TIDMPSPI
RNS Number : 3115D
Public Service Properties Inv Ltd
26 October 2015
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
26 October 2015
Public Service Properties Investments Limited ("PSPI" or the
"Company")
Compulsory Partial Redemption of approximately 15.2 million
Shares
On 11 September 2015, the Company reported that the Board would
consider making further distributions to shareholders following the
return of GBP16.1 million in April 2015. The Board has now decided
that the Company will use approximately GBP5.5 million of its
available cash balances to effect a redemption (the Redemption)
through a mandatory purchase for cancellation of approximately 15.2
million shares (representing 40 per cent. of the Company's issued
share capital) on a pro-rata basis at a price of 36.5p(1) (the
Redemption Price) per ordinary share of the Company (Share) from
shareholders of the Company (Shareholders) on the register at
5.00pm on 6 November 2015 (the Record Date).
The Company is pleased to announce that a document (the
Circular), setting out the formal notification to shareholders of
the Redemption and the action (if any) which is required to be
taken is today being posted to Shareholders, and is available at
www.pspiltd.com.
An extract from the Circular is set out below.
For further information please visit www.pspiltd.com or
contact:
Dr. D. Srinivas Ben Mingay Tom Griffiths
Ralph Beney Sylvester Oppong Henry Willcocks
RP&C International Smith Square Partners Westhouse Securities
(Asset Manager) (Financial Adviser) (Nomad and Broker)
020 7766 7000 0203 696 7260 020 7601 6100
(1) Being the closing market price of the Shares on 21 October
2015
1. Introduction
In my statement in the Company's interim results for the six
months ended 30 June 2015 which were announced on 11 September
2015, I stated that the Board would consider further distributions
to shareholders later this year. Earlier today, the Company
announced that it would use approximately GBP5.5 million of
available cash balances to effect a redemption (the Redemption)
through a mandatory purchase for cancellation of approximately 15.2
million shares (representing 40 per cent. of the Company's issued
share capital) on a pro-rata basis at a price of 36.5p per ordinary
share of the Company (Share) (being the closing price of the shares
on 21 October 2015) from shareholders of the Company (Shareholders)
on the register on 6 November 2015 (the Record Date).
This document sets out the formal notification to Shareholders
of the Redemption and the action which is required to be taken by
Shareholders who hold their Share(s) in certificated form in order
to receive the resultant consideration and a balance share
certificate where applicable.
2. The Redemption process
The Redemption is being implemented by the Company pursuant to
the Articles of Association of the Company as amended on 3 March
2015 (Articles). Under the Articles, the Board may, without further
Shareholder approval, determine that Shares shall be redeemed
pro-rata from each Shareholder (or if the Board so determines as
nearly pro-rata as practical without giving rise to fractions).
The Company will use approximately GBP5.5 million of available
cash balances to mandatorily purchase for cancellation
approximately 15.2 million Shares (representing 40 per cent. of the
Company's current issued share capital) on a pro-rata basis at a
price of 36.5p per Share from Shareholders on the register on the
Record Date.
Accordingly, the Company is redeeming 2 Shares for every 5
Shares held on the Record Date. No fractions of Shares will be
redeemed and the number of Shares to be redeemed for each
Shareholder and Depositary Interest Holder will be rounded down to
the nearest whole number of Shares/Depositary Interests as
appropriate. By way of example, if a Shareholder owns 100 Shares on
the Record Date, 40 of their Shares will be redeemed and they will
retain a holding of 60 Shares.
All of the Shares redeemed pursuant to the Redemption will be
cancelled.
The existing ISIN number VGG729481058 (Old ISIN) for the Shares
will expire at the close of business on the Record Date (6 November
2015). The new ISIN number VGG729641446 (New ISIN) in respect of
the Shares (following the Redemption) will be enabled from 9
November 2015. Up to and on the Record Date, Shares will be traded
under the Old ISIN. The Redemption will be effected pro-rata to
holdings of Shares and Depositary Interests on the register(s) at
the close of business on the Record Date. Purchases of Shares and
Depositary Interests that are not reflected in the share register
as at the close of business on the Record Date will not be taken
into account in implementing the redemptions
Payments of redemption monies are expected to be effected
(i) in the case of shares held in uncertificated form through
Depositary Interests on 9 November 2015 through CREST; or
(ii) in the case of Shares held in certificated form, subject to
delivery by the relevant Shareholder to the Company of the share
certificate(s) in respect of the Shares to be redeemed by no later
than 5.00pm on 6 November 2015, or as otherwise agreed by the
Company, by cheque drawn in favour of the registered Shareholder
and sent to the registered address of the registered Shareholder on
or around 9 November 2015. A balance certificate for the remaining
Shares held will at the same time be issued in the same name(s) as
the Shareholder(s) whose Shares are redeemed and despatched
together with the cheque for the redemption proceeds. All
documentation sent pursuant to these arrangements is sent at the
risk of the recipient. If share certificates are not received by
the Company's registrars on or before 6 November 2015 in accordance
with the instructions set out below in paragraph "4 Action to be
taken - Shares held in certificated form", the R edemptions will
still be processed by reference to the share register on that date
but despatch of the relevant redemption proceeds and balance
certificate(s) will be delayed.
3. Taxation treatment
General treatment for UK tax paying Shareholders
The following summary of the UK tax treatment of Shareholders as
result of redemption of part of their holding of Shares is intended
as a general guide only and is based on United Kingdom tax law as
well as the published practice of HMRC at the date of this
document. It applies only to Shareholders who are resident in the
UK (except where expressly stated) and who hold their Shares
beneficially as an investment. It may not be applicable to certain
Shareholders, such as investors who are exempt from UK tax or who
hold Shares in an investment wrapper such as an ISA, dealers in
securities and Shareholders who are not beneficial owners of the
relevant Shares, such as trustees.
Shareholders who are in any doubt as to their tax position or
who may be subject to tax in a jurisdiction other than the UK
should consult an appropriate professional adviser. These comments
are not exhaustive and do not constitute legal or tax advice.
Taxation of Chargeable Gains
A Shareholder whose Shares are redeemed should be treated, for
the purposes of UK taxation of chargeable gains, as though he had
sold them on-market to a third party at the Redemption Price
per
Share redeemed. A charge to capital gains tax or, in the case of
a corporate Shareholder, corporation
tax on chargeable gains could therefore arise depending on that
Shareholder's particular circumstances (including the availability
of any exemptions, reliefs and allowable losses).
A Shareholder who is not resident for tax purposes in the UK
whose Shares are redeemed pursuant to the Redemption will not
normally be liable for UK taxation on chargeable gains on any gain
which is
realised. However, a liability to tax may arise in respect of a
gain if such Shares are held for the purposes of a trade,
profession or vocation in the UK through a branch or agency (or, in
the case of a corporate Shareholder, a permanent establishment) or
realised by an individual Shareholder who is temporarily
non-resident who may be liable to capital gains tax under certain
anti-avoidance rules, which can impose taxation when the
non-resident returns to the United Kingdom.
The attention of investors is drawn to section 684 of the Income
Tax Act 2007 (ITA) (for individuals) and section 731 of the
Corporation Taxes Act 2010 (CTA) (for companies) under which HM
Revenue & Customs may seek to cancel tax advantages from
certain transactions in securities. No application for clearance
under section 701 of the ITA or section 748 of the CTA has been
made. In the event that HM Revenue & Customs did successfully
apply section 684 of the ITA (and associated provisions) or section
731 of the CTA (and associated provisions) to payments in respect
of the Redemption, HM Revenue & Customs might make such tax
assessment on any of the Shareholders as they consider necessary in
the circumstances, including the Shareholders as having received
any payment as an income receipt.
Individual Shareholders - taxation of income
The redemption of Shares pursuant to the Redemption will not
constitute a distribution for any Shareholder who is an individual
provided the Company is, as is intended, not UK tax resident.
Corporate Shareholders - taxation of income
The Company has been advised that payments to Shareholders (to
the extent that the payments represent repayment of capital and any
premium payable on issue of the Shares constituting new
consideration) in respect of the Redemption should not constitute
income distributions for UK tax purposes.
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