TIDMCYN
RNS Number : 7943E
City Natural Res High Yield Tst PLC
13 February 2018
To: RNS
From: City Natural Resources High Yield Trust plc
LEI: 549300ES8CNIK2CQR054
Date: 13 February 2018
3.5 per cent. Convertible Unsecured Loan Stock 2018
Reminder to CULS Holders of Conversion Rights
City Natural Resources High Yield Trust plc (the "Company")
reminds holders ("CULS Holders") of 3.5 per cent. convertible
unsecured loan stock 2018 ("CULS") constituted by the Trust Deed
dated 23 September 2011 that they have the right to convert
("Conversion Rights") 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 25p each in the capital of the
Company ("Ordinary Shares") at any time during the period of 28
days ending on 31 March 2018 (the "Conversion Date") in accordance
with the terms of issue of the CULS which were set out in the
prospectus of the Company dated 31 August 2011.
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. CULS Holders are not obliged to exercise their
Conversion Rights and if they do not do so on this occasion they
will have a final opportunity to do so on 30 September 2018.
Reminder notices will be issued via RNS to CULS Holders who do not
exercise their Conversion Rights in full on this occasion of the
final opportunity to exercise their Conversion Rights on 30
September 2018.
Basis of Conversion
The number of Ordinary Shares to be issued by the Company on the
exercise of any Conversion Rights shall be determined by dividing
the nominal amount of the CULS to be converted by the conversion
price of 377.1848 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 market value of the Ordinary
Shares is relevant 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 lower than the market value of
the CULS. By way of example, GBP1,000 nominal of CULS had a
mid-market value of GBP1,005 as at 12 February 2018. GBP1,000
nominal of CULS would convert into 265 Ordinary Shares, which would
have had a mid-market value of GBP307.07 on the same date. This
represents a deficit of GBP697.93 compared to the mid-market value
of the CULS and a deficit of GBP692.93 compared to the nominal
value of the CULS that would be repaid on 30 September 2018 if
their Conversion Rights have not been exercised.
Note: The above analysis 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
Conversion Rights 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 Registrar ("the Registrar"), Equiniti
Limited, Aspect House, Spencer Road, Lancing, West Sussex BN99 6DA,
during the period of 28 days ending on 31 March 2018 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. Conversion Rights 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 March 2018 at 1.00pm. The prescribed form of uncertificated
conversion notice is an Unmatched Stock Event ("USE") instruction
which, on settlement, will have the effect of crediting a stock
account of the Registrar in accordance with the details specified
below. In practice, as 30 March 2018 is a UK bank holiday and 31
March 2018 is a Saturday, this will require holders of CULS in
uncertificated form to have submitted their USE instruction by
1.00pm on 29 March 2018. The USE instruction must be properly
authenticated in accordance with the specifications of Euroclear UK
& Ireland Limited ("Euroclear") 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: 5RA78;
(e) the Registrar's member account ID: this is: RA160428;
(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: GB00B6YVTS10; and
(h) the intended settlement date: this will be 29 March
2018.
The USE instruction should be input to settle by no later than
1.00pm on 29 March 2018 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.
Notes
Ordinary Shares arising on conversion will be issued 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 certificated 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 March 2018 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, on tel:
0371 384 2260 (from within the UK) or +44 (0)121 415 7589 (from
outside 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 City Natural Resources High Yield Trust
plc
13 February 2018
For further information:
Martin Cassels, Maitland Administration Services (Scotland) Ltd,
Company Secretary: 0131 550 3760
Schedule:
Mid-market prices of CULS and Ordinary Shares (derived from
Bloomberg):
2017/18 Ordinary CULS Price (p)
Share Price (p)
1 September 116.00 99.75
3 October 112.5 99.5
2 November 117.00 99.75
1 December 112.875 99.75
3 January 120.60 99.8
1 February 121.00 100.5
12 February 115.875 100.5
This information is provided by RNS
The company news service from the London Stock Exchange
END
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