TIDMAAS
RNS Number : 2144E
abrdn Asia Focus plc
26 October 2022
abrdn Asia Focus plc (the "Company")
Legal Entity Identifier (LEI): 5493000FBZP1J92OQY70
2.25 per cent. Convertible Unsecured Loan Stock 2025
26 October 2022
Reminder to CULS Holders of Conversion Rights
The Company reminds holders ("CULS Holders") of 2.25 per cent.
convertible unsecured loan stock 2025 ("CULS") constituted by the
Trust Deed dated 24 May 2018 ("Trust Deed") that they have the
right to convert ("Conversion Right") the whole or such part (being
an integral multiple of GBP1 nominal) of their CULS as they may
specify into fully paid Ordinary shares of 5p each in the capital
of the Company ("Ordinary Shares") at any time during the period of
28 days ending on 30 November 2022 (the "Conversion Date") in
accordance with the terms of issue of the CULS which were set out
in the prospectus of the Company dated 20 April 2018.
This announcement is issued by way of a reminder only and is not
to be read as a recommendation to CULS Holders to exercise their
Conversion Rights. You are not obliged to exercise your right to
convert and if you do not convert on this occasion you will have
further opportunities to do so in May and November each year up to
31 May 2025. Notices will be issued via RNS reminding CULS Holders
who do not exercise their Conversion Rights in full on this
occasion of their rights to convert at subsequent
opportunities.
Basis of Conversion
CULS Holders are reminded that on 4 February 2022 the
sub-division of each fully paid ordinary share in the capital of
the Company of 25 pence into 5 Ordinary Shares of 5p each, approved
by shareholders on 27 January 2022 became effective and, in
accordance with the terms of the Trust Deed, the conversion price
of the CULS was automatically and pro rata adjusted from 1,465p to
293p.
The number of Ordinary Shares to be issued by the Company on the
exercise of a Conversion Right shall be determined by dividing the
nominal amount of the CULS to be converted by the adjusted
conversion price of 293 pence. Fractions of Ordinary Shares will
not be issued on exercise of Conversion Rights, and no payment of
cash or other adjustment will be made in lieu thereof.
Considerations for CULS Holders
Whether or not CULS Holders decide to convert their CULS will
depend, among other things, on their own individual circumstances
including their tax positions. The following factor may be of
relevance for CULS Holders considering whether to convert their
CULS:
Market value: The market value of the Ordinary Shares into which
the CULS would convert is currently below the market value of the
CULS. By way of example, GBP100 nominal of CULS had a mid-market
value of GBP101 as at 24 October 2022. GBP100 nominal of CULS would
convert into 34 Ordinary Shares, which would have had a mid-market
value of approximately GBP77.18 on the same date. This represents
GBP23.82 less than the mid-market value of the CULS.
Note: The above analysis is based on the information set out in
the Schedule and does not take into account any tax which might be
payable on CULS Holders' capital returns.
CULS held in certificated form
Holders of CULS in certificated form should refer to the
instructions on their CULS certificate(s). In order to exercise the
Conversion Rights which are conferred by any CULS held in
certificated form, the CULS Holder must lodge the relevant CULS
certificate(s) at the office of the Company's Registrars, Equiniti
Limited, Corporate Actions, Aspect House, Spencer Road, Lancing,
West Sussex BN99 6DA during the period of 28 days ending on 30
November 2022 at 5.00pm, having completed and signed the notice of
exercise of Conversion Rights thereon. Once lodged, a notice of
exercise of Conversion Rights shall be irrevocable, save with the
consent of the Company.
CULS held in uncertificated form
CREST members should refer to the CREST Manual for information
on the CREST procedures and authentication required to effect
conversion. The Conversion Rights which are conferred by any CULS
held in uncertificated form shall be exercisable if an
uncertificated conversion notice is received during the period of
28 days ending on 30 November 2022. The prescribed form of
uncertificated conversion notice is a Transfer To Equity ("TTE")
instruction which, on settlement will have the effect of crediting
a stock account of the Registrar in accordance with the details
specified below. The TTE instruction must be properly authenticated
in accordance with Euroclear's specifications and must contain the
following details in addition to any other information
required:
(a) the nominal amount of CULS in respect of which Conversion
Rights are being exercised;
(b) the participant ID of the CULS Holder;
(c) the member account ID of the CULS Holder;
(d) the Registrar's participant ID: this is: 6RA18;
(e) the Registrar's member account ID: this is: RA504904;
(f) the corporate action number, which will be allocated by
Euroclear and can be found by viewing the relevant corporate action
details in CREST;
(g) the corporate action ISIN: this is: GB00BFZ0WT29; and
(h) the intended settlement date: this will be 30 November 2022.
The TTE instruction should be input to settle by no later than
1.00pm on 30 November 2022 in order to receive Ordinary Shares
arising from conversion within 14 days thereafter. Once lodged, an
uncertificated conversion notice shall be irrevocable, save with
the consent of the Company.
Issue of Ordinary shares
Ordinary Shares arising on conversion will be sent in
certificated form where CULS is held in certificated form, and
uncertificated form where CULS is held in uncertificated form.
Ordinary Shares allotted pursuant to the exercise of Conversion
Rights will be allotted not later than 14 days after, and with
effect from, the Conversion Date.
Certificates for Ordinary Shares, and certificates for the
balance of any CULS not converted, will be despatched to holder(s)
in accordance with their instructions not later than 28 days after
the Conversion Date.
The Registrar will instruct Euroclear to credit the Participant
ID and Member ID Account as specified in validly received
uncertificated conversion notices with the number of Ordinary
Shares arising on conversion, and the balance of any CULS not
converted, by no later than the date upon which dealings in the
Ordinary Shares are due to commence, which will be within 14 days
from the Conversion Date.
Interest on CULS converted will be payable up to (but excluding)
30 November 2022 and will cease to accrue thereafter.
Enquiries
If you have any queries regarding the above procedures, these
should be referred to the Company's Registrar, Equiniti Limited, on
telephone number: 0371 384 2050 (from within the UK). This helpline
is available between 8.30am and 5.30pm (UK time) Monday to Friday
(except public holidays in England and Wales). Calls from outside
the UK will be charged at international rates. Please note that
calls may be monitored or recorded.
For and on behalf of abrdn Asia Focus plc
26 October 2022
Schedule 1:
Market Prices of CULS and Ordinary Shares (derived from
Bloomberg) and NAV of the Ordinary Shares:
2022 Ordinary 2.25% CULS Price NAV
Share Price (p) (p) (diluted w here
applicable and
including income)
(p)
24 October 2022 227 101 2 73.91
----------------- ----------------- -------------------
30 September 2022 256 101 2 93.33
----------------- ----------------- -------------------
31 August 2022 267 102 311.55
----------------- ----------------- -------------------
29 July 2022 254 101 295.20
----------------- ----------------- -------------------
30 June 2022 252 101 288.66
----------------- ----------------- -------------------
31 May 2022 263 102 299.64
----------------- ----------------- -------------------
29 April 2022 273 104 307.42
----------------- ----------------- -------------------
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END
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