Shaftesbury Capital PLC GBP 275,000,000
2.00 per cent.
Secured Exchangeable Bonds due
2026
exchangeable into ordinary shares of
Shaftesbury Capital PLC
(ISIN: XS2262952679) (the
"Bonds")
Notice to Bondholders, the Trustee
and
the Principal Paying, Transfer and Exchange Agent
This
notice supersedes the notice issued by Shaftesbury Capital PLC (the
"Issuer") on 31 May 2024
Adjustment 1: as a result of
a Cash Dividend Shortfall (effective 10 April
2024):
As a result of the Issuer having paid
no dividend during the Relevant Period from (and including) 1
October 2023 to (and including) 30 March 2024, a Cash Dividend
Shortfall occurred in accordance with Condition
8(b)(iv).
Consequently, and in accordance with
Condition 8(c), the Issuer hereby notifies Bondholders, the Trustee
and the Principal Paying, Transfer and Exchange Agent of the
following changes to the Exchange Property pursuant to Conditions
8(b)(iv), effective 10 April 2024:
· 1,342,001.6242 Shaftesbury Capital Shares and GBP 13,282.9125
ceased to form part of the Exchange Property and from such date the
Exchange Property therefore solely comprised 127,008,786.5254
Shaftesbury Capital Shares; and
· the
Exchange Property per Bond to which the holder of GBP 100,000
principal amount of Bonds would be entitled upon exercise of the
Exchange Right in respect of such Bond was 46,185.0133 Shaftesbury
Capital Shares.
Adjustment 2: as a result of
a Capital Distribution (effective 31 May 2024):
Furthermore, the Issuer declared a
final dividend of GBP 0.0165 per Shaftesbury Capital Share (a "Cash
Dividend"), which was paid to holders of Shaftesbury Capital Shares
on 31 May 2024.
On 5 March 2024, the Issuer duly
notified Bondholders that payment of such Cash Dividend would
result in the occurrence of a Capital Distribution in accordance
with the definition thereof, as well as its decision not to issue a
Purchase Election Notice and as a result, the amount of such
Capital Distribution will be included as part of the Exchange
Property pursuant to Condition 8(b)(iii).
Consequently, and in accordance with
the notice to Bondholders dated 5 March 2024 and Condition 8(c),
the Issuer hereby notifies Bondholders, the Trustee and the
Principal Paying, Transfer and Exchange Agent of the following
changes to the Exchange Property pursuant to Conditions
8(b)(iii)(B) and 8(e), effective 31 May 2024:
· GBP
183,666.0788 has been added to the Exchange Property, and from such
date the Exchange Property shall therefore comprise
127,008,786.5254 Shaftesbury Capital Shares and GBP 183,666.0788 of
cash; and
· the
Exchange Property per Bond to which the holder of GBP 100,000
principal amount of Bonds would be entitled upon exercise of the
Exchange Right in respect of such Bond is 46,185.0133 Shaftesbury
Capital Shares and GBP 66.7877 of cash.
As a result of both adjustment
events:
· 1,342,002 Shaftesbury Shares will be released from the
Security pursuant to Condition 2(d)(iv); and
· GBP
170,383.16 will be credited to the Security pursuant to Condition
2(b).
For the avoidance of doubt, this
notice supersedes the notice given to Bondholders on 31 May 2024.
Capitalised terms not otherwise defined in this notice shall have
the meanings given to them in the Conditions. Certain figures are
rounded to 4 decimal places solely for the purposes of this
notice.
The content of
this Notice has not been formulated or negotiated by the Trustee
and nothing in this Notice should be construed as a recommendation
to Bondholders from the Trustee on any matter. Bondholders
should take their own independent legal and financial advice on the
impact or consequences of the matters set out in this Notice. The
Trustee is not responsible for the accuracy, completeness, validity
or correctness of the statements made and documents referred to in
this Notice or any omissions from this Notice.
7 June 2024
Enquiries:
Shaftesbury Capital
PLC
ConvEx (as Calculation Agent)
Graham Keer - Group
Treasurer
Calculation Agency
Team
Ruth Pavey - Company
Secretary
email:
calculation.agent@conv-ex.com
Telephone: +44 20 3214
9150