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27 Aug 2008 15:48
FBD Holdings plc
Return to Shareholders
27 August 2008
The Board of FBD Holdings plc ("FBD" or "the Company") today announced that it had decided to distribute €1.50 per share, amounting to €49.8 million via a tax efficient mechanism (hereinafter referred to as the "Return").
A Circular will be posted to shareholders on 10 September 2008 setting out the details of the Return and the options available to shareholders. Briefly these can be summarised as follows:
The Company will issue "A" Ordinary Shares of €0.01 each at par to the holders of Ordinary Shares of €0.60 each on the basis of one new "A" Ordinary Share for each Ordinary Share held on the record date.
The issue of the "A" Ordinary Shares of €0.01 each will be funded by the declaration of an interim dividend on the Ordinary Shares of €0.0125 per share, before any dividend withholding tax. This interim dividend will have the same record date. The net dividend payable after dividend withholding tax will be applied to the subscription price payable to the Company for each "A" Ordinary Share to be issued. Shareholders who are exempt from dividend withholding tax (currently 20%) will receive the balance of this interim dividend in the normal way.
The Company will purchase the "A" Ordinary Shares for €1.50 per share. All such shares purchased will be cancelled by the Company. This is the default position.
Rather than have their "A" Ordinary Shares purchased, shareholders can elect (by completing and returning an Election Form) to receive a Special Dividend of €1.49 per "A" Ordinary Share instead and will remain the holders of their "A" Ordinary Shares afterwards. The "A" Ordinary Shares have very limited rights and have a value of €0.01 only. It is not intended to apply for any listing for the "A" Ordinary Shares. They are not transferable under any circumstances except to the Company only.
Fuller details, including the taxation implications of the two alternatives briefly described above, will be included in the circular to be posted to shareholders.
Expected Timetable of Principal Events
| Record Date for the Return |
5 September 2008 |
| Posting of Circular and Election Forms |
10 September 2008 |
| Latest time and date for receipt of Election Forms |
1 October 2008 at 12.00 noon |
| Issue of "A" Ordinary Shares |
10 October 2008 |
| Date of purchase of "A" Ordinary Shares |
10 October 2008 |
| Special Dividend declared and paid on the "A" Ordinary Shares |
10 October 2008 |
| Despatch of cheques in respect of the proceeds of the Special Dividend |
17 October 2008 |
| Despatch of cheques in respect of the proceeds from the purchase of the "A" Ordinary Shares |
17 October 2008 |
For Reference Telephone
FBD
Conor Gouldson, Company Secretary +353 1 409 3200
ENDS
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