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25 Feb 2015 07:02
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25 February 2015
MICROGEN plc
("Microgen" or the "Company")
RETURN OF VALUE TO SHAREHOLDERS OF Β£20 MILLION VIA A PROPOSED B AND C SHARE SCHEME
Further to today's preliminary results announcement the Board proposes to return to shareholders approximately Β£20 million in cash (equivalent to 27 pence per share) ("Return of Value") by way of a B and C share scheme. The Return of Value will be accompanied by a proportional share consolidation to maintain broad comparability of the share price before and after the creation of the B and C shares.
Microgen announces that it is today posting the circular to its shareholders containing details of the Return of Value. Key elements are as follows:
Β· Shareholders, other than those in certain overseas territories and subject to certain further restrictions detailed in the circular, can elect to receive their Return of Value proceeds either: (i) from the redemption of B shares by Microgen, (ii) by way of a C share dividend; or (iii) any combination of the two alternatives;
Β· Shareholders in certain overseas territories and shareholders who fail to make an election will be deemed to have elected for C shares;
Β· The B and C share scheme is conditional upon shareholder approval, which will be sought at a general meeting of the Company to be held at 10.30 a.m. on 18 March 2015;
Β· The latest time and date for receipt of shareholders' forms of proxy and CREST proxy instructions is 10.30 a.m. on 16 March 2015;
Β· The latest time and date for receipt of shareholders' elections for B shares is 1.00 p.m. on 18 March 2015; and
Β· Cheques are expected to be despatched to shareholders, BACS payments are expected to be made to shareholders and CREST accounts are expected to be credited by 1 April 2015.
In order to maintain (subject to market fluctuations) the market price for Existing Ordinary Shares at approximately the same level as prevailed immediately prior to the implementation of the B and C share scheme, a proportional share capital consolidation of the Company's Existing Ordinary Shares is also proposed. Shareholders will receive 7 New Ordinary Shares in substitution for every 9 Existing Ordinary Shares held at the Record Time.
A circular setting out full details of the B and C share scheme will be despatched to shareholders later today, including a notice convening a general meeting of the Company, to be held at Old Change House, 128 Queen Victoria Street, London, EC4V 4BJ at 10.30 a.m. on 18 March 2015. The circular will also be available at Microgen's website at www.microgen.com. A copy of the circular will be submitted to the National Storage Mechanism and will shortly be available for inspection at: http://hemscott.com/nsm.do
Words and expressions defined in the circular shall have the same meaning when used in this announcement unless the context otherwise requires.
Contacts
Martyn Ratcliffe, Chairman 020-7496-8100
Philip Wood, Group Finance Director
Β
Lucy Delaney, FTI Consulting 020-3727-1131
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