Invensys Plc. (ISYS.L, IVNYY.PK) confirmed its intention to return about 625 million pounds of the cash proceeds received from the company's recent disposal of its Rail Division to Siemens (SI: Quote) through a return of 76.7 pence per Existing Ordinary Share to Shareholders on the register as at 6.00 p.m. on 11 June 2013.
The company said that the Return of Cash has been structured to allow Shareholders, subject to applicable overseas restrictions, to elect to receive their proceeds as immediate income, immediate capital, deferred capital or any combination of the three.
The company said it proposes a proportional consolidation of its ordinary share capital in order to maintain the market price for Ordinary Shares at approximately the same level as prevailed immediately prior to the implementation of the Return of Cash. Accordingly, Shareholders will receive 4 New Ordinary Shares for every 5 Existing Ordinary Shares held at the Record Time. The effect of this will be to reduce the number of Existing Ordinary Shares in issue to reflect the return of 76.7 pence per Existing Ordinary Share to Shareholders under the Return of Cash.
However, the company said the shareholders will own the same proportion of the Company as they did beforehand, subject to fractional entitlements and to any dilution as a result of issues of New Ordinary Shares to the Company's employee benefit trusts.
In addition, the company has arranged for facilities to be made available to holders of 1,200 or fewer Existing Ordinary Shares at the Record Time with a registered address in the UK, any other EEA Country or Australia. The Nil Cost Dealing Facilities will give Small Shareholders the opportunity to sell all (but not some) of their New Ordinary Shares free of dealing costs and commissions, which are typically disproportionate for a holding of Ordinary Shares of this size.
On 15 May 2013 the Board recommended a final dividend for the full year ended 31 March 2013 of 2.85 pence per Existing Ordinary Share, amounting to 23 million pounds in aggregate, such final dividend being subject to approval of Shareholders at the Company's Annual General Meeting.
If the Share Capital Consolidation is approved by Shareholders at the General Meeting, the Board has recommended that the aggregate amount of the final dividend will remain 23 million pounds but will be paid on the New Ordinary Shares resulting from the Share Capital Consolidation. As a result, the final dividend (if approved) will increase to 3.57 pence per New Ordinary Share.
by RTT Staff Writer
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