ENGI.L Regulatory News (ENGI)

25 Feb 2005 12:50

Billam PLC25 February 2005 Billam Plc 25 February 2005 Share Consolidation and subdivision Billam Plc ("the Company") has today sent a circular to shareholders conveningan Extraordinary General Meeting (EGM) for 23 March 2005. In the Company's announcement of the final results for the year ended 31December 2004, the Chairman, Victor Beamish, referred to a proposed furtherconsolidation of the Company's Ordinary Shares. The Company has a substantial number of small shareholders, many of whom ownless than 500 Ordinary shares. The Board believes that many smaller shareholdersmay maintain their holdings only because dealing costs can make realising theirholding unattractive or uneconomic. The Directors also consider the expense ofmaintaining the Company's current share register is a significant cost to theCompany. They believe that these costs will be significantly reduced by theproposed share consolidation and subdivision, and should assist in decreasingthe bid/offer spread and therefore improve the attractiveness of the NewOrdinary Shares. The Company has arranged for a special share dealing service which is beingoffered by Computershare Investor Services PLC to shareholders with 500 or fewershares allowing them to sell at no cost and buy without commission prior to theconsolidation and subdivision taking place. It will therefore be possible forthose smaller shareholders who wish to retain a relatively small interest in theCompany to do so. Details have been sent to all eligible shareholders. A resolution will be proposed at the EGM which sets out the proposed steps forthe Share Consolidation and Subdivision. It will be proposed that every 500Existing Ordinary Shares are consolidated and redesignated as one IntermediateOrdinary Share of £50. Unless a shareholder's holding of ordinary shares isexactly divisible by 500 he/she will be left with a fractional entitlement tothe Intermediary Shares if the resolution is approved. These fractions will beaggregated and sold in the market on the shareholder's behalf and, where theamount of the proceeds is £2.00 or more, the net proceeds (after brokeragecharges) will be returned to the shareholder in proportion to his/her fractionalentitlement. Proceeds of less than £2.00 will be retained by the Company andused to offset the cost of undertaking the share consolidation and subdivision. Assuming that the Consolidation and Sub-division is approved at the EGM it isexpected that after close of business on Friday 8 April, the Record Date, theOrdinary Shares will be consolidated into Intermediate Ordinary Shares.Fractions of Intermediate Ordinary Shares (any holding or part holding ofOrdinary Shares not exactly divisible by 500) will be aggregated, wherepossible, and sold. Further details of the treatment of fractional entitlementsare set out below. Before start of business on Monday 11 April each IntermediateOrdinary Share will then be sub-divided into 250 New Ordinary Shares. Trading in the New Ordinary Shares is expected to commence on 11 April 2005.Following the Consolidation and Sub-division, share certificates will be calledin and new share certificates will be issued. For Shareholders who hold sharesthrough the CREST system, the New Ordinary Shares are expected to be entitled toCREST accounts by 11 April 2005. After the Record Date and pending the receiptof new certificates, transfers of New Ordinary shares held in certificated formwill be certified against the register of members of the Company. Shareholders are, of course, free at any time on or before 8 April 2005 topurchase or sell such number of Existing Ordinary Shares as will result in theirholding of Ordinary Shares being exactly divisible by 500. In this event theshareholder will not be left with any fractional entitlements. However,shareholders must ensure that all transfers are registered with ComputershareInvestor Services PLC by 5.30pm on 8 April 2005. The New Ordinary Shares will have the same rights as those currently accruing tothe Existing Ordinary Shares under the Company's articles of association. Recommendation The Board believes the proposal is in the best interests of shareholders.Accordingly, the Directors unanimously recommend that you vote in favour of theresolution to be proposed at the Extraordinary General Meeting as they intend todo in respect of their own beneficial shareholdings. Enquiries Billam Plc 020 7336 1300Angus Forrest Bishopsgate Communications 020 7430 1600Maxine Barnes / Dominic Barretto This information is provided by RNS The company news service from the London Stock Exchange