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IR > SEC Filings for IR > Form 8-K on 19-Mar-2013All Recent SEC Filings

Show all filings for INGERSOLL-RAND PLC | Request a Trial to NEW EDGAR Online Pro

Form 8-K for INGERSOLL-RAND PLC


19-Mar-2013

Unregistered Sale of Equity Securities


Item 3.02. Unregistered Sale of Equity Securities
As further described in its preliminary proxy statement filed on March 15, 2013 with the Securities and Exchange Commission, Ingersoll-Rand plc (the "Company") will propose at its 2013 annual general meeting of shareholders to reduce its entire share premium account, including the additional $7,750,394,604.93 of share premium created as a result of the steps described below, in order to increase its distributable reserves. Under Irish law, the Company must maintain sufficient distributable reserves in its unconsolidated balance sheet in order to make distributions to shareholders, or to buy back or redeem shares. The Company recently increased its share capital by revaluing its assets from historic cost value to the market value at the date of the revaluation. This revaluation resulted in the creation of a revaluation reserve of $7,750,394,604.93. On March 14, 2013, the Company issued ten preferred shares, with a nominal value of $0.001, to an Irish incorporated special purpose entity (the "Subscriber") for an aggregate purchase price of $0.01. The preferred shares were issued to the Subscriber pursuant to the exemption from registration provided by Section 4(2) of the Securities Act of 1933.
Subsequently on March 14, 2013, the Company used the revaluation reserve to pay up share capital by making a bonus issue of an additional ten preferred shares with a nominal value of $0.001 per share and paid up with a share premium of $775,039,460.492 per share (i.e., an amount equal to one tenth of the sum held to the credit of the revaluation reserve less the nominal value of the preferred share of $0.001) to the Subscriber. The twenty preferred shares in existence following the bonus issue were subsequently redeemed at their aggregate nominal value of $0.02 and cancelled. The cancellation of the shares increased the Company's share capital by $7,750,394,604.93.


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