REG - Whitbread PLC - Conversion of B and C Shares

WhitbreadAnnouncement

22/11/2024 12:45

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RNS Number : 3724N  Whitbread PLC  22 November 2024

22 November 2024

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

FOR IMMEDIATE RELEASE

Whitbread PLC

Conversion of B Shares and C Shares

Whitbread PLC (the 'Company') announces that it has today notified holders of
its B non-cumulative preference shares of 1 pence each ('B Shares') and C
non-cumulative preference shares of 1 pence each ('C Shares') that it intends
to exercise its powers pursuant to its articles of association (the
'Articles') to carry out a conversion (the 'Conversion') of all the
outstanding B Shares and C Shares into ordinary shares of 76 (122)/(153) pence
each ('Ordinary Shares').

Background

The B Shares were created pursuant to the return of approximately £400
million of cash by way of a bonus issue approved by shareholders at an
extraordinary general meeting of the Company held on 20 June 2006, further
details of which were contained in the corresponding circular to shareholders
dated 26 May 2006.  There are currently 1,972,788 B Shares outstanding.

The C Shares were created pursuant to the return of approximately £350
million of cash by way of a bonus issue approved by shareholders at an
extraordinary general meeting of the Company held on 18 December 2006, details
of which were contained in the corresponding circular to shareholders dated 24
November 2006.  There are currently 1,875,821 C Shares outstanding.

The Board is now seeking to simplify the Group's capital structure as well as
provide greater liquidity for holders of B and C Shares by converting these
shares into Ordinary shares in accordance with the Articles.

Details of the Conversion

The date of the Conversion, as notified to holders of B Shares and C Shares
('B Shareholders' and 'C Shareholders', respectively), will be 16 December
2024 (the 'Conversion Date').

The Conversion shall be undertaken on the basis of one Ordinary Share for
every M/155 B Shares and one Ordinary Share for every M/159 C Shares (rounded
down to the nearest whole number of Ordinary Shares), where M represents the
average of the closing mid-market quotations in pence of the Ordinary Shares
on the London Stock Exchange, as derived from the Daily Official List, for the
five Business Days immediately preceding the Conversion Date.

Fractional entitlements shall be disregarded and the balance of the nominal
share capital remaining after the Conversion of:

·      the B Shares shall be redesignated as deferred shares of
(1)/(153) pence each (having the same rights and being subject to the same
restrictions as the Deferred Shares of 1 pence each set out article 3A(I) of
the Articles); and

·      the C Shares shall be redesignated as deferred shares of
(1)/(153) pence each (having the same rights and being subject to the same
restrictions as the Deferred C Shares of 1 pence each set out article 3B(I) of
the Articles).

A further announcement will be made in due course to confirm the number of
Ordinary Shares resulting from the Conversion. Applications will be made for
the Ordinary Shares resulting from the Conversion to be admitted to listing on
the Official List of the Financial Conduct Authority and to trading on the
Main Market of the London Stock Exchange ('Admission'). It is expected that
Admission will become effective no later than 8.00 a.m. on 19 December 2024.

Final B Share Continuing Dividend and Final C Share Continuing Dividend

In accordance with the Articles:

·      the final B Share Continuing Dividend accrued in respect of the
period between the most recent B Share Payment Date and the Conversion Date of
3.7 pence per B Share is expected to be paid on 13 December 2024 to B
Shareholders on the Company's register of B Shareholders as at 5.30 p.m. on 28
November 2024; and

·      the final C Share Continuing Dividend accrued in respect of the
period between the most recent C Share Payment Date and the Conversion Date of
7.6 pence per C Share is expected to be paid on 13 December 2024 to C
Shareholders on the Company's register of C Shareholders as at 5.30 p.m. on 28
November 2024.

Terms defined in the Articles have the same meaning when used in this
announcement.

For further information, please contact:

investorrelations@whitbread.com

 

This announcement and the information contained in it is not for publication,
release, transmission distribution or forwarding, in whole or in part,
directly or indirectly, in or into any jurisdiction in which its publication,
release or distribution would be unlawful.

This announcement is for information purposes only and does not constitute, or
form part of, an offer to sell or issue, or the solicitation of an offer to
buy, acquire or subscribe for any securities, nor the solicitation of any vote
or approval, in any jurisdiction, nor shall there be any sale, issue or
transfer of the securities referred to in this announcement in any
jurisdiction in contravention of applicable law.

Neither the Ordinary Shares, nor the B Shares, nor the C Shares have been or
will be registered under the U.S. Securities Act of 1933, as amended (the
'Securities Act') or with any securities regulatory authority of any state or
other jurisdiction of the United States and may not be offered, sold, pledged,
taken up, exercised, resold, renounced, transferred or delivered, directly or
indirectly, in or into the United States absent registration under the
Securities Act, except pursuant to an exemption from, or in a transaction not
subject to, the registration requirements of the Securities Act and in
compliance with any applicable securities laws of any state or other
jurisdiction of the United States.

 

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