TIDMTSCO
RNS Number : 7298M
Tesco PLC
25 January 2021
Tesco PLC
25 January 2021
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART
IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A
VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION
FOR IMMEDIATE RELEASE
25 January 2021
Tesco PLC
Publication of circular relating to a special dividend and share
consolidation
Further to the announcement on 18 December 2020 that Tesco PLC
("Tesco" or the "Company") has completed the disposal of the
entirety of its shareholding in Tesco Stores (Thailand) Limited and
Tesco Stores (Malaysia) Sdn Bhd, to a combination of CP Group
entities (the "Disposal"), Tesco is pleased to announce that a
circular setting out full details of the proposed Special Dividend
and associated Share Consolidation (the "Circular") has been
published today.
The Circular confirms that following receipt of net funds of
GBP7.8 billion in connection with the Disposal (after settlement of
debt, tax and other transaction costs) and in line with its
previous announcement on 9 March 2020, the Company has made a
significant pension contribution of GBP2.5 billion to the Tesco PLC
Pension Scheme and intends to return GBP4,987,827,804 to
Shareholders by way of a proposed Special Dividend of 50.93 pence
per Existing Ordinary Share in the capital of the Company.
The Circular sets out full details of the proposed Special
Dividend and associated Share Consolidation and also contains a
notice convening a general meeting of the Company to be held at
Tesco PLC, Heart building, Shire Park, Welwyn Garden City, Herts,
AL7 1TW at 10.30 a.m. on 11 February 2021 (the "General
Meeting").
Given prevailing Government guidance in relation to COVID-19, it
is proposed that the General Meeting be convened with the minimum
quorum of Shareholders present (which will be facilitated by Tesco)
in order to conduct the business of the meeting.
The well-being of our Shareholders, colleagues and other
stakeholders is vitally important to us and we ask Shareholders to
adhere to the current instructions to stay at home and to instead
vote by proxy on the resolutions set out in the Circular as early
as possible. Further details as to how to vote by proxy are
contained in the Notice of General Meeting.
Special Dividend
The Company can confirm that it intends to return
GBP4,987,827,804 to Shareholders by way of a proposed Special
Dividend of 50.93 pence per Existing Ordinary Share in the capital
of the Company. The Board is proposing to pay the Special Dividend
to Shareholders on the Register as at 6.00 p.m. (GMT) on 12
February 2021 in Pounds Sterling and to ADR holders on the ADR
register as at 5.00 p.m. (New York time) on 12 February 2021 (being
the close of business on the day before the ADR effective date for
the Share Consolidation) in US dollars.
Subject to (i) Shareholder approval of the Special Dividend and
the Share Consolidation and (ii) Admission in respect of the New
Ordinary Shares, the Special Dividend is expected to be paid to
Shareholders on 26 February 2021 and to holders of ADRs 5 business
days after payment to Shareholders.
In connection with the Special Dividend, the Company has today
sent interim parent company accounts (as required pursuant to
section 836 of the Companies Act 2006) to the registrar of
companies.
Share Consolidation
It is proposed that, subject to (i) Shareholder approval of the
Special Dividend and the Share Consolidation and (ii) Admission in
respect of the New Ordinary Shares, the payment of the Special
Dividend be accompanied by a consolidation of the Company's
ordinary share capital on the basis of 15 New Ordinary Shares with
nominal value of 6 (1) /(3) pence for every 19 Existing Ordinary
Shares.
The effect of the Share Consolidation will be to reduce the
number of Existing Ordinary Shares in issue by approximately the
same proportion of market capitalisation returned via the special
dividend (for these purposes, the market capitalisation used is
that as at market close on 22 January 2021). It is anticipated,
therefore, that the market price of each Ordinary Share in the
Company should remain at a broadly similar level following the
Special Dividend and the Share Consolidation.
As all ordinary shareholdings in the Company will be
consolidated, the number of Ordinary Shares held by each
Shareholder will reduce, but the proportion of the total issued
ordinary share capital of the Company held by each Shareholder
immediately before and following the Share Consolidation will, save
for fractional entitlements and participation in the DRIP, remain
unchanged. Apart from having a different nominal value, each New
Ordinary Share will carry the same rights as set out in the
Company's Articles that currently attach to the Existing Ordinary
Shares.
As further explained in the Circular, other than in respect of
certain limited exceptions, fractional entitlements arising from
the Share Consolidation will be aggregated and sold in the market.
The proceeds of such sale of fractional entitlements will be
donated to support the food bank activities of the charity The
Trussell Trust. The value of any one Shareholder's fractional
entitlement will not exceed the value of one New Ordinary
Share.
Additional resolutions
Shareholder approval will also be sought to renew the annual
authorities to enable the Company to make market purchases of its
own shares, as well as to allot New Ordinary Shares and to disapply
pre-emption rights, to cover the period between the date of the
General Meeting and the 2021 AGM. Further details of these
additional resolutions is set out in the Circular.
Expected timetable
The expected timetable for the General Meeting, the Special
Dividend and Share Consolidation are set out below:
Publication and posting of this 25 January 2021
document, including the Notice
of General Meeting
Latest time and date for receipt 12.00 p.m. (New York time)
of voting instructions in relation on 8 February 2021
to ADSs for the General Meeting
Latest time and date for receipt 10.30 a.m. on 9 February
of Proxy Forms 2021
and CREST Proxy Instructions for
the General Meeting
Record time and date for entitlement 6.30p.m. on 9 February 2021
to vote at the General Meeting
General Meeting 10.30 a.m. on 11 February
2021
Latest time for dealings in Existing 4.30 p.m. on 12 February
Ordinary Shares 2021
Shareholder record date for entitlement 6.00 p.m. on 12 February
to the Special Dividend and for 2021
the Share Consolidation
Record date for participation in 6.00 p.m. on 12 February
the DRIP for the Special Dividend 2021
and deadline for receipt of DRIP
elections
ADR holder record date for the 5.00 p.m. (New York time)
Special Dividend and for the Share on 12 February 2021
Consolidation
Ordinary Shares (but not ADRs) 15 February 2021
marked ex-Special Dividend
Commencement of dealings in New 8.00 a.m. on 15 February
Ordinary Shares on London Stock 2021
Exchange and Euronext Dublin (after
Share Consolidation)
CREST accounts credited with New 15 February 2021
Ordinary Shares (after Share Consolidation)
ADR effective date for the Share 9.30 a.m. (New York time)
Consolidation on 16 February 2021
Commencement of dealings in new 9.30 a.m. (New York time)
ADSs on 16 February 2021
Despatch of share certificates No later than 26 February
in respect of New Ordinary Shares 2021
Payment of the Special Dividend 26 February 2021
to Shareholders
Purchase of New Ordinary Shares 26 February 2021
for DRIP participants commences
Payment to holders of ADRs 5 business days after payment
of the Special Dividend
to Shareholders
References to times in the above timetable are to UK time unless
stated otherwise. If any of the above times and/or dates change,
Tesco will give adequate notice by issuing an announcement through
an RIS.
Availability of the Circular
A copy of the Circular will be posted to Shareholders shortly. A
copy of the circular has been submitted to the National Storage
Mechanism and will be available for inspection at
https://data.fca.org.uk/#/nsm/nationalstoragemechanism .
A copy of the Circular has also been submitted to Euronext
Dublin and therefore will shortly be available for inspection at
Euronext Dublin (Exchange Buildings, Foster Place, Dublin 2).
In addition, a copy of the Circular will be available for
inspection at the Company's website at www.tescoplc.com/GM2021
.
Capitalised terms not otherwise defined in this Announcement
have the same meaning given to them in the Circular.
Enquiries:
Tesco
Investor Relations Chris Griffith +44 (0)1707 940 900
Media Christine Heffernan +44 (0) 330 678 0639
Philip Gawith
(Teneo) + 44 (0) 207 420 3143
Forward looking statements
This document contains statements which are, or may be deemed to
be, "forward looking statements" which are prospective in nature.
All statements other than statements of historical fact are forward
-- looking statements. They are based on current expectations and
projections about future events, and are therefore subject to risks
and uncertainties which could cause actual results to differ
materially from the future results expressed or implied by the
forward -- looking statements. Often, but not always, forward
looking statements can be identified by the use of forward looking
words such as "plans", "expects", "is expected", "is subject to",
"budget", "scheduled", "estimates", "forecasts", "intends",
"anticipates", "believes", "targets", "aims", "projects" or words
or terms of similar substance or the negative thereof, are forward
-- looking statements, as well as variations of such words and
phrases or statements that certain actions, events or results
"may", "could", "should", "would", "might" or "will" be taken,
occur or be achieved. Such statements are qualified in their
entirety by the inherent risks and uncertainties surrounding future
expectations. Forward -- looking statements include statements
relating to (a) future capital expenditures, expenses, revenues,
earnings, economic performance, indebtedness, financial condition,
dividend policy, losses and future prospects, (b) business and
management strategies and the expansion and growth of Tesco's
operations, and (c) the effects of global economic conditions on
Tesco's business.
Such forward -- looking statements involve known and unknown
risks and uncertainties that could significantly affect expected
results and are based on certain key assumptions. Many factors may
cause actual results, performance or achievements of Tesco to be
materially different from any future results, performance or
achievements expressed or implied by the forward looking
statements. Important factors that could cause actual results,
performance or achievements of Tesco to differ materially from the
expectations of Tesco, include, among other things, general
business and economic conditions globally, industry trends,
competition, changes in government and other regulation and policy,
including in relation to the environment, health and safety and
taxation, labour relations and work stoppages, interest rates and
currency fluctuations, changes in its business strategy, political
and economic uncertainty, including as a result of global pandemics
and other factors. Such forward -- looking statements should
therefore be construed in light of such factors. Neither Tesco nor
any of its directors, officers or advisers provides any
representation, assurance or guarantee that the occurrence of the
events expressed or implied in any forward -- looking statements in
this document will actually occur. You are cautioned not to place
undue reliance on these forward -- looking statements, which speak
only as of the date hereof. Other than in accordance with its legal
or regulatory obligations, Tesco is not under any obligation and
Tesco expressly disclaims any intention or obligation to update or
revise any forward -- looking statements, whether as a result of
new information, future events or otherwise.
The release, publication or distribution of this announcement in
jurisdictions other than the United Kingdom may be restricted by
law and therefore any persons who are subject to the laws of any
jurisdiction other than the United Kingdom should inform themselves
about, and observe, any applicable requirements. The information
disclosed in this announcement may not be the same as that which
would have been disclosed if this announcement had been prepared in
accordance with laws and regulations of any jurisdiction outside of
England.
Tesco PLC's LEI number is: 2138002P5RNKC5W2JZ46
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END
NOGFIFIDLIIEFIL
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