The Bonus Shares will be issued to Shareholders who appear on the Company's register of members as at 6pm on 11 December 2020 (the "Bonus Issue Record Time") and Bonus Issue entitlements will be calculated using the formula outlined in this RNS announcement and the shareholder circular seeking approval of the Bonus Issue (the "Circular"), to be posted to Shareholders today.
The Company announces the dates and times given in the table below in connection with the Bonus Issue, which are indicative only and are based on the Company's current expectations and are subject to change. If any dates and/or times in this expected timetable change, the revised dates and/or times will be notified to Shareholders by announcement through a Regulatory Information Service. All times shown are London times unless otherwise stated.
The number of Bonus Shares (if any) to which each Shareholder on STV’s register of members as at the Bonus Issue Record Time is entitled, is calculated using the following formula:
a) the number of Ordinary shares held at the Bonus Issue Record Time multiplied by 3.0 pence; divided by
b) the average of the mid-market closing price (in pence) of an STV share on the Daily Official List of the London Stock Exchange for the five consecutive dealing days commencing from and including 3 December 2020.
No fraction of a Bonus Share will be issued; any fractional entitlements will be aggregated and the Company will procure that the maximum whole number of Bonus Shares resulting therefrom will be allotted and sold in the market and the net proceeds of sale will be donated by the Company to the STV Children’s Appeal charity.
In the event that the terms of the Bonus Issue would result in the Company issuing more than 783,800 Bonus Shares the Company will reduce each Shareholder’s entitlement to Bonus Shares pro rata such that the aggregate number of Bonus Shares issued does not exceed 783,800.
Shareholders are being asked to authorise the Directors to proceed with the Bonus Issue and to capitalise up to £1,500,000 standing to the credit of STV’s distributable profits for the purposes of applying such amounts in paying up in full the Bonus Shares.
The Bonus Shares will be fully paid up and rank pari passu in all respects with the existing ordinary shares of STV and will have the rights, and be subject to the restrictions, provided for in STV’s Articles of Association.
Shareholders are advised to consult their tax advisers on their tax position in respect of any Bonus Shares.
Expected Timetable of Principal Events
Publication of Circular (including the Notice of General Meeting) and the Form of Proxy — 13 November 2020
Latest time and date for receipt of the Form of Proxy (or appointing a proxy electronically or submitting a proxy via CREST) for the General — 12:30pm on 1 December 2020
Voting Record Time — 12:30pm on 1 December 2020
General Meeting — 12:30pm on 3 December 2020
Bonus Issue Ex- date — 8am on 10 December 2020
Bonus Issue Record Time — 6pm on 11 December 2020
Admission and commencement of dealings in the Bonus Shares — 8am on 18 December 2020
CREST accounts of Shareholders holding in uncertificated form credited with the Bonus Shares — on or after 8am on 18 December 2020
Despatch of share certificates for the Bonus Shares to Shareholders holding in certificated form — within 5 Business Days of Admission
(1) Entitlement to vote at the General Meeting by appointing a proxy, and the number of votes which may be cast at the General Meeting, will be determined by reference to the Company's register of members at 12:30pm on 1 December 2020 or, if the meeting is adjourned, not later than 48 hours before the time appointed for the adjourned meeting (as the case may be). In each case, changes to the register of members after the relevant deadline shall be disregarded.
(2) All events in the above timetable following the holding of the General Meeting are conditional on the passing of the Resolution at the General Meeting.
Publication of Circular and Notice of General Meeting
The Company announces that the Circular and the Notice of General Meeting has been published on the Company’s website at www.stvplc.tv and will be posted to Shareholders today. The Form of Proxy is available at www.signalshares.com. The Circular is not required to be approved by the FCA under the Listing Rules.
In light of the COVID-19 pandemic the General Meeting will take place as a closed meeting and Shareholders will not be able to attend in person.
The Company will make arrangements such that the legal requirements to hold the General Meeting can be satisfied.
Despite these exceptional circumstances, the Board is keen to maintain engagement with Shareholders. In order to facilitate this, if you are a Shareholder and would like to ask the Board a question on the formal business of the General Meeting, please email your question to the Company Secretary Jane.Tames@stv.tv by 6pm on 2 December 2020. Responses will be made via return of email and published on our website at www.stvplc.tv. Whilst you will be unable to attend, you have the right to appoint a proxy to vote at the General Meeting on your behalf. To ensure that your vote can be exercised, we would encourage you to appoint the Chairman as your proxy. If you appoint another person, they will not be able to access the General Meeting and your vote will not be able to be exercised.
A copy of the Circular and the Notice of General Meeting will shortly be submitted to the National Storage Mechanism and will be available for viewing at https://data.fca.org.uk/#/nsm/nationalstoragemechanism.
STV Group plc urges Shareholders to read the Circular once published carefully because it contains important information in relation to the Bonus Issue. Any vote in respect of the Resolution to be proposed at the General Meeting to approve the Bonus Issue should be made only on the basis of the information contained in the Circular. The Bonus Issue will be subject to the applicable requirements of the London Stock Exchange and the FCA.
For further information please contact:
STV Group plc
Jane E A Tames
Tel: 0141 300 3000
APPENDIX - DEFINITIONS
The following words and expressions shall have the following meanings in this Announcement unless the context otherwise requires:
"Admission" admission of the Bonus Shares to listing on the premium listing segment of the official list of the FCA in accordance with the UK Listing Rules and to trading on the Main Market in accordance with the UK Admission and Disclosure Standards;
“Articles of Association” means the Company’s articles of association, as currently adopted;
"Bonus Issue Record Time" 6pm on 11 December 2020;
“Bonus Issue” the capitalisation of up to £1,500,000 standing to the credit of the Company’s distributable profits and applying such amount in paying up in full and issuing the Bonus Shares;
“Bonus Shares” the new Shares to be issued pursuant to the Bonus Issue;
"Circular" the shareholder circular seeking approval of the Bonus Issue, to be posted to Shareholders today;
"CREST" the relevant system (as defined in the Crest Regulations) in respect of which Euroclear is the operator (as defined in those regulations);
"CREST Regulations" the Uncertificated Securities Regulations 2001 (S.I. 2001 No. 3755), as amended;
"Directors" or "Board" the board comprising the executive directors and non-executive directors of the Company as at the date of this Announcement;
"Euroclear" Euroclear UK & Ireland, the operator of CREST;
"FCA" the UK Financial Conduct Authority;
"Form of Proxy" the Form of Proxy available on www.signalshares.com;
"FSMA" the Financial Services and Markets Act 2000, as amended;
"General Meeting" the general meeting of the Company to be held at 12:30pm on 3 December 2020 or any adjournment thereof;
"STV" or "Company" STV Group plc, incorporated in Scotland with registered number SC203873, whose registered office is Pacific Quay, Glasgow G51 1PQ;
"Listing Rules" the listing rules and regulations made by the FCA under Part VI of the FSMA, as amended;
"Notice of General Meeting" the notice that will be set out at the end of the Circular giving Shareholders notice of the General Meeting;
"Regulatory Information Service"
or "RIS" any of the services authorised by the FCA from time to time for the purpose of disseminating regulatory announcements;
"Resolution" the ordinary resolution set out in the Notice;
"Shareholders" the holders of the Shares in the capital of the Company;
"Shares" the ordinary shares of £0.50 each in the capital of the Company;
“UK” the United Kingdom of Great Britain and Northern Ireland;
“uncertificated” a Share recorded on a company’s share register as being held in uncertificated form in CREST and title to which, by virtue of the CREST Regulations, may be transferred by means of CREST.
"Voting Record Time" 12:30pm on 1 December 2020, or, if the General Meeting is adjourned, not later than 48 hours before the time appointed for the adjourned meeting.