27 Nov 2013 07:00
27 November 2013
PV Crystalox Solar PLC
NOTICE OF SHARE CAPITAL CONSOLIDATION, RESULT OF ELECTIONS AND UPDATE ON RETURN OF CASH
PV Crystalox Solar PLC (the "Company") is pleased to provide, following approval by Shareholders of the Return of Cash and certain related matters at the General Meeting of the Company held on 19 November 2013, an update in respect of the Return of Cash by way of the B/C Share Scheme and in respect of the 5 for 13 Share Capital Consolidation (the "Share Capital Consolidation").
The Share Capital Consolidation and Admission of New Ordinary Shares
The Company announces that the Share Capital Consolidation approved at the General Meeting is expected to take effect from 8.00 a.m. today. Applications have been made to the UK Listing Authority for an amendment to the Official List, and to the London Stock Exchange for the amendment to trading to reflect the Share Capital Consolidation. Following the amendment, 160,278,975 New Ordinary Shares of 5.2 pence each in the capital of the Company will be admitted at 8.00 a.m. today to the standard segment of the Official List under ISIN GB00BFTDG626 and to trading on the London Stock Exchange's main market for listed securities.
With effect from Admission, share certificates in respect of Existing Ordinary Shares will cease to be valid. It is expected that by 11 December 2013, the Company will despatch share certificates in respect of New Ordinary Shares to those Shareholders who hold their Existing Ordinary Shares in certificated form and until such time Shareholders should retain any share certificate(s) they currently hold in respect of Existing Ordinary Shares. Shareholders who hold their Existing Ordinary Shares in CREST will have the New Ordinary Shares to which they are entitled automatically credited to their CREST accounts at approximately 8.00 a.m. today.
A fractional entitlement will arise as a result of the Share Capital Consolidation unless a holding of Existing Ordinary Shares is exactly divisible by 13. For example, a Shareholder holding 14 Existing Ordinary Shares would be entitled to 5 New Ordinary Shares and a fractional entitlement of 0.385 of a New Ordinary Share after the Share Capital Consolidation. These fractional entitlements will be aggregated and sold in the market and, as the proceeds from the sale of any such fractional entitlement (net of any expenses) will be less than £5.00, Shareholders will have no entitlement or right to the proceeds of sale but instead any such proceeds will be retained by the Company.
Result of B/C Share Scheme elections
As at the Election Deadline of 4.30 p.m. on 26 November 2013, Shareholders' elections or, as the case may be, deemed elections for the Share Alternatives in respect of the B/C Share Scheme were as follows:
| Number of Ordinary Shares | %* |
Income Option | 128,509,223 | 30.84% |
Capital Option | 288,216,112 | 69.16% |
TOTAL | 416,725,335 | 100.00% |
* Percentage based on issued share capital
Shareholders who did not make a valid election by the Election Deadline, and all Overseas shareholders resident, or with a registered address, in a Restricted Territory, are deemed to have elected for the Income Option in respect of their B/C Share Entitlement.
Based on Shareholders' elections or, as the case may be, deemed elections for the alternatives set out above, 288,216,112 B Shares of 7.25 pence each and 128,509,223 C Shares of 0.0000001 pence each will be allotted and issued at 8.00 a.m. today.
No application has been, or will be, made for the B Shares or the C Shares to be admitted to listing on the Official List or admitted to trading on the London Stock Exchange's main market for listed securities, nor will the B Shares or the C Shares be listed or admitted to trading on any other recognised investment exchange.
No share certificates will be issued in respect of the B Shares, the C Shares or the Deferred Shares, and no CREST accounts will be credited with such shares.
Voting rights and capital
Following the Share Capital Consolidation, and in accordance with 5.6.1A(1) of the Disclosure and Transparency Rules, the Company's issued share capital that will be admitted to trading on a regulated or prescribed market will consist of 160,278,975 New Ordinary Shares of 5.2 pence each. Therefore, the total number of voting rights in the Company will be 160,278,975.
The above figure of 160,278,975 may be used by Shareholders as the denominator for the calculations by which they will determine if they are required to notify their interest in, or a change to their interest in, ordinary shares to the Company under the FCA's Disclosure and Transparency Rules.
Unless the context otherwise requires, capitalised terms used in this announcement shall have the same meaning ascribed to them in the Circular published on 18 October 2013. All references in this announcement to times are to London times unless otherwise stated.
Ends
Enquiries:
PV Crystalox Solar PLC +44 (0) 1235 437160
Matthew Wethey, Group Secretary