Shaftesbury Capital PLC Notice to Bondholders (8129M)
18 Septiembre 2023 - 10:15AM
UK Regulatory
TIDMSHC
RNS Number : 8129M
Shaftesbury Capital PLC
18 September 2023
Shaftesbury Capital PLC GBP 275,000,000 2.00 per cent.
Secured Exchangeable Bonds due 2026
exchangeable into ordinary shares of Shaftesbury Capital PLC
(ISIN: XS2262952679) (the "Bonds")
Notice to Bondholders, the Trustee and
the Principal Paying, Transfer and Exchange Agent
Shaftesbury Capital PLC (the "Issuer") recently declared an
interim dividend of GBP 0.015 per Shaftesbury Capital Share (a
"Cash Dividend"), which was paid to holders of Shaftesbury Capital
Shares on 18 September 2023.
On 8 August 2023, the Issuer duly notified Bondholders that
payment of such Cash Dividend would result in the occurrence of a
Capital Distribution in accordance with the definition thereof in
the terms and conditions of the Bonds (the "Conditions"), given the
Cash Dividend in respect of a Unit of Equity Shares amounts to GBP
700.09515 and is therefore above the Reference Amount of GBP
695.265 in respect of the Relevant Period.
Furthermore, on 8 August 2023 the Issuer also notified
Bondholders of its decision not to issue a Purchase Election Notice
and as a result, the amount of such Capital Distribution will be
included as part of the Exchange Property pursuant to Condition
8(b)(iii).
Consequently, and in accordance with the notice to Bondholders
dated 8 August 2023 and Condition 8(c), the Issuer hereby notifies
Bondholders, the Trustee and the Principal Paying, Transfer and
Exchange Agent of the following changes to the Exchange Property
pursuant to Conditions 8(b)(iii)(B) and 8(e), effective 18
September 2023:
-- GBP 13,282.9125 has been added to the Exchange Property, and
from such date the Exchange Property shall therefore comprise
128,350,778.1496 Shaftesbury Capital Shares (rounded to 4 decimal
places solely for the purposes of this notice) and GBP 13,282.9125
of cash; and
-- the Exchange Property per Bond to which the holder of GBP
100,000 principal amount of Bonds would be entitled upon exercise
of the Exchange Right in respect of such Bond is 46,673.0139
Shaftesbury Capital Shares and GBP 4.8302 of cash (both numbers
rounded to 4 decimal places solely for the purposes of this
notice).
Furthermore, GBP 13,282.92 will be credited to the Security
pursuant to Condition 2(b).
Capitalised terms not otherwise defined in this notice shall
have the meanings given to them in the Conditions. Certain figures
are rounded to 4 decimal places solely for the purposes of this
notice.
The content of this Notice has not been formulated or negotiated
by the Trustee and nothing in this Notice should be construed as a
recommendation to Bondholders from the Trustee on any matter.
Bondholders should take their own independent legal and financial
advice on the impact or consequences of the matters set out in this
Notice. The Trustee is not responsible for the accuracy,
completeness, validity or correctness of the statements made and
documents referred to in this Notice or any omissions from this
Notice.
18 September 2023
Enquiries:
Shaftesbury Capital PLC
Situl Jobanputra - Chief Financial Officer
Graham Keer - Group Treasurer
Ruth Pavey - Company Secretary
Telephone: +44 20 3214 9150
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END
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