| At the Extraordinary General Meeting held on 21 December 2005, shareholders approved a resolution which approved a 7 for 2 share consolidation (i.e. for every three and a half shares they currently hold, shareholders will receive one new share) conditional on the Return of Cash to shareholders.
As detailed in the Circular to shareholders issued in November, the Return of Cash and related Share Consolidation are expected to take place in the first quarter of 2006. The exact timing of the Return of Cash and related Share Consolidation will be notified by an announcement on RNS. That announcement will also set out the record date for the entitlement to the Return of Cash and the Share Consolidation and give the date on which dealings in the shares (ex-dividend and post share consolidation) are expected to commence.
The total amount of the Return of Cash is equivalent to approximately 71% of the market capitalization of Marconi at the close of business on 24 November 2005, the last practicable trading date prior to the date of posting of this document. The effect of the Share Consolidation will be to reduce the number of Ordinary Shares in issue by approximately the same percentage. The purpose of the Share Consolidation, amongst other things, is to ensure that (subject to normal market movements) the market price of each New Ordinary Share is approximately the same as the market price of each Existing Ordinary Share (thereby allowing comparability in earnings per share and share prices with prior financial periods).
Every seven of the issued and unissued Ordinary Shares with a nominal value of 25 pence each will be consolidated into two New Ordinary Shares with a nominal value of 87.5 pence each.
As a consequence of the Share Consolidation, if you hold less than four Existing Ordinary Shares in Marconi Corporation plc at the time the proposed Share Consolidation takes effect, you will not receive a New Ordinary Share. You will instead receive the cash proceeds of the sale of your fractional entitlement.
If you hold four or more Existing Ordinary Shares at the time the Share Consolidation takes effect, you will receive at least one New Ordinary Share. You will also receive the net cash proceeds of the sale of any fractional entitlement.
We are aware that many Shareholders will, if the Share Consolidation takes place, receive a very small number of New Ordinary Shares. We have made arrangements for Shareholders who hold Ordinary Shares and, if applicable, Warrants, if they choose, to donate their Ordinary Shares or Warrants to charity via ShareGift, the charity donation scheme (registered charity 1052686).
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