CULS Conversion Notice

RNS Number : 8405Z

Edinburgh Dragon Trust plc

19 December 2017

 

Edinburgh Dragon Trust plc

3.5 per cent. Convertible Unsecured Loan Stock 2018

Reminder of Final Opportunity to Exercise Conversion Rights

19 December 2017

Edinburgh Dragon Trust plc reminds holders ("CULS Holders") of 3.5 per cent. convertible unsecured loan stock 2018 ("CULS") constituted by the Trust Deed dated 12 January 2011 (the "Trust Deed") of their final opportunity to exercise their conversion rights ("Conversion Right") to convert 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 20p each in the capital of the Company ("Ordinary Shares") at any time during the period of twenty-eight days ending on 31 January 2018 (the "Conversion Date") in accordance with the terms of issue of the CULS which were set out in the prospectus of the Company dated 9 December 2010.

The CULS is constituted as an unsecured subordinated obligation of the Company by the Trust Deed between the Company and The Law Debenture Trust Corporation p.l.c., whose registered office is at Fifth Floor, 100 Wood Street, London EC2V 7EX, as trustee for the CULS Holders.

In accordance with the Trust Deed, the upcoming conversion period is the last period during which the holders of CULS holders will be entitled to convert their CULS into Ordinary Shares and there will therefore be no further opportunity to exercise your Conversion Rights.

BASIS OF CONVERSION

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 conversion price of 310.1528 pence (the "Conversion Price").  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.

HOW TO CONVERT

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, using the enclosed business reply paid envelope to Equiniti Limited, Corporate Actions, Aspect House, Spencer Road, Lancing, West Sussex BN99 6DA United Kingdom during the period of 28 days ending on 31 January 2018 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 31 January 2018 at 1.00pm.  The prescribed form of uncertificated conversion notice is an Unmatched Stock Event ("USE") instruction which, on settlement will have the effect of crediting a stock account of the Registrar in accordance with the details specified below.  The USE instruction must be properly authenticated in accordance with Euroclear's specifications and must contain the following details in addition to any other information required:

·      the nominal amount of CULS in respect of which Conversion Rights are being exercised;

·      the participant ID of the CULS Holder;

·      the member account ID of the CULS Holder;

·      the Registrar's participant ID:           this is: 6RA83;

·      the Registrar's member account ID:  this is: RA275401;

·      the corporate action number, which will be allocated by Euroclear and can be found by viewing the relevant corporate action details in CREST;

·      the corporate action ISIN:    this is GB00B5KVCW36; and

·      the intended settlement date:           this will be 31 January 2018.

The USE instruction should be input to settle by no later than 1.00pm on 31 January 2018 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.

FAILURE TO EXERCISE CONVERSION RIGHTS

The Trustee may, at its absolute discretion and without any responsibility for any loss occasioned thereby, at any time during the period of 10 days before the Conversion Date, exercise all Conversion Rights not exercised by CULS Holders on or before the Final Conversion Date at the Conversion Price and sell for the benefit of the CULS Holders entitled thereto the Ordinary Shares allotted on such conversion, provided that the Trustee shall not exercise such Conversion Rights unless an Independent Financial Adviser (acting as an expert and not an arbitrator) shall have stated in writing that in its opinion the exercise of such Conversion Rights and prompt sale by the Trustee would be in the interests of the CULS Holders concerned as a body.

GENERAL

Applications will be made to the UK Listing Authority and to The London Stock Exchange for the ordinary shares arising on conversion to be admitted to the premium segment of the Official List and for trading on The London Stock Exchange's main market for listed securities.

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. Ordinary Shares arising on conversion will be sent in certificated form where CULS is held in certificated form, and un-certificated form where CULS is held in un-certificated form. Certificates for Ordinary Shares 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 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) 31 January 2018 and will cease to accrue thereafter.

Please note that neither the Company nor the Registrar is able to provide CULS Holders with any tax or financial advice. If you have any such queries then you should contact your solicitor, accountant or tax adviser.

ENQUIRIES

For queries concerning the above procedures for the CULS conversion, please contact the Registrar:

Equiniti Limited

Aspect House

Spencer Road

Lancing

West Sussex BN99 6DA

Telephone helpline (UK): 0371 384 2260

Telephone helpline (outside UK): [phone]

(Lines open 8.30am to 5.30pm, Monday to Friday and excluding public holidays in England and Wales. Calls will be charged at the applicable rate and may be monitored or recorded).

SCHEDULE 1:

Market Prices of CULS and Ordinary Shares (derived from the London Stock Exchange's Daily Official List) and NAVs of the Ordinary Shares:

2017	Ordinary Share Price (p)	CULS Price (p)	Undiluted NAV (cum inc) (p)	Diluted NAV (cum inc) (p)
1 August	358.00	110.50	414.77	404.87
1 September	362.00	110.25	421.83	413.86
2 October	353.25	109.00	408.11	401.10
1 November	370.00	113.50	430.76	422.17
1 December	358.50	115.13	419.38	411.60
15 December	370.75	113.00	426.53	418.20

 

END

 

 

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