Compass Group PLC Share Capital Consolidation and Admission (2163J)

TIDMCPG

RNS Number : 2163J

Compass Group PLC

27 June 2017

LEI: 2138008M6MH9OZ6U2T68

COMPASS GROUP PLC

SHARE CAPITAL CONSOLIDATION

Compass Group PLC ("Compass" or the "Company") announces that the Share Capital Consolidation will occur today.

Share Capital Consolidation and Admission of New Ordinary Shares

The Share Capital Consolidation, by which every 26 Existing Ordinary Shares of 10 5/8 pence each will be consolidated into 25 New Ordinary Shares of 11 1/20 pence each, will take effect from 8.00 a.m. (or as soon as practicable thereafter) today ("Admission"). As at that time, 1,589,736,625 New Ordinary Shares of 11 1/20 pence each (under ISIN: GB00BD6K4575) will 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 effect from Admission, share certificates in respect of Existing Ordinary Shares will cease to be valid. It is expected that share certificates in respect of New Ordinary Shares will be despatched on 17 July 2017 to those Shareholders who held their Existing Ordinary Shares in certificated form and, until such time, Shareholders should retain any share certificate(s) they currently hold in respect of Existing Ordinary Shares. Shareholders who held their Existing Ordinary Shares in CREST will have the New Ordinary Shares to which they are entitled automatically credited to their CREST accounts at approximately 8.00 a.m. today (or as soon as practicable thereafter).

Voting rights and capital

As at the close of business on 26 June 2017, the Company's issued share capital consisted of 1,644,625,086 Existing Ordinary Shares (excluding treasury shares). The total number of voting rights in respect of those Existing Ordinary Shares was 1,644,625,086, each Existing Ordinary Share having one vote. As at close of business on 26 June 2017, the Company held 8,701,004 Existing Ordinary Shares in treasury. For the purposes of the Financial Conduct Authority's Disclosure Guidance and Transparency Rule 5.6.1A(1), following the Share Capital Consolidation, the Company's issued share capital that will be admitted to trading on the London Stock Exchange's main market as at approximately 8.00 a.m. today will consist of 1,589,736,625 New Ordinary Shares of 11 1/20 pence each (including 8,366,350 treasury shares). The total number of voting rights attaching to the New Ordinary Shares in the Company admitted to trading on the London Stock Exchange's main market will be 1,581,370,275 (which is equivalent to 1,644,625,086 in respect of the Existing Ordinary Shares on 26 June 2017).

Following the Share Capital Consolidation becoming effective, the above figure of 1,581,370,275 may be used by Shareholders as the denominator for the calculations by which it will be determined if they are required to notify their interest in, or a change to their interest in, New Ordinary Shares in Compass under the Financial Conduct Authority's Disclosure Guidance and Transparency Rules.

Compass confirms that the shares currently held by its directors, persons discharging managerial responsibility and their connected persons will also be consolidated with effect from Admission, but that their relevant percentage interests following consolidation will remain the same as those prior to consolidation (subject to any fractional entitlements resulting from the Share Capital Consolidation). Their expected interests in the New Ordinary Shares in the Company following consolidation will be as follows:

 
 Name                 Director/PDMR             Number of New Ordinary 
                                                 Shares following Consolidation 
-------------------  ------------------------  -------------------------------- 
 Richard Cousins      Director                                          976,745 
-------------------  ------------------------  -------------------------------- 
 Dominic Blakemore    Director                                           96,678 
-------------------  ------------------------  -------------------------------- 
 Gary Green           Director                                          255,595 
-------------------  ------------------------  -------------------------------- 
 Jonathan Thomson     Director                                          134,259 
-------------------  ------------------------  -------------------------------- 
 Paul Walsh           Chairman                                           25,395 
-------------------  ------------------------  -------------------------------- 
 Carol Arrowsmith     Non-Executive Director                              9,532 
-------------------  ------------------------  -------------------------------- 
 Don Robert           Non-Executive Director                             27,149 
-------------------  ------------------------  -------------------------------- 
 John Bason*          Non-Executive Director                             10,601 
-------------------  ------------------------  -------------------------------- 
 Nelson Silva         Non-Executive Director                              7,884 
-------------------  ------------------------  -------------------------------- 
 Ireena Vittal        Non-Executive Director                              1,791 
-------------------  ------------------------  -------------------------------- 
 Stefan Bomhard       Non-Executive Director                              5,865 
-------------------  ------------------------  -------------------------------- 
 Mark van Dyck**      PDMR                                               36,511 
-------------------  ------------------------  -------------------------------- 
 Alfredo Ruiz 
  Plaza               PDMR                                               72,854 
-------------------  ------------------------  -------------------------------- 
 Mark White***        PDMR                                              312,616 
-------------------  ------------------------  -------------------------------- 
 Robin Mills          PDMR                                                2,798 
-------------------  ------------------------  -------------------------------- 
 Sandra Moura         PDMR                                                4,796 
-------------------  ------------------------  -------------------------------- 
 
   *        887     shares held by Mrs C Bason 

** 27,345 shares held in name of Smartequity EIS Pty Ltd, beneficial ownership remains with Mr van Dyck

   ***    312,616    shares held by Mrs M White 

Notes:

Terms used in this announcement but which are not otherwise defined shall have the same meanings as set out in the Circular published by the Company on 15 May 2017 in relation to the Shareholder Return and Share Capital Consolidation. All references in this announcement to times are to London, UK times.

Enquiries:

Mark J White, General Counsel and Company Secretary

Sandra Moura, Group Investor Relations and Corporate Affairs Director

Compass Group PLC

Tel. [phone]

Capita Asset Services Shareholder Helpline

Shareholder Helpline

If you have any questions about the Shareholder Return or Share Capital Consolidation, please call the Shareholder Helpline on 0800 280 2545 (from inside the United Kingdom) or [phone] (if calling from outside of the United Kingdom) between 9.00 a.m. and 5.30 p.m. Monday to Friday (except UK public holidays). Calls to the Shareholder Helpline are free of charge from a BT landline. Costs for calls from mobile telephones and other network providers may vary. Calls to the Shareholder Helpline from outside the United Kingdom will be charged at the applicable international rates. Please note that calls may be recorded and monitored for security and training purposes. For legal reasons, the Shareholder Helpline will be unable to give advice on the merits of the Shareholder Return or Share Capital Consolidation or to provide financial, investment or tax advice.

Notes to Editors:

Compass Group PLC is a world-leading food and support services company, which generated annual revenues of GBP19.6 billion in the year to 30 September 2016. It operates in over 50 countries, employs over 500,000 people and serves over 5 billion meals every year. The Company specialises in providing food and a range of support services across the core sectors of Business & Industry, Healthcare & Seniors, Education, Defence, Offshore & Remote, Sports & Leisure and Vending with an established brand portfolio.

Ends

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June 27, 2017 02:00 ET (06:00 GMT)