Announcement: Proposed Share Capital Reorganisation

Posted: 19 May 2014

· Further to the announcement on 25 September 2013 in which the Board of Directors of Shepherd Neame Limited (the “Company”) stated that it would be undertaking a review to assess the impact of the Company’s share capital structure on share liquidity, the Board today announces that it is proposing a simplification of the share capital structure of the Company (“Share Capital Reorganisation”).  This will result in the Company having a single class of Ordinary Shares in issue
 
· Issued ‘A’ Shares and ‘B’ Shares to be converted into a single class of Ordinary Shares
 
· 11,457,500 issued ‘A’ Shares of £1.00 nominal value and 68,000,000 issued ‘B’ Shares of 2 pence nominal value to be converted into 14,857,000 issued Ordinary Shares of 50 pence nominal value
  · Each ‘A’ Shareholder will receive 1 Ordinary Share of 50 pence nominal value for each ‘A’ Share of £1.00 nominal value
  · Each ‘B’ Shareholder will receive 1 Ordinary Share of 50 pence nominal value for 20 ‘B’ Shares of 2 pence nominal value; equivalent to a 2.5 times premium
 
· Economic and voting rights of all Shareholders to be re-aligned
 
· Shepherd Neame will remain a private limited company; Family Members, Directors and employees’ aggregate beneficial interest immediately post the Share Capital Reorganisation will be approximately 54% of the issued share capital and votes
 
· Board intends to grow the dividend rate payable to all Shareholders with a view to a target dividend cover in the region of 2 times basic earnings per share pre-exceptional items in the medium term
 
· Ordinary Shares will trade on the ISDX Growth Market and will be fully transferable
 
· The Board has received irrevocable undertakings to vote in favour of the Resolutions from Shareholders holding, in aggregate, 2,812,760 'A' Shares (representing 24.6 per cent. of the issued 'A' Shares and 3.5 per cent. of the total voting rights) and 44,958,042 'B' Shares (representing 66.1 per cent. of the issued 'B' Shares and 56.6 per cent. of the total voting rights), together representing 29.0 per cent. of the total issued share capital and 60.1 per cent. of the total voting rights of the Company.  The Board has also received a letter of intent to vote in favour of the Resolutions in respect of 183,355 'A' Shares, representing 1.6 per cent. of the total 'A' Shares, 1.4 per cent. of the total issued share capital and 0.2 per cent. of the total voting rights of the Company.
 
· A Circular to the Company's shareholders will be posted today and will shortly be available at www.shepherdneame.co.uk/investor-relations/general-meetings along with a copy of the proposed New Articles.
 
Commenting on today's announcement, Chairman Miles Templeman said:
 
"Shepherd Neame is a highly successful family business with a proud heritage, a clear strategy and a bright future.
 
Over the last few years, the Board has taken some important steps to enhance its business with the acquisition of some excellent pubs and hotels, modernisation of the brewery and strengthening of our brand portfolio, as well as a Business and Board reorganisation to give clear focus to this strategic development and drive higher performance out of existing assets. The Board believes it is well placed to deliver on its objectives and drive future value for Shareholders.
 
Following extensive consultation with our Shareholders we have concluded that now is an appropriate time to simplify our governance and share capital structure and to re-align the voting and economic rights of ‘A’ and ‘B’ Shareholders.
 
We will continue as a private limited family company with our shares traded on the ISDX Growth Market as a low cost dealing facility and with considerable tax advantages.
 
We believe this proposal is in the interests of all Shareholders."
 
Expected timetable of events
· Latest time and date for receipt of Form(s) of Proxy:
  · For the General Meeting: 12 noon on 3 June 2014
  · For the Class Meeting of ‘A’ Shareholders: 12.15 p.m. on 3 June 2014
  · For the Class Meeting of ‘B’ Shareholders: 12.20 p.m. on 3 June 2014
· General Meeting: 12 noon on 5 June 2014
· Class Meeting of ‘A’ Shareholders: 12.15 p.m. on 5 June 2014
· Class Meeting of ‘B’ Shareholders: 12.20 p.m. on 5 June 2014
· Record Date: 6.00 p.m. on 6 June 2014
· Admission and first day of dealings in Ordinary Shares: 9 June 2014
· Date on which existing share certificates become void: 9 June 2014
· CREST accounts credited with Ordinary Shares: 9 June 2014
· Date for dispatch of new share certificates in respect of Ordinary Shares: by 11 June 2014

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