OSB GROUP PLC Proposed Reduction Of The Nominal Value Of Osb Group Shares From Three-hundred And Four (304) Pence Each To One...
12 January 2021 - 3:00AM
UK Regulatory
TIDMOSB
LEI: 213800ZBKL9BHSL2K459
THE FOLLOWING ANNOUNCEMENT IS NOT A PROSPECTUS OR A PROSPECTUS
EQUIVALENT DOCUMENT AND INVESTORS SHOULD NOT MAKE ANY INVESTMENT
DECISION IN RELATION TO OSB GROUP SHARES EXCEPT ON THE BASIS OF THE
INFORMATION IN THE CIRCULAR WHICH IS BEING PUBLISHED TODAY.
CAPITALISED TERMS DEFINED IN THE CIRCULAR HAVE THE SAME MEANING WHEN
USED IN THIS ANNOUNCEMENT, UNLESS OTHERWISE DEFINED IN THIS
ANNOUNCEMENT.
FOR IMMEDIATE RELEASE
11 January 2021
Proposed reduction of the nominal value of OSB Group Shares from
three-hundred and four (304) pence each to one (1) penny each (the
"Capital Reduction") and publication of Circular and Notice of General
Meeting
Today, OSB GROUP PLC ("OSB Group" or the "Company") published a circular
(the "Circular") relating to the Capital Reduction.
Pursuant to the implementation of a scheme of arrangement approved by
Shareholders and the Court, OSB Group became the new holding company of
the Group on 27 November 2020. The Company currently has no
distributable reserves and is therefore unable to make distributions to
its Shareholders, including any payment of dividends, until such time as
distributable reserves have been created or arise in the Company.
In the absence of a Capital Reduction, the Company is reliant upon the
receipt of dividends and other distributions from its operating
subsidiary and companies in which it has an investment in order to give
rise to the distributable reserves needed to make dividend payments.
Although the Company is confident in its ability to rely on such
upstreamed distributions, there are a number of advantages to
implementing the Capital Reduction as a means of creating distributable
reserves to support future dividend payments to Shareholders.
Accordingly, the Capital Reduction, which is subject to the approval of
Shareholders, as well as certain other conditions as set out in the
Circular, is being undertaken to create the required distributable
reserves to enable the Company to pay dividends and other distributions
to Shareholders in the future. There will be no change to the total
number of shares or the total amount of capital in the Company or to the
Group's capital ratios as a result of the Capital Reduction.
The Circular is now available at www.osb.co.uk/investors and includes
full details of the Capital Reduction, together with a notice convening
a general meeting (the "General Meeting") at which Shareholder approval
of the Capital Reduction is to be sought, to be held virtually at 1.00
p.m. on 28 January 2021. The Circular also contains the expected
timetable for the Capital Reduction and specifies the necessary actions
to be taken by Shareholders.
In accordance with Listing Rule 9.6.1, a copy of the Circular will
shortly be submitted to the National Storage Mechanism and will be
available for viewing at
https://data.fca.org.uk/#/nsm/nationalstoragemechanism.
Action to be taken by Shareholders
OSB Group urges Shareholders to read the Circular carefully because it
contains important information in relation to the Capital Reduction.
The Circular is conditional upon a number of matters which are set out
in full in the letter from the Chairman contained in Part III of the
Circular, including approval by Shareholders of the Resolution at the
General Meeting and the confirmation of the Capital Reduction by the
Court.
Given the constantly evolving situation relating to the COVID-19
pandemic regarding lockdowns and continued or further Government
restrictions on social contact, public gatherings and non-essential
travel, the General Meeting will be held virtually. Shareholders cannot
attend the General Meeting in person. In order to vote, Shareholders are
required to appoint the Chairman of the General Meeting as proxy by the
relevant time. Detailed voting instructions and other arrangements which
have been made with respect to the General Meeting are set out in the
Circular.
Directors' Recommendation
The Board unanimously believes the Capital Reduction to be in the best
interests of the Company and its Shareholders as a whole.
Accordingly, the Directors unanimously recommend that Shareholders vote
in favour of the Resolution to be proposed at the General Meeting, as
the Directors intend to do in respect of their own beneficial
shareholdings totalling 942,015 OSB Group Shares (representing
approximately 0.21% of the issued share capital of the Company as at 7
January 2021 (being the latest practicable date before the publication
of the Circular).
Expected timetable
The expected timetable of principal events for the implementation of the
Capital Reduction is set out below. All references to time in this
Announcement are to London time.
PRINCIPAL EVENTS TIME AND DATE
Publication of the Circular 11 January 2021
Latest time and date for receipt 1.00 p.m. on 26 January
of Forms of Proxy or CREST Proxy 2021
Instruction for the General Meeting
General Meeting 1.00 p.m. on 28 January
2021
Expected date for the directions 10 February 2021
hearing for the Court to consider
the Capital Reduction application
Expected date for the Court Hearing 23 February 2021
to confirm the Capital Reduction
Expected date that the Capital Reduction 2 March 2021
becomes effective
Notes
The times and dates set out in this timetable that fall after the date
of publication of this Announcement are based on the Company's current
expectations and are subject to change. The times and dates are
indicative only and will depend, among other things, on the date upon
which the Court confirms the Capital Reduction. The provisional final
hearing date is subject to change and dependent on the Court's
timetable.
Enquiries
For further information, please contact the following.
OSB GROUP PLC
Alastair Pate, Group Head of Investor Relations Tel: +44 (0)
16 3483 8973
Cautionary Note Regarding Forward-Looking Statements
Certain statements in this Announcement relate to the future. In some
cases, these forward-looking statements can be identified by the use of
forward-looking terminology, including the terms 'intend', 'aim',
'project', 'anticipate', 'estimate', 'plan', 'believe', 'expect', 'may',
'should', 'will', 'continue' or other similar words. These statements
discuss future expectations concerning the Group's results of operations
or financial condition, or provide other forward-looking statements.
Other than as required by law, none of OSB Group, its officers, advisers
or any other person gives any representation, assurance or guarantee
that the occurrence of the events expressed or implied in any
forward-looking statements in this Announcement will actually occur, in
part or in whole.
Additionally, statements of the intentions of the Board and/or Directors
reflect the present intentions of the Board and/or Directors,
respectively, as at the date of this Announcement and may be subject to
change as the composition of the Board alters, or as circumstances
require. Except as required by law, OSB Group disclaims any obligation
or undertaking to update or revise any forward-looking statement in this
Announcement.
The forward-looking statements speak only as at the date of this
Announcement. To the extent required by applicable law or regulation
(including as may be required by the Companies Act, Listing Rules, MAR,
Disclosure Guidance and Transparency Rules and FSMA), OSB Group will
update or revise the information in this Announcement. Otherwise, OSB
Group expressly disclaims any obligation or undertaking to release
publicly any updates or revisions to any forward-looking statements
contained in this Announcement to reflect any change in expectations
with regard thereto or any change in events, conditions or circumstances
on which any such statement is based.
No forecasts or estimates
Nothing in this Announcement is intended as a profit forecast or
estimate for any period and no statement in this Announcement should be
interpreted to mean that earnings or earnings per share or dividend per
share for OSB Group for the current or future financial years would
necessarily match or exceed the historical published earnings or
earnings per share or dividend per share for OSB Group.
Further information
This Announcement is for information purposes only and is not intended
to and does not constitute or form part of any offer to sell or
subscribe for or any invitation to purchase or subscribe for or
otherwise acquire or dispose of any securities or the solicitation of
any vote or approval in any jurisdiction, nor will there be any sale,
issuance or transfer of securities in any jurisdiction in contravention
of applicable law. The Capital Reduction will be implemented solely
pursuant to the terms of the Circular setting out the particulars of the
proposed Capital Reduction and with or subject to any modification,
addition or condition approved or imposed by the Court and agreed by OSB
Group, which, together with the Forms of Proxy that will accompany the
Circular, contain the full terms and conditions of the Capital Reduction,
including details of how to vote in respect of the Capital Reduction.
Any vote in respect of the Resolution to be proposed at the General
Meeting to approve the Capital Reduction should be made only on the
basis of the information contained in the Circular.
OSB Group has prepared the Circular to be distributed to Shareholders.
OSB Group urges Shareholders to read the Circular carefully because it
contains important information in relation to the Capital Reduction.
This Announcement does not constitute a prospectus or prospectus
equivalent document.
(END) Dow Jones Newswires
January 11, 2021 11:00 ET (16:00 GMT)
Copyright (c) 2021 Dow Jones & Company, Inc.
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