Proposed Buy Back

26 May 2005 14:00

Abbey PLC26 May 2005 ABBEY PLC ("Abbey" or "the Company") Proposed Authority to Buy Back Ordinary Shares and Related Matters Notice of Extraordinary General Meeting Abbey announces that it has decided to seek authority from its shareholders tomake limited market purchases of its own shares. A share buy back programme,would, the Board believes, provide shareholders with the flexibility, butwithout any compulsion, to realise value in respect of all or some of theirshareholdings, is a tax efficient method of returning a material amount ofsurplus cash to shareholders, should stimulate liquidity in the Company'sshares, and enhances earnings per share. The Company is seeking approval to buy back up to 14.99% of its issued sharecapital over an eighteen month period. Based on the existing market price of€8.75 per Ordinary Share (last dealt price on the Irish Stock Exchange on 24May, 2005) maximum utilisation of this authority would represent a return ofcapital of approximately €46.9 million (assuming the repurchase price paid foreach Ordinary Share repurchased was 105% of the market price). Whether or notthis amount of capital is returned, and the timing of such returns will depend,inter alia, on market conditions (in particular shareholder appetite toparticipate in the share buy back) and the Board's discretion. Any purchaseswill be made only from funds not required for other purposes and in the light ofprevailing market conditions. The largest shareholder in Abbey, Gallagher Holdings Limited ("GallagherHoldings"), which is interested in approximately 29.83% of the existing issuedshare capital of the Company, is understood to be unlikely to participate in anyshare buy back programme. Accordingly, a waiver from the potential obligationunder Rule 37 of the Irish Takeover Rules (which obligation would arise wherethe percentage represented by the relevant shareholder increases to or through30% by reason of the purchase by the Company of its own shares) for GallagherHoldings or any person acting in concert with it to make an offer for thebalance of the share capital, has been sought from the Irish Takeover Panel.This waiver has been granted and, subject to various conditions, including theapproval of independent shareholders, permits an increase in the percentagerepresented by the interests of Gallagher Holdings and persons presumed to beacting in concert with it to in aggregate 35.24% (assuming full utilisation ofthe buy back authority). A document containing further details on the proposed buy back authority and onthe waiver, and convening an extraordinary general meeting of the Company, isbeing posted to Shareholders today and will be available for collection for onemonth from the registered offices of the Company at 26/28 North Wall Quay,Dublin 1, Ireland and at the head office of the Company at Abbey House, 2Southgate Road, Potters Bar, Herts EN6 5DU, United Kingdom. The Extraordinary General Meeting will be held at The Berkeley Court, LansdowneRoad, Dublin 4, Ireland, at 10.30 a.m. on 21 June, 2005. For Reference: Abbey plc: Davy: Charles Gallagher/Brian Hawkins Eugenee Mulhern Tel: +44 1707 651266 Tel: + 353 1 679 6363 26 May, 2005 This information is provided by RNS The company news service from the London Stock Exchange