RE: B share scheme info26 Jan 2018 09:50
How is the cash returned to Shareholders?
Once the B Shares are created, Shareholders are often given three options an income option, a immediate capital option and a deferred capital option. The amount of cash they receive will be the same under each option so the dividend paid on the B shares will be the same as the amount for the redemption or repurchase of the shares.
Income Option
Where shareholders elect for an income receipt a dividend is usually declared on the B shares equal to the amount of value to be returned. After the dividend has been paid the B shares automatically convert into deferred shares with limited rights and negligible value which can be repurchased by the company (or redeemed provided the B shares were not created from non redeemable shares). The dividend has to be paid from the company�s distributable reserves. Under the Companies Act 2006, the company may only make a distribution out of profits available for that purpose.
Immediate Capital Option
Where shareholders elect for this option, they receive a payment for their shares and these are either repurchased or redeemed by the company. They can only be redeemed if they were issued as redeemable shares. In addition, to ensure the redemption is treated as a capital payment:
the B shares must be issued by way of a bonus issue out of share premium account and not from any income type reserve (which may include a capital redemption reserve); and
the nominal value of the redeemable shares created must be equal to the aggregate amount of cash being returned as any redemption at a premium will give rise to an income distribution.
In addition redeemable shares can only be redeemed by public companies out of distributable profits or proceeds of a fresh issue of shares. The advantage of redemption over repurchase for the company is that it will not have to pay stamp duty on the value of the B shares redeemed.
Where there are insufficient reserve to create shares with an aggregate nominal value equal to the amount to be returned, a bonus issue can be used to create B shares with a low nominal value which are then purchased by the company�s broker or principal who on-sells them to the company. Provided the broker is acting as principal and acquire beneficial ownership of the shares, the sale will usually constitute a capital gains disposal.