosen in respect of ALL of Ordinary Shares held, an Uncertificated Shareholder does not need to send a TTE Instruction to CREST.

Option 2: B Share Redemption

Shareholders (who are not resident in any of the Prohibited Territories) may elect to receive B Shares on the basis of one B Share for each Ordinary Share held at the Record Date, and such B Shares will (if the Return of Cash proceeds) be redeemed by the Company under the B Share Redemption at a price of 4 pence per Ordinary Share. All B Shares redeemed by the Company will be automatically cancelled.  The B Shares shall be redeemed (subject to election by participating Shareholders) on the B Share Redemption Date (not being later than 20 September 2018).

It is proposed that the B Shares will be paid up in full by capitalising and applying a sum standing to the credit of the Company's stated capital account. The B Shares will have no par value but will have an amount of capital standing to the credit of their own stated capital account.  No share certificates will be issued for any B Shares.

It is expected that the proceeds from the B Share Redemption will be treated as capital for UK tax purposes.

Option 2: B Share Redemption is not being offered to Restricted Shareholders and therefore such Restricted Shareholders are (unless otherwise determined by the Company) only entitled to receive Option 1: Cash Dividend.  The attention of non-UK and non-Jersey Shareholders is drawn to paragraph 7 of Part 2 of the Circular. 

If Option 2: B Share Redemption is chosen in respect of some or all Ordinary Shares held, an Uncertificated Shareholder needs to submit a valid TTE Instruction in CREST.  Details on how to send a valid TTE Instruction through CREST are set out in Part 1 of the Appendix to this announcement.

If an Uncertificated Shareholder does not send a valid TTE Instruction, such Shareholder will be deemed to have elected for Option 1: Cash Dividend in respect of ALL of its Ordinary Shares.

(d)           Receipt of payment

It is expected that CREST accounts will be credited with the proceeds of the Cash Dividend and the B Share Redemption by no later than 27 September 2018.

(e)           Shareholders' withdrawal rights

Shareholders should note that any election relating to the Options may be withdrawn by a Shareholder at any time prior to the end of the period beginning on the date of this announcement and the latest time and date for receipt of TTE Instructions from Uncertificated Shareholders in relation to the Options, being 1.00 p.m. on 14 September 2018 (the "Election Period").  If an election is validly withdrawn, the Shareholder may make a new election within the Election Period, but if a new valid election is not made by the end of the Election Period, the Shareholder will be deemed to have elected for Option 1: Cash Dividend in respect of all of their Ordinary Shares. After the end of the Election Period, any election made is irrevocable. If the Election Period is extended, withdrawal rights will also be extended.

Details on how to withdraw elections relating to the Options are set out in Part 2 of the Appendix to this announcement.

(f)            Default provisions in respect of CREST elections

In the event that a holding of Ordinary Shares in CREST changes between the end of the Election Period and the Record Date, Uncertificated Shareholders will (if the Return of Cash proceeds) automatically receive the Cash Dividend for all Ordinary Shares held for which no election is made or is treated as being made under the provisions set out above in respect of Option 2: B Share Redemption.

(g)           Dealings

The Return of Cash will be made by reference to holdings of Ordinary Shares on the register of members as at the Record Date.

3             Action to be taken

If a Shareholder holds Ordinary Shares in CREST, such Shareholder should send (or, if such Shareholder is a CREST sponsored member, procure that its CREST sponsored member sends) a TTE Instruction so that it settles no later than 1.00 p.m. on 14 September 2018.

If an Uncertificated Shareholder does not submit a valid TTE Instruction in CREST so as to be received by Link Asset Services as set out above, such Shareholders will be deemed to have chosen Option 1: Cash Dividend in respect of all of Ordinary Shares so held.

LXB3 Partners LLP Tel: 020 7432 7900
Tim Walton, CEO
Brendan O'Grady, FD

J.P. Morgan Cazenove (NOMAD) Tel: 020 7742 4000
Bronson Albery/Paul Hewlett

Buchanan Tel: 020 7466 5000
Charles Ryland/Henry Wilson

 

 

appendix

Part 1

Submitting a TTE Instruction

Unless otherwise determined by the Company, Restricted Shareholders are only entitled to receive Option 1: Cash Dividend.

Certificated Shareholders should refer to the letter from the Company dated 17 August 2018, which sets out the proposals for the Return of Cash and explains the procedure for making elections in respect of the Options for Certificated Shareholders together with the timetable for doing so, and is accompanied by an Election Form.

Uncertificated Shareholders do not have to complete or return an Election Form.  Such Shareholders should however take (or procure to be taken) the action set out below to transfer (by means of a TTE Instruction) the number of Ordinary Shares for which they wish to elect for the B Share Redemption to an escrow balance, specifying Link Asset Services 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 1.00 p.m. on 14 September 2018. Ordinary Shares in respect of which a transfer to escrow takes place to Link Asset Services in its capacity as escrow agent will subsequently be released from escrow by way of a TFE Instruction. It is intended that this release from escrow will take place on the B Share Redemption Date.

If a Shareholder is a CREST personal member, they should refer to their CREST sponsor before taking any action.  The CREST sponsor will be able to confirm details of the Shareholder's participant ID and the member account ID under which its Ordinary Shares are held.  In addition, only the CREST sponsor of a Shareholder will be able to send the TTE Instruction to Euroclear in relation to the Shareholder's Ordinary Shares.

Uncertificated Shareholders should send (or, if they are a CREST personal member, procure that their 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:

(i)         the number of Ordinary Shares being elected for the B Share Redemption under the Return of Cash;

(ii)         the participant ID of the Shareholder;

(iii)        the member account ID of the Shareholder;

(iv)        the participant ID of the Escrow Agent, which is RA10;

(v)         the member account of the Escrow Agent, which is 29834LXB;

(vi)        the ISIN, which is JE00B4MFKH73;

(vii)       the corporate action number of the Return of Cash. This is allocated by Euroclear and can be found by viewing the relevant corporate action details in CREST;

(viii)       the intended settlement date for the TTE Instruction, which should be as soon as possible and in any event not later than 1.00 p.m. on 14 September 2018;

(ix)        the standard delivery instruction priority of 80; and

(x)        the name and contact number inserted in the share note field.

Electing for Option 1: Cash Dividend

Uncertificated Shareholders who wish in respect of all of their holdings of Ordinary Shares to elect for Option 1: Cash Dividend need take no action. CREST holders who do not return a TTE Instruction, including any person who becomes a Shareholder following the end of the Election Period, will automatically be deemed to have accepted the Cash Dividend.

Electing for Option 2: B Share Redemption

Uncertificated Shareholders who wish in respect of some or all of their holdings of Ordinary Shares to elect for Option 2: B Share Redemption should send their TTE Instruction with the information listed above.

 

Part 2

How to withdraw elections relating to the Options

Shareholders who hold Ordinary Shares in CREST who wish to withdraw their elections in the manner set out in paragraph 2(e) of this announcement should follow the following procedures:

For a withdrawal of an election relating to Options to be effective, a letter requesting such withdrawal signed by the person(s) who sent a valid TTE Instruction through CREST must:

(a)        be received by post or (during normal business hours only) by hand to Link Asset Services, Corporate Actions, The Registry, 34 Beckenham Road, Beckenham, Kent BR3 4TU  by LinkAsset Services, or by e-mailing Link Asset Services at: withdraw@linkgroup.co.uk, in either case by 1.00 p.m. on 14 September 2018; and

(b)        specify the name(s) of the person(s) who elected in respect of the Ordinary Shares to be withdrawn and the number of Ordinary Shares to be withdrawn.

In the case of elections made through a financial intermediary, upon receipt of a valid notice of withdrawal, the Company will cause Link Asset Services to take any actions required to be taken by it to permit the removal of the block on the withdrawn shares. Shareholders should contact the financial institution through which they tendered their Ordinary Shares to determine what actions, if any, the financial institution may need to take to assure the removal of the block on the withdrawn Ordinary Shares.

If an election has been made electronically through CREST, the withdrawal must also take place through CREST.  Accordingly, Uncertificated Shareholders should, in addition to the letter referred to above, also send (or, if a CREST personal member, procure that their CREST sponsor sends) an ESA Instruction to settle in CREST in relation to each electronic acceptance in respect of which an election is varied. Each ESA Instruction must, in order for it to be valid and settle, include the following details:

(i)         the number of Ordinary Shares to be withdrawn;

(ii)         the ISIN, which is JE00B4MFKH73;

(iii)        the participant ID of the accepting Shareholder;

(iv)        the member account ID of the accepting Shareholder;

(v)         the participant ID of the Escrow Agent, which is RA10;

(vi)        the member account ID of the Escrow Agent, which is 29834LXB;

(vii)       the CREST transaction ID of the electronic acceptance to be withdrawn to be inserted at the beginning of the shared note field;

(viii)       the corporate action number of the Return of Cash. This is allocated by Euroclear and can be found by viewing the relevant corporate action details in CREST;

(ix)        the intended settlement date for the withdrawal; and

(x)        input with a standard delivery instruction priority of 80.   

Any such change of election in respect of Ordinary Shares in uncertificated form will be conditional upon the Company verifying that the request is validly made.  Accordingly, Link Asset Services will, on behalf of the Company, reject or accept the requested change of election by transmitting in CREST a receiving agent reject (AEAD) or receiving agent accept (AEAN) message.

Withdrawals may not be rescinded, but re-elections may be made at any time prior to the end of the Election Period.  Withdrawals and any re-elections that are received by Link Asset Services after the end of the Election Period will be deemed invalid for the purposes of the Options.  Shareholders who withdraw their election before the end of the Election Period and do not submit a re-election in respect of their Ordinary Shares are reminded that they will be deemed to have elected for the Cash Dividend in respect of all of their Ordinary Shares.

The Company shall determine all questions as to the form and validity (including time and place of receipt) of all notices 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 relation to the receipt of any withdrawal by any Shareholder, and such determination will be binding on such Shareholder.  None of the Company, Link Asset Services or any other person will be under any duty to give notification of any defect or irregularity in any notice of withdrawal or incur any liability for failure to give any such notification or for any reason with regard to withdrawal and re-election.

 


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Return of Cash Announcement - RNS