Replacement - Publication of
AMENDMENT
Placing and Open Offer (further information)
Please note that the announcement released yesterday at 16:31hrs (RNS No 6989X) omitted a timetable that should have been included. Please see below the updated announcement. All other information within the announcement remains unchanged.
10 December 2010
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES, CANADA, AUSTRALIA, JAPAN, NEW ZEALAND OR THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH THE SAME WOULD BE UNLAWFUL
EDINBURGH DRAGON TRUST PLC (THE "COMPANY")
PLACING AND OPEN OFFER OF UP TO £50 MILLION NOMINAL OF 3.5 PER CENT. CONVERTIBLE UNSECURED LOAN STOCK 2018 ("CULS") AT 100P PER £1 NOMINAL
The Chairman's statement in the annual report, published in October 2010, said that the board was considering further gearing options, following the expiry of the Company's £40 million multi-currency loan facility, including the possibility of extending the Company's capital base. The Board is, therefore, pleased to announce that the Company intends to raise £50 million through a Placing and Open Offer of 3.5% Convertible Unsecured Loan Stock 2018 ("CULS") at 100p per £1 nominal. A Prospectus containing details of the Placing and Open Offer is being published today.
Shareholders can participate in the Open Offer on a pre-emptive basis by applying for their pro rata entitlement of CULS. Under their Open Offer Entitlements, Qualifying Shareholders will have the opportunity to apply for 0.2547 nominal units of CULS for each Ordinary Share held or deemed to be held on the Record Date being 7 December 2010. Placees have been secured for the full £50 million of the Issue and will, subject to all relevant conditions being satisfied, subscribe to the extent that Qualifying Shareholders do not apply for their pro rata entitlements under the Open Offer. Qualifying Shareholders have the opportunity to make excess applications, if they wish to do so, for more than their pro-rata entitlement, subject to CULS being available once the applications for pro-rata entitlements under the Open Offer and commitments under the Placing have been taken into account.
The Issue provides Placees and Shareholders, who choose to apply, with a yield of 3.5% per annum, significantly above the dividend yield on the Ordinary Shares. The interest on the CULS is paid semi-annually on 31 January and 31 July in each year, with the first interest payment on 31 July 2011. The CULS provide capital protection through repayment at par and will be substantially covered by the assets of the Company, currently approximately £530 million. The CULS also provide option value for CULS holders through the ability, semi-annually (commencing 31 July 2011), to convert into new Ordinary Shares over the next seven years to 31 January 2018. The initial Conversion Price will be set at a 10% premium to the net asset value per Ordinary Share on 5 January 2011.
The CULS issue will give the Company access to additional investable funds, the cost of servicing the coupons is considered to be competitive against other forms of gearing that the Company might have employed and there is the potential for the CULS to convert into the permanent capital of the Company over the longer term. The CULS will be taken into account in calculating the maximum 20% gearing level that is part of the Company's investment policy. The Company is not changing any of its other structural arrangements as a result of the Issue.
The Issue will be conditional, inter alia, on Shareholder approval at a general meeting to be held on 11 January 2011, notice of which is included in the Prospectus, the Placing Agreement not having been terminated and admission of the CULS to the standard debt segment of the Official List of the United Kingdom and to trading on the London Stock Exchange plc's main market for listed securities. It is expected that admission will occur on 12 January 2011.
Expected timetable of principal events
|
Event |
2010/2011 |
|
Record date for entitlements under the Open Offer |
6:00 p.m. on Tuesday 7 December |
|
Ex-entitlement Date |
8:00 a.m. on Friday 10 December |
|
Open Offer Entitlements and Excess CREST Open Offer Entitlements credited to stock accounts in CREST of Qualifying Shareholders |
Friday 10 December |
|
Latest recommended time and date for requested withdrawal of Open Offer Entitlements and Excess CREST Open Offer Entitlements from CREST |
4:30 p.m. on Wednesday 29 December |
|
Latest time and date for depositing Open Offer Entitlements and Excess CREST Open Offer Entitlements into CREST |
3:00 p.m. on Thursday 30 December |
|
Latest time and date for splitting Application Forms (to satisfy bona fide market claims) |
3:00 p.m. on Friday 31 December |
|
Placing closes |
Tuesday 4 January |
|
Latest time and date for receipt of completed Application Forms and payment in full under the Open Offer and settlement of relevant CREST instructions (as appropriate) |
11:00 a.m. on Wednesday 5 January |
|
Commitments undertaken by investors pursuant to the Placing on a T + 3 basis |
Friday 7 January |
|
Latest time and date for receipt of Forms of Proxy for use at the General Meeting |
11:00 a.m. on Friday 7 January |
|
Latest time and date for receipt of electronic proxy appointments via the CREST system |
11:00 a.m. on Friday 7 January |
|
General Meeting of the Company to approve matters in connection with the issue |
11:00 a.m. on Tuesday 11 January |
|
Results of the Placing and Open Offer announced through a Regulatory Information Service |
Tuesday 11 January |
|
Admission and commencement of dealings in CULS on the London Stock Exchange expected to commence |
8:00 a.m. on Wednesday 12 January |
|
CREST stock accounts expected to be credited for the CULS |
Wednesday 12 January |
|
Definitive certificates for CULS expected to be despatched |
by Wednesday 19 January |
Further information
A copy of the Prospectus will be submitted to the National Storage Mechanism and will shortly be available for inspection at www.hemscott.com/nsm.do.
The Prospectus will also be available for download from the Company's website, www.edinburghdragon.co.uk.
Capitalised terms used in this announcement shall, unless otherwise specifically defined herein, have the same meanings as defined in the Prospectus.
Enquiries:
James Moseley/Robin Archibald, Winterflood Securities 020 3100 0250/0290
William Hemmings/Ian Massie, Aberdeen Asset Managers Limited 020 7463 6223/0131 528 4123
Tom Eckersley/Rowan Brown, Maitland 020 7379 5151
Important notice
THIS ANNOUNCEMENT IS AN ADVERTISEMENT. IT IS NOT A PROSPECTUS AND INVESTORS SHOULD NOT SUBSCRIBE FOR OR PURCHASE ANY CULS EXCEPT ON THE BASIS OF THE INFORMATION CONTAINED IN THE PROSPECTUS WHICH IS BEING PUBLISHED TODAY.
This information is provided by RNS
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