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Share Name | Share Symbol | Market | Type | Share ISIN | Share Description |
---|---|---|---|---|---|
Blue Star Mob | LSE:BTR | London | Ordinary Share | GB00B06HJN03 | ORD 1P |
Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|---|---|
0.00 | 0.00% | 0.55 | 0.00 | 01:00:00 |
Industry Sector | Turnover | Profit | EPS - Basic | PE Ratio | Market Cap |
---|---|---|---|---|---|
0 | 0 | N/A | 0 |
RNS No 8147m BTR PLC 9th April 1998 BTR plc (BTR or the Company) Proposed Return of Capital to Shareholders by way of a Reorganisation of the Companys Share Capital (the Proposals) and Notice of EGM On 2 March 1998, BTR announced its intention to return a total of #2.0 billion to shareholders. The first #1.5 billion is expected to be returned within the first half of this year and the remaining #0.5 billion following the abolition of Advance Corporation Tax (ACT) in April 1999. BTR is today providing the details of its proposal for the initial #1.5 billion return of capital to shareholders. A circular to Shareholders is being posted today, setting out details of the Proposals which will, if shareholder approval (Shareholder Approval) is obtained at an EGM to be held after the Annual General Meeting on 7 May 1998 and the other conditions referred to below are satisfied, complete the first part of this proposed return of capital programme, amounting to approximately #1.5 billion. Summary of the Proposals The Proposals are conditional on Shareholder Approval, completion of the disposal of BTRs packaging businesses to Owens-Illinois Inc., completion of the repurchase of certain existing Ordinary Shares as referred to below and the admission of the Consolidated Ordinary Shares and the B Shares (each as defined below) to listing. The Proposals involve the following principal elements: - There will be a capitalisation issue of B shares (the B Shares) to all existing BTR Ordinary Shareholders, on the basis of one B Share for every existing Ordinary Share held on 8 May 1998. - The B Shares will have a nominal value of 36.5 pence each and will carry restricted preferential capital rights. A fixed non-cumulative preferential net dividend equal to 4.75 per cent. per annum will be payable semi-annually in arrears on 31 May and 30 November each year with the first dividend period expected to commence on 9 June 1998 and the first dividend being due and payable on 30 November 1998. No dividend will be paid in respect of B Shares redeemed during the initial redemption period referred to below. - The B Shares will be redeemable for cash, at their nominal value, at the option of the holders during any redemption period announced by the Company. The B Shares will also be redeemable at the Companys option at any time. The Company presently has no intention of exercising this right, save on any dividend payment date on or after 31 May 1999 if less than 25 per cent. of the B Shares originally issued remain outstanding. If not previously redeemed, the B Shares will be redeemed in any event on 31 May 2002. - In order to enable Shareholders to redeem their B Shares for cash, BTR intends to announce an initial redemption period (the Initial Redemption Period) expected to commence on 11 May 1998. Shareholders will therefore be able to elect to have their B Shares redeemed on: - 11 May 1998, the first day of the Initial Redemption Period, by completing and returning an early redemption form which will be enclosed with the Circular to Shareholders (in which case cheques for the redemption proceeds will be despatched to Shareholders by 15 May 1998); or - 8 June 1998, following the close of the Initial Redemption Period, for Shareholders who hold their existing Ordinary Shares in certificated form (i.e. not in CREST) by completing and returning the redemption form on the reverse of their B Share certificate, once received (in which case cheques for the redemption proceeds will be despatched by 12 June 1998); or - 8 June 1998, following the close of the Initial Redemption Period, for Shareholders who hold their existing Ordinary Shares in uncertificated form (i.e. in CREST), by following the instructions set out in the Circular to Shareholders (in which case the redemption proceeds will be credited to CREST accounts by 12 June 1998). - The existing Ordinary Shares will be consolidated so that Shareholders will receive, for every 16 existing Ordinary Shares on the Record Date, 13 consolidated ordinary shares (the Consolidated Ordinary Shares), and so in proportion for any greater or lesser number of existing Ordinary Shares held. The Consolidated Ordinary Shares will, subject to the rights of the B Shares, have the same rights and attributes as the existing Ordinary Shares, including dividend and voting rights. Where fractional entitlements to Consolidated Ordinary Shares arise, these will be aggregated and sold to the Company, the proceeds will be remitted to Shareholders entitled to them and the fractional entitlement shares will then be cancelled. - Application has been made for the B Shares to be admitted to the Official List with dealings expected to commence on 11 May 1998. The Company has applied for the B Shares to be admitted to CREST with effect from Admission. Accordingly, settlement of general market transactions in, and redemptions after 11 May 1998 of, the B Shares may take place within the CREST system. Whilst the final dividend for the financial year ended 31 December 1997 will be paid on each existing Ordinary Share, all future dividends will be payable on the reduced number of Consolidated Ordinary Shares then in issue. Future dividends per Ordinary Share will be unaffected by the capital reorganisation. The Company intends to utilise amounts standing to the credit of its share premium account and/or capital reserve to pay up the nominal amount of the B Shares. However, as some existing Ordinary Shares were issued as scrip dividends, a redemption of B Shares paid up in this way would involve, in part, a distribution to Shareholders for tax purposes and would also preclude the Company from electing to pay dividends on Consolidated Ordinary Shares as foreign income dividends. The repurchase by the Company of existing Ordinary Shares for an aggregate consideration (excluding the nominal value of such existing Ordinary Shares) amounting to at least #13.8 million should ensure that the redemption proceeds paid to Shareholders will be treated as a return of capital for tax purposes and not as a part distribution. Accordingly, the Company intends to repurchase, from its brokers, Cazenove & Co. and Credit Suisse First Boston, sufficient existing Ordinary Shares in the market prior to the issue of the B Shares pursuant to its existing repurchase authority. The completion of this repurchase is one of the conditions to the implementation of the Proposals. On the basis of a closing mid-market price of 195.5 pence per existing Ordinary Share on 8 April 1998, this repurchase would amount to approximately 8.1 million existing Ordinary Shares (representing approximately 0.2 per cent. of the Companys current issued ordinary share capital). Ian Strachan, Chief Executive of BTR plc said: With over 90 per cent. of the businesses identified for divestment in September 1997 sold, we have announced #3.7 billion in proceeds to date, representing an aggregate multiple of 1.5 times sales. Today we are announcing the details of the return of #1.5 billion of these proceeds; a further #0.5 billion will be returned to shareholders after the abolition of ACT in April 1999. This revised capital structure will more accurately reflect the earnings profile of our focused Engineering Group. We are now concentrating on driving our engineering businesses forward, and the remaining divestment proceeds will be used actively to invest in the global and technology leadership positions of the Engineering Group. Contacts: Investors and analysts: David Robbie, BTR Tel: +44 (0) 171 821 3862 Press: Victoria Sabin, Brunswick Tel: + 44 (0) 171 404 5959 Schroders Karen Cook Tel: +44 (0) 171 658 6000 Sam Small Schroders, which is regulated in the United Kingdom by the Securities and Futures Authority Limited, is acting as financial adviser to BTR plc in relation to the Proposals and no one else and will not be responsible to anyone other than BTR plc for providing the protections afforded to customers of Schroders nor for providing advice in relation to the Proposals. END MSCGXGBSBXGCCIC
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