LMR Luminar Grp

RNS Number:2987C
Luminar PLC
17 August 2007



Luminar plc


RETURN OF VALUE TO SHAREHOLDERS

In January 2007, Luminar plc ("Luminar") successfully completed the disposal of
54 Chicago Rock Cafe branded venues, 13 Jumpin Jaks branded venues and an
additional 31 non-core units.  The disposal represented a key milestone in
positioning Luminar as a focused, late-night, branded destination dancing
business.  It was the Board's stated intention that, following the disposal,
Luminar would return proceeds to shareholders. From these proceeds, Luminar is
now proposing to return approximately #41 million to shareholders, equivalent to
60.2 pence per existing ordinary share (the "Return").

In Luminar's preliminary results for the year ended 1 March 2007, the Board
confirmed its intention to continue its previously announced programme of
returning value to shareholders over a three-year period. To date approximately
#36 million has already been returned to shareholders.

The Return requires the approval of Luminar's shareholders at a shareholders'
meeting (expected to be held on 28 September 2007) and the subsequent approval
of the High Court (expected to be sought on 18 October 2007).


Alan Jackson, Chairman of Luminar, said:

"Our intention has been to return significant amounts of cash to shareholders
and this has been evident for some time. The scheme enables us to deliver on our
well documented and highly publicised strategy to return value to shareholders,
whilst providing flexibility to make further returns of value in line with the
financial parameters previously outlined."

The Return will be effected through the issue of B shares following the
introduction of a new holding company, Luminar Group Holdings plc ("Luminar
Group") via a Court approved scheme of arrangement (the "Scheme"). The B shares
are the means by which shareholders will receive the Return.

Subject to the Scheme becoming effective, Luminar Group will become the holding
company of Luminar and upon admission to the Official List will replace Luminar
as the listed entity.


  * The Return is equivalent to 60.2 pence per existing ordinary share in
    Luminar and in aggregate approximately #41 million.

  * Under the terms of the proposed Scheme, shareholders holding existing
    ordinary shares in Luminar at the Scheme record time, expected to be 6.00
    p.m. on 17 October 2007, will receive:

      * 10 new ordinary shares in Luminar Group for every 11 existing ordinary
        shares in Luminar; and
      * one B share in Luminar Group for every one existing ordinary share in
        Luminar.

  * Shareholders will not have to pay anything for these new ordinary shares
    and B shares in Luminar Group.

  * The exchange ratio of new ordinary shares for existing ordinary shares has
    been selected in order that the share price of the new ordinary shares in
    Luminar Group immediately after listing (and having regard to the Return)
    should be approximately equal to the share price of an existing ordinary
    share in Luminar immediately prior to listing of the new ordinary shares
    (subject to market conditions).

  * Shareholders will have the flexibility to elect to receive their Return as
    an income distribution or capital:

      * B share dividend (income) - a single dividend of 60.2 pence per B
        share; or
      * B share redemption (capital) - 60.2 pence redemption per B share.

  * Subject to the Scheme becoming effective, it is expected that cheques for
    the proceeds of the B share dividend and B share redemption will be sent to
    shareholders, or that their CREST accounts will be credited with the
    proceeds, on 31 October 2007.

  * Based on the closing middle market price of 662.5 pence per existing
    ordinary share on 16 August 2007, the total amount of the Return
    (approximately #41 million) is equivalent to approximately 9 per cent of the
    market capitalisation of Luminar.

  * Holders of rights under the Luminar Employee Share Plans will be offered
    the opportunity (in certain circumstances) to exercise their rights and
    participate in the Return or to exchange their existing rights for
    equivalent rights relating to new ordinary shares in Luminar Group when the
    Scheme becomes effective. Holders of warrants to subscribe for ordinary
    shares in Luminar will also be offered an opportunity to exercise those
    warrants and participate in the Return or alternatively to exchange those
    warrants for warrants to subscribe for new ordinary shares in Luminar Group

  * A circular setting out full details of the Return is expected to be posted
    to shareholders on 4 September 2007.

                                                                  17 August 2007


Contacts

Luminar Plc

Stephen Thomas, Chief Executive                            Tel: 01908 544 100
Nick Beighton, Finance Director


N M Rothschild & Sons Limited

Robert Leitao                                              Tel: 020 7280 5000
James Murray


College Hill
Matthew Smallwood                                          Tel: 020 7457 2020
Jamie Ramsay



Disclaimer

This announcement has been issued by, and is the sole responsibility of, 
Luminar plc.

N M Rothschild & Sons Limited, which is authorised and regulated by the
Financial Services Authority in the United Kingdom, is acting for Luminar plc
and Luminar Group Holdings plc and no one else in connection with the Return and
will not be responsible to any person other than Luminar plc and Luminar Group
Holdings plc for providing the protections afforded to clients of N M Rothschild
& Sons Limited or for providing advice in relation to the Return or the matters
contemplated by this announcement.



                      This information is provided by RNS
            The company news service from the London Stock Exchange
END

MSCSFIFUMSWSEIA

Luminar Group (LSE:LMR)
Historical Stock Chart
From Jun 2024 to Jul 2024

Luminar Group (LSE:LMR)
Historical Stock Chart
From Jul 2023 to Jul 2024