Convertible Unsecured Loan Stock 2018

RNS Number : 0287B

City Natural Res High Yield Tst PLC

17 September 2018

 

To:                    RNS

From:                City Natural Resources High Yield Trust plc

Date:                17 September 2018

Convertible Unsecured Loan Stock 2018

This announcement replaces the announcement made on 31 August 2018 at 10:54 a.m. under RNS Number 4205Z. The deadline for submission of conversion notices has been amended to 21 September 2018, as specified in the amended text below for CULS held in certificated form and CULS held in uncertificated form. This amendment has been made to ensure prompt payment of redemption proceeds to holders of CULS that do not elect to convert.

The Company reiterates its earlier statement that the market value of the Ordinary Shares into which the CULS would convert is currently lower than the market value of the CULS

Reminder to CULS Holders of Conversion Rights

City Natural Resources High Yield Trust plc (the "Company") reminds holders ("CULS Holders") of 3.5 per cent. convertible unsecured loan stock 2018 ("CULS") constituted by the Trust Deed dated 23 September 2011 that they have the right to convert ("Conversion Rights") 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 25p each in the capital of the Company ("Ordinary Shares") at any time during the period of 28 days ending on 30 September 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 31 August 2011.

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. CULS Holders are not obliged to exercise their Conversion Rights.  This is the final occasion on which they may do so, and CULS Holders should read "Considerations for CULS Holders" below.

Basis of Conversion

The number of Ordinary Shares to be issued by the Company on the exercise of any Conversion Rights shall be determined by dividing the nominal amount of the CULS to be converted by the conversion price of 377.1848 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 market value of the Ordinary Shares is relevant 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 lower than the market value of the CULS. By way of example, £1,000 nominal of CULS had a mid-market value of £997.50 as at 30 August 2018. £1,000 nominal of CULS would convert into 265 Ordinary Shares, which would have had a mid-market value of £280.90 on the same date. This represents a deficit of £716.60 compared to the mid-market value of the CULS and a deficit of £719.10 compared to the nominal value of the CULS that would be repaid on 30 September 2018 if their Conversion Rights have not been exercised.

Note: The above analysis 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 Conversion Rights 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 Registrar ("the Registrar"), Equiniti Limited, Aspect House, Spencer Road, Lancing, West Sussex BN99 6DA, during the period of 28 days ending on 30 September 2018 at 5.00pm, having completed and signed the notice of exercise of Conversion Rights thereon. In practice, as 30 September 2018 is a Sunday and in order to ensure prompt payment on 28 September 2018 of redemption proceeds to holders that do not elect to convert of CULS that do not elect to convert, this will require holders of CULS in certificated form to have lodged their CULS certificate by 5.00pm on 21 September 2018. 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.  Conversion Rights 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 September 2018 at 1.00pm. The prescribed form of uncertificated conversion notice is an Transfer To Escrow ("TTE") instruction which, on settlement, will have the effect of crediting a stock account of the Registrar in accordance with the details specified below.  In practice, as 30 September 2018 is a Sunday and in order to ensure prompt payment on 28 September 2018 of redemption proceeds to holders of CULS that do not elect to convert, this will require holders of CULS in uncertificated form to have submitted their TTE instruction by 1.00pm on 21 September 2018. The TTE instruction must be properly authenticated in accordance with the specifications of Euroclear UK & Ireland Limited ("Euroclear") 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: 5RA78;

(e) the Registrar's member account ID: this is: RA160429;

(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: GB00B6YVTS10; and

(h) the intended settlement date: this will be 28 September 2018.

The TTE instruction should be input to settle by no later than 1.00pm on 21 September 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.

Notes

Ordinary Shares arising on conversion will be issued 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 certificated 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 September 2018.

Enquiries

If you have any queries regarding the above procedures, these should be referred to the Company's Registrar, Equiniti, on tel: [phone] (from within the UK) or [phone] (from outside 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 City Natural Resources High Yield Trust plc

31 August 2018

For further information:

Martin Cassels, Maitland Administration Services (Scotland) Ltd, Company Secretary:        0131 550 3765

Schedule:

Mid-market prices of CULS and Ordinary Shares (derived from Bloomberg):

2018	Ordinary Share Price (p)	CULS Price (p)
1 March	119.75	100.50
2 April	113.25	100.50
1 May	116.50	100.50
1 June	122.75	100.00
2 July	114.00	100.00
1 August	111.75	100.00
30 August	106.00	99.75

 

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