REG - Shaftesbury Capital - Notice to Bondholders

Shaftesbury CapitalAnnouncement

07/06/2024 13:30

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RNS Number : 6643R  Shaftesbury Capital PLC  07 June 2024

Shaftesbury Capital PLC GBP 275,000,000 2.00 per cent.

Secured Exchangeable Bonds due 2026

exchangeable into ordinary shares of Shaftesbury Capital PLC

(ISIN: XS2262952679) (the "Bonds")

Notice to Bondholders, the Trustee and

the Principal Paying, Transfer and Exchange Agent

 

This notice supersedes the notice issued by Shaftesbury Capital PLC (the
"Issuer") on 31 May 2024

 

Adjustment 1: as a result of a Cash Dividend Shortfall (effective 10 April
2024):

As a result of the Issuer having paid no dividend during the Relevant Period
from (and including) 1 October 2023 to (and including) 30 March 2024, a Cash
Dividend Shortfall occurred in accordance with Condition 8(b)(iv).

Consequently, and in accordance with Condition 8(c), the Issuer hereby
notifies Bondholders, the Trustee and the Principal Paying, Transfer and
Exchange Agent of the following changes to the Exchange Property pursuant to
Conditions 8(b)(iv), effective 10 April 2024:

·      1,342,001.6242 Shaftesbury Capital Shares and GBP 13,282.9125
ceased to form part of the Exchange Property and from such date the Exchange
Property therefore solely comprised 127,008,786.5254 Shaftesbury Capital
Shares; and

 

·      the Exchange Property per Bond to which the holder of GBP 100,000
principal amount of Bonds would be entitled upon exercise of the Exchange
Right in respect of such Bond was 46,185.0133 Shaftesbury Capital Shares.

 

Adjustment 2: as a result of a Capital Distribution (effective 31 May 2024):

 

Furthermore, the Issuer declared a final dividend of GBP 0.0165 per
Shaftesbury Capital Share (a "Cash Dividend"), which was paid to holders of
Shaftesbury Capital Shares on 31 May 2024.

 

On 5 March 2024, the Issuer duly notified Bondholders that payment of such
Cash Dividend would result in the occurrence of a Capital Distribution in
accordance with the definition thereof, as well as its decision not to issue a
Purchase Election Notice and as a result, the amount of such Capital
Distribution will be included as part of the Exchange Property pursuant to
Condition 8(b)(iii).

Consequently, and in accordance with the notice to Bondholders dated 5 March
2024 and Condition 8(c), the Issuer hereby notifies Bondholders, the Trustee
and the Principal Paying, Transfer and Exchange Agent of the following changes
to the Exchange Property pursuant to Conditions 8(b)(iii)(B) and 8(e),
effective 31 May 2024:

·      GBP 183,666.0788 has been added to the Exchange Property, and
from such date the Exchange Property shall therefore comprise 127,008,786.5254
Shaftesbury Capital Shares and GBP 183,666.0788 of cash; and

 

·      the Exchange Property per Bond to which the holder of GBP 100,000
principal amount of Bonds would be entitled upon exercise of the Exchange
Right in respect of such Bond is 46,185.0133 Shaftesbury Capital Shares and
GBP 66.7877 of cash.

 

 

As a result of both adjustment events:

·      1,342,002 Shaftesbury Shares will be released from the Security
pursuant to Condition 2(d)(iv); and

·      GBP 170,383.16 will be credited to the Security pursuant to
Condition 2(b).

 

For the avoidance of doubt, this notice supersedes the notice given to
Bondholders on 31 May 2024. Capitalised terms not otherwise defined in this
notice shall have the meanings given to them in the Conditions. Certain
figures are rounded to 4 decimal places solely for the purposes of this
notice.

The content of this Notice has not been formulated or negotiated by the
Trustee and nothing in this Notice should be construed as a recommendation to
Bondholders from the Trustee on any matter.  Bondholders should take their
own independent legal and financial advice on the impact or consequences of
the matters set out in this Notice. The Trustee is not responsible for the
accuracy, completeness, validity or correctness of the statements made and
documents referred to in this Notice or any omissions from this Notice.

7 June 2024

Enquiries:

Shaftesbury Capital
PLC
ConvEx (as Calculation Agent)

Graham Keer - Group Treasurer
            Calculation Agency
Team

Ruth Pavey - Company
Secretary
email:
calculation.agent@conv-ex.com
 

Telephone: +44 20 3214 9150

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