Shareholder Services

Return of Cash

On 7 October 2011, a general meeting of the shareholders of Stagecoach Group plc approved proposals to return approximately £340m to its shareholders. The return of cash took place on 21 October 2011. The main points of the return of cash are set out below

  • One-off Return of Cash of approximately £340m to shareholders
  • Return equivalent to 47 pence per Existing Ordinary Share
  • Return effected by D Share structure
  • Shareholders given a choice between “income” or “capital”
  • Existing Ordinary Shares consolidated into 4 New Ordinary Shares for each 5 Existing Ordinary Shares held (the “Share Capital Consolidation”)
  • Return of Cash to establish a more appropriate and efficient capital structure

Full details of the Return of Cash and Share Capital Consolidation proposals, were set out in a circular to shareholders dated 19 August 2011. A copy of the circular can be accessed online here.

A summary of the effect of the transaction on a holding of shares before the Return of Cash is below:

A holder of Ordinary Shares before the return of cash will have received four New Ordinary Shares for every 5 Existing Ordinary Shares held before the return of cash and will have received 47p per Existing Ordinary Share held before the Return of Cash. For example, a shareholder holding 1,000 56/57p ordinary shares on 7 October 2011 will have received a certificate for 800 ordinary shares of 125/228p each shortly after 21 October 2011 together with a cheque for £470. Equivalent arrangements were made for shareholders holding through CREST.

The New Ordinary Shares replace the Existing Ordinary Shares and are now trading on the London Stock Exchange (ISIN: GB00B6YTLS95, Ticker: SGC). The description of the New Ordinary Shares is “Ordinary Shares of 125/228p each”. The new, green coloured share certificates representing these shares of 125/228p each represent the current issued shares. The old certificates, representing ordinary shares of 56/57p, are no longer of any value and should be destroyed.

The tax effects of the transaction were summarised in part 6 of the circular to shareholders (available to download here)

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