We could not find any results for:
Make sure your spelling is correct or try broadening your search.
Share Name | Share Symbol | Market | Type | Share ISIN | Share Description |
---|---|---|---|---|---|
Booker | LSE:BOK | London | Ordinary Share | GB00B01TND91 | 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% | 224.00 | 221.10 | 221.20 | 0.00 | 01:00:00 |
Industry Sector | Turnover | Profit | EPS - Basic | PE Ratio | Market Cap |
---|---|---|---|---|---|
0 | 0 | N/A | 0 |
TIDMBOK
RNS Number : 2984P
Booker Group PLC
04 June 2015
For Immediate Release
4 June 2015
Booker Group plc ('Booker' or 'the Group')
ANNUAL REPORT AND ACCOUNTS
POSTING OF CIRCULAR CONTAINING THE NOTICE OF ANNUAL GENERAL MEETING AND DETAILS OF THE PROPOSED RETURN OF CAPITAL
Booker Group plc announces today the posting of a circular (the "Circular") to its shareholders containing the notice of Annual General Meeting ("AGM") together with details of the proposed return of capital of 3.5 pence per ordinary share by way of a B share scheme, which was announced at the time of Booker's preliminary results on 21 May 2015. The total value of the return of capital would equate to approximately GBP62 million (based on Booker's current issued share capital).
Associated proxy forms and Booker's annual report and financial statements for the 52 week period ended 27 March 2015 ("Annual Report and Financial Statements") are also being sent to shareholders with the Circular. The AGM will be held at Booker Branch Wimbledon, Endeavour Way, Durnsford Road, London SW19 8LG on 8 July 2015 at 11 a.m.
Copies of the Circular (including Notice of AGM) and the Annual Report and Accounts are available on Booker's website www.bookergroup.com and have been submitted to the National Storage Mechanism where they will shortly be available for inspection at https://www.morningstar.co.uk/uk/NSM.
Copies of the Circular will also be available for inspection at the offices of Clifford Chance LLP, 10 Upper Bank Street, London, E14 5JJ during usual business hours (excluding weekends and English public holidays) until the conclusion of the AGM and at the AGM itself for at least 15 minutes prior to the AGM until the meeting ends.
Return of Capital highlights
-- Shareholders to receive 3.5 pence per ordinary share, equating to an aggregate return of approximately GBP62 million
-- Return to be implemented by way of a B share scheme, under which shareholders (other than those resident in a Restricted Territory) will have a choice as to the timing of redemption of their B shares and the receipt of their cash proceeds
-- Cheques expected to be despatched to shareholders or accounts credited (as appropriate) in respect of the Initial Redemption Option by 28 July 2015
-- Cheques expected to be despatched to shareholders or accounts credited (as appropriate) in respect of the Deferred Redemption Option by 6 May 2016
The Board currently anticipates returning a similar amount to shareholders in July 2016 and will provide an update on this in the 2016 final results announcement in May 2016, in light of circumstances prevailing at that time.
Terms used in this announcement but which are otherwise undefined shall have the same meanings as set out in the Circular. This announcement and the summary of the proposed Return of Capital should be read in conjunction with the Circular.
Details of the Return of Capital
1. Introduction
Our first return of capital to Shareholders was implemented last summer (the "Previous Return of Capital") and similarly involved a return of 3.5 pence per ordinary share (amounting to approximately GBP62 million in aggregate) by way of the issue and redemption of B shares (the "Previous B Shares"). The Previous Return of Capital has been implemented in full and all of the Previous B Shares have now been redeemed for cash in order to give effect to that return of capital. The structure of the Return of Capital which is being proposed at this year's AGM and the terms of the B shares are substantially the same as those adopted in connection with the Previous Return of Capital and the Previous B Shares.
The Board is proposing to implement a further capital return to shareholders of approximately GBP62 million which is to be achieved by the issue of a new class of B Shares which shareholders will be able to redeem for cash. Under the B Share Scheme, shareholder will receive one B share for every one ordinary share held at the B Share Record Time (expected to be 5.00 p.m. on 8 July 2015) and each B Share will be redeemed by Booker for 3.5 pence in cash.
This is in addition to the proposed final ordinary dividend of 3.14 pence per ordinary share which, if approved at the AGM, will be paid on 10 July 2015 to shareholders on the register at the close of business on 12 June 2015.
The B Share Scheme and certain related matters require the approval of shareholders which will be sought at the AGM, notice of which is set out in the Circular. If the B Share Resolution is not passed at the AGM, the Return of Capital by way of B Share Scheme will not proceed. The B Share Resolution is a special resolution and will be passed if at least 75% of votes are in favour.
2. The Return of Capital and the Redemption Alternatives
Shareholders should read Part V of the Circular which outlines the tax consequences of the B Share Scheme in the UK. Shareholders who are in any doubt as to their tax position, or who are subject to taxation in a jurisdiction other than the UK, should consult an appropriate professional adviser.
All shareholders will receive one B Share for each corresponding ordinary share held at the B Share Record Time. Eligible Shareholders will be able to choose between the Initial Redemption Option and the Deferred Redemption Option, or any combination of the two, in respect of their B Share Entitlement in order to determine when they receive their cash proceeds under the B Share Scheme.
The procedures for making elections between the Redemption Alternatives are set out in Parts VI and VII of the Circular. Eligible Shareholders who do not make a valid election, and all Overseas Shareholders resident, or with a registered address, in a Restricted Territory (see below for further details), will be automatically deemed to have elected for the Initial Redemption Option in respect of ALL of their B Share Entitlement. Accordingly shareholders who wish to have all of their B Share Entitlement redeemed for cash on 21 July 2015 under the Initial Redemption Option do not need to return a Form of Election, or make an election in CREST (as applicable).
Alternative 1 (Initial Redemption Option)
For shareholders who elect or who are deemed to have elected for the Initial Redemption Option in respect of all or some of their B Share Entitlement, which includes all Restricted Shareholders, it is expected that each relevant B Share will be redeemed by Booker for 3.5 pence on 21 July 2015 and each such share will be cancelled on redemption. Redemption proceeds are expected to be paid to relevant shareholders by 28 July 2015.
Alternative 2 (Deferred Redemption Option)
For Eligible Shareholders who validly elect for the Deferred Redemption Option in respect of all or some of their B Share Entitlement, it is expected that each relevant B Share will be redeemed by Booker for 3.5 pence on 29 April 2016 and each such share will be cancelled on redemption. It is expected that the redemption proceeds will be paid to relevant shareholders by 6 May 2016.
The expected timetable of events in respect of the B Share Scheme and the timing of the AGM are as set out below (all times referred to are London times):
Latest time and date for receipt of 11.00 a.m. on 6 July Form of Proxy and CREST Proxy Instructions 2015 for Annual General Meeting Annual General Meeting 11.00 a.m. on 8 July 2015 Record Time for entitlement to B Shares 5.00 p.m. on 8 July 2015 CREST accounts credited with "interim 9 July 2015 CREST entitlements" in respect of Ordinary Shares Payment of final dividend for the year 10 July 2015 ended 27 March 2015 Election Deadline: latest time and date 3.00 p.m. on 17 July for receipt of Form of Election or submitting 2015 CREST elections B Shares issued, and B Shares in respect 20 July 2015 of elections made under the Deferred Redemption Option enabled in CREST Redemption of B Shares pursuant to the 21 July 2015 Initial Redemption Option Despatch of cheques or, if held in CREST, by 28 July 2015 CREST accounts credited in respect of proceeds under the Initial Redemption Option Despatch of share certificates for B by 28 July 2015 Shares being redeemed pursuant to the Deferred Redemption Option Redemption of B Shares pursuant to the 29 April 2016 Deferred Redemption Option Despatch of cheques or, if held in CREST, by 6 May 2016 CREST accounts credited in respect of proceeds under the Deferred Redemption Option
Shareholders should read the entirety of the Circular which contains further important information about Booker and full details of the Return of Capital.
3. Overseas Shareholders
The attention of those shareholders who are not resident in the United Kingdom or who are citizens or nationals of other countries is drawn to the information set out in paragraph 5 of Part III of the Circular.
In particular, the Deferred Redemption Option is not being made available to Overseas Shareholders resident, or with a registered address, in a Restricted Territory, and all such shareholders will be deemed to have elected for the Initial Redemption Option in respect of all of their B Share Entitlements. The B Share Entitlements of Restricted Overseas Shareholders are to be issued to a nominee and redeemed under the Initial Redemption Option with the redemption proceeds then being remitted to such shareholders. Furthermore, Overseas Shareholders (other than those in Restricted Territories) should note that, by making a valid election for the Deferred Redemption Option, such shareholders will be deemed to represent, warrant and undertake and/or agree (as applicable) to the terms set out in paragraph 5 of Part III of the Circular. The tax consequences of the Return of Capital may vary for Overseas Shareholders and accordingly such shareholders should consult their own independent professional adviser without delay.
4. Recommendations
The Board considers the terms of the B Share Scheme and each of the Resolutions to be proposed at the AGM (including the B Share Resolution) to be in the best interests of shareholders as a whole and is recommending that shareholders vote in favour of the Resolutions (including the B Share Resolution) to be proposed at the AGM, as the Directors intend to do for their respective individual beneficial holdings of, in aggregate, 128,143,803 Ordinary Shares, representing approximately 7.30 per cent. of the total issued share capital of the Company as at 28 May 2015 (being the latest practicable date prior to the publication of the Circular).
The Board makes no recommendation to shareholders in relation to any election(s) they may make under the Redemption Alternatives. Shareholders need to take their own decision in this regard and are recommended to consult their own independent professional adviser.
None of the B Shares have been or will be registered under the US Securities Act or the state securities laws of the United States and none of them may be offered or sold in the United States or to any US persons unless pursuant to a transaction that has been registered under the US Securities Act and the relevant state securities laws or a transaction that is not subject to the registration requirements of the US Securities Act and the state securities laws, either due to an exemption therefrom or otherwise.
Neither the B Shares nor this announcement has been approved, disapproved or otherwise recommended by any US federal or state securities commission or other regulatory authority or any non US securities commission or regulatory authority nor have such authorities passed upon or endorsed the merits of the Return of Capital or confirmed the accuracy or determined the adequacy of this document. Any representation to the contrary is a criminal offence in the United States.
The release, publication or distribution of this announcement in certain jurisdictions may be restricted by law and therefore persons in such jurisdictions into which this announcement is released, published or distributed should inform themselves about and observe such restrictions.
This announcement does not constitute or form part of an offer to sell or the solicitation of an offer to subscribe for any securities or an invitation to participate in the B Share Scheme in or from any jurisdiction in or from which, or to or from whom, it is unlawful to make such offer or participate under applicable securities laws or otherwise.
Information relating to the Annual Reports and Accounts
The Group announced its preliminary results for the 52 weeks ended 27 March 2015 on 21 May 2015.
The Group today provides the following additional regulated information, in relation to the Annual Report and Accounts, in full unedited text as required to be made public under the Disclosure and Transparency Rules. This announcement should be read together with the preliminary results announcement.
A condensed set of financial statements were attached to the Group's preliminary results announcement which included an indication of important events that occurred during the year. The Annual Report and Accounts also contains information regarding the Group's principal risks and uncertainties, related party transactions and a responsibility statement relating to its content; an extract of this information is provided below as is required under the Disclosure and Transparency Rules.
Risks and Uncertainties
The principal risks and corresponding mitigation set out below represent the principal uncertainties that the Board believes may impact the Group's ability to deliver effectively its strategy in the future. The list does not include all risks that the Group faces and it does not list the risks in any order of priority.
Risk Impact Mitigating Factors ------------------------- ------------------------------ ----------------------------------- Increasing price A decline in selling We will continue to improve competition in the prices could have an the choice, price and UK grocery and discount adverse impact on the service to our customers. sectors Group's sales, operating profits and cashflow. ------------------------- ------------------------------ ----------------------------------- Failure to respond This could have an The industry is extremely to adverse impact on the competitive with the competition Group's sales, operating market being served by profits and cashflow. numerous competitors, ranging from national multiple retailers to regional independent wholesalers. We compete by closely monitoring the activities of our competitors and ensuring we continue to improve the choice, price and service to our customers. ------------------------- ------------------------------ ----------------------------------- Changes in regulation Changing legislation The Group operates in may impact our ability an environment governed to market or sell certain by strict regulations products or could cause to ensure the safety the Group to incur and protection of customers, additional costs or shareholders, employees liabilities that could and other stakeholders adversely affect its and the operation of business. an open and competitive market. These regulations include food hygiene, health and safety, data protection, the rules of the London Stock Exchange and competition law. In all cases, the Board takes its responsibilities very seriously, and recognises that any breach of regulation could cause reputational and financial damage to the Group. ------------------------- ------------------------------ ----------------------------------- Product quality This could have an The quality and safety and safety adverse impact on the of our products is of Group's reputation, critical importance and sales, operating profits any failure in this regard and cashflow. would affect the confidence of our customers in us. We work with our suppliers to ensure the integrity of the products supplied. Food hygiene practices are taken seriously throughout the Group, and are monitored both through internal audit procedures and by external bodies, such as environmental health departments, within local authorities. We have well prepared procedures for crisis management in order to act quickly when required. We are aware that if we fail, or are perceived to have failed, to deliver to our customers' satisfaction the expected standards of quality and safety in our products, their loyalty to us may be potentially impacted. This in turn could adversely impact on our market share and our financial results. ------------------------- ------------------------------ ----------------------------------- Employee engagement The continued success The Group's employment and retention of the Group relies policies, remuneration on the investment in and benefits packages the training and development are designed to be competitive, of our employees. as well as providing colleagues with fulfilling career opportunities. The Group continually engages with employees across the business to ensure that we keep strengthening our team at every level. ------------------------- ------------------------------ ----------------------------------- Supplier credit Availability of supplier The Group Finance Director credit is essential regularly meets key credit for the Group's financial insurers to ensure that performance. If the they have an up to date providers of credit understanding of the insurance withdraw Group's financial position. or materially reduce the levels of cover they provide to the Group's trade creditors in respect of the Group, this might affect the Group's ability to obtain products from those suppliers on existing credit terms and could worsen the Group's cashflow. ------------------------- ------------------------------ ----------------------------------- Pension funding A worsening funding The Group seeks to agree position may require appropriate investment the Group to pay cash policies with the Trustee contributions or provide and closely monitors further assurance to the funding position cover future liabilities. of the Pension Scheme This could worsen the with the Trustee. Both Group's cashflow. the Company and the Trustee take advice from independent qualified actuaries. ------------------------- ------------------------------ ----------------------------------- Failure of the Group's The maintenance and The Group has appropriate information technology development of information controls in place to systems technology systems mitigate the risk of may result in system systems failure, including failures, including systems back up procedures cyber security breaches and disaster recovery which may adversely plans, and also has appropriate impact the Group's virus protection and ability to operate, network security controls. which could affect the Group's sales, operating profits and cashflow. ------------------------- ------------------------------ ----------------------------------- Health and Safety A health and safety The Group has developed risks related incident could an effective health and result in serious injury safety management system to the Group's employees, to ensure compliance contractors, customers with all legal duties and visitors, which placed on the organisation could adversely affect by law. All systems are our operations and subject to regular review result in reputational with training provided damage, criminal prosecution as appropriate. and civil litigation. This could affect the The Group employs a Health Group's reputation, and Safety manager to with a potentially maintain the management adverse effect on sales, system, along with the operating profits and identification and remediation cashflow. of specific risks, and ensuring employees are aware of regulatory requirements. ------------------------- ------------------------------ ----------------------------------- Environmental management A long term increase The Group has a continual in energy prices could focus on reducing our have an adverse effect environmental impact on the Group's sales, and implementing changes operating profits and to our operations to cashflow with an increasing maximise opportunities cost to operations such as recycling more to adapt to climate waste and using more change and mitigate renewable sources of impact. fuel. Greenhouse gas emissions are measured and reported annually. Substantial investment is made to improve environmental risk management, with a focus on energy efficiency when investing in new capital projects. ------------------------- ------------------------------ -----------------------------------
Related Party Transactions
During the year, there were no transactions or balances between the Group and its key management personnel or members of their close family apart from:
-- the Group purchases stock from:
o Molson Coors Brewing Co (UK) Ltd - Lord Bilimoria is the Chairman of the Cobra Beer Partnership Ltd, a joint venture with Molson Coors Brewing Co (UK) Ltd;
o C&C Group plc, of which Stewart Gilliland is a Non-Executive Director; o Tulip Ltd, of which Stewart Gilliland is a Non-Executive Director; and o Boparan Holdings Ltd, of which Andrew Cripps is a Non-Executive Director. -- and the Group sells stock to: o Mitchells & Butlers plc, of which Stewart Gilliland is a Non-Executive Director; and o Food & Fuel Ltd, of which Karen Jones is the Chairman.
All transactions with related parties involve the normal supply of goods and are priced on an arm's length basis.
Directors' responsibility statement
The directors, as at the date of the Annual Report and Accounts, confirm that to the best of their knowledge:
-- the financial statements, prepared in accordance with the applicable set of accounting standards, give a true and fair view of the assets, liabilities, financial position and profit or loss of the Company and the undertakings included in the consolidation taken as a whole; and
-- the Strategic Report and Directors' Report include a fair review of the development and performance of the business and the position of the issuer and the undertakings included in the consolidation taken as a whole, together with a description of the principal risks and uncertainties that they face.
For further information contact:
Tulchan Communications (PR Adviser to Booker Group plc)
020 7353 4200
Jonathan Sibun
Will Smith
This information is provided by RNS
The company news service from the London Stock Exchange
END
ACSEAKKLEEASEFF
1 Year Booker Group Chart |
1 Month Booker Group Chart |
It looks like you are not logged in. Click the button below to log in and keep track of your recent history.
Support: +44 (0) 203 8794 460 | support@advfn.com
By accessing the services available at ADVFN you are agreeing to be bound by ADVFN's Terms & Conditions