CULS Conversion Notice
Edinburgh Dragon Trust plc
3.5 per cent. Convertible Unsecured Loan Stock 2018
29 December 2014
Reminder to CULS Holders of Conversion Rights
Edinburgh Dragon 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 12 January 2011 that they have the right to convert ("Conversion Right") the whole or such part (being an integral multiple of £1 nominal) of their CULS as they may specify into fully paid ordinary shares of 20p each in the capital of the Company ("Ordinary Shares") at any time during the period of twenty-eight days ending on 30 January 2015 (the "Conversion Date") in accordance with the terms of issue of the CULS which were set out in the prospectus of the Company dated 9 December 2010.
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. You are not obliged to exercise your right to convert and if you do not convert on this occasion you will have further opportunities to do so in January and July each year up to January 2018. Reminder notices will be issued via RNS to CULS Holders who do not exercise their Conversion Rights in full on this occasion of their rights to convert at subsequent opportunities.
Basis of Conversion
The number of Ordinary Shares to be issued by the Company on the exercise of a Conversion Right shall be determined by dividing the nominal amount of the CULS to be converted by the conversion price of 310.1528 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.
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 the Conversion Rights which are 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 Registrars, Equiniti Limited, Aspect House, Spencer Road, Lancing, West Sussex BN99 6DA United Kingdom during the period of 28 days ending on 30 January 2015 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. The Conversion Rights which are 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 January 2015 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. The USE instruction must be properly authenticated in accordance with Euroclear's specifications 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: 5RA65;
(e) the Registrar's member account ID: this is: RA180920;
(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 GB00B5KVCW36; and
(h) the intended settlement date: this will be 30 January 2015.
The USE instruction should be input to settle by no later than 1.00pm on 30 January 2015 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 sent in certificated form where CULS is held in certificated form, and un-certificated form where CULS is held in un-certificated 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 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 January 2015 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 Limited, on tel: 0871 384 2260 (from within the UK). This helpline is available between 8.30am and 5.30pm (UK time) Monday to Friday (except UK public holidays) or +44 (0)121 415 7589 (from outside the UK). Calls to the 0871 384 2260 number will be charged at 8p per minute (excluding VAT) plus network extras. 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 Edinburgh Dragon Trust plc
29 December 2014
Schedule 1:
Market Prices of CULS and Ordinary Shares (derived from the London Stock Exchange's Daily Official List) and Undiluted NAV of the Ordinary Shares:
|
2014
|
Ordinary Share Price (p) |
CULS Price (p) |
Undiluted NAV (cum inc) (p) |
|
1 July |
260.50 |
105.250 |
238.00p |
|
1 August |
264.00 |
105.250 |
293.69p |
|
1 September |
277.00 |
105.375 |
307.23p |
|
1 October |
271.00 |
106.750 |
299.47p |
|
3 November |
272.75 |
104.250 |
306.16p |
|
1 December |
276.25 |
105.500 |
304.99p |
|
24 December |
271.75 |
105.625 |
300.91p |
This information is provided by RNS
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