TCT Cayenne Tst

TIDMTCT

RNS Number : 1610W

The Cayenne Trust Plc

17 August 2015

THE CAYENNE TRUST PLC

Notice to holders of 3.25% Convertible Unsecured Loan Stock 2016 ("CULS")

The Cayenne Trust plc (the "Company") announces that it is today sending a letter to holders of the Company's CULS by first class post and the content of the letter is set out below.

Dear Holder of Convertible Unsecured Loan Stock ("CULS Holder")

3.25 per cent. Convertible Unsecured Loan Stock 2016: Compulsory Conversion Notice

I write regarding your holding of 3.25 per cent. Convertible Unsecured Loan Stock 2016 (the "CULS") in The Cayenne Trust plc (the "Company"). This letter is a compulsory conversion notice under the terms of the trust deed constituting the CULS dated 25 April 2006, as amended, including by a Supplemental Trust Deed dated 26 January 2011 entered into between the Company and The Law Debenture Trust Corporation p.l.c. (the "Trustee") (together the "Trust Deed").

Compulsory conversion of CULS

Under the terms of the Trust Deed, if, on a conversion date, taking into account all conversion rights exercised on that date, 80 per cent. or more in nominal amount of the total amount of CULS which have been issued (but excluding CULS purchased by the Company and cancelled) (the "Total CULS") shall have been converted, the Company has the right to convert the remaining CULS into Ordinary shares in the Company ("Shares").

Following the most recent conversion date of 31 July 2015, the total amount of CULS which had been converted equated to 88.11 per cent. of the Total CULS. As this is more than 80 per cent., the condition has been met and the Company is entitled to require compulsory conversion of the remaining CULS in issue.

Conversion process

By this notice the Company exercises its right of compulsory conversion and as such the CULS will automatically convert into Shares on 16 September 2015. The rate at which the CULS convert to Shares will be 67.74 Ordinary Shares for every GBP100 nominal of CULS.

Right of repayment

CULS Holders who do not want their CULS to compulsorily convert into Shares have the right instead to require the Company to repay the whole or part of their CULS at their nominal amount together with accrued interest in lieu of converting. To do so CULS Holders must give notice to the Company in the appropriate form [set out in the Schedules to this notice] within 30 days after the service of this compulsory conversion notice, that is by 14 September 2015.

In deciding whether to accept compulsory conversion of their CULS (the default position) or have CULS repaid, CULS Holders will wish to consider their own individual circumstances. However, the following factors will be relevant to their decision:

Compulsory conversion of CULS: If CULS Holders decide to accept compulsory conversion of their CULS, the CULS will be converted into Shares at a rate of 67.74 Shares per GBP100 nominal of CULS. The value of these Shares will depend on the share price following conversion and as such cannot be determined in advance. However, for illustrative purposes, if the share price following conversion was 159.00p, the price at 13 August 2015 (the last practicable date prior to the date of this letter), CULS Holders would receive Shares valued at GBP107.70 (the "Conversion Value") per GBP100 nominal of CULS. Ordinary shares arising from conversion will be in electronic form if the CULS converted were electronically held, and in paper form where the CULS converted were in paper form.

Repayment of CULS: If CULS Holders elect to have their CULS repaid, they will receive GBP100 per GBP100 nominal of CULS.

Buyback of CULS: The Company is currently willing to purchase CULS in the market at a 3 per cent. discount to the Conversion Value (the "Buyback Value"). For illustrative purposes, based on a share price of 159.00p as at 13 August 2015 (the last practicable date prior to the date of this letter) the Buyback Value would be GBP104.47 per GBP100 nominal of CULS.

Accrued interest will be payable to CULS Holders who accept compulsory conversion of their CULS, or elect to have their CULS repaid and this will be paid in accordance with CULS Holders standard payment instructions. Repayment of the principal nominal amount will be made by cheque or via CREST as appropriate. In relation to buyback of CULS by the Company, the Buyback Value is the price inclusive of accrued interest.

Action to be taken

If you would like your CULS to convert into Shares under the terms set out in this compulsory conversion notice then you need not take any further action.

The name(s) of CULS Holder(s) will be entered on the Register of Members and the Share certificates will be despatched to the registered address of the CULS Holder (in the case of joint CULS Holders to the registered address of the first named CULS Holder). It is anticipated that Shares will be allotted and credited to accounts by 18 September 2015. Share certificates (where applicable) are expected to be despatched by 25 September 2015.

If your preference is to have the whole or part of your CULS repaid at nominal value (together with accrued interest) instead of conversion you must give notice to the Company in the appropriate form [as set out in the Schedules to this notice] by no later than 14 September 2015 and state the amount of your CULS you want to be repaid. A repayment notice once given shall not be capable of withdrawal except with the written consent of the Company, and whether or not such notices are validly completed will be at the discretion of the Board.

Trustee consent

In accordance with normal practice, the Trustee as trustee for holders of the CULS expresses no opinion as to the merits of exercising the right to convert CULS referred to in this letter. The Trustee has, however, authorised it to be stated that it has given its consent to the issue of this letter and has no objection to the information contained herein being presented to the holders of CULS for their consideration.

Jonathan Agnew

Chairman

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Phoenix Administration Services Limited - Corporate Secretary

14 August 2015

This information is provided by RNS

The company news service from the London Stock Exchange

END

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