TIDMCYN
RNS Number : 0287B
City Natural Res High Yield Tst PLC
17 September 2018
To: RNS
From: City Natural Resources High Yield Trust plc
Date: 17 September 2018
Convertible Unsecured Loan Stock 2018
This announcement replaces the announcement made on 31 August
2018 at 10:54 a.m. under RNS Number 4205Z. The deadline for
submission of conversion notices has been amended to 21 September
2018, as specified in the amended text below for CULS held in
certificated form and CULS held in uncertificated form. This
amendment has been made to ensure prompt payment of redemption
proceeds to holders of CULS that do not elect to convert.
The Company reiterates its earlier statement that the market
value of the Ordinary Shares into which the CULS would convert is
currently lower than the market value of the CULS
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 30 September 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. This is the final occasion on which they may do
so, and CULS Holders should read "Considerations for CULS Holders"
below.
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 GBP997.50 as at 30 August 2018. GBP1,000
nominal of CULS would convert into 265 Ordinary Shares, which would
have had a mid-market value of GBP280.90 on the same date. This
represents a deficit of GBP716.60 compared to the mid-market value
of the CULS and a deficit of GBP719.10 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 30 September 2018 at 5.00pm,
having completed and signed the notice of exercise of Conversion
Rights thereon. In practice, as 30 September 2018 is a Sunday and
in order to ensure prompt payment on 28 September 2018 of
redemption proceeds to holders that do not elect to convert of CULS
that do not elect to convert, this will require holders of CULS in
certificated form to have lodged their CULS certificate by 5.00pm
on 21 September 2018. 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 30 September 2018 at 1.00pm. The prescribed form of
uncertificated conversion notice is an Transfer To Escrow ("TTE")
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 September 2018 is a Sunday and
in order to ensure prompt payment on 28 September 2018 of
redemption proceeds to holders of CULS that do not elect to
convert, this will require holders of CULS in uncertificated form
to have submitted their TTE instruction by 1.00pm on 21 September
2018. The TTE 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: RA160429;
(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 28 September
2018.
The TTE instruction should be input to settle by no later than
1.00pm on 21 September 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)
30 September 2018.
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
31 August 2018
For further information:
Martin Cassels, Maitland Administration Services (Scotland) Ltd,
Company Secretary: 0131 550 3765
Schedule:
Mid-market prices of CULS and Ordinary Shares (derived from
Bloomberg):
2018 Ordinary CULS Price (p)
Share Price (p)
1 March 119.75 100.50
2 April 113.25 100.50
1 May 116.50 100.50
1 June 122.75 100.00
2 July 114.00 100.00
1 August 111.75 100.00
30 August 106.00 99.75
This information is provided by RNS, the news service of the
London Stock Exchange. RNS is approved by the Financial Conduct
Authority to act as a Primary Information Provider in the United
Kingdom. Terms and conditions relating to the use and distribution
of this information may apply. For further information, please
contact rns@lseg.com or visit www.rns.com.
END
MSCMMGMLVNFGRZM
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