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.