CULS Conversion Notice

abrdn Asia Focus plc

31 October 2023

 

abrdn Asia Focus plc (the "Company")

Legal Entity Identifier (LEI): 5493000FBZP1J92OQY70

2.25 per cent. Convertible Unsecured Loan Stock 2025

31 October 2023

Reminder to CULS Holders of Conversion Rights

The Company reminds holders ("CULS Holders") of 2.25 per cent. convertible unsecured loan stock 2025 ("CULS") constituted by the Trust Deed dated 24 May 2018 ("Trust Deed") 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 5p each in the capital of the Company ("Ordinary Shares") at any time during the period of 28 days ending on 30 November 2023 (the "Conversion Date") in accordance with the terms of issue of the CULS which were set out in the prospectus of the Company dated 20 April 2018.

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 May and November each year up to 31 May 2025. Notices will be issued via RNS reminding 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

CULS Holders are reminded that on 4 February 2022 the sub-division of each fully paid ordinary share in the capital of the Company of 25 pence into 5 Ordinary Shares of 5p each, approved by shareholders on 27 January 2022 became effective and, in accordance with the terms of the Trust Deed, the conversion price of the CULS was automatically and pro rata adjusted from 1,465p to 293p.

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 adjusted conversion price of 293 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.

Considerations for CULS Holders

Whether or not CULS Holders decide to convert their CULS will depend, among other things, on their own individual circumstances including their tax positions.  The following factor may be of relevance for CULS Holders considering whether to convert their CULS:

Market value: The market value of the Ordinary Shares into which the CULS would convert is currently below the market value of the CULS. By way of example, £100 nominal of CULS had a mid-market value of £95.25 as at 27 October 2023. £100 nominal of CULS would convert into 34 Ordinary Shares, which would have had a mid-market value of approximately £76.16 on the same date. This represents £19.09 less than the mid-market value of the CULS.

Note: The above analysis is based on the information set out in the Schedule and does not take into account any tax which might be payable on CULS Holders' capital returns.

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, Corporate Actions, Aspect House, Spencer Road, Lancing, West Sussex BN99 6DA during the period of 28 days ending on 30 November 2023 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 November 2023.  The prescribed form of uncertificated conversion notice is a Transfer To Equity ("TTE") instruction which, on settlement will have the effect of crediting a stock account of the Registrar in accordance with the details specified below.  The TTE 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: 6RA18;

(e)  the Registrar's member account ID:        this is: RA504906;

(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: GB00BFZ0WT29; and

(h)  the intended settlement date:     this will be 30 November 2023.

The TTE instruction should be input to settle by no later than 1.00pm on 30 November 2023 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.

Issue of Ordinary shares

Ordinary Shares arising on conversion will be sent in certificated form where CULS is held in certificated form, and uncertificated form where CULS is held in uncertificated 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 November 2023 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 telephone number: [phone] (from within the UK).  This helpline is available between 8.30am and 5.30pm (UK time) Monday to Friday (except public holidays in England and Wales).  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 abrdn Asia Focus plc

31 October 2023

Schedule 1:

Market Prices of CULS and Ordinary Shares (derived from Bloomberg) and NAV of the Ordinary Shares:

2023	Ordinary Share Price (p)	2.25% CULS Price (p)	NAV (diluted where applicable and including income) (p)
27 October 2023	244	95.25	294.43
29 September 2023	256	95.25	307.48
31 August 2023	259	95.25	304.10
31 July 2023	264	95.25	311.26
28 June 2023	251	94.9	292.49
31 May 2023	248	96.15	292.94
28 April 2023	249	96.75	286.47

 

END