Last checked at 
14 May 2014 07:01
3i Group plc
14 May 2014
3i Group plc
3i Group plc procuring sale of B Shares
3i Group plc (the "Company") is sending a letter to all holders of B Shares (the "B Shareholders") informing them that the Company has made arrangements with Merrill Lynch International ("MLI") for MLI to offer to purchase all the issued B Shares for cash at a price of 131.4364 pence per B Share. There are currently 4,635,018 B Shares in issue.
The offer from MLI to purchase B Shares (the "Offer") will be accepted on behalf of the B Shareholders by 3i Investments plc, which has been appointed by the Company to act on behalf of the B Shareholders pursuant to Article 140(E) of the Company's Articles of Association.
It is expected that the Offer will be accepted and settled on 13 June 2014 on behalf of the B Shareholders on the register of members at the close of business on 12 June 2014 and that the consideration due to the B Shareholders under the Offer (rounded down for each holding to the nearest whole number of pence) will be posted to them, on behalf of MLI, by the Company's Registrars, Equiniti Limited, on or around 20 June 2014. To facilitate this compulsory acquisition, the B Share ISIN (GB00B16PRC61) will be disabled for settlement within CREST from 4.30 pm on 12 June 2014. The B Shareholders who hold their B Shares in CREST will receive their cash proceeds through CREST on or around 20 June 2014.
The price of 131.4364 pence per B Share to be paid under the Offer has been calculated as 127 pence per B Share plus an amount equal to the accrued but unpaid dividend up to and including 19 June 2014, and is equal to the amount per B Share to which the B Shareholders would be entitled were the Company to be wound up on 20 June 2014 as prescribed by Article 140(E) of the Company's Articles of Association.
No action is required from the B Shareholders in order to receive the proceeds from the Offer, nor indeed is there any option for them to retain their B Shares or to select any other consideration. When the Offer has been accepted in respect of all the B Shares and MLI holds those shares, MLI will have the right to require the Company to purchase from MLI all the B Shares. If the B Shares are sold by MLI to the Company those shares will be cancelled (and subsequently delisted) and not held as treasury shares.
For further information, contact:
Kathryn van der Kroft, Communications Director | Tel: +44 20 7975 3021 |
Silvia Santoro, Investor Relations Director | Tel: +44 20 7975 3258 |
Notes to editors:
1. 3i is a leading international investor focused on mid-market private equity, infrastructure and debt management across Europe, Asia and the Americas. For further information please refer to www.3i.com.
2. The Company issued B Shares in 2006 and 2007 as part of arrangements to return value to shareholders. A number of offers to purchase these B Shares were made in 2006 to 2009 which gave shareholders flexibility as to when they received the proceeds of the return of value and, in certain cases, as to whether the proceeds represented income or capital. The terms of issue of the B Shares allowed the Company to arrange for all outstanding B Shares to be purchased at any time after July 2009 and it was always intended that this would be done at an appropriate time. The Board has now decided that it would be appropriate to exercise this power.