Checkit Regulatory News (CKT)

23 Jun 2005 15:13

Elektron PLC23 June 2005 FOR IMMEDIATE RELEASE 23 June 2005 ELEKTRON PLC ("Elektron" or the "Company") Proposed consolidation and sub-division of the Company's existing ordinary shares of 5p each The Company announces that it is writing to shareholders setting out proposalsto consolidate and then sub-divide the Company's share capital. These proposalswill be voted upon at the Company's forthcoming Annual General Meeting ("theAGM"), which will be held at 3.00 pm on Thursday 28 July 2005 at Alfreds Way,Barking, Essex IG11 0AZ. Share Consolidation The Company currently has just over 2,800 shareholders. Of these almost 1,250shareholders have registered holdings of less than 2,000 ordinary shares,representing some 45% of the total number of shareholders but less than 1.5% ofthe issued ordinary shares. As at the close of business on Friday 17 June 2005,a shareholding of 2,000 ordinary shares was worth £230 at the mid-market price. The Board believes that for a company of its size, it is not in the Company'sbest interests to continue to bear the significant costs of servicing such alarge shareholder base. The Board also believes that, due to their smallholdings, many of such shareholders may have considered selling their ordinaryshares but have decided not to do so in the light of disproportionate dealingand administration costs relating to such a sale. The Board is therefore proposing a restructuring of the Company's ordinaryshares, the effect of which will be to reduce the number of shareholders henceachieving costs savings for the Company, whilst at the same time returningvalue, free from transaction costs, to those smaller shareholders. It isproposed to achieve this by first consolidating every 2,000 ordinary shares of5p each into one Consolidated Share of £100. As a consequence of the consolidation, if a shareholder holds less than 2,000ordinary shares at the time the proposed consolidation takes effect, he or shewill not receive any new Consolidated Shares in the Company but will receive afractional entitlement to a Consolidated Share, which will be aggregated withother such fractional entitlements and sold by the Company on his or her behalf.With a view to maximizing the sale price of such fractional shares, the Companywill itself then purchase those fractional entitlements at the equivalentmid-market price for the Consolidated Shares on the day preceding the purchase. If a shareholder holds more than 2,000 ordinary shares at the time the proposedconsolidation takes effect, then unless his or her shareholding is exactlydivisible by 2,000 he or she will be left with a whole number of ConsolidatedShares together with a fractional entitlement to a Consolidated Share, all ofwhich will be converted into New Ordinary Shares in the sub-division describedbelow, which will follow the consolidation.The Record Date for the proposed consolidation will be the close of business on5 August 2005 and, if approved by shareholders, the proposed consolidation willbecome effective at that time, to be followed immediately thereafter by the saleand purchase of the fractional Consolidated Shares, and then the sub-division,each of which are described further below. The Record Date for the finaldividend is 8 July 2005, and therefore the consolidation and associated matterswill have no bearing on dividend entitlements. Sale and Purchase of Fractional Consolidated Shares Holders of only fractional entitlements to Consolidated Shares will receive aproportional payment for their fractional share entitlement by cheque within 14days of the consolidation taking place, and all such fractional entitlements toConsolidated Shares which are purchased by the Company will either be cancelledor held in treasury and converted into New Ordinary Shares in the sub-divisiondescribed below. Share Sub-division In order to avoid the share consolidation having a detrimental effect on themarket price of the Company's shares, and to avoid any confusion that mightotherwise arise from the share consolidation, the Board is proposing that,immediately following the consolidation and the sale and purchase of thefractional Consolidated Shares by the Company, each Consolidated Share of £100each will be subdivided into 2,000 New Ordinary Shares of 5p each. The RecordDate for the sub-division will be the same as for the consolidation. Share Rights The New Ordinary Shares created by the consolidation and sub-division of theCompany's existing ordinary shares will have the same rights as the existingordinary shares including rights relating to dividends and voting, and theproposed consolidation and sub-division is subject to and conditional upon theNew Ordinary Shares being admitted to trading to AIM. It is expected thatdealings in the existing ordinary shares will continue until close of businesson the Record Date and that admission of the New Ordinary Shares will becomeeffective and dealings for normal settlement will commence at 8 am on the dateone business day after the Record Date. Expected Timetable of Events Latest time and date for receipt of forms of proxy 3.00 pm on 26 July 2005Annual General Meeting 3.00 pm on 28 July 2005Record Date for the Share Consolidation 4.30 pm 5 August 2005Share Consolidation 5 August 2005Sale and Purchase of fractional entitlements 5 August 2005Share Sub-division 5 August 2005Commencement of dealings in New Ordinary Shares 8.00 am 8 August 2005CREST accounts credited with New Ordinary Shares 8 August 2005Payment (where applicable) of fractional entitlements, by 19 August 2005despatch of certificates for New Ordinary Shares Significant Shareholdings The following shareholders have indicated that they will vote in favour of theproposed consolidation: Shareholder Percentage shareholding Panther Securities Plc and related parties 14.97%Mr. J Kinder 13.40%Trustees of the A F Bulgin Settlements 8.25%Rathbone Nominees 5.23%Mr. & Mrs. R A R Bulgin 3.45% Recommendation The Directors of the Company consider that the proposed consolidation, purchaseof own shares, and sub-division of the Company's shares are in the bestinterests of the Company. Accordingly the Directors unanimously recommend thatshareholders vote in favour of the Resolutions set out in the Notice of the AGMas they intend to do in respect of their own beneficial shareholdings of2,795,562 representing 3.7% of the existing issued share capital of the Companyand non-beneficial holdings of 664,500 shares representing 0.9% of the existingissued share capital of the Company. Notice of an Annual General Meeting Notice of the Annual General Meeting of the Company in the premises of ElektronPlc, Alfreds Way, Barking, Essex, IG11 0AZ on Thursday 28 July 2005 at 3pm isincluded on page 33 of the annual report and accounts which are also being sentto shareholders. ENDS For further information please contact:Adrian Girling Christopher LeighExecutive Chairman Finance DirectorElektron Plc Elektron PlcTel: 0208 477 9300 Tel: 0208 477 9300 Michael CornishBeaumont Cornish LimitedTel: 0207 628 3396 This information is provided by RNS The company news service from the London Stock Exchange