Unitech Corporate Parks Plc



28 November 2014

Unitech Corporate Parks plc

("UCP" or the "Company")

Proposed Initial Cash Return by way of a B Share Scheme, Amendment to the Articles of Association, Notice of Annual General Meeting and Notice of Extraordinary General Meeting

Introduction

Further to the announcement on 4 November 2014, the Company announces that it has today published a circular (the "Circular") relating to a proposed Initial Cash Return by way of a B Share Scheme and amendments to the Articles of Association of the Company. Included with the Circular are notices of the Company's Annual General Meeting and the Extraordinary General Meeting.

The Chairman's Letter in respect of the proposed Initial Cash Return, as contained in the Circular, is set out below.

Terms used and not defined in this announcement bear the meaning given to them in the Circular.

A copy of the Circular will shortly be available at the Company's website: www.unitechcorporateparks.com.

Letter from the Chairman of Unitech Corporate Parks plc

" Dear Shareholder

Proposed Initial Cash Return by way of a B Share Scheme,

Amendment to the Articles of Association

Notice of Annual General Meeting

and

Notice of Extraordinary General Meeting

1.            INTRODUCTION

On 11 June 2014, the Company announced that it had entered into an agreement with Brookfield for the sale and purchase of the entire issued share capital of Candor Investments Limited, the wholly-owned subsidiary of the Company which was the holding company for all of the Company's Property Interests. The Disposal Agreement provided that Brookfield would acquire Candor, subject to certain conditions, for an aggregate cash consideration of approximately £205.9 million (subject to adjustment). As announced on 4 November 2014, the Disposal has now completed and the consideration received from Brookfield amounted to £188.9 million which reflects an adjustment of £15.7 million in relation to certain funds placed with two financial institutions in the name of two Project Companies which had not been repaid by Completion and £1.2 million in relation to payments made by Candor to or on behalf of UCP prior to Completion. The Company continues to work actively towards the recovery of the funds placed with the two financial institutions and alternative means to obtain redress.

The Company is now pleased to announce that the Company proposes to make an Initial Cash Return to Shareholders. It is currently expected that this will amount to 49.25 pence per Ordinary Share and is subject to Shareholder approval at the Extraordinary General Meeting and satisfaction of the conditions referred to in paragraph 1 of Part III of this document. In light of the Company being responsible for claims pursuant to the Disposal Agreement in relation to breach of limited warranties within 30 days and purchase price adjustments within 60 days of Completion, the Company intends to confirm the amount of the Initial Cash Return by way of an announcement by 7 January 2015.

The Initial Cash Return will be made by way of the B Share Scheme which will allow Shareholders (other than an Overseas Shareholder resident, or with a registered address, in a Restricted Territory) to make an election as to whether to receive the Initial Cash Return as a dividend by way of the B Share Dividend or as a capital return by way of the B Share Purchase Offer, or a combination of both.

The purpose of this document is to provide further details of the alternative options available to Shareholders and how Shareholders may elect to choose one of them. In addition, as Shareholder approval is being sought for the Initial Cash Return at the Extraordinary General Meeting, Shareholders will find at the end of this document, a Notice of Extraordinary General Meeting, which has been convened for 10.30 a.m. on 22 December 2014 at which the Resolution will be put to Shareholders. Shareholders will also find at the end of this document a Notice of Annual General Meeting which has been convened for 10.00 a.m. on the same date. Both the Annual General Meeting and Extraordinary General Meeting will be held at IOMA House, Hope Street, Douglas, Isle of Man IM1 1AP. It is important that Shareholders complete, sign and return the Forms of Proxy for use at the Annual General Meeting and Extraordinary General Meeting enclosed with this document, whether or not they intend to attend the Annual General Meeting or Extraordinary General Meeting.

The completion and return of the Forms of Proxy will not preclude Shareholders from attending the

Annual General Meeting or Extraordinary General Meeting and voting in person, should they so wish.

Neither Ajay Chandra nor Mohammad Yusuf Khan have taken part in any of the Board's deliberations or participated in any Board vote regarding the Initial Cash Return since they are not considered independent. Mr Chandra is Managing Director of Unitech, of which Nectrus, a substantial shareholder of the Company, is an affiliate. The Independent Directors have also determined that Dr Khan is no longer independent of Unitech and therefore Nectrus.

2.            SUMMARY OF THE B SHARE SCHEME

The Board has proposed a flexible method by which the Initial Cash Return is to be effected in light of the Company's diverse shareholder base, which includes institutional, corporate and individual Shareholders based in a number of jurisdictions. Accordingly, the Initial Cash Return will be by way of the B Share Scheme under which Shareholders will receive a bonus issue of a newly created class of shares, B Shares, pro rata to their holding of Ordinary Shares. Each Shareholder (other than an Overseas Shareholder resident, or with a registered address, in a Restricted Territory) will then be able to elect for the Initial Cash Return to be through either the payment of a dividend in respect of the B Shares (the B Share Dividend), acceptance of an offer by the Company to purchase the B Shares (the B Share Purchase Offer) or a combination of both. In the absence of an election being made, Shareholders will be deemed to have elected to receive their return by way of the B Share Dividend.

Regardless of which election Shareholders make, each Shareholder will receive the same amount per Ordinary Share. Assuming no adjustment to the estimated Initial Cash Return of 49.25 pence per Ordinary Share pursuant to the terms of the Disposal Agreement referred to above, the Initial Cash Return will amount to approximately £177.3 million in aggregate.

The main features of the B Shares, and the alternative options available to Shareholders, are summarised in paragraph 3 below.

3.            THE B SHARE SCHEME

Under the Initial Cash Return, Shareholders will receive:

One B Share for every one Ordinary Share held on the Record Date

You will have the following alternative options in relation to your B Shares. Shareholders should read

Part VI 'Taxation' before determining their elections since each will have different tax consequences.

Shareholders who are in any doubt as to their tax position or who are subject to tax in a jurisdiction other than the United Kingdom should consult an appropriate professional adviser.

Overseas Shareholders resident, or with a registered address, in a Restricted Territory should be aware that a choice for the receipt of their Initial Cash Return cannot be offered. Accordingly, Overseas Shareholders in a Restricted Territory will only be entitled to receive the B Share Dividend.

Option 1: B Share Dividend

If you choose this option in respect of your B Shares, you will receive a single dividend of an amount equal to the Initial Cash Return per B Share in respect of those B Shares. Following receipt of the B Share Dividend, your B Shares will automatically convert into Deferred Shares with extremely limited rights and negligible value.

It is expected that the B Share Dividend will be treated as income for United Kingdom tax purposes.

If you wish to choose Option 1: B Share Dividend in respect of all of your B Shares you do not need to complete and return the personalised Form of Election (if you are a Shareholder who holds a share certificate or share certificates in respect of your Ordinary Shares (a "certificated Shareholder")) or send a TTE Instruction in CREST (if you are a Shareholder who holds their Ordinary Shares in CREST (an "uncertificated Shareholder")).

Option 2: B Share Purchase Offer

If you choose this option in respect of your B Shares, the Company will buy those B Shares for an amount equal to the Initial Cash Return per B Share. All B Shares bought back by the Company will immediately be cancelled.

It is expected that the proceeds from the B Share Purchase Offer will be treated as capital for United Kingdom tax purposes.

Overseas Shareholders resident, or with a registered address, in a Restricted Territory will not be eligible for the B Share Purchase Offer and so will be deemed to have elected for Option 1: B Share Dividend in respect of their B Share Entitlement.

If you wish to choose Option 2: B Share Purchase Offer in respect of some or all of your B Shares you need to complete and return a valid Form of Election for certificated Shareholders (Shareholders are not required to return their share certificates with the Form of Election) or submit a valid TTE Instruction in CREST for uncertificated Shareholders. Details of how to complete and return your Form of Election are set out in Part II of this document and details on how to send a valid TTE Instruction through CREST are set out in Part VII of this document.

If you do not properly complete and return your Form of Election or if you are a CREST holder and you do not send a valid TTE Instruction, you will be deemed to have elected for Option 1: B Share Dividend in respect of all of your B Shares.

Further information on each of the B Share Alternatives is set out in Part III of this document.

4.            ADOPTION OF NEW ARTICLES

As the Current Articles need to be updated in order to implement the B Share Scheme and to ensure that the Board composition following a likely reduction in the size of the Board upon completion of the lnitial Cash Return continues to comply with the requirements set out in the Company's Current Articles, it is proposed that the New Articles are adopted in substitution for the Current Articles. The New Articles reflect the following key changes to the Current Articles:

(a)          the following new definitions have been added to article 2.1 (Definitions):

"B Shares" the non-cumulative limited-voting preference shares of 0.0001 pence each in the capital of the Company with the rights and restrictions described in Article 5A;

"Deferred Shares" the non-voting redeemable deferred shares of 0.0001 pence each in the capital of the Company with the rights and restrictions described in Article 5B;

(b)          in article 4 (Share capital amount), the amount of share capital of the Company available for issue has been increased by £360, divided into 360,000,000 B Shares, to enable the Company to issue the B Shares in connection with the B Share Scheme;

(c)           the power of the Board to allot and issue the B Shares, by way of a bonus issue, and the rights and restrictions attaching to the B Shares (as more particularly summarised in Part IV of this document) are set out in a new article 5A;

(d)          the rights and restrictions attaching to the Deferred Shares (as more particularly summarised in Part V of this document) are set out in a new article 5B;

(e)          the requirement to obtain prior Shareholder authority in relation to a reduction of capital (under article 12) and a capitalisation of reserves (under article 141) has been qualified to the extent that the new articles 5A and 5B contain appropriate authorisations in connection with the same in order to help facilitate the B Share Scheme; and

(f)           in order to reflect a likely reduction in the size of the Board following completion of the Initial Cash Return, articles 79 and 80 have been amended to provide for a minimum number of three directors.

Copies of the New Articles together with a comparison of the New Articles against the Current Articles are available for review from the Company's registered office at any time before the Extraordinary General Meeting; in addition, copies of the New Articles will be available on the Company's website at www.unitechcorporateparks.com and at the Extraordinary General Meeting.

5.            ADDITIONAL RETURNS OF CAPITAL AND FUTURE OF THE COMPANY

As set out in the circular dated 11 June 2014, the Company intends to make cash returns to Shareholders in the period from Completion up to the time at which the Company enters a members' voluntary winding up or other restructuring. The aggregate cash returns were estimated at that time to amount to 56p per Ordinary Share, based on a number of assumptions, and such amount would be reduced to the extent of, inter alia :

(a)       Any deductions from the consideration payable at Completion, pursuant to the terms of the Disposal Agreement

As referred to above, the consideration was reduced by 60 per cent. of the amount of certain funds placed with two financial institutions in the name of two Project Companies which had not been repaid by Completion. This reduction amounted to £15.8 million (INR 1,570 million). The Disposal Agreement provides that 60 per cent. of any recovery of such outstanding funds (denominated in Indian Rupees) by or on behalf of the Project Companies will be repaid to the Company. The Board believes that the Project Companies have strong grounds for enforcing repayment and the Company and the Project Companies continue to pursue repayment of these funds from the two financial institutions and may decide to proceed with alternative means to obtain redress although the timing and eventual amount recovered cannot be estimated with certainty. Any net repayment received by the Company of these funds (and converted into Sterling at the Sterling:Rupee exchange rate prevailing at that time) is anticipated to be returned to Shareholders as referred to below.

(b)       Any claims by the Purchaser under the limited warranties or the Company's undertakings on the Disposal Agreement

In the event that there are any such claims by the Purchaser, these will need to be brought within a period of not more than 60 days from Completion. In such circumstances the Company may reduce the Initial Cash Return. The Company expect to announce the amount of the Initial Cash Return on 7 January 2015.

(c)        Any taxation liability resulting from the Disposal

There has been no change to the taxation advice received by the Board prior to the announcement of the Disposal, namely that the sale of Candor is not expected to result in a tax liability for UCP in either India or Mauritius. The Company is, however, required to file a tax return in India after the end of the current tax year on 31 March 2015 and the Board has decided, conservatively, to retain an amount of £4 million until such tax return has been filed.  In light of the advice that no tax liability is expected to result from the Disposal, it is therefore anticipated that this sum should ultimately be able to be returned to Shareholders.

(d)       Any differences between actual costs and the estimated running expenses of the Company until the final return of capital to Shareholders

The Company currently estimates that disposal costs and running expenses of the Company in the period from November 2014 up to the Company entering a members' voluntary winding up or other restructuring will amount to approximately £3.6 million.

The Board has also decided to retain a further £4 million as a prudent reserve against additional external costs which may be incurred and unforeseen events, and will be returned to Shareholders at the time of the members' voluntary winding up or other restructuring of the Company to the extent not utilised. For example, on 10 April 2014, Cruz City 1 Mauritius Holdings ("Cruz City") obtained from the English Court a worldwide freezing order (the "Freezing Order") over the assets of Unitech Limited, Burley Holdings Limited and Arsanovia Limited. UCP was served with the Freezing Order and was obliged to take all steps necessary to ensure compliance by it with the terms of the Freezing Order in a manner that did not affect UCP's operations and contractual relations (including the agreement to sell certain of its assets to Brookfield) or its ability to make distributions to Shareholders (which include an affiliate of Unitech Limited). UCP will continue to take such steps, as required to ensure compliance with the Freezing Order. UCP has incurred, and expects to further incur, legal costs and expenses in this regard. On 5 September 2014, UCP obtained from the English Court an order requiring Cruz City to reimburse UCP's reasonable legal costs incurred in relation to the Freezing Order ("the Costs Order"). UCP intends to take such steps as are necessary to ensure compliance by Cruz City with the Costs Order.

Following Completion, the Company's cash balances net of the provision for the Disposal transaction costs and future running costs of the Company in the period up to the Company entering a members' voluntary winding up or other restructuring and the £8 million retentions referred to above, amounted to £177.3 million (approximately 49.25 pence per Ordinary Share).

No provision has been made for claims by the Purchaser under the limited warranties or the undertakings given by the Company under the Disposal Agreement and accordingly in the absence of any claims or unforeseen circumstances it is expected that the Initial Cash Return to be announced on 7 January 2015 will amount to 49.25 pence per Ordinary Share (amounting to £177.3 million in aggregate).

The Company's Investing Policy, as approved by Shareholders on 27 June 2014, is to return capital to Shareholders. It is expected that at the end of this process the Company will enter a members' voluntary winding up or other restructuring and this is likely to take place in 2015.

6.            TAXATION

A guide to certain UK tax consequences of the B Share Scheme under current UK law and HM Revenue & Customs' practice, together with certain US tax consequence is set out in Part VI of this document.

7.            OVERSEAS SHAREHOLDERS

Overseas Shareholders' attention is drawn to paragraph 8 of Part III of this document. In particular, Overseas Shareholders (other than those in Restricted Territories) should note that, by making a valid election for the B Share Purchase Offer, such Shareholders will be deemed to represent, warrant, undertake and/or agree (as applicable) in the terms set out in paragraph 8 of Part III of this document. Furthermore, Overseas Shareholders resident, or with a registered address, in a Restricted Territory will be deemed to have elected for the B Share Dividend in respect of all of their B Share Entitlement. The tax consequences of the B Share Scheme may vary for Overseas Shareholders and, accordingly, Overseas Shareholders should consult their own independent professional adviser without delay.

8.            ANNUAL GENERAL MEETING

Shareholders will find at the end of this document a notice convening an Annual General Meeting of

the Company, to be held at IOMA House, Hope Street, Douglas, Isle of Man IM1 1AP at 10.00 a.m. on 22 December 2014.

The following resolutions will be proposed at this year's Annual General Meeting:

Resolutions numbered 1 to 7 in the Notice of Annual General Meeting to be proposed at the Annual General Meeting are all 'ordinary business' and will each be proposed as an ordinary resolution as follows:

1.    the receipt and adoption of the audited annual accounts of the Company for the financial year ended 31 March 2014, together with the reports of the Directors and auditors thereon;

2.    the re-election of Donald Lake who retires and, being eligible, offers himself for re-election as a Director at the Annual General Meeting;

3.    the re-election of Ajay Chandra who retires and, being eligible, offers himself for re-election as a Director at the Annual General Meeting;

4.    the re-election of Nicholas Sallnow-Smith who retires and, being eligible, offers himself for re-election as a Director at the Annual General Meeting;

5.    the re-election of John Sleeman who retires and, being eligible, offers himself for re-election as a Director at the Annual General Meeting;

6.    the re-election of Mohammad Khan who retires and, being eligible, offers himself for re-election as a Director at the Annual General Meeting; and

7.    the reappointment of KPMG Audit LLC as auditors of the Company and the authorisation of the Directors to determine the auditors' remuneration.

Re-Election of Directors

In accordance with the Company's articles of association, and in line with UK Corporate Governance Code best practice, each of the Directors shall retire, and seek re-election, as a Director at the Annual General Meeting.

Biographical details of the Directors

Donald Lake

Mr Lake is a fellow of The Royal Institution of Chartered Surveyors, having qualified with Matthews & Goodman in the City of London. Subsequently, he was a director of the property arm of C T Bowring & Co. Limited and for 14 years the sole external member of the property investment committees of Crusader Insurance PLC.

Mr Lake has many years' experience of commercial and residential development projects in the UK and some European countries. Mr Lake is also a director of Alpha UK Multi-Property Trust PLC (listed on the London Stock Exchange), Business Centre Properties PLC and Healthcare & Leisure Property

Limited (both formerly listed in the Channel Islands), and of European Property Investment Portfolio PLC (an open ended fund).

Mr Lake is the non-executive chairman of the Company, of the Company's subsidiaries in Mauritius and is a member of the Company's Audit Committee.

Ajay Chandra

Ajay has a Bachelor's degree in Civil Engineering from Cornell University, USA and a Master's degree in Business Administration from the University of North Carolina, USA. He is currently the Managing Director of Unitech, which is the largest listed Real Estate developer in India. He is responsible for all of Unitech real estate activities in the Eastern, Southern and Western regions of India and also for Unitech's expansion into amusement and entertainment parks across India.

Between 1992 and 1993, Mr Chandra worked as an equity analyst for Jardine Fleming, an international investment bank, covering both banking and hospitality sectors.

Nicholas Sallnow-Smith

Mr Sallnow-Smith has a wide-ranging property, finance and management background in Asia and the

United Kingdom over the last 30 years, including through his role as chief executive of Hongkong Land Holdings Limited between 2000 and 2007 and regional chief executive, NE Asia, of Standard Chartered PLC until 2008. He is chairman of the Link Management Limited, investment manager to The Link Real Estate Investment Trust, which is currently Asia's largest REIT and is also an independent non-executive director of Wynn Macau Limited.

Mr Sallnow-Smith is a non-executive Director of the Company and is Chairman of the Company's Audit Committee.

John Sleeman

Mr Sleeman has over 35 years of investment banking experience with extensive knowledge of equity capital markets, M&A and debt. John was a director of Samuel Montagu and Managing Director, Head of the International Team, Corporate Finance and Advisory at HSBC Bank plc, responsible for HSBC's Investment Banking business in Russia, Central and Eastern Europe, North and sub-Saharan Africa, Greece, India, Israel, Malta, the Middle East and Turkey.

Mr Sleeman has served as a board director of OSJC Power Machines and JSC Open Investments, and is currently chairman of PV Crystalox Solar PLC. He is a founding partner of, and now senior adviser to, S.P. Angel Corporate Finance LLP, an investment banking boutique that is a Member of the London Stock Exchange, an AIM nominated adviser and Broker and an ISDX Growth Markets Corporate Adviser.

Mr Sleeman is a fellow of the Institute of Chartered Accountants in England and Wales and an Associate of the Chartered Institute of Bankers.

Mr Sleeman is a non-executive Director of the Company and is a member of the Company's Audit Committee.

Mohammad Yusuf Khan

Dr Khan holds an honorary doctorate degree in Business Management from Burkes University and a degree in science from the University of Kashmir. He is currently the chairman of the Banking and Advisory Council for Yes Bank Limited. He is also a director of Bharat Hotels in India and a senior advisor to Berenson & Company.

Previously, Dr Khan has held the positions of chairman of J&K Bank, Managing Director of J&K Agro Industries Development Corporation and managing director of J&K Tourism Development Corporation. Dr Khan is the chairman of Chinab Valley Power Corporation, a director of the Federal Bank of India and a director of Zee Entertainment.

Dr Khan is a non-executive Director of the Company and is a member of the Company's Audit Committee.

9.            EXTRAORDINARY GENERAL MEETING

Shareholders will find at the end of this document a notice convening an Extraordinary General Meeting of the Company, to be held at IOMA House, Hope Street, Douglas, Isle of Man IM1 1AP at

10.30 a.m. on 22 December 2014.

At the Extraordinary General Meeting, the Resolution will be proposed to approve, amongst other things, the B Share Scheme and the adoption of the New Articles.

10.          ACTION TO BE TAKEN

Action Shareholders should take in relation to the Annual General Meeting and Extraordinary General Meeting

Shareholders will find enclosed with this document Forms of Proxy for use at the Annual General Meeting and Extraordinary General Meeting. Whether or not you intend to be present at the Annual General Meeting or Extraordinary General Meeting, you are requested to complete and return the Forms of Proxy so as to reach the Company's registered office at IOMA House, Hope Street, Douglas, Isle of Man IM1 1AP, either by personal delivery, post (Shareholders may use the accompanying reply paid envelope if posting from inside the UK), facsimile transmission (+44 (0)1624 681392) or email (grainned@iomagroup.co.im), as soon as possible and, in any event, not later than 10.00 a.m. on 20 December 2014 in respect of the Annual General Meeting and not later than 10.30 a.m. on 20 December 2014 in respect of the Extraordinary General Meeting, in both cases being not less than 48 hours before the time appointed for the Annual General Meeting and Extraordinary General Meeting respectively.

Completion and return of the Forms of Proxy will not, however, prevent you from attending at the Annual General Meeting or Extraordinary General Meeting and voting in person if you should wish to do so.

Action Shareholders should take in relation to the B Share Scheme

The procedure for making elections under the B Share Scheme depends on whether your existing Ordinary Shares are held in certificated or uncertificated form and is summarised below.

Shareholders (other than Overseas Shareholders resident, or with a registered address, in a Restricted Territory) may elect for any combination of the B Share Alternatives provided that the total number of Ordinary Shares in respect of which an election is made does not exceed a Shareholder's total holding as at the Record Date.

Shareholders need to make their own decision regarding any election(s) they make under the B Share Scheme between the B Share Alternatives and are recommended to consult their own independent professional adviser.

(a)          Ordinary Shares held in certificated form

Shareholders (other than Overseas Shareholders resident, or with a registered address, in a Restricted Territory) who hold Ordinary Shares in certificated form should make any election for the B Share Alternative(s) suitable for them by completing the Form of Election, in accordance with the instructions printed thereon, and returning it to Capita Asset Services, Corporate Actions, The Registry, 34 Beckenham Road, Beckenham, Kent BR3 4TU as soon as possible and, in any event, so as to be received by post or using the accompanying reply paid envelope if posting from inside the United Kingdom or (during normal business hours only) by hand by no later than 1.00 p.m. on 8 January 2015.

Shareholders who do not complete and return a valid Form of Election by 1.00 p.m. on 8 January 2015 will be deemed to have elected for Option 1: B Share Dividend in respect of their entire B Share Entitlement.

Overseas Shareholders with a registered address in a Restricted Territory will not be sent a Form of Election and will be deemed to have elected for Option 1: B Share Dividend in respect of all of their B Share Entitlement.

(b)          Ordinary Shares held in uncertificated form

Shareholders (other than Overseas Shareholders resident, or with a registered address, in a Restricted Territory) who hold their Ordinary Shares in uncertificated form should refer to the applicable procedures and related timings set out in paragraph 2 of Part VII of this document. Any Shareholder whose TTE Instruction does not settle by 1.00 p.m. on 8 January 2015 will be deemed to have elected for Option 1: B Share Dividend in respect of their entire B Share Entitlement.

The CREST Manual may also assist you in making a TTE Instruction.

Shareholders who do not make a valid election, and all Overseas Shareholders resident, or with a registered address, in a Restricted Territory, will be deemed to have elected for Option 1: B Share Dividend in respect of ALL of their B Share Entitlement.

If you have any questions relating to this document and the completion and return of the Form of Election, please telephone Capita Asset Services between 9.00 a.m. and 5.30 p.m. (London time) Monday to Friday on 0871 664 0321 from within the UK or +44 20 8639 3399 if calling from outside of the UK. Calls to the 0871 664 0321 number cost 10 pence per minute (including VAT) plus your service provider's network extras. Calls to the helpline from outside the UK will be charged at applicable international rates. Different charges may apply to calls from mobile telephones and calls may be recorded and randomly monitored for security and training purposes. The helpline cannot provide advice on the merits of the proposed Initial Cash Return nor give any financial, legal or tax advice.

11.          RECOMMENDATION

The Independent Directors, taking into account the factors set out in this letter, believe that the Initial Cash Return is in the best interests of the Company and its Shareholders as a whole. Accordingly, the Independent Directors unanimously recommend that Shareholders vote in favour of the Resolution at the Extraordinary General Meeting, as they intend to do in respect of their own beneficial shareholdings.

Shareholders who have any questions with respect to the contents of this document may contact the Company Secretary, Philip Scales, on +44 (0)1624 681250.

Yours faithfully,

Donald Lake

Chairman"



Expected timetable of principal events

Publication and despatch of this document

28 November 2014

Latest time and date for receipt of Forms of Proxy for the Annual General Meeting

10.00 a.m. on 20 December 2014

Latest time and date for receipt of Forms of Proxy for the Extraordinary General Meeting

10.30 a.m. on 20 December 2014

Annual General Meeting

10.00 a.m. on 22 December 2014

Extraordinary General Meeting

10.30 a.m. on 22 December 2014

Announcement of the amount of the Initial Cash Return

7.00 a.m. on 7 January 2015

Shares marked 'ex' by the London Stock Exchange

8.00 a.m. on 7 January 2015

Latest time for receipt of Forms of Election from certificated Shareholders and TTE Instruction from CREST holders in relation to the B Share Alternatives

1.00 p.m. on 8 January 2015

Record Date for participation in the Initial Cash Return

5.00 p.m. on 8 January 2015

B Shares issued to Shareholders

9 January 2015

Option 1: B Share Dividend


B Share Dividend Date

9 January 2015

B Shares in respect of which the B Share Dividend is payable convert into Deferred Shares

9 January 2015

Dispatch of cheques or CREST accounts credited (as appropriate) in respect of the B Share Dividend

by 16 January 2015

Redemption of Deferred Shares

19 January 2015

Option 2: B Share Purchase Offer


B Share Purchase Date

9 January 2015

Dispatch of cheques or CREST accounts credited (as appropriate) in respect of the B Shares purchased

by 16 January 2015

All references to times in this document are to London times unless otherwise stated.

Enquiries:

Westhouse Securities Limited

Alastair Moreton/Darren Vickers

Tel: +44 (0)20 7601 6118


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