The Cayenne Trust Plc Doc re: TCTL 3.25% CULS 2016 (1610W)
17 August 2015 - 4:00PM
UK Regulatory
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
-------------------
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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