REG - Next PLC - Circular and Notice of General Meeting

NextAnnouncement

19/12/2025 07:00

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RNS Number : 2034M  Next PLC  19 December 2025

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, IN, INTO OR
FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE
RELEVANT LAWS OF SUCH JURISDICTION.

19 December 2025

NEXT plc (the "Company" or "NEXT")

Return of capital to shareholders by way of B Share Scheme

In line with our long-standing objective of returning surplus cash(1) to
shareholders, we are pleased to announce a proposal to return £421.28 million
net(2) to shareholders by way of a B Share Scheme of 360 pence per B Share.

We have spent time considering a number of potential methods for returning
capital to shareholders and have concluded that a B Share Scheme would be the
most effective method for doing so, rather than a special dividend. In
reaching this conclusion, the Board considered in particular the position of
both retail and institutional shareholders and the benefits of completing a
capital return within a reasonable timescale.

The B Share Scheme is subject to the approval of shareholders and,
accordingly, an explanatory circular regarding the B Share Scheme, containing
a notice of general meeting (the "Circular"), has been published by the
Company today and can be found on NEXT's website at www.nextplc.co.uk.

The Company's general meeting to approve the B Share Scheme and associated
resolutions regarding the share capital of the Company and certain amendments
to its articles of association will be held at 9:00am on Thursday 15 January
2026 at Leicester Marriott Hotel.

It is expected that the timetable will be as follows:

 Publication and posting of the Circular and notice of general meeting        Friday 19 December 2025

 Latest time and date for receipt of forms of proxy and CREST proxy           9:00am on Tuesday 13 January 2026
 instructions for the general meeting

 General meeting                                                              9:00am on Thursday 15 January 2026

 Record time                                                                  6:00pm on Thursday 15 January 2026

 B Shares issued equal to the number of ordinary shares at the record time    Thursday 15 January 2026, following the Record time

 Ordinary shares marked ex-entitlement to B Shares                            8:00am on Friday 16 January 2026

 Redemption and cancellation of B Shares                                      Friday 16 January 2026

 Despatch of payments and CREST accounts credited in respect of proceeds      On or before Wednesday 28 January 2026

 

 (1)  Surplus cash is defined as cash generation, after deducting interest, tax,
      capital expenditure, investments or acquisitions and ordinary dividends.
 (2)  Ordinary shares held by the NEXT Employee Share Ownership Plan Trust (the
      "ESOT") will have the same rights under the B Share Scheme as ordinary shares
      held by other shareholders. Therefore, the gross amount of cash to be returned
      to shareholders (including the amount due to the ESOT) by way of the B Share
      Scheme is £440.78 million. However, the amount due to the ESOT under the B
      Share Scheme will be applied by the ESOT towards part-repayment of an existing
      loan between the Company and the ESOT, meaning £421.28 million is the net
      amount returned to shareholders. Note the net amount may change if, between
      Thursday 18 December 2025 (being the latest practicable date) and the record
      time, any options under the Company's share plans are exercised and are
      satisfied out of the ordinary shares held by the ESOT. But the gross amount
      and the proposed redemption amount of 360 pence per B Share will both remain
      the same. Please see the Circular for further detail.

 

 Date:      Embargoed until 07:00 hrs, Friday 19 December 2025

 Contacts:  Jonathan Blanchard, Chief Financial Officer (analyst calls)
            NEXT PLC                        Tel: 0333 777 888

            Alistair Mackinnon-Musson       Email: next@rowbellpr.com
            Rowbell PR                      Tel: 020 7717 5239

 

IMPORTANT NOTICES

This announcement has been issued by and is the sole responsibility of NEXT.
The information contained in this announcement is for background purposes only
and does not purport to be full or complete. The information in this
announcement is subject to change.

This announcement is not intended to, and does not, constitute or form part of
any offer, invitation or the solicitation of an offer to purchase, otherwise
acquire, subscribe for, sell or otherwise dispose of, any securities pursuant
to this announcement or otherwise.

This announcement has been prepared in accordance with and for the purpose of
complying with English law and the Listing Rules and Disclosure Guidance and
Transparency Rules of the Financial Conduct Authority.  The information
disclosed may not be the same as that which would have been disclosed if this
announcement had been prepared in accordance with the laws of jurisdictions
outside of England and Wales.

This announcement introduces the proposals contained in the Circular, which
should be read
by shareholders before taking a decision. The announcement is not a summary of the proposals and should
not be regarded as a substitute for reading the Circular.

The release, publication or distribution of this announcement in, into or from
jurisdictions other than the United Kingdom may be restricted by law and
therefore any persons who are subject to the law of any jurisdiction other
than the United Kingdom should inform themselves about, and observe, any
such restrictions. Any failure to comply with the restrictions may constitute
a violation of the securities law of any such jurisdiction.

If you are in any doubt as to the action you should take, you should
immediately consult your stockbroker, bank manager, fund manager, solicitor,
accountant or other appropriate independent financial adviser duly authorised
under the Financial Services and Markets Act 2000 (FSMA) if you are resident
in the United Kingdom or, if not, another appropriately authorised independent
financial adviser.

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