Computacenter PLC Proposed Return of Value to Shareholders (4944F)
May 24 2013 - 2:00AM
UK Regulatory
TIDMCCC
RNS Number : 4944F
Computacenter PLC
24 May 2013
Computacenter plc
PROPOSED RETURN OF VALUE TO SHAREHOLDERS OF APPROXIMATELY GBP75
MILLION
Computacenter plc ("Computacenter" or the "Company") announces
that it proposes to make a one-off Return of Value to Shareholders
of 48.7p per existing ordinary share, equivalent to approximately
GBP75 million or approximately 10.8% of Computacenter's current
market capitalisation. The return is being made using a B Share
structure with an associated Share Capital Consolidation of 9 New
Ordinary Shares for every 10 Existing Ordinary Shares. The approval
of Shareholders is required for the Return of Value and Share
Capital Consolidation. Accordingly, the Company will shortly be
posting a circular to its Shareholders and convening an
Extraordinary General Meeting, expected to be held on 11 June 2013,
to approve the transaction.
Computacenter Chief Executive Officer, Mike Norris said: "We are
very pleased to confirm, as previously announced, the return of
approximately GBP75 million to our shareholders. The
cash-generative nature of Computacenter's business has resulted in
a net cash balance in excess of our current needs. This has placed
us in a position where we are now able to make the second
significant one-off return of value to our shareholders, while
maintaining an appropriate balance sheet structure to continue
growing the business and serving our clients."
Rationale for the Return of Value
While the Company intends to continue to maintain a robust and
prudent balance sheet, the Directors believe that it is now
appropriate to undertake a return of capital to shareholders, in
addition to the normal dividend. Computacenter will continue to
monitor its balance sheet to ensure that it is efficient, as it has
done historically. Computacenter also returned GBP74.4 million to
Shareholders by way of a one-off capital return via a B Share
structure in 2006 equating to 39p per share.
Key Terms of the Return of Value
The Return of Value consists of a Capital Reorganisation,
including the issue and allotment of B Shares and an associated
Share Capital Consolidation.
Under the terms of the Return of Value, Shareholders will
receive:
for every 1 Existing Ordinary Share held 1 additional B Share;
at the record date and
in place of every 10 Existing Ordinary 9 New Ordinary Shares
Shares held at the record date
Subject to Shareholder approval, Shareholders will be able to
elect between the following alternatives in relation to their B
Shares.
Alternative 1 - Purchase Offer ("Purchase Offer")
Shareholders (other than US Shareholders) may elect to have all
of their B Shares purchased by Credit Suisse, acting as principal
on 21 June 2013 (or such other date as the Directors and Credit
Suisse may determine), at 48.7 pence per B Share, free of all
dealing expenses and commissions.
Alternative 2 - Single B Share Dividend ("Single B Share
Dividend")
Alternatively, Shareholders may prefer to receive the Single B
Share Dividend of 48.7 pence per B Share in respect of all of their
B Shares. The payment date of the Single B Share Dividend is
expected to be 5 July 2013.
Shareholders who do not elect for Alternative 1 will
automatically be deemed to be electing for Alternative 2 and will
receive the Single B Share Dividend in relation to all of their B
Shares. Consequently Shareholders who prefer Alternative 2 need
take no action. Additionally, Alternative 1 is not being offered
into the United States of America and, as a result, US Shareholders
will only receive the Single B Share Dividend in respect of all of
their B Shares.
The B Shares will neither be admitted to the Official List nor
to trading on the London Stock Exchange's main market for listed
securities, nor will they be admitted to trading on any other
recognised investment exchange. The B Shares will have limited
rights. Once the Single B Share Dividend is declared, the B Shares
will automatically convert into Deferred Shares (with extremely
limited rights). A number of changes to the articles of association
of the Company, incorporating the rights and restrictions to be
attached to the B Shares and the Deferred Shares, are required in
order to implement this Return of Value.
As part of the Return of Value, Existing Ordinary Shares will be
consolidated such that Shareholders will receive 9 New Ordinary
Shares in place of every 10 Existing Ordinary Shares they hold. The
purpose of this Share Capital Consolidation is to seek to ensure
that (subject to normal market fluctuations) the market price of
each New Ordinary Share immediately following the Return of Value
is approximately the same as the market price of each Existing
Ordinary Share immediately beforehand. As with the Existing
Ordinary Shares, the New Ordinary Shares will be tradable on the
London Stock Exchange (subject to approval of the Financial Conduct
Authority and the London Stock Exchange) in the same way as the
Existing Ordinary Shares and will be equivalent in all material
respects to the Existing Ordinary Shares.
A circular containing full terms of the Return of Value and the
alternatives, including a detailed timetable and a description of
the tax consequences of the B Share alternatives for Shareholders
who are resident in the United Kingdom, together with a notice
convening an Extraordinary General Meeting of the Company will be
posted to Shareholders shortly. This will be posted with a form of
proxy for the Extraordinary General Meeting and (in the case of
holders of certificated shares) a form of election in respect of
the B Share alternatives. Shareholders who hold their shares in the
Company through CREST will not receive a form of election but can
instead make an election through CREST in accordance with the
instructions in the circular.
Credit Suisse Securities (Europe) Limited, which is authorised
and regulated in the UK by the Financial Conduct Authority and the
Prudential Regulation Authority in the United Kingdom, is acting as
financial adviser and corporate broker to Computacenter and is
acting for no-one else in connection with the Return of Value, the
Purchase Offer or any other matter referred to in this
announcement, and will not be responsible to anyone other than
Computacenter for providing the protections afforded to customers
of Credit Suisse Securities (Europe) Limited nor for providing
advice to any other person in relation to the Return of Value, the
Purchase Offer or any other matter referred to in this
document.
Enquiries:
Computacenter plc: 01707 637 000
Mike Norris, CEO
Tony Conophy, CFO
Credit Suisse: 020 7888 8888
John Hannaford
Michael Taylor
Tulchan Communications: 0207 353 4200
James Macey White
This information is provided by RNS
The company news service from the London Stock Exchange
END
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