RNS Number : 8285L
08 August 2011
8 August 2011
ADJUSTMENT TO EXCHANGE PRICE OF THE US$380,000,000 4.00 PER CENT GUARANTEED CONVERTIBLE BONDS DUE 2015 (ISIN: XS0482875811)
Unless otherwise defined, capitalised terms used in this announcement shall have the same meaning as defined in the terms and conditions (the 'Terms and Conditions') of the US$380 million 4.00 per cent Guaranteed Convertible Bonds (the 'Bonds') due 2015, which were issued by Petropavlovsk PLC's subsidiary, Petropavlovsk 2010 Limited (the 'Issuer'), on 18 February 2010.
On 31 March 2011 Petropavlovsk PLC (the 'Company') announced its preliminary results for the year ended 31 December 2010 and proposed the payment of a final dividend of 7 pence sterling to be paid to shareholders of the Company's ordinary shares of £0.01 (the 'Ordinary Shares') on 28 July 2011, subject to shareholder approval at the Company's Annual General Meeting on 19 May 2011.
The articles of association of the Issuer (the 'Articles') provide for adjustments to be made to the exchange price of the Bonds (the 'Exchange Price') if a capital distribution is paid or made to holders of Ordinary Shares, provided that such adjustment (rounded down if applicable) would be equal to, or more than, 1 per cent of the Exchange Price then in effect.
As a result of the payment by the Company of cash dividends to shareholders, an adjustment to the Exchange Price is required pursuant to Condition 8(b)(iii) of the Terms and Conditions and Article 2.4.6(b)(i)(3) of the Articles.
The original Exchange Price was £12.9345 which was deemed to have been adjusted to £12.79 following the payment of the interim dividend of 7 pence per Ordinary Share for the year ended 31 December 2009 on 30 March 2010 and of the interim dividend of 3 pence per Ordinary Share for the year ended 31 December 2010 on 29 October 2010.
With effect from and including the first date on which the Ordinary Shares traded ex-the cash dividend on 29 June 2011, the Exchange Price is adjusted to £12.66 (rounded down to the nearest £0.01). All other Articles and Terms and Conditions of the Bonds remain unchanged.
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