REG-Roxboro Group PLC Circular posted
Date/Range: 6-SEP-2005
Short Abstract: REG-Roxboro Group PLC Circular posted
RNS Number:9278Q
Roxboro Group PLC
06 September 2005
6 September 2005
THE ROXBORO GROUP PLC
THE ROXBORO GROUP PLC POSTS CIRCULAR TO SHAREHOLDERS
Introduction
Further to its announcement of 25 August 2005, The Roxboro Group PLC, the
international specialist electronics group, has today posted its Class 1
Circular (the “Circular”) to its Shareholders in respect of the proposed
disposal of the Solartron Group to Ametek, Return of Cash of 150 pence per share
to Ordinary Shareholders (to be effected via the C Share Issue, the Capital
Reduction and the Special Dividend), change of name of Roxboro and the New
Employee Share Scheme. The Circular also includes details of certain Board
changes which are expected to become effective following the 2nd EGM.
The 1st Extraordinary General Meeting to consider the Disposal will be held on
26 September 2005.
The 2nd Extraordinary General Meeting to consider the C Share Issue and the
Capital Reduction, the change of name of Roxboro to Dialight plc and the
adoption of the New Employee Share Scheme will be held on 29 September 2005.
A B Shareholder class meeting to seek consent to certain matters relating to the
C Share Issue and the Capital Reduction will be held on 29 September 2005.
Details of the EGMs and the Class Meeting are set out in the Circular to
Shareholders.
Information on the Return of Cash
Following the Disposal, the Group will not have sufficient distributable
reserves to effect a return of cash in an amount that the Board wishes to make.
Therefore the Board considered the methods available to Roxboro for effecting
the return of cash to Ordinary Shareholders and concluded, taking all factors
into account, that the C Share Issue, the Capital Reduction and the Special
Dividend collectively are the most suitable method available and treat all
Ordinary Shareholders equally.
The Capital Reduction is subject to Court approval. Assuming the approval of the
Court is received and the Capital Reduction and payment of the Special Dividend
are implemented in full, Ordinary Shareholders will receive 150 pence per
Ordinary Share held on the Record Date, on the following basis:
For every Ordinary Share held on the Record Date 86 pence in cash in respect
of the cancellation of each
C Share; and
64 pence in cash by way of
the Special Dividend.
The Company proposes a capitalisation of the Company’s entire share premium
account and the ”other reserves” to create the C Shares. Each Ordinary
Shareholder on the register at the Record Date will receive one C Share for each
Ordinary Share held on the Record Date. Share certificates in respect of the C
Shares will not be issued. The C Shares will be in registered form but will
neither be admitted to the Official List of the London Stock Exchange nor to
trading on the London Stock Exchange’s market for listed securities and will be
transferable only with the consent of the Company Secretary.
Thereafter, subject to the confirmation of the Court, the share capital of the
Company will be reduced by cancelling the C Shares in consideration for a cash
payment to holders of C Shares on the Record Date of 86 pence per C Share
totalling approximately £26.7 million (assuming all options are exercised), with
the balance of the nominal value of the C Shares being transferred to reserves.
Furthermore, subject to the confirmation of the Court, the entire capital
redemption reserve of Roxboro (which stands at approximately £40.4 million) will
be cancelled, which will increase the distributable reserves of Roxboro by the
same amount. Subject to the creation of these distributable reserves, Roxboro
will pay Ordinary Shareholders on the register of members on the Record Date a
Special Dividend of 64 pence per Ordinary Share.
Shareholders should note that the Company has agreed with the London Stock
Exchange that the Ordinary Shares will continue to trade ”cum” the entitlement
to the Return of Cash (both through the payment of the Special Dividend and the
Capital Reduction) in the period between the Record Date and the expected
effective date for the Capital Reduction. As such, subject to the confirmation
of the Court, it is expected that the Ordinary Shares will trade ”ex”
entitlement to the Capital Reduction and Special Dividend from 28 October 2005.
Therefore, Shareholders on the Record Date who sell their Ordinary Shares prior
to the ”ex” date will be required to pass on the proceeds from the Return of
Cash to the purchaser of the Ordinary Shares via market claims.
The Directors fully expect that the Court will confirm the Capital Reduction.
However, if the Court does not confirm the Capital Reduction, the share capital
of the Company will automatically be re-organised. This will be effected by each
C Share being redesignated and consolidated with the existing Ordinary Shares to
form an Ordinary Share of 1.89 pence plus the nominal amount of the C Share,
having the same rights and restrictions as those attached to the existing
Ordinary Shares as set out in the Company’s Articles of Association. The special
resolution to be approved at the 2nd EGM also grants Roxboro equivalent
authorities with regard to the post-amalgamation Ordinary Shares to allot shares
and purchase its own shares to those currently granted for the Ordinary Shares.
The effect of the redesignation and consolidation described above will be to
leave Ordinary Shareholders holding the same number of Ordinary Shares as will
be held immediately prior to the C Share Issue. In the event that the Capital
Reduction does not take effect, the Directors will consider other means of
returning cash to Ordinary Shareholders taking into account the best interests
of the Shareholders as a whole.
The Directors have been advised that the issue of the C Shares will not give
rise to taxation for any Shareholder. The cancellation of the C Shares pursuant
to the Reduction of Capital will be treated for UK tax purposes as a disposal by
Shareholders of the C Shares. This may give rise to a gain chargeable to tax in
the UK. The cancellation of the Company’s capital redemption reserve pursuant to
the Reduction of Capital will not have any tax consequences for Shareholders.
The payment of the Special Dividend out of the distributable reserves created by
the cancellation of the C Shares and the Company’s capital redemption reserve
will give rise to a charge to tax on income.
The Circular contains further information in relation to the Disposal, the C
Share Issue, the Capital Reduction and the Special Dividend.
Expected timetable of key events
It is currently anticipated that the Disposal, the Return of Cash and the other
Proposals will proceed in accordance with the following timetable:
Latest time and date for receipt of Forms of Proxy for the 1st EGM 9.30 a.m. on 24 September 2005
1st EGM 9.30 a.m. on 26 September 2005
Date of Completion on or around 26 September 2005
Latest time and date for receipt of Forms of Proxy for the 2nd EGM 9.30 a.m. on 27 September 2005
Latest time and date for receipt of Forms of Proxy for the Class Meeting 9.35 a.m. on 27 September 2005
2nd EGM 9.30 a.m. on 29 September 2005
Class Meeting 9.35 a.m. on 29 September 2005
Change of name expected to become effective on or around 29 September 2005
Final date for exercise of options to participate in the Return of Cash 19 October 2005
Record Date for the Capital Reduction in respect of the C Shares and the 6.00 p.m. on 25 October 2005
Special Dividend
Court hearing to approve the Capital Reduction and related matters 26 October 2005
Expected effective date of the Capital Reduction 27 October 2005
Ordinary Shares expected to trade ”ex” entitlement to the Capital Reduction 28 October 2005
in respect of the C Shares and Special Dividend
Latest expected date of despatch of cheques and proceeds credited to CREST by 11 November 2005
accounts in respect of entitlements pursuant to the Capital Reduction
Latest expected date of despatch of cheques in respect of entitlements pursuant by 11 November 2005
to the Special Dividend
A copy of the Circular has been submitted to the UK Listing Authority and will
shortly be available for inspection at the UK Listing Authority’s Document
Viewing Facility which is situated at: the Financial Services Authority, 25 The
North Colonnade, Canary Wharf, London E14 5HS, telephone 020 7066 1000.
Enquiries:
Roxboro
Harry Tee 01480 447 490
Alf Vaisey 01480 447 490
Close Brothers
Andrew Cunningham 020 7655 3100
Shane Lawlor 020 7655 3100
JPMorgan Cazenove
Julian Cazalet 020 7588 2828
Patrick Magee 020 7588 2828
gcg hudson sandler
Alistair Mackinnon-Musson 020 7796 4133
Philip Dennis 020 7796 4133
E-mail: Roxboro@hspr.co.uk
Close Brothers Corporate Finance Limited, which is regulated in the United
Kingdom by The Financial Services Authority, is acting exclusively for The
Roxboro Group PLC and for no one else in relation to the Disposal and will not
be responsible to anyone other than The Roxboro Group PLC for providing the
protections afforded to clients of Close Brothers Corporate Finance Limited or
for providing advice in relation to the Disposal or on any matter referred to
herein.
JPMorgan Cazenove, which is regulated in the United Kingdom by The Financial
Services Authority, is acting exclusively for The Roxboro Group PLC and for no
one else in relation to the Return of Cash and will not be responsible to anyone
other than The Roxboro Group PLC for providing the protections afforded to
clients of JPMorgan Cazenove or for providing advice in relation to the Return
of Cash or on any matter referred to herein.
DEFINITIONS
The following definitions apply throughout this announcement:
“Agreement” the sale and purchase agreement relating to the Disposal dated 25
August 2005 between Roxboro, Solartron Analytical Limited, Solartron
Analytical Inc., ISA Controls Limited, Solartron Metrology Inc., the
UK Purchaser and Ametek;
“Ametek” Ametek, Inc.;
“B Shares” redeemable, non-cumulative preference shares of 75p each in the
capital of Roxboro;
“B Shareholders” the holders of B Shares;
“Board” or “Directors” the directors of Roxboro for the time being;
“C Share Issue” the proposed capitalization of sums standing to the credit of
Roxboro’s share premium account and “other reserves” into fully paid
up C Shares to be issued to Ordinary Shareholders on the basis of one
C Share for each Ordinary Share held at the Record Date;
“C Shares” the C Shares in the capital of the Company to be issued to Ordinary
Shareholders pursuant to the C Share Issue;
“Capital Reduction” the proposed capital reduction to be effected by a cancellation of the
C Shares and the proposed cancellation of the capital redemption
reserve of the Company (in accordance with Chapter IV of Part V of
the Act) each of which will become effective upon the registration by
the Registrar of Companies of a Court Order confirming the reduction;
“Class Consent” the consent of the B Shareholders to the proposed amendment to the
rights and restrictions of the B Shares set out in Roxboro’s Articles
of Association, to be sought at the Class Meeting or otherwise under
Roxboro’s Articles of Association;
“Class Meeting” the extraordinary general meeting of B Shareholders in relation to the
Class Consent to be held at 9.35 a.m. on 29 September 2005 or, if
later, five minutes after the 2nd EGM shall have been concluded or
adjourned;
”Close Brothers” Close Brothers Corporate Finance Limited;
“Completion” completion of the Disposal;
“Court” the High Court of Justice in England and Wales;
“Court Order” the order of the Court confirming the Capital Reduction;
“CREST” the relevant system (as defined in the Uncertificated Securities
Regulations 2001) in respect of which CRESTco Limited is the Operator
(as defined in such Regulations);
“Disposal” the proposed disposal of the Solartron Group on the terms set out in
the Agreement;
“1st EGM” the extraordinary general meeting of Roxboro in relation to the
Disposal to be held at 9.30 a.m. on 26 September 2005, notice of which
is set out at the end of this document (or any adjournment of such
meeting);
“2nd EGM” the extraordinary general meeting of Roxboro in relation to amending
Roxboro’s Articles of Association, the C Share Issue, the Capital
Reduction, the change of name of Roxboro and the New Employee Share
Scheme, to be held at 9.30 a.m. on 29 September 2005, notice of which
is set out at the end of this document (or any adjournment of such
meeting);
”EGMs” or ”Extraordinary both the 1st EGM and the 2nd EGM;
General Meetings”
”Forms of Proxy” the three proxy forms (white form for the 1st EGM, pink form for the
2nd EGM and blue form for the Class Meeting) enclosed with this
document for use by Shareholders in connection with the EGMs and the
Class Meeting (as appropriate);
“FSMA” Financial Services and Markets Act 2000 (as amended);
”JPMorgan Cazenove” JPMorgan Cazenove Limited;
”London Stock Exchange” London Stock Exchange plc;
”New Employee Share Scheme” the Performance Share Plan, proposed to be introduced following the
maturity of the Roxboro Share Option Schemes;
”Official List” the official list maintained by the UK Listing Authority for the
purposed of Part VI of FSMA
”Ordinary Shares” ordinary shares of 1.89 pence each in the share capital of Roxboro;
“Ordinary Shareholders” the holders of Ordinary Shares;
”Proposals” the Disposal, the change of name of the Company to Dialight plc, the C
Share Issue, the Reduction of Capital, the Special Dividend, the New
Employee Share Scheme, the proposed Board changes, the Class Consent
and the convening of the EGMs and the Class Meeting taken as
a whole;
”Record Date” 6.00 p.m. (in respect of the Ordinary Shares) and 7.00 p.m. (in
respect of the C Shares) on 25 October 2005 or, in each case, such
other time and date as the Directors may determine;
”Return of Cash” the return of a maximum of £46.6 million of cash to Ordinary
Shareholders to be effected by the issue and cancellation of the C
Shares and the Special Dividend;
”Roxboro” or the ”Company” The Roxboro Group PLC;
”Roxboro Group” or ”Group” Roxboro and its subsidiaries;
”Shareholders” the holders of Ordinary Shares, B Shares and/or C Shares as the
context may require;
”Special Dividend” the proposed special interim dividend to be paid to Ordinary
Shareholders on the register of members on the Record Date subject to
the Capital Reduction becoming effective;
”Solartron” or ”Solartron Solartron Metrology Limited and its subsidiaries and the assets and
Group” businesses of Solartron Metrology Inc., Solartron Analytical Limited,
Solartron Analytical Inc. and ISA Controls Limited;
“UK Purchaser” EMA Holdings UK Limited, a wholly owned subsidiary of Ametek.
This information is provided by RNS
The company news service from the London Stock Exchange