Tesco PLC Notice of General Meeting (7298M)

TIDMTSCO

RNS Number : 7298M

Tesco PLC

25 January 2021

Tesco PLC

25 January 2021

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

25 January 2021

Tesco PLC

Publication of circular relating to a special dividend and share consolidation

Further to the announcement on 18 December 2020 that Tesco PLC ("Tesco" or the "Company") has completed the disposal of the entirety of its shareholding in Tesco Stores (Thailand) Limited and Tesco Stores (Malaysia) Sdn Bhd, to a combination of CP Group entities (the "Disposal"), Tesco is pleased to announce that a circular setting out full details of the proposed Special Dividend and associated Share Consolidation (the "Circular") has been published today.

The Circular confirms that following receipt of net funds of GBP7.8 billion in connection with the Disposal (after settlement of debt, tax and other transaction costs) and in line with its previous announcement on 9 March 2020, the Company has made a significant pension contribution of GBP2.5 billion to the Tesco PLC Pension Scheme and intends to return GBP4,987,827,804 to Shareholders by way of a proposed Special Dividend of 50.93 pence per Existing Ordinary Share in the capital of the Company.

The Circular sets out full details of the proposed Special Dividend and associated Share Consolidation and also contains a notice convening a general meeting of the Company to be held at Tesco PLC, Heart building, Shire Park, Welwyn Garden City, Herts, AL7 1TW at 10.30 a.m. on 11 February 2021 (the "General Meeting").

Given prevailing Government guidance in relation to COVID-19, it is proposed that the General Meeting be convened with the minimum quorum of Shareholders present (which will be facilitated by Tesco) in order to conduct the business of the meeting.

The well-being of our Shareholders, colleagues and other stakeholders is vitally important to us and we ask Shareholders to adhere to the current instructions to stay at home and to instead vote by proxy on the resolutions set out in the Circular as early as possible. Further details as to how to vote by proxy are contained in the Notice of General Meeting.

Special Dividend

The Company can confirm that it intends to return GBP4,987,827,804 to Shareholders by way of a proposed Special Dividend of 50.93 pence per Existing Ordinary Share in the capital of the Company. The Board is proposing to pay the Special Dividend to Shareholders on the Register as at 6.00 p.m. (GMT) on 12 February 2021 in Pounds Sterling and to ADR holders on the ADR register as at 5.00 p.m. (New York time) on 12 February 2021 (being the close of business on the day before the ADR effective date for the Share Consolidation) in US dollars.

Subject to (i) Shareholder approval of the Special Dividend and the Share Consolidation and (ii) Admission in respect of the New Ordinary Shares, the Special Dividend is expected to be paid to Shareholders on 26 February 2021 and to holders of ADRs 5 business days after payment to Shareholders.

In connection with the Special Dividend, the Company has today sent interim parent company accounts (as required pursuant to section 836 of the Companies Act 2006) to the registrar of companies.

Share Consolidation

It is proposed that, subject to (i) Shareholder approval of the Special Dividend and the Share Consolidation and (ii) Admission in respect of the New Ordinary Shares, the payment of the Special Dividend be accompanied by a consolidation of the Company's ordinary share capital on the basis of 15 New Ordinary Shares with nominal value of 6 (1) /(3) pence for every 19 Existing Ordinary Shares.

The effect of the Share Consolidation will be to reduce the number of Existing Ordinary Shares in issue by approximately the same proportion of market capitalisation returned via the special dividend (for these purposes, the market capitalisation used is that as at market close on 22 January 2021). It is anticipated, therefore, that the market price of each Ordinary Share in the Company should remain at a broadly similar level following the Special Dividend and the Share Consolidation.

As all ordinary shareholdings in the Company will be consolidated, the number of Ordinary Shares held by each Shareholder will reduce, but the proportion of the total issued ordinary share capital of the Company held by each Shareholder immediately before and following the Share Consolidation will, save for fractional entitlements and participation in the DRIP, remain unchanged. Apart from having a different nominal value, each New Ordinary Share will carry the same rights as set out in the Company's Articles that currently attach to the Existing Ordinary Shares.

As further explained in the Circular, other than in respect of certain limited exceptions, fractional entitlements arising from the Share Consolidation will be aggregated and sold in the market. The proceeds of such sale of fractional entitlements will be donated to support the food bank activities of the charity The Trussell Trust. The value of any one Shareholder's fractional entitlement will not exceed the value of one New Ordinary Share.

Additional resolutions

Shareholder approval will also be sought to renew the annual authorities to enable the Company to make market purchases of its own shares, as well as to allot New Ordinary Shares and to disapply pre-emption rights, to cover the period between the date of the General Meeting and the 2021 AGM. Further details of these additional resolutions is set out in the Circular.

Expected timetable

The expected timetable for the General Meeting, the Special Dividend and Share Consolidation are set out below:

 
 Publication and posting of this                25 January 2021 
  document, including the Notice 
  of General Meeting 
 Latest time and date for receipt               12.00 p.m. (New York time) 
  of voting instructions in relation             on 8 February 2021 
  to ADSs for the General Meeting 
 Latest time and date for receipt               10.30 a.m. on 9 February 
  of Proxy Forms                                 2021 
  and CREST Proxy Instructions for 
  the General Meeting 
 Record time and date for entitlement           6.30p.m. on 9 February 2021 
  to vote at the General Meeting 
 General Meeting                                10.30 a.m. on 11 February 
                                                 2021 
 Latest time for dealings in Existing           4.30 p.m. on 12 February 
  Ordinary Shares                                2021 
 Shareholder record date for entitlement        6.00 p.m. on 12 February 
  to the Special Dividend and for                2021 
  the Share Consolidation 
 Record date for participation in               6.00 p.m. on 12 February 
  the DRIP for the Special Dividend              2021 
  and deadline for receipt of DRIP 
  elections 
 ADR holder record date for the                 5.00 p.m. (New York time) 
  Special Dividend and for the Share             on 12 February 2021 
  Consolidation 
 Ordinary Shares (but not ADRs)                 15 February 2021 
  marked ex-Special Dividend 
 Commencement of dealings in New                8.00 a.m. on 15 February 
  Ordinary Shares on London Stock                2021 
  Exchange and Euronext Dublin (after 
  Share Consolidation) 
 CREST accounts credited with New               15 February 2021 
  Ordinary Shares (after Share Consolidation) 
 ADR effective date for the Share               9.30 a.m. (New York time) 
  Consolidation                                  on 16 February 2021 
 Commencement of dealings in new                9.30 a.m. (New York time) 
  ADSs                                           on 16 February 2021 
 Despatch of share certificates                 No later than 26 February 
  in respect of New Ordinary Shares              2021 
 Payment of the Special Dividend                26 February 2021 
  to Shareholders 
 Purchase of New Ordinary Shares                26 February 2021 
  for DRIP participants commences 
 Payment to holders of ADRs                     5 business days after payment 
                                                 of the Special Dividend 
                                                 to Shareholders 
 

References to times in the above timetable are to UK time unless stated otherwise. If any of the above times and/or dates change, Tesco will give adequate notice by issuing an announcement through an RIS.

Availability of the Circular

A copy of the Circular will be posted to Shareholders shortly. A copy of the circular has been submitted to the National Storage Mechanism and will be available for inspection at https://data.fca.org.uk/#/nsm/nationalstoragemechanism .

A copy of the Circular has also been submitted to Euronext Dublin and therefore will shortly be available for inspection at Euronext Dublin (Exchange Buildings, Foster Place, Dublin 2).

In addition, a copy of the Circular will be available for inspection at the Company's website at www.tescoplc.com/GM2021 .

Capitalised terms not otherwise defined in this Announcement have the same meaning given to them in the Circular.

Enquiries:

 
 Tesco 
  Investor Relations      Chris Griffith         [phone] 
 Media                  Christine Heffernan    [phone] 
  Philip Gawith 
   (Teneo)                                     + 44 (0) 207 420 3143 
 

Forward looking statements

This document contains statements which are, or may be deemed to be, "forward looking statements" which are prospective in nature. All statements other than statements of historical fact are forward -- looking statements. They are based on current expectations and projections about future events, and are therefore subject to risks and uncertainties which could cause actual results to differ materially from the future results expressed or implied by the forward -- looking statements. Often, but not always, forward looking statements can be identified by the use of forward looking words such as "plans", "expects", "is expected", "is subject to", "budget", "scheduled", "estimates", "forecasts", "intends", "anticipates", "believes", "targets", "aims", "projects" or words or terms of similar substance or the negative thereof, are forward -- looking statements, as well as variations of such words and phrases or statements that certain actions, events or results "may", "could", "should", "would", "might" or "will" be taken, occur or be achieved. Such statements are qualified in their entirety by the inherent risks and uncertainties surrounding future expectations. Forward -- looking statements include statements relating to (a) future capital expenditures, expenses, revenues, earnings, economic performance, indebtedness, financial condition, dividend policy, losses and future prospects, (b) business and management strategies and the expansion and growth of Tesco's operations, and (c) the effects of global economic conditions on Tesco's business.

Such forward -- looking statements involve known and unknown risks and uncertainties that could significantly affect expected results and are based on certain key assumptions. Many factors may cause actual results, performance or achievements of Tesco to be materially different from any future results, performance or achievements expressed or implied by the forward looking statements. Important factors that could cause actual results, performance or achievements of Tesco to differ materially from the expectations of Tesco, include, among other things, general business and economic conditions globally, industry trends, competition, changes in government and other regulation and policy, including in relation to the environment, health and safety and taxation, labour relations and work stoppages, interest rates and currency fluctuations, changes in its business strategy, political and economic uncertainty, including as a result of global pandemics and other factors. Such forward -- looking statements should therefore be construed in light of such factors. Neither Tesco nor any of its directors, officers or advisers provides any representation, assurance or guarantee that the occurrence of the events expressed or implied in any forward -- looking statements in this document will actually occur. You are cautioned not to place undue reliance on these forward -- looking statements, which speak only as of the date hereof. Other than in accordance with its legal or regulatory obligations, Tesco is not under any obligation and Tesco expressly disclaims any intention or obligation to update or revise any forward -- looking statements, whether as a result of new information, future events or otherwise.

The release, publication or distribution of this announcement in jurisdictions other than the United Kingdom may be restricted by law and therefore any persons who are subject to the laws of any jurisdiction other than the United Kingdom should inform themselves about, and observe, any applicable requirements. The information disclosed in this announcement may not be the same as that which would have been disclosed if this announcement had been prepared in accordance with laws and regulations of any jurisdiction outside of England.

Tesco PLC's LEI number is: 2138002P5RNKC5W2JZ46

This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact [e-mail] or visit www.rns.com.

RNS may use your IP address to confirm compliance with the terms and conditions, to analyse how you engage with the information contained in this communication, and to share such analysis on an anonymised basis with others as part of our commercial services. For further information about how RNS and the London Stock Exchange use the personal data you provide us, please see our Privacy Policy.

END

NOGFIFIDLIIEFIL

(END) Dow Jones Newswires

January 25, 2021 02:12 ET (07:12 GMT)