Croda International Plc - Annual Financial Report, Notice of Annual General Meeting and details of Special Dividend and Share Consolidation
On 26 February 2019, the Board of Croda International Plc (the "Company") released the Company's preliminary announcement of annual results for the year ended 31 December 2018 and announced its intention to return approximately £150 million to shareholders via a special dividend with a share consolidation (the "Announcement"). Further to the Announcement, the Company confirms that the following documents have been published and are being mailed to shareholders today:
- Annual Report and Accounts for the year ended 31 December 2018
- Notice of Annual General Meeting (the "Notice")
- Sustainability Report
Shareholders who have elected not to receive hard copy documents will receive a letter from the Company advising that the above listed documents are now available.
The Annual General Meeting of the Company will be held at 12 noon on 24 April 2019 at the Pavilions of Harrogate, Great Yorkshire Showground, Harrogate, North Yorkshire, HG2 8QZ.
Special Dividend
The amount of the special dividend is 115 pence per ordinary share of 10.357143 pence each ("Existing Ordinary Share"). If shareholders approve the special dividend, it will be paid on 30 May 2019 to all ordinary shareholders who are on the Register of Members at close of business on 26 April 2019.
Share Consolidation
It is proposed that the payment of the special dividend be accompanied by a consolidation of Existing Ordinary Shares on the basis of 41 new ordinary shares of 10.609756 pence each ("New Ordinary Shares") for every 42 Existing Ordinary Shares. A resolution to effect the special dividend and share consolidation will be proposed at the Annual General Meeting, details of which are set out in the Notice.
As at the close of business on 6 March 2019 (being the last practicable date prior to the publication of the Notice), the total amount of the special dividend was equivalent to 2.37 per cent. of the market capitalisation of the Company. The proposed share consolidation is intended to maintain comparability, as far as possible, of the Company's share price before and after the special dividend by reducing the number of Existing Ordinary Shares in issue by approximately the same percentage.
As all Existing Ordinary Shares in the Company will be consolidated, each shareholder's percentage holding in the total ordinary issued share capital of the Company immediately before and after the implementation of the share consolidation will (subject to any fractional entitlements or DRIP elections) remain unchanged. Fractional entitlements to New Ordinary Shares arising from the share consolidation will be aggregated and sold in the market on behalf of the relevant shareholders, the proceeds of which are expected to be sent by 17 May 2019.
Expected timetable for the special dividend and share consolidation
If any of the below times and / or dates change, the revised times and / or dates will be notified to shareholders by announcement through a Regulatory Information Service. Unless otherwise stated, all references to times given below are to London time.
| Ex-dividend date for final dividend | Thursday 11 April 2019 |
| Record date for final dividend | Close of business on Friday 12 April 2019 |
| Latest time and date for receipt of proxy votes from shareholders | 12 noon on Thursday 18 April 2019 |
| Annual general meeting | 12 noon on Wednesday 24 April 2019 |
| Record date for special dividend and share consolidation | Close of business on Friday 26 April 2019 |
| Last day for dealing in Existing Ordinary Shares | Friday 26 April 2019 |
| Ex-dividend date for special dividend | Monday 29 April 2019 |
| Commencement of dealings in New Ordinary Shares | 8.00am on Monday 29 April 2019 |
| CREST accounts credited with new ordinary shares | As soon as possible after 8.00am on Monday 29 April 2019 |
| Latest time and date for election to participate in DRIP for final dividend | 5.00pm on Tuesday 30 April 2019 |
| Latest time and date for election to participate in DRIP for special dividend | 5.00pm on Monday 13 May 2019 |
| Despatch of cheques for fractional entitlements for New Ordinary Shares; despatch of certificates of New Ordinary Shares; CREST accounts credited with value of fractional entitlements (in each case where applicable) | By Friday 17 May 2019 |
| Payment date for final dividend and special dividend | Thursday 30 May 2019 |
| Purchase of New Ordinary Shares for DRIP participants with respect to final and special dividend will commence on | Thursday 30 May 2019 |
| Despatch of share certificates and crediting of CREST accounts in relation to DRIP purchases | On or after 3 June 2019 |
Other information
In compliance with DTR 6.3.5(3) the Annual Report and Accounts for the year ended 31 December 2018 and the Notice of Annual General Meeting are available on the Company's website at www.croda.com.
In accordance with Listing Rule 9.6.1 a copy of each of these documents has been submitted to the National Storage Mechanism and will shortly be available for inspection at http://www.morningstar.co.uk/uk/NSM.
Further information
For further information, please contact:
Tom Brophy
Group General Counsel & Company Secretary
+44 (0)1405 860551
18 March 2019