18 May 2012
Conversion of B Shares into Ordinary Shares and Deferred Shares
Aggreko PLC (the "Company") announces that it has today sent a letter to the holders of its B Shares giving notice that the Company intends to exercise its power set out in article 6A(G)(i) of the Company's articles of association (the "Articles of Association") to convert all outstanding B Shares into ordinary shares in the Company (the "Conversion"). The Conversion will take place on 31 May 2012 (the "Conversion Date").
The B Shares were created pursuant to the return of approximately £150 million of cash approved by Shareholders on 5 July 2011, details of which were contained in the Circular to Shareholders dated 10 May 2011 (the "Circular"). The Company purchased 2,947,585 B Shares on 3 May 2012 pursuant to the terms of a second purchase offer made by the Company in relation to the B Shares, details of which were contained in a letter dated 14 March 2012 sent by the Company to holders of B Shares. There are currently 3,716,146 B Shares outstanding.
Details of the Conversion
The Conversion shall be on the basis of one ordinary share for every (M/55) B Shares (where M represents the average of the closing mid-market quotations in pence of the ordinary shares on the London Stock Exchange, as derived from the Official List for the five business days immediately preceding the Conversion Date), fractional entitlements being disregarded and the balance of the aggregate nominal value of such shares (including any fractions) shall be constituted by reclassifying B Shares as deferred shares of 1/775 pence each, which shall have the same rights and be subject to the same restrictions as the deferred shares of 6 18⁄25 pence set out in article 6A(I) of the Articles of Association. The B Share Continuing Dividend accrued in respect of the period between 11 July 2011 and 31 May 2012 will be paid to holders of B Shares on 31 May 2012.
Terms defined in the Circular have the same meaning when used in this announcement.
For further information, please contact:
Peter Kennerley - Company Secretary - Tel: 0141 225 5926
Helen Middlemist - Assistant Company Secretary - Tel: 0141 225 5917
Neither the ordinary shares nor the B Shares have been or will be registered under U.S. Securities Act of 1933 as amended (the "Securities Act") or the securities laws of any other U.S. jurisdiction, and none of them may be offered or sold in the United States unless pursuant to an exemption from, or in a transaction not subject to the registration requirements of, the Securities Act.
The release, publication or distribution of this announcement in certain jurisdictions may be restricted by law and therefore persons in such jurisdictions into which this announcement is released, published or distributed should inform themselves about and observe such restrictions.
This announcement does not constitute, or form part of, an offer to sell or the solicitation of an offer to subscribe for any securities, nor the solicitation of any vote or approval in any jurisdiction, nor shall there be any sale, issue or transfer of the securities referred to in this announcement in any jurisdiction in contravention of applicable law.
This information is provided by RNS
The company news service from the London Stock Exchange
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