Schroders board proposes reform of share class structure through enfranchisement

Schroders has set out a number of proposals aimed at simplifying its dual share class structure through the enfranchisement of the non-voting ordinary shares.

The board of Schroders said the change to its share class structure will give all shareholders the same voting rights and increase the liquidity of the shares.

Under the enfranchisement proposals, each non-voting share will be converted into one ordinary share and those re-designated shares will have the same rights as the existing ordinary shares, including full voting rights.

The holders of ordinary shares in Schroders will receive a bonus issue of three additional ordinary shares for every 17 ordinary shares held on a date to be determined, in an effort to "compensate them for the dilution of their voting rights".

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According to the board, the terms "are fair for both classes of shareholders and reflect the longer term discount between the non-voting shares and the ordinary shares".

Shareholders of both classes of shares will be required to vote separately on the proposals, with approval of 75% of votes cast by each class of shareholders needed to push through the changes.

Schroders confirmed that the principal shareholder group (PSG), comprising the Schroder family interests, holds approximately 47.9% of the ordinary shares and 20.4% of the non-voting shares, and have indicated they intend to support the proposals.

Together with other non-voting shareholders who have been consulted, holders of over 40% of the non-voting shares also plan to support the proposals.

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Schroders chair Michael Dobson (pictured) said: "The board believes it is right to enfranchise the non-voting shares and that these proposals are in the best interests of all shareholders.

"In undertaking this important step for Schroders, we are pleased to have an indication from shareholders representing over 47% of the ordinary shares and over 40% of the non-voting shares that they intend to support the proposals."

Following the enfranchisement, the PSG's shareholding of ordinary shares will be approximately 43.11%.