Notice to the holders of 'C' Ordinary Shares and 'A' Ordinary Shares in Grafton Group (UK) plc
To the holders of ‘C’ Ordinary Shares and ‘A’ Ordinary Shares in Grafton Group (UK) plc (the “Company”)
Company Notice under Article 2(c)(v)(a)(ii) of the Articles of Association of the Company (the “Articles”)
Pursuant to Article 2(c)(v)(a)(ii) of the Articles, any person or persons holding a majority in nominal value of the ‘A’ Ordinary Shares of the Company in issue may by notice in writing (the “Requirement Notice”) to the Company call for all the holders of the ‘A’ Ordinary Shares of the Company to acquire all of the ‘C’ Ordinary Shares of the Company in issue at the date of such Requirement Notice.
The purpose of this notice (the “Company Notice”) is to inform the holders of the ‘A’ Ordinary Shares and ‘C’ Ordinary Shares of the Company that the Company received a Requirement Notice from Grafton Group plc (as the sole holder of the ‘A’ Ordinary Shares of the Company in issue) on 26 February 2021, which requires Grafton Group plc to acquire all of the ‘C’ Ordinary Shares of the Company in issue at 6.00 p.m. on 7 March 2021.
In addition, we refer to the extraordinary general meeting of Grafton Group plc held on 21 January 2021 where an amendment (the “Amendment”) was made to the articles of association of Grafton Group plc which is binding on all persons who are the holders of ‘C’ Ordinary Shares and ‘A’ Ordinary Shares in the Company (the “C Holders”). We note that the Amendment authorised and instructed Grafton Group plc and the Company to take any and all actions to effect the purchase of all of the ‘C’ Ordinary Shares of the Company in issue at 6.00 p.m. on 7 March 2021 in accordance with Article 2(c)(v)(a)(ii) of the Articles on the basis that the C Holders have thereby waived any entitlement to the purchase money paid as part of such purchase and have instead agreed that it shall be retained by the Company as part of its reserves in view of the immateriality of the amount involved relative to the cost of administering payment. .
In accordance with Article 2(c)(v)(a)(ii) of the Articles, the Requirement Notice and the Amendment, the Company hereby confirms that Grafton Group plc shall effect the purchase of all of the ‘C’ Ordinary Shares of the Company in issue at 6:00 p.m. on 7 March 2021 on the following basis:
- Grafton Group plc, as the holders of all of the ‘A’ Ordinary Shares of the Company in issue, shall purchase all of the ‘C’ Ordinary Shares of the Company in issue at a price of Stg0.0001p per ‘C’ Ordinary Share which shall be paid to and retained by the Company as part of its reserves.
- The Company will act as agent of the C Holders in relation to the transfer and may execute and complete the necessary transfers and receive the purchase monies on the basis that it shall be retained by the Company as part of its reserves.
- Following execution of the relevant transfer, the Company will cause Grafton Group plc and its nominee(s) to be registered as the holders of all of the ‘C’ Ordinary Shares of the Company in issue.
Gavin Slark
For and on behalf of
GRAFTON GROUP (UK) PLC
2 March 2021