Notice of Intended Cancellation of Preference Shares
Balfour Beatty has given notice to holders of its cumulative convertible redeemable preference shares of 1p each (the “Preference Shares”) that it intends to redeem the Preference Shares in full at a price of 100p per Preference Share together with accrued interest to the date of repayment on 1 July 2020.
Should you have any queries concerning this notice of redemption please contact the Registrars, Link Group, on +44 (0) 371 664 0524 (Link Group is the trading name of Link Market Services Limited). Calls are charged at the standard geographic rate and will vary by provider. Calls outside the United Kingdom will be charged at the applicable international rate. The helpline is open between 9.00 am and 5.30 pm, Monday to Friday excluding public holidays in England and Wales; calls may be recorded and monitored for security and training purposes. Alternatively, enquiries may be sent by email to: firstname.lastname@example.org
On 31 December 1994, 177,108,576 Cumulative Convertible Redeemable Preference Shares of 1p each ('preference shares') were issued in exchange for the then outstanding Convertible Capital Bonds issued by BICC Capital Finance Limited.
All issued preference shares are fully paid. During the current and prior year, no preference shares were repurchased for cancellation by the Company.
Holders of preference shares are entitled to a preferential dividend equivalent to a gross payment of 10.75p per preference share per annum, payable half-yearly. A preference dividend of 5.375p per cumulative convertible redeemable preference share of 1p was paid on 1 July 2019 in respect of the six months ended 30 June 2019. A preference dividend of 5.375p per cumulative convertible redeemable preference share of 1p was paid on 1 January 2020 in respect of the six months ended 31 December 2019.
On 1 July 2020, any preference shares still outstanding are redeemable at £1 each, together with any arrears or accruals of dividend, unless the holder exercises any option granted by the Company to extend the redemption date. The maximum redemption value of all of the issued
and outstanding preference shares, excluding any arrears or accruals of dividend, was £112m at 31 December 2019 (2018: £112m).
At the option of the holder, preference shares are convertible on the first day of the next calendar month following receipt of the conversion notice into new Balfour Beatty plc ordinary shares effectively on the basis of 24.69136 ordinary shares for every 100 preference shares, subject to adjustment in certain circumstances. The Company is entitled to convert all outstanding preference shares into ordinary shares if there are fewer than 44,281,239 preference shares in issue or if the average of the closing mid-market price for a Balfour Beatty plc ordinary share during a 30-day period exceeds 810p, subject to adjustment in certain circumstances.
Preference share rights
The preference shares carry no voting rights at a general meeting of the Company, except where the dividend is six months or more in arrears, or where the business of the meeting includes a resolution which directly affects the rights and privileges attached to the preference shares or a resolution for the winding up of the Company. On winding up the Company, holders are entitled to receive the sum of £1 per preference share, together with any arrears or accruals of dividend, in priority to any payment on any other class of shares.
The preference shares are a compound instrument, comprising equity and liability components. The fair value of the liability component at the date of issue, included under non-current liabilities, was estimated using the prevailing market interest rate of 13.5% per annum for a similar non-convertible instrument. The difference between the proceeds of issue of the preference shares and the fair value assigned to the liability component, at the date of issue, representing the equity conversion component at £18m, was included in equity holders’ equity, net of deferred tax.