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On 5 September 2006 the Scheme of Arrangement between The BOC Group plc (the “Company”) and the Scheme Shareholders became effective. As a result, all shares held by the Scheme Shareholders in the Company were transferred from the Scheme Shareholders to Linde AG in return for a cash consideration of 1600p per share or, to the extent entitled, Loan Notes under the Loan Note Alternative, £1.00 of Loan Notes for each £1.00 of cash consideration to which the Scheme Shareholder would otherwise be entitled under the Scheme. The listing of The BOC Group plc shares on the London Stock Exchange was cancelled with effect from 5 September 2006. The Company’s American Depositary Shares (ADSs) listing on the New York Stock Exchange was also cancelled with effect 5 September 2006.
The results of the Company’s Court Meeting and Extraordinary General Meeting (the “Meetings”) held on 16 August 2006 can be viewed here. The Meetings were held to consider:
The scheme of arrangement (the “Scheme of Arrangement”) proposed to be made between the Company and the Scheme Shareholders; and
A special resolution giving effect to the Scheme of Arrangement.
Holders of 25p Ordinary Shares
Former shareholders of the Company who, at 6.00 p.m. on 4 September 2006, held 25p Ordinary Shares listed on the London Stock Exchange should have received the cash consideration of 1600p per share (the “Cash Consideration”) by cheque sent to their registered address on or around 19 September 2006 unless you elected to receive Loan Notes in exchange for all or part of the consideration (please see below).
If you believe you are entitled to receive the Cash Consideration and have not received a cheque please contact Equiniti on 0871 384 2050 if phoning from the UK, or +44 (0) 121 415 7035 if phoning from outside the UK.
If you elected to receive the Loan Note alternative offered in place of all or part of the Cash Consideration, the Loan Note certificates were issued on or around 19 September 2006 and redeemed on 31 December 2013. If you have not redeemed your Loan Note certificate please contact Equiniti on 0871 384 2260 or, if calling from outside the UK, on +44 (0) 121 415 7589 if phoning from outside the UK. Further information on the Linde AG Loan Notes can be found here.
If you have any other queries concerning your former shareholding or the Loan Notes, you can contact the BOC Group Company Secretarial Team on +44 (0) 1483 244 402.
Holders of American Depositary Shares (ADSs)
Former holders of ADSs who held such ADSs on 4 September 2006 were entitled to receive the US$ equivalent of 3200p per ADS (one ADS being equal to two Ordinary Shares in the Company). The net proceeds of the conversion (after deduction of all charges and expenses of the Depositary) were remitted by JP Morgan Chase Bank N.A., the ADS depositary, on surrender of the ADSs. For further information please contact the JP Morgan Service Center either toll free (US & Canada) on +1 800 990 1135 or from outside the US on +1 201 680 6630.
The following pages provide further information that may be required by former shareholders of the Company. In addition, former holders of American Depositary Shares and the holders of 12¼% Unsecured Loan Stock 2012/2017 in the Company will find information relevant to their current and former holdings.
It is hoped that the information provided will answer any immediate questions you may have. However, if the information you require is not available on these pages please contact the Company or Equiniti as detailed.