TIDMSTVG
RNS Number : 1930F
STV Group PLC
13 November 2020
STV Group plc
("STV" or the "Company")
Proposed Bonus Issue of Shares
Publication of Circular and Notice of General Meeting
Bonus Issue 13 November 2020
As set out in the Company's announcement made on 1 September
2020, STV today confirms that rather than pay the interim dividend
in cash, it will issue new Shares by way of a bonus issue to
Shareholders, equating to 3.0p per share (the "Bonus Issue"). In
accordance with the Company's Articles of Association, the Bonus
Issue is conditional on shareholder approval being obtained at a
general meeting to be held virtually on 3 December 2020 at 12:30pm
(or any adjournment thereof) (the "General Meeting").
The Bonus Shares will be issued to Shareholders who appear on
the Company's register of members as at 6pm on 11 December 2020
(the "Bonus Issue Record Time") and Bonus Issue entitlements will
be calculated using the formula outlined in this RNS announcement
and the shareholder circular seeking approval of the Bonus Issue
(the "Circular"), to be posted to Shareholders today.
The Company announces the dates and times given in the table
below in connection with the Bonus Issue, which are indicative only
and are based on the Company's current expectations and are subject
to change. If any dates and/or times in this expected timetable
change, the revised dates and/or times will be notified to
Shareholders by announcement through a Regulatory Information
Service. All times shown are London times unless otherwise
stated.
The number of Bonus Shares (if any) to which each Shareholder on
STV's register of members as at the Bonus Issue Record Time is
entitled, is calculated using the following formula:
a) the number of Ordinary shares held at the Bonus Issue Record
Time multiplied by 3.0 pence; divided by
b) the average of the mid-market closing price (in pence) of an
STV share on the Daily Official List of the London Stock Exchange
for the five consecutive dealing days commencing from and including
3 December 2020.
No fraction of a Bonus Share will be issued; any fractional
entitlements will be aggregated and the Company will procure that
the maximum whole number of Bonus Shares resulting therefrom will
be allotted and sold in the market and the net proceeds of sale
will be donated by the Company to the STV Children's Appeal
charity.
In the event that the terms of the Bonus Issue would result in
the Company issuing more than 783,800 Bonus Shares the Company will
reduce each Shareholder's entitlement to Bonus Shares pro rata such
that the aggregate number of Bonus Shares issued does not exceed
783,800.
Shareholders are being asked to authorise the Directors to
proceed with the Bonus Issue and to capitalise up to GBP1,500,000
standing to the credit of STV's distributable profits for the
purposes of applying such amounts in paying up in full the Bonus
Shares.
The Bonus Shares will be fully paid up and rank pari passu in
all respects with the existing ordinary shares of STV and will have
the rights, and be subject to the restrictions, provided for in
STV's Articles of Association.
Shareholders are advised to consult their tax advisers on their
tax position in respect of any Bonus Shares.
Expected Timetable of Principal Events
EVENT TIME AND/OR DATE
Publication of Circular (including the Notice 13 November 2020
of General Meeting) and the Form of Proxy
Latest time and date for receipt of the Form 12:30pm on 1 December
of Proxy (or appointing a proxy electronically 2020
or submitting a proxy via CREST) for the General
Meeting
Voting Record Time 12:30pm on 1 December
2020
General Meeting 12:30pm on 1 December
2020
Bonus Issue Ex- date 8am on 10 December 2020
Bonus Issue Record Time 6pm on 11 December 2020
Admission and commencement of dealings in 8am on 18 December 2020
the Bonus Shares
CREST accounts of Shareholders holding in on or after 8am on 18
uncertificated form credited with the Bonus December 2020
Shares
Despatch of share certificates for the Bonus within 5 Business Days
Shares to Shareholders holding in certificated of Admission
form
Notes:
(1) Entitlement to vote at the General Meeting by appointing a
proxy, and the number of votes which may be cast at the General
Meeting, will be determined by reference to the Company's register
of members at 12:30pm o n 1 December 2020 or, if the meeting is
adjourned, not later than 48 hours before the time appointed for
the adjourned meeting (as the case may be). In each case, changes
to the register of members after the relevant deadline shall be
disregarded.
(2) All events in the above timetable following the holding of
the General Meeting are conditional on the passing of the
Resolution at the General Meeting.
Publication of Circular and Notice of General Meeting
The Company announces that the Circular and the Notice of
General Meeting has been published on the Company's website at
www.stvplc.tv and will be posted to Shareholders today. The Form of
Proxy is available at www.signalshares.com . The Circular is not
required to be approved by the FCA under the Listing Rules.
In light of the COVID-19 pandemic the General Meeting will take
place as a closed meeting and Shareholders will not be able to
attend in person.
The Company will make arrangements such that the legal
requirements to hold the General Meeting can be satisfied.
Despite these exceptional circumstances, the Board is keen to
maintain engagement with Shareholders. In order to facilitate this,
if you are a Shareholder and would like to ask the Board a question
on the formal business of the General Meeting, please email your
question to the Company Secretary Jane.Tames@stv.tv by 6pm on 2
December 2020. Responses will be made via return of email and
published on our website at www.stvplc.tv. Whilst you will be
unable to attend, you have the right to appoint a proxy to vote at
the General Meeting on your behalf. To ensure that your vote can be
exercised, we would encourage you to appoint the Chairman as your
proxy. If you appoint another person, they will not be able to
access the General Meeting and your vote will not be able to be
exercised.
A copy of the Circular and the Notice of General Meeting will
shortly be submitted to the National Storage Mechanism and will be
available for viewing at
https://data.fca.org.uk/#/nsm/nationalstoragemechanism .
STV Group plc urges Shareholders to read the Circular once
published carefully because it contains important information in
relation to the Bonus Issue. Any vote in respect of the Resolution
to be proposed at the General Meeting to approve the Bonus Issue
should be made only on the basis of the information contained in
the Circular. The Bonus Issue will be subject to the applicable
requirements of the London Stock Exchange and the FCA.
For further information please contact:
STV Group plc
Jane E A Tames
Company Secretary
Tel: 0141 300 3000
APPIX - DEFINITIONS
The following words and expressions shall have the following
meanings in this Announcement unless the context otherwise
requires:
"Admission" admission of the Bonus Shares to listing
on the premium listing segment of the official
list of the FCA in accordance with the UK
Listing Rules and to trading on the Main
Market in accordance with the UK Admission
and Disclosure Standards;
"Articles of Association" means the Company's articles of association,
as currently adopted;
"Bonus Issue Record Time" 6pm on 11 December 2020;
"Bonus Issue" the capitalisation of up to GBP1,500,000
standing to the credit of the Company's distributable
profits and applying such amount in paying
up in full and issuing the Bonus Shares;
"Bonus Shares" the new Shares to be issued pursuant to the
Bonus Issue;
"Circular" the shareholder circular seeking approval
of the Bonus Issue, to be posted to Shareholders
today;
"CREST" the relevant system (as defined in the Crest
Regulations) in respect of which Euroclear
is the operator (as defined in those regulations);
"CREST Regulations" the Uncertificated Securities Regulations
2001 (S.I. 2001 No. 3755), as amended;
"Directors" or "Board" the board comprising the executive directors
and non-executive directors of the Company
as at the date of this Announcement;
"Euroclear" Euroclear UK & Ireland, the operator of
CREST;
"FCA" the UK Financial Conduct Authority;
"Form of Proxy" the Form of Proxy available on www.signalshares.com;
"FSMA" the Financial Services and Markets Act 2000,
as amended;
"General Meeting" the general meeting of the Company to be
held at 12:30pm on 3 December 2020 or any
adjournment thereof ;
"STV" or "Company" STV Group plc, incorporated in Scotland
with registered number SC203873, whose registered
office is Pacific Quay, Glasgow G51 1PQ;
"Listing Rules" the listing rules and regulations made by
the FCA under Part VI of the FSMA, as amended;
"Notice of General Meeting" the notice that will be set out at the end
of the Circular giving Shareholders notice
of the General Meeting;
"Regulatory Information any of the services authorised by the FCA
Service" from time to time for the purpose of disseminating
or "RIS" regulatory announcements;
"Resolution" the ordinary resolution set out in the Notice;
"Shareholders" the holders of the Shares in the capital
of the Company;
"Shares" the ordinary shares of GBP0.50 each in the
capital of the Company;
"UK" the United Kingdom of Great Britain and
Northern Ireland;
"uncertificated" a Share recorded on a company's share register
as being held in uncertificated form in CREST
and title to which, by virtue of the CREST
Regulations, may be transferred by means
of CREST.
"Voting Record Time" 12:30pm on 1 December 2020, or, if the General
Meeting is adjourned, not later than 48 hours
before the time appointed for the adjourned
meeting.
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 rns@lseg.com 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
NOGFFUFWEESSEDF
(END) Dow Jones Newswires
November 13, 2020 02:00 ET (07:00 GMT)
Stv (AQSE:STVG.GB)
Historical Stock Chart
From Jun 2024 to Jul 2024
Stv (AQSE:STVG.GB)
Historical Stock Chart
From Jul 2023 to Jul 2024
