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B shares frequently asked questions

What were B shares?

B shares were a class of share in the Company issued as an alternative method of making payments to shareholders. B Shares could, during prescribed periods, be redeemed for cash or converted into additional Ordinary Shares. The last time that the Company issued B Shares was 1 July 2008.

Why did the Company stop issuing B Shares?

Following a strategic financial review, the directors concluded that the increase in the Company’s issued share capital which occurred when Shareholders chose to convert B Shares into Ordinary Shares was inconsistent with its strategy to maintain a more efficient balance sheet and limit Earnings Per Ordinary Share dilution.

What happened to my B Shares?

All B Shares were compulsorily redeemed, at their nominal value of 0.1p, on 22 September 2008. Shareholders also received the dividend accrued on B Shares between 1 July and 22 September and paid at 75 per cent of the London Inter-Bank Offered Rate, commonly known as LIBOR. In addition, the Company took the opportunity to return to those shareholders who had previously chosen to convert B Shares into Ordinary Shares any residual cash balances arising from B Shares that were insufficient to convert into one whole Ordinary Share.

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What is the tax effect of the compulsory redemption?

The redemption of B Shares may have, depending on the shareholder’s individual circumstances, given rise to a Capital Gains Tax charge. No tax will be payable by individual shareholders if the chargeable gain on the redemption of B Shares (together with any other chargeable gains for the tax year) was less than their annual capital gains tax exemption (£9,200 for 2007/8 and £9,600 for 2008/9). Get further information on the UK tax treatment of B shares Link opens in a new window .

What should I do with my B Share certificates?

All B Share certificates became invalid after 22 September 2008 and can be destroyed.

What is the difference between B Shares and C Shares?

The only material difference between B Shares and C Shares is that C Shares do not carry the option to convert directly into Ordinary Shares. C Shares can only be redeemed for cash. However, shareholders can authorise Computershare Investor Services PLC (the Registrar) to use the cash from redemption proceeds to make market purchases of additional Ordinary Shares on their behalf by participating in the C Share Reinvestment Plan. Also, unlike B Shares, C Shares will not be listed on the Stock Exchange.

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What is the C Share Reinvestment Plan (the CRIP)?"

The CRIP is a facility, offered by the Registrar, whereby the Registrar will use the cash proceeds arising on redemption of C Shares to purchase additional Ordinary Shares in the Company on a shareholder’s behalf. Typically, this will offer a much more cost-effective way of purchasing shares than through a broker as there is no minimum charge. The terms and conditions applying to the CRIP can be obtained from the Registrar’s website.

What will happen to existing B Share evergreen elections?

Unless shareholders advised the Registrar otherwise,

  • elections already in place to redeem B Shares for cash were applied to all future C Share issues so that shareholders continue to receive twice yearly redemption payments accompanied by a redemption statement 
  • elections already in place to convert B Shares into additional Ordinary Shares were automatically treated as elections to redeem all future C Shares for cash with the redemption proceeds then used to make market purchases of additional Ordinary Shares through the CRIP 
  • shareholders who did not have an election in place will receive a C Share certificate twice a year.

However, all shareholders are free to change their election at any time by contacting the Registrar. A Payment Instruction form can be obtained from the Registrar’s website

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However, all shareholders are free to change their election at any time by contacting the Registrar. A ‘C Share Evergreen Mandate’ form can be obtained from the Registrar’s website.

THIS DOCUMENT DOES NOT CONSTITUTE, OR FORM PART OF, AN OFFER, OR ANY SOLICITATION OF AN OFFER, OR INVITATION OR INDUCEMENT TO SUBSCRIBE FOR OR PURCHASE ANY RIGHTS, SHARES OR OTHER SECURITIES. SECURITIES DISCUSSED IN THE THIS DOCUMENT HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE US SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE OFFERED OR SOLD IN THE UNITED STATES EXCEPT IN TRANSACTIONS THAT ARE EXEMPT FROM, OR NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF SUCH LAWS.

Prices and values of, and income from, shares may go down as well as up. It should be noted that past performance is not a guide for future performance. Persons needing advice should consult an independent adviser.

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