abrdn Asia Focus plc
(the
"Company")
Legal
Entity Identifier (LEI): 5493000FBZP1J92OQY70
2.25 per cent. Convertible Unsecured
Loan Stock 2025
24 April 2024
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 £1 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
31 May 2024(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, £100 nominal of CULS had a
mid-market value of £95.30 as at 23 April 2024. £100 nominal of
CULS would convert into 34 Ordinary Shares, which would have had a
mid-market value of approximately £91.12 on the same date. This
represents £4.18 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 31 May 2024 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 31 May 2024. 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:
RA504907;
(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 31 May 2024.
The TTE instruction should be input
to settle by no later than 1.00pm on 31 May 2024 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) 31 May 2024 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: +44 (0) 371 384
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
24 April 2024
Schedule
1:
Market Prices
of CULS and Ordinary Shares (derived from Bloomberg) and NAV of the
Ordinary Shares:
2024
|
Ordinary
Share Price (p)
|
2.25% CULS Price (p)
|
NAV
(diluted where applicable
and including income) (p)
|
23 April 2024
|
268
|
95.3
|
317.10
|
28 March 2024
|
264.5
|
95.25
|
323.61
|
29 February 2024
|
259
|
95.4
|
310.90
|
31 January 2024
|
258
|
95.5
|
303.62
|
29 December 2023
|
266
|
95.75
|
316.36
|
30 November 2023
|
255
|
95.75
|
304.19
|
31 October 2023
|
243.5
|
95.25
|
294.08
|