Last checked at 13 Sep 2022 07:00
Schroders plc
(the "Company")
FOR IMMEDIATE RELEASE
13 September 2022
Simplification of the Company's dual class share structure
Following the declaration of a national bank holiday on 19 September to mark the state funeral of Her Majesty Queen Elizabeth II, Schroders plc hereby confirms that all actions approved at each of the General Meeting of the Company and Class Meeting for Non-Voting Ordinary Shareholders held on 15 August 2022 previously scheduled for the 19 September 2022 will now take place on Tuesday 20 September 2022.
Capitalised terms in this announcement take the meaning given to them in the shareholder circular dated 12 July 2022 (the "Circular") unless otherwise defined.
Accordingly, on Tuesday 20 September 2022 the Company will be:
- enfranchising the Company's 56,505,600 Non-Voting Ordinary Shares by re-designating them into 56,505,600 Ordinary Shares with full voting rights (the "Enfranchisement");
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- issuing 39,886,305 Ordinary Shares to existing holders of Ordinary Shares by way of a bonus issue (representing 3 additional Ordinary Shares for every 17 Ordinary Shares held by Ordinary Shareholders at 6.00pm on 16 September 2022) (the "Compensatory Bonus Issue"); and
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- subsequently sub-dividing the Company's total resulting 322,414,305 Ordinary Shares of £1 each into 1,612,071,525 New Ordinary Shares of 20 pence each (the "Sub-Division").
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Further detail on these steps, and their rationale, is included in the Circular.
In accordance with the timetable set out below, each of the above steps is expected to have been completed by approximately 8.00am on Tuesday 20th September 2022. Dealings in the New Ordinary Shares should therefore commence soon afterwards.
Expected timetable
Record Date for the Enfranchisement, Compensatory Bonus Issue and Sub-Division, and disablement in CREST of the Non-Voting Ordinary Shares | 6.00 p.m. on 16 September 2022 |
Issue of Bonus Issue Shares | 20 September 2022 |
Enfranchisement of Non-Voting Ordinary Shares into Ordinary Shares | 20 September 2022 (immediately following issue of Bonus Issue Shares) |
Sub-Division of Ordinary Shares | 20 September 2022 (immediately following Enfranchisement of Non-Voting Ordinary Shares into Ordinary Shares) |
Admission of the New Ordinary Shares (including the sub-divided Bonus Issue Shares and enfranchised and sub-divided Ordinary Shares) to the premium segment of the Official List and to trading on the Main Market | 20 September 2022 |
Compensatory Bonus Issue Ex-Date1 | 8.00 a.m. on 20 September 2022 |
Dealings in New Ordinary Shares commence and enablement of New Ordinary Shares in CREST | On or soon after 8.00 a.m. on 20 September 2022 |
Cancellation of admission and listing of the Non-Voting Ordinary Shares | 20 September 2022 |
Expected date by which share certificates (where relevant) are to be dispatched to certificated shareholders | by 4 October 2022 |
Dispatch of cheques and CREST accounts credited in respect of proceeds from sale of fractional entitlements arising as a result of the Compensatory Bonus Issue | by 4 October 2022 |
1 Unless the counterparties specifically agree otherwise, a buyer of Ordinary Shares ahead of the Compensatory Bonus Issue Ex-Date will assume the benefit to the Bonus Issue Shares, and the seller would need to pass the benefit to the buyer, even if the seller is the recorded owner at the Record Date.
Additional information
Cancellation of listing of the Non-Voting Ordinary Shares
Following the Enfranchisement there will be no Non-Voting Ordinary Shares left in issue. As notified to the market on 12 July 2022, the Company had therefore applied for the listing of its entire class of Non-Voting Ordinary Shares to be cancelled with effect from 19 September 2022. This cancellation will now take effect from 20 September 2022 in accordance with the updated timetable.
Change in total voting rights
As a result of implementation of these steps, the Company's total voting rights are expected to increase to 1,612,071,525.
The Company reminds shareholders that, because of the Enfranchisement and the Compensatory Bonus Issue, the percentage of voting rights in the Company held by particular shareholders may have passed through the voting rights thresholds specified as requiring public disclosure under the FCA's Disclosure Guidance and Transparency Rules.
Enquiries:
Investors |
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Simonetta Harding | Investor Relations | Tel:+44 (0)20 7658 3442 | Simonetta.Harding@Schroders.com |
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Press |
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Andrew Oxlade | Head of Global Content and Public Affairs | Tel:+44 (0)20 7658 5953 | Andrew.Oxlade@Schroders.com |
Simone Selzer | Brunswick | Tel:+44 (0)20 7404 5959 | Schroders@Brunswickgroup.com |
This announcement does not constitute an invitation to participate in the Compensatory Bonus Issue in or from any jurisdiction in or from which, or to or from which, it is unlawful to make such an invitation under applicable securities laws or otherwise or where such invitation would require a prospectus to be published. Neither this announcement, nor the Circular or any other announcement issued in connection with proposals in the Circular, may be issued or distributed to any person except under circumstances which do not constitute an offer to the public under applicable securities laws.