SSE PLC Publication of shareholder circular (6331S)
27 June 2018 - 4:00PM
UK Regulatory
TIDMSSE
RNS Number : 6331S
SSE PLC
27 June 2018
SSE plc
PUBLICATION OF SHAREHOLDER CIRCULAR
SSE plc has today published a Circular and a Notice of General
Meeting for shareholders in respect of the proposed demerger of SSE
Energy Services and, subject to regulatory approval, subsequent
combination of that business with Npower Group Limited under a new
holding company ('the new company') to be listed on the Premium
Segment of the Main Market of the London Stock Exchange. These
documents are available on sse.com.
The new company will be an independent energy supply and
services business that will create a new market model by combining
the resources and experience of two established players with the
focus and agility of an independent supplier.
At the General Meeting, which will take place at 2pm in Perth on
19 July 2018, following SSE's Annual General Meeting, two ordinary
Resolutions will be proposed, seeking shareholders' approval
of:
-- the declaration of a special dividend (in kind in the form of
shares in the new company*) to give effect to the demerger; and
-- the waiver of the obligation on innogy, which owns Npower
Group Limited, to make a general offer for all of the issued shares
in the new company on completion (under Rule 9.1 of the City Code
on Takeovers and Mergers*).
*SSE shareholders will retain their existing SSE shares and will
also hold one share in the new company for every existing SSE plc
share they hold at the demerger record time. The new company will
be owned up to 65.58% by SSE shareholders. innogy will hold 34.42%
of the shares in the new company on completion.
The demerger will not become effective unless both Resolutions
are passed by SSE shareholders, representing a simple majority of
the total voting rights of SSE shareholders who attend the General
Meeting and vote.
In accordance with Listing Rule 9.6.1(R), a copy of the Circular
has been submitted to the FCA and will shortly be available for
inspection via the National Storage Mechanism, which can be
accessed at: http://www.morningstar.co.uk/uk/NSM
The Circular contains, amongst other things, a letter from the
Chairman of SSE to shareholders, a summary of the principal terms
and conditions of the transaction, risk factors, unaudited pro
forma financial information of the new company and of the SSE
retained group, historical financial information on SSE Energy
Services and Npower Group Limited and information about
taxation.
It confirms that the Chief Executive Designate of the new
company, Katie Bickerstaffe, is expected to take up her appointment
on 24 September, and that Gordon Boyd, the Chief Financial Officer
Designate of the new company, is expected to take up his
appointment on 4 July.
The Circular also sets out the conditions that must be satisfied
or waived for the transaction to be completed.
Richard Gillingwater, Chairman of SSE plc, said:
'The Circular is an important document that shareholders should
read and consider carefully before casting their votes in respect
of the two Resolutions at next month's General Meeting.
'The Board believes that demerging SSE Energy Services and
combining it with npower has strong strategic logic and the
potential to drive significant benefits for the business and its
customers. It believes that a standalone household energy and
services business will benefit from its own dedicated board of
directors and specialist management team, supported by skilled
employees and focused entirely on strategic and operational
developments in the energy retail sector, including the competitive
and regulatory environment.
'A standalone business will also have the ability to determine
and allocate its own capital, allowing day-to-day decision-making
to be more closely aligned with strategy and thereby facilitating
the delivery of greater benefits to all stakeholders going forward,
including customers and employees.
'The Board unanimously recommends that shareholders vote in
favour of the Resolutions to be proposed at the General
Meeting.'
This information is provided by RNS, the news service of the
London Stock Exchange. RNS is approved by the Financial Conduct
Authority to act as a Primary Information Provider in the United
Kingdom. Terms and conditions relating to the use and distribution
of this information may apply. For further information, please
contact rns@lseg.com or visit www.rns.com.
END
CIRSEWFFMFASELM
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