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15 Dec 2022 10:51
Future plc
15 December 2022
Future plc
("Future" or the "Company")
Proposed Capital Reduction and Notice of Annual General Meeting
15 December 2022
Future announces that later today it will post its annual report (the "Annual Report") to shareholders, incorporating a notice of the annual general meeting (the "AGM"), regarding, amongst other items, a proposed capital reduction. The AGM will be held at 11am on 8 February 2023.
The proposed capital reduction, if approved by shareholders, would create additional distributable reserves to provide exibility for future dividend payments and/or share buybacks. In seeking approval of the Reduction of Capital, the Directors are not indicating any commitment, and, at the date of this announcement, do not have any immediate intention, to make any distributions (other than the recommended final dividend of 3.4p per share for the year ended 30 September 2022, payable on 14 February 2023 to all shareholders on the register at close of business on 20 January 2023, subject to shareholder approval at the AGM on 8 February 2023 as previously announced on 30 November 2022), or to buy back any Ordinary Shares.
The process comprises: (i) the cancellation of the entire amount standing to the credit of the Company's share premium account (the "Share Premium Reduction") and (ii) the capitalisation of the entire amount standing to the credit of the Company's merger reserve by issuing B ordinary shares in the capital of the Company and the subsequent cancellation of such B ordinary shares (the "Merger Reserve Reduction"). The Share Premium Reduction and the Merger Reserve Reduction together comprise the "Capital Reduction".
The Capital Reduction is conditional upon the passing of the resolutions set out in the notice of the AGM by the Company's shareholders, as well as approval being obtained in the Companies Court, London (the "Court").
It is expected that the Capital Reduction, if approved by shareholders and confirmed by the Court, will create additional distributable reserves to the value of £669,820,258.
The Annual Report (including the notice of the AGM) which amongst other matters, deals with the Capital Reduction, will shortly be submitted to the FCA's National Storage Mechanism and will be available for inspection on its website at https://data.fca.org.uk/#/nsm/nationalstoragemechanism. The Annual Report (including the notice of the AGM) will also be available for viewing on the Company's website at www.futureplc.com.
EXPECTED TIMETABLE OF PRINCIPAL EVENTS
Publication of this document | 15 December 2022 |
Latest time and date for receipt of Forms of Proxy | 11:00 a.m. on 6 February 2023 |
Annual General Meeting | 11:00 a.m. on 8 February 2023 |
Expected date of the first Court hearing for initial directions | on or around 20 February 2023 |
Capital Reduction Record Time | 6.30 p.m. on the Business Day preceding the Court hearing to confirm the Reduction of Capital |
Expected date of the second Court hearing | on or around 14 March 2023 to confirm the Reduction of Capital |
Effective Date of the Reduction of Capital | Business Day after the Court order confirming the Reduction of Capital |
Notes:
(1) Each of the times and dates set out above is based on current expectations and is subject to change. If any of the above times and/or dates is changed, the revised times and/or dates will be notified to Shareholders by announcement through a Regulatory Information Service.
(2) All above references to times are to London (GMT) times.
Enquiries:
Future plc Zillah Byng-Thorne, Chief Executive OfficerPenny Ladkin-Brand, Chief Financial Officer Marion Le Bot, Head of Investor Relations
| Tel: +44 (0)1225 442244 |
Headland Consultancy (Financial PR) Stephen MalthouseRob WalkerCharlie Twiggfuture@headlandconsultancy.com | Tel: +44 (0)20 3805 4822 +44 (0)7734 956 201+44 (0)77 9195 8922 |
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