Timetable for CLNs
Guinness Peat Group PLC
20 May 2003
CLN REDEMPTION TIMETABLE
GPG (UK) Holdings plc
PROPOSED TIMETABLE 2003 FOR CONVERSION/REDEMPTION OF 8% SUBORDINATED CONVERTIBLE
LOAN NOTES ("LOAN NOTES")
Date on which exchange rate set for redemptions Mon 30 June 2003
Election Date for conversion of Notes Mon 30 June 2003
Return date for Election Notices 3.00 pm Mon 30 June 2003
Return date for notifying bank account details 5.00 pm Mon 30 June 2003
Allotment and issue of new Parent Shares (see note 2) arising as an 5.00 pm Fri 4 July 2003
automatic consequence of Conversion
Payment in respect of redemption and fractional entitlements (if Mon 7 July 2003
any) despatched to Noteholders
Update of UK CREST accounts (UK time) 5.00 am Mon 7 July 2003
Dealings commence in new Parent Shares (LSE and NZSE) Mon 7 July 2003
Post out certificates (new Parent Shares and residual Notes) (UK) Mon 7 July 2003
Post out holding statements and allotment certificates (new Parent Mon 7 July 2003
Shares) (Australia)
Despatch of FASTER statements notifying NZ Noteholders of the change Mon 7 July 2003
in holdings following conversion and allotment
Dealings commence in CDIs representing new Parent Shares (ASX) Wed 9 July 2003
1. Events take place in London, Australia and New Zealand on the same
date unless otherwise indicated.
2. References to "Parent Shares" are to ordinary shares in Guinness Peat
Group plc following issued Conversion and pursuant to the Step-Up rights in the
Articles of Association of GPG (UK) Holdings plc.
3. Noteholders who wish to receive their Redemption Amount in other than
the currency of the Register where their Notes are held will be given the
opportunity to elect instead to receive Aus$, NZ$ or pounds Sterling as
appropriate.
4. Notes will automatically be redeemed on 30 June 2003 in
respect of Noteholders who do not return a valid Conversion Election form by
3.00 pm on 30 June 2003.
5. Ranking of Parent Shares: The new Parent Shares allotted and issued
as an automatic consequence of Conversion are fully paid and rank pari passu in
all respects with other issued Parent Shares, except that they do not rank for
any dividends or other distributions declared or paid or made either in respect
of financial periods or parts of financial periods that have ended on or prior
to the Conversion Date, being 30 June 2003.
In practice this means that the new Parent Shares do not have a
right to receive any dividend that relates to the period ending on 30 June 2003
should one be declared.
After the payment of any such dividend, or if there is no dividend
declared for that period, they will then rank equally with the other fully paid
Parent Shares.
It should be noted that no decision has been made or will be made in
respect of the declaration of any dividend until GPG makes public its interim
results in the usual way at the end of August.
6. Treatment by the three Exchanges on which the Parent Shares are
listed: There is a slight difference to the way that the LSE, the Australian
Stock Exchange ("ASX") and the New Zealand Stock Exchange ("NZSE") will treat
the new Parent Shares.
*The LSE has indicated that it will show the new Parent Shares as a
separate line of stock and has provided them with an ISIN number GB003064276.
New Parent Shares will continue to operate as a separate class until GPG
confirms it is unlikely that any dividends or distributions are likely to be
declared in respect of a period ending on or prior to 30 June 2003.
*The ASX has advised that it will show the CDIs representing the new
Parent Shares as a separate line of CDIs which will rank pari passu in all
respects with other issued CDIs representing Parent Shares, except that the new
CDIs will not rank for any dividends or other distributions declared or paid or
made in respect of financial periods or parts of financial periods that have
ended on or prior to 30 June 2003. The new CDIs will merge with the main quoted
line of CDIs either after the record date for any dividend for a period ended on
or prior to 30 June 2003, or when GPG announces that no such dividend will be
declared.
*The NZSE has advised that it will quote the new Parent Shares as a
separate class of securities. The new Parent Shares will operate under the
description of "new ordinary shares" with a security code of GPGND. The new
Parent Shares will continue to operate as a separate class until GPG confirms it
is unlikely that any dividends or distributions are likely to be declared in
respect of a period prior to and including 30 June 2003.
Terms used in this announcement but not defined in it bear the same meanings
given to them in the Trust Deed constituting the CLNs dated 18 April 2000 (as
amended).
Richard Russell
Company Secretary
20 May 2003
This information is provided by RNS
The company news service from the London Stock Exchange
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