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 a final
dividend of GBP 0.0165 per Shaftesbury Capital Share (a
"Cash Dividend"), which was
paid to holders of Shaftesbury Capital Shares on 31 May
2024.
On 5 March 2024, 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
770.104665 and is therefore above the Reference Amount of GBP
695.265 in respect of the Relevant Period.
Furthermore, on 5 March 2024 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 5 March 2024 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 31 May 2024:
· GBP
205,809.0788 has been added to the Exchange Property, and from such
date the Exchange Property shall therefore comprise
128,350,778.1496 Shaftesbury Capital Shares and GBP
219,091.9913 of cash (all rounded to 4 decimal places solely for
the purposes of this notice); 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 79.6698 of cash (both numbers rounded to 4
decimal places solely for the purposes of this notice).
Furthermore, GBP 205,809.08 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.
31 May 2024
Enquiries:
Shaftesbury Capital
PLC
Situl Jobanputra -
Chief Financial Officer
Graham Keer - Group Treasurer
Ruth Pavey - Company Secretary
Telephone: +44 20 3214
9150
