Return of Capital 2014/15
Conversion of B Shares May 2015
On 15 May 2015 we sent a letter to the holders of our B Shares (“B Share Conversion Notice”), explaining that, following the completion of the Further Purchase Offer, the Company would convert the remaining B Shares into Ordinary Shares in the Company on 28 May 2015.
Full details of the Conversion, including the conversion ratio are contained in the B Share Conversion Notice.
Further Purchase Offer May 2015
On 18 March 2015 we sent a letter to the holders of our B Shares ("Letter to B Shareholders") outlining a proposed purchase of B Shares to be made by Aggreko, subject to certain conditions (the "Further Purchase Offer").
The B Shares were created following the 2014 return of capital, approved by Shareholders on 24 April 2014, details of which are contained in the Notice of Meeting and Circular. The Return of Cash provided Shareholders with three alternatives in relation to their B Shares. As a result of elections made by Shareholders in April 2014, there were 1,989,357 B Shares outstanding.
The Further Purchase Offer was effected by Aggreko on 5 May 2015 and gave B Shareholders the opportunity to sell all or some of their B Shares to Aggreko for 75.5 pence per B Share, free of all dealing expenses and commissions.
Full details of the Further Purchase Offer are contained in the Letter to B Shareholders.
Return of Capital June 2014
On 14 March 2014 shareholders in Aggreko were sent a circular outlining a proposed Return of Cash (the "Circular") equating to 75 pence per ordinary share.
Full details of the Return are contained in the Notice of Meeting and Circular.
1. What happened to my Aggreko ordinary shares?
The Existing Ordinary Shares will be split into ordinary shares and B Shares. You will receive one B Share for each Existing Ordinary Share. The ordinary shares arising out of the share split will be consolidated and divided and this will reduce the number of shares that all Shareholders hold. The intention is that, subject to market movements, the share price of one New Ordinary Share immediately after Listing of the New Ordinary Shares should be approximately equal to the share price of one Existing Ordinary Share immediately beforehand.
As a result, for every 83 Existing Ordinary Shares that you own at 5.30 p.m. on 27 May 2014, you will receive 79 New Ordinary Shares to replace them.
You will continue to own the same proportion of Aggreko immediately after the Share Capital Consolidation as you did you before, subject to fractional entitlements arising on the Share Capital Consolidation (see question 2 below).
2. What if the number of Existing Ordinary Shares I hold on the Record Date does not divide exactly by 83?
If, immediately before the Share Capital Consolidation, your holding of Existing Ordinary Shares does not divide exactly by 83, you will be left with a fractional entitlement to a New Ordinary Share. So, for example, a Shareholder with 100 Existing Ordinary Shares would, after the Share Capital Consolidation, hold 95 New Ordinary Shares and an entitlement to approximately 0.18 of a New Ordinary Share. Aggreko will combine all fractions and arrange to have them sold in the market. It is expected that CREST accounts and bank accounts, as appropriate, will be credited with your proportion of the sale or you will be sent a cheque for your proportion of the sale on 6 June 2014. However, should the cash consideration for your fractional entitlement be less than £3 your CREST account or bank account will not be credited nor a cheque despatched in respect of that entitlement and the proceeds will be retained by the Company.
3. What were the respective values of B Shares and the New Ordinary Shares on the first day on which the New Ordinary Shares were listed?
The respective individual values of the B shares and New Ordinary Shares were 75p (being the value of the income or capital cash return available to holders of B Shares) and 1749p (being the closing market value of the New Ordinary Shares on 28 May 2014).
4. What is the nominal value of the New Ordinary Shares?
4 329/395 pence per share.
5. When will the proceeds from the Return of Cash be paid?
Choice 1: Single B Share Dividend
It is expected that your CREST account or bank account will be credited with the proceeds of the B Share Dividend or a cheque will sent to you, as appropriate, on 6 June 2014 (or such other date as the Directors may determine).
Choice 2: Initial Purchase Offer
It is expected that your CREST account or bank account will be credited with the proceeds of the Initial Purchase Offer or a cheque will be sent to you, as appropriate, on 6 June 2014 (or such other date as the Directors may determine).
Choice 3: Retention of B Shares
If, as expected, the Company makes a further offer to purchase B Shares around the time of the Annual General Meeting in 2015, your CREST account or bank account will be credited with the proceeds of the offer shortly afterwards or a cheque in relation to the offer will be sent to you.