ABBY.L Regulatory News (ABBY)

26 Oct 2007 13:21

Abbey PLC26 October 2007 Abbey plc ("Abbey" or "the Company") Proposed Authority to Buy Back Ordinary Shares and Related Matters Notice of Extraordinary General Meeting The Board of Abbey announces that it has determined that it would be in theCompany's best interests to put in place the authority to repurchase aproportion of the Company's own shares. The authority being sought would beutilised only when appropriate financial and stock market conditions prevail andwhen the Board determine that share repurchases are in the interests of theCompany and its Shareholders as a whole. The Company does not currently have anyroutine repurchase authority in place, and last repurchased shares in July, 2006under the authority sought and received in June, 2005. Having share buy back authority in place would mean that the Company would be ina position to respond to volatile market conditions such as those which occurredduring the month of September, 2007 when Abbey's share price depreciated byapproximately 26%, and to help stimulate liquidity in the Company's shares,while also enhancing earnings per share. A share buy back programme would alsoprovide Shareholders with the flexibility, but without any compulsion, torealise value in respect of all or some of their shareholdings and is a taxefficient method of returning surplus cash to Shareholders. The Company is seeking approval to buy back up to 14.99% of its issued sharecapital over an eighteen month period. For illustrative purposes, based on theexisting market price of €6.95 per Ordinary Share (the last dealt price on theIrish Stock Exchange on 24 October, 2007) maximum utilisation of this authoritywould represent a return of capital of approximately €31,689,619.97 million(assuming the repurchase price paid for each Ordinary Share repurchased was 105%of the market price). Whether or not this amount of capital is returned, andthe timing of such returns will depend, inter alia, on market conditions (inparticular Shareholder appetite) and the discretion of the Board. Anypurchases will be made only from funds not required for other purposes and inthe light of prevailing market conditions. The largest shareholder in Abbey, Gallagher Holdings Limited ("GallagherHoldings"), which is interested in approximately 35.09% of the existing issuedshare capital of the Company, is understood to be unlikely to participate in anyshare buy back programme. Accordingly, waivers from the potential obligationunder Rule 37 of the Irish Takeover Rules (which obligations would arise wherethe percentage represented by the relevant shareholder increases by more than0.05% in any twelve month period by reason of the purchase by the Company of itsown shares) for Gallagher Holdings or any persons deemed to be acting in concertwith it (which includes for so long as a share buy back is proposed or beingimplemented under the Takeover Rules, all of the directors of Abbey) to make anoffer for the balance of the share capital, has been sought from the IrishTakeover Panel. These waivers have been granted and, subject to variousconditions, including the approval of independent shareholders, permits anincrease in the percentage represented by the interests of Gallagher Holdingsand persons deemed to be acting in concert with it to in aggregate 41.45% (or41.52% including the Abbey directors) (assuming full utilisation of the buy backauthority). A document containing further details on the proposed buy back authority and onthe waiver, and convening an extraordinary general meeting of the Company, isbeing posted to Shareholders today and will be available for collection for onemonth from the registered offices of the Company at 26/28 North Wall Quay,Dublin 1, Ireland and at the head office of the Company at Abbey House, 2Southgate Road, Potters Bar, Herts EN6 5DU, United Kingdom. The Extraordinary General Meeting will be held at The Conrad Hotel, EarlsfortTerrace, Dublin 2 Ireland, at 10.30 a.m. on 19 November, 2007. For Reference: Abbey plc: Davy Corporate Finance:Charles Gallagher/Brian Hawkins Eugenee Mulhern/Brian GarrahyTel: +44 1707 651266 Tel: + 353 1 679 6363 This information is provided by RNS The company news service from the London Stock Exchange