Circular:Conversion of Subscr
7 June 2010
Circular re Conversion of Subscription Shares
The Board has sent to holders of Subscription Shares a circular (the "Circular") reminding them that they have the right ("Subscription Right") (but not the obligation) to convert their Subscription Shares into ordinary shares of 10p each of the Company (the "Ordinary Shares") on subscription dates set out below. The next subscription date is 30 June 2010. There are only 2 subscription dates left, being 30 June 2010 and 30 September 2010, at which the exercise price is 191 pence per share. As set out below, the Subscription Price will then rise to 208 pence per share if exercised between 31 December 2010 and 30 September 2011 before rising again to 245 pence per share from 31 December 2011 to 31 December 2012.
Each Subscription Share confers the right, exercisable by notice to the Company in the 28 days preceding each of 31 December, 31 March, 30 June and 30 September (each a "Subscription Date") up to and including December 2012 (the "Subscription Period") and upon payment of the relevant subscription price (the "Subscription Price"), to convert the Subscription Share into one Ordinary Share in the Company on the same terms throughout the Subscription Period.
The Company's directors make no recommendation as to whether a holder of Subscription Shares should convert their Subscription Shares. To the extent that holders do not convert their Subscription Shares on this occasion, they will have the right (subject to the Subscription Share terms and conditions) to do so on the same terms in the 28 days preceding the relevant Subscription Date(s) up to and including 31 December 2012. Subscription Shareholders should, however, note the relevant Subscription Prices that will apply on each of those occasions as explained above.
The terms and conditions of the Subscription Shares allow for the Subscription Shares to be held in certificated form, by which they are evidenced by a Subscription Share certificate, or in uncertificated form (i.e. in CREST), in accordance with the Uncertified Securities Regulations 2001. Accordingly, the procedure for exercising Subscription Rights depends on whether the Subscription Shares are held in certificated form or uncertificated form. Full details of the procedure are set out in the Circular.
The Ordinary Shares resulting from the exercise of the Subscription Rights will rank pari passu with the Ordinary Shares then in issue (save for any dividends or other distributions declared, made or paid on the Ordinary Shares by reference to a record date prior to the allotment of the relevant Ordinary Shares).
The Ordinary Shares arising on the exercise of Subscription Rights will be allotted within 14 days of the relevant Subscription Date (and with effect from the Subscription Date) or such later date as may be necessary to ensure the correct treatment of entitlement to dividends.
The information in this announcement should be read in conjunction with the full text of the Circular dated 2 June 2010. Capitalised terms used in this announcement shall, unless the context otherwise requires, bear the meaning given to them in the Circular.
Copies of the Circular have been submitted to the UK Listing Authority and will shortly be available for inspection at the UK Listing Authority's Document Viewing Facility which is situated at:
Financial Services Authority
25 The North Colonnade
Canary Wharf
London E14 5HS
Tel. 020 7066 1000
Telephone number: 020 7066 1000
Enquiries:
John Spedding
Schroder Investment Management Limited Tel: 020 7658 3206
This information is provided by RNS
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