Rexam, the global consumer packaging group, confirms that, following completion of the sale of its Personal Care business (announced on 31 December 2012), it will today post a circular (the Circular) to shareholders regarding the proposed Return of Cash by way of a B Share Scheme and a Share Capital Consolidation (together the Capital Reorganisation) as well as the notice of a general meeting (the General Meeting) to approve the Return of Cash. The General Meeting has been convened for 2.30 pm on Thursday 24 January 2013 at 4 Millbank, London SW1P 3XR.
Highlights of the Return of Cash
Shareholders to receive 45 pence per existing ordinary share, equating to an aggregate return of approximately £395m
Return to be implemented by way of a B Share Scheme which is intended to provide shareholders (other than those who are resident in a Prohibited Territory, as defined in the Circular) with a choice to receive the cash either as capital or as income, or as a combination of the two. Where the capital option is selected, shareholders also have a choice as to the timing of such returns
9 for 10 share consolidation of the Existing Ordinary Shares into New Ordinary Shares
Cheques expected to be despatched to shareholders or accounts credited (as appropriate) in respect of the B Share Dividend and Initial Redemption on 11 February 2013
Cheques expected to be despatched to shareholders or CREST accounts credited (as appropriate) in respect of the Final Redemption on 15 April 2013
Details of the Return of Cash
Under the Return of Cash, shareholders will receive:
One B Share for each Existing Ordinary Share and 9 New Ordinary Shares in place of every 10 Existing Ordinary Shares held on the Record Date for the Capital Reorganisation.
Shareholders will have three options in relation to the B Shares:
Option 1: the B Share Dividend
If shareholders elect or are deemed to have elected for this option in respect of some or all of their B Shares, they will receive a dividend of 45 pence per B Share, such dividend to be declared on 4 February 2013. It is expected that the B Share Dividend will generally be treated as income for United Kingdom tax purposes. Any B Shares for which shareholders have not elected will default automatically to Option 1. The payment date of the B Share Dividend is expected to be 11 February 2013.
Shareholders who are resident in a Prohibited Territory will receive automatically the B Share Dividend and need take no action in respect of making an election.
Option 2: Initial Redemption
If shareholders elect for this option in respect of some or all of their B Shares, those B Shares will be redeemed by Rexam on 4 February 2013 at 45 pence per B Share. It is expected that the proceeds shareholders receive on redemption will generally be treated as capital for United Kingdom tax purposes. The payment date in respect of the Initial Redemption is expected to be 11 February 2013.
Option 3: Final Redemption
If shareholders elect for this option in respect of some or all of their B Shares, those B Shares will be redeemed by Rexam on 8 April 2013 at 45 pence per B Share. It is expected that the proceeds shareholders receive on redemption will generally be treated as capital for United Kingdom tax purposes. The payment date in respect of the Final Redemption is expected to be 15 April 2013.
The Share Capital Consolidation
The Existing Ordinary Shares will be consolidated such that shareholders will receive 9 New Ordinary Shares for every 10 Existing Ordinary Shares held on the Record Date. This will reduce the number of shares which all shareholders hold. The intention of the Share Capital Consolidation is to help, so far as possible, make the market price of an Ordinary Share remain approximately the same and to maintain comparability of other Company data such as earnings and dividends per share before and after the Return of Cash. The ratio used for the Share Capital Consolidation has been set by reference to Rexam's closing middle market price on 7 January 2013. Shareholders will continue to own approximately the same proportion of Rexam's Ordinary Shares immediately after the Share Capital Consolidation as they did prior to it.
The New Ordinary Shares will be equivalent in all material respects to the Existing Ordinary Shares, including their voting, dividend and other rights. Application will be made for the New Ordinary Shares to be admitted to the Official List of the UK Listing Authority and to trading on the London Stock Exchange's market for listed securities, with dealings expected to commence on Monday 28 January 2013. The B Shares will not be admitted to trading.
Expected timetable of principal events:
Latest time and date for receipt of Form of Proxy or CREST Proxy Instruction for General Meeting
2.30pm Tuesday 22 January
2.30pm Thursday 24 January
Latest time and date for dealings in Existing Ordinary Shares
4.30 pm Friday 25 January
Record Date for the Capital Reorganisation and B Share Record Date
6.00pm Friday 25 January
New Ordinary Shares admitted to the Official List and admitted to trading on the London Stock Exchange's market for listed securities
8.00am Monday 28 January
Latest time and date for receipt of Election Forms and/or TTE instructions from CREST holders in relation to the B Share Options and the Election Form Effective Date
4.30pm Friday 1 February
Despatch of cheques and bank accounts/CREST accounts credited (Option 1 and Option 2)
Monday 11 February
Despatch of cheques and CREST accounts credited (Option 3)
Monday 15 April
The Circular setting out full details of the Return of Cash will be posted to shareholders today.
Copies of the Circular will be available for inspection during normal business hours on any weekday (public holidays excepted) at the offices of Allen & Overy LLP, One Bishops Square, London E1 6AD and at the registered office of the Company later today up to and including the date of the General Meeting and will also be available for inspection for at least 15 minutes before as well as during the General Meeting. A copy of the Circular will also be available on the Company's website, www.rexam.com, and will be submitted to the National Storage Mechanism, where it will be available for inspection at www.Morningstar.co.uk/uk/nsm.
Terms used in this announcement but which are otherwise undefined shall have the same meanings as set out in the Circular.
Neither the Ordinary Shares nor the B Shares have been or will be registered under US Securities Act of 1933 as amended (the Securities Act) or the securities laws of any other US jurisdiction, and none of them may be offered or sold in the United States unless pursuant to an exemption from, or in a transaction not subject to the registration requirements of, the Securities Act.
The release, publication or distribution of this announcement in certain jurisdictions may be restricted by law and therefore persons in such jurisdictions into which this announcement is released, published or distributed should inform themselves about and observe such restrictions.
This announcement does not constitute, or form part of, an offer to sell or the solicitation of an offer to 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.
Sandra Moura, Head of Investor Relations, Rexam
+44 20 7227 4100
Jonathan Thornton, Head of Communications, Rexam
+44 20 7227 4100
Katharine Wynne, Tulchan Communications
+44 20 7353 4200
Martin Robinson, Tulchan Communications
+44 20 7353 4200
Ravi Gupta, Rothschild
+44 20 7280 5000
Yuri Shakhmin, Rothschild
+44 20 7280 5000
Lewis Burnett, Credit Suisse Securities (Europe) Limited