International Power plc Formal Notice (5673G)
29 Junio 2012 - 11:04AM
UK Regulatory
TIDMIPR TIDM33CP
RNS Number : 5673G
International Power plc
29 June 2012
NOTICE TO HOLDERS OF
INTERNATIONAL POWER FINANCE (JERSEY) II LIMITED (the
"Issuer")
EUR230,000,000 3.25 PER CENT. GUARANTEED CONVERTIBLE BONDS DUE
2013
ISIN: XS0261440860
NOTICE OF ADJUSTMENT TO THE EXCHANGE PRICE, BONDHOLDER PUT
OPTION AND EXERCISE OF CALL OPTION
Adjustment Events: Payments of Cash Dividend and Relevant
Event
On 28 June 2012, the Court sanctioned the Scheme of Arrangement
for the acquisition by Electrabel S.A ("EBL") of the entire issued
share capital of International Power plc ("IPR") not already owned
(directly or indirectly) by GDF SUEZ S.A. (the "Scheme") and the
Scheme became effective on 29 June 2012. As notified in the
Issuer's notice to Bondholders on 17 May 2012, the Scheme becoming
effective constitutes a "Relevant Event" under the Terms and
Conditions of the Bonds.
On 15 May 2012, IPR announced that Shareholders had approved the
payment of a cash Dividend of 6.6 euro cents per Share on 29 June
2012 to its Shareholders on the register of members on the record
date of 25 May 2012.
Adjustment of Exchange Price
Clause 7 of the Preference Share Guarantee and Undertaking
requires an adjustment to be made to the Exchange Price in
accordance with the terms of the schedule thereto (the "Schedule")
on the occurrence of certain corporate events. As a result of the
occurrence of the Relevant Event, and the announcement by IPR that
it will pay a cash Dividend to its Shareholders, an adjustment to
the Exchange Price is required pursuant to paragraphs B (iii) and,
for a limited time, pursuant to paragraph B (x) of the
Schedule.
The current Exchange Price is 254 pence per Share.
In a notice dated 20 June 2012, the Issuer confirmed that, as a
result of payment of the cash Dividend, from and including 29 June
2012, being the date of payment of the cash Dividend, the Exchange
Price will be adjusted to 250 pence per Share.
From and including 29 June 2012 (being the date of the
occurrence of the Relevant Event), up to and including 28 August
2012 (being the 60(th) day after the occurrence of the Relevant
Event) (the "Special Conversion Period"), the Exchange Price will
be further adjusted to 236 pence per Share. Thereafter (assuming
that no further events occur which would require any adjustment to
the Exchange Price) the Exchange Price will be 250 pence,
reflecting the adjustment to the Exchange Price to take account of
the cash Dividend but not the Relevant Event (which is only
applicable during the Special Conversion Period).
Principal Paying Conversion, and Exchange Agent
Deutsche Bank AG, London Branch
Winchester House
1 Great Winchester Street
London EC2N 2DB
Attention: Debt & Agency Services, DAS
Telephone: +44 (0)20 7545 8000
Facsimile: +44 (0)20 7547 6149
Email: earlyredemptions.desk@db.com
The current form of conversion notice is available from the
Principal Paying, Conversion and Exchange Agent.
Exercise of Conversion Rights and payment of cash
consideration
Bondholders who exercise their Conversion Rights at any time
during the Special Conversion Period will be issued with Shares at
the adjusted Exchange Price of 236 pence per Share (with no
fractions of Shares being delivered) in accordance with the
Preference Share Guarantee and Undertaking, which will (as a result
of the amendments to IPR's Articles of Association which have been
implemented as part of the Scheme) be automatically transferred to
EBL in exchange for payment of a cash amount of 418 pence in
respect of each Share so transferred. In respect of Conversion
Rights exercised up to and including 10 July 2012, any such payment
will be made to the converting Bondholder on or before 13 July
2012. In respect of Conversion Rights exercised at any other time
during the Special Conversion Period, any such payment shall be
made to the converting Bondholder on or before 11 September
2012.
Bondholders who exercise their Conversion Rights at any time
from and including 29 August 2012 will be issued with Shares at the
adjusted Exchange Price of 250 pence per Share (with no fractions
of Shares being delivered) in accordance with the Preference Share
Guarantee and Undertaking, which will (as a result of the
amendments to IPR's Articles of Association which have been
implemented as part of the Scheme) be automatically transferred to
EBL in exchange for payment of a cash amount of 418 pence in
respect of each Share so transferred. Any such payment will be made
to the converting Bondholder within 14 days following the exercise
of its Conversion Right.
Exercise of Call Option
The Issuer hereby gives notice that it intends to redeem all
outstanding Bonds on 27 September 2012 (the "Redemption Date")
pursuant to Condition 10(b)(i) at their principal amount together
with interest accrued to the Redemption Date. The last day on which
Conversion Rights may be exercised by Bondholders will be 17
September 2012. The Current Market Price of the shares as at close
of business in London on 27 June 2012 (being the last day prior to
the de-listing of the Shares) was 417.4 pence, and the total
outstanding principal amount of the Bonds was EUR230,000,000.
Bondholder Put Option
Bondholders will have the right, during the period from and
including 30 June 2012 to and including 28 August 2012, to put the
Bonds that they hold to the Issuer. To exercise such option in
respect of the Bonds held by it in Euroclear Bank S.A./N.V.
("Euroclear") and/or Clearstream Banking, societe anonyme
("Clearstream, Luxembourg"), a holder of such Bonds must give
notice to the Principal Paying, Conversion and Exchange Agent in
accordance with the standard procedures of Euroclear and
Clearstream, Luxembourg (which may include notice being given on
his instruction by Euroclear or Clearstream, Luxembourg or any
common depositary for them to the Principal Paying, Conversion and
Exchange Agent by electronic means) of the principal amount of the
Bonds in respect of which such option is exercised and at the same
time presenting or procuring the presentation of the Global Bond
representing the Bonds to the Principal Paying, Conversion and
Exchange Agent for notation accordingly.
Defined Terms
All words and terms that are capitalised but not defined herein
shall have the same meaning as set out in the Terms and Conditions
of the Bonds.
International Power Finance (Jersey) II Limited
29 June 2012
This information is provided by RNS
The company news service from the London Stock Exchange
END
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