Options and Warrants

RNS Number : 1593P

Symphony International Holdings Ltd

22 October 2012

 



NOT FOR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, SOUTH AFRICA OR ANY JURISDICTION IN WHICH SUCH DISTRIBUTION WOULD BE UNLAWFUL.

THIS ANNOUNCEMENT COMPRISES AN ADVERTISEMENT FOR THE PURPOSES OF PARAGRAPH 3.3R OF THE PROSPECTUS RULES MADE UNDER PART VI OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 AND NOT A PROSPECTUS AND INVESTORS SHOULD NOT SUBSCRIBE FOR OR PURCHASE ANY SECURITIES REFERRED TO IN THIS ANNOUNCEMENT EXCEPT ON THE BASIS OF INFORMATION CONTAINED IN THE PROSPECTUS PUBLISHED BY THE COMPANY ON 4 OCTOBER 2012 IN CONNECTION WITH THE RIGHTS ISSUE. COPIES OF THE PROSPECTUS ARE AVAILABLE (OTHER THAN TO EXISTING SHAREHOLDERS AND HOLDERS OF EXISTING DEPOSITARY INTERESTS WITH REGISTERED ADDRESSES IN, OR WHO ARE LOCATED IN, THE UNITED STATES, AUSTRALIA, CANADA, JAPAN OR SOUTH AFRICA): (I) AT THE COMPANY'S WEBSITE (www.symphonyasia.com); and (II) VIA THE NATIONAL STORAGE MECHANISM.

22 October 2012

Symphony International Holdings Limited

Notice to Warrantholders and Adjustment to Share Options

Symphony International Holdings Limited ("Symphony" or the "Company") (LSE: SIHL) announces that, pursuant to the fully underwritten 0.481 for 1 Rights Issue of 166,665,997 New Ordinary Shares as announced on 4 October 2012 (the "Rights Issue"), the following adjustments are being implemented to the Company's Warrants and Share Options in accordance with the terms of the constitutional documents and the prospectus dated 4 October 2012 in relation to the Rights Issue (the "Prospectus").

Notice to Warrantholders

Notice is hereby given to Warrantholders that, as detailed in paragraph 5 of Part 10 of the Prospectus, and in accordance with the Warrant Instrument, the Exercise Price has been adjusted from U.S.$1.25 to U.S.$1.22 each, by reason of the Rights Issue. The adjustment to the Exercise Price is effective from the date of this announcement, 22 October 2012, in accordance with the terms of the Warrant Instrument.

Furthermore, the aggregate number of Warrants in issue shall be adjusted, by reason of the Rights Issue and in accordance with the Warrant Instrument, by an additional aggregate amount of 3,289,845 Warrants ("Additional Warrants").  Such Additional Warrants will represent approximately 0.03 of an Additional Warrant for every 1 existing Warrant held by a Warrantholder and registered in their name on 2 October 2012. Application shall shortly be made to the UK Listing Authority and the London Stock Exchange for such Additional Warrants to be listed on the "standard listing" segment of the Official List and admitted to trading on the London Stock Exchange's main market for listed securities, respectively ("Admission"). The Additional Warrants will be conditional upon Admission.

Upon Admission, the Additional Warrants will rank pari passu in all respects with the existing Warrants in issue, including an Exercise Price of U.S.$1.22 each. A further announcement regarding Admission and dispatch of warrant certificates will be made in due course.

The total number of Warrants in issue upon Admission of the Additional Warrants shall be 111,855,210.

Directors' Dealings

Upon Admission of the Additional Warrants, the Directors (and persons connected with the Directors) will have the following beneficial holdings of Warrants in the Company:

Director	Number of Warrants	Percentage
Pierangelo Bottinelli	354,395	0.32
Georges Gagnebin	173,600	0.16
Rajiv K. Luthra	Nil	Nil
Anil Thadani	3,902,053	3.49
Sunil Chandiramani	1,553,116	1.39

Adjustment to Share Options

As detailed in paragraphs 3.4 and 3.5 of Part 14 of the Prospectus, and as a result of the change to the Capital of the Company following the Rights Issue, the Share Option Terms Committee has approved the grant of 41,666,500 Rights Issue Share Options to the Investment Manager in accordance with the Share Options Terms. The Rights Issue Share Options have an exercise price of U.S.$0.60 each, being the Issue Price of the Rights Issue.

The Rights Issue Share Options will vest in five equal tranches over a period of five years from the date of grant, being 22 October 2012. The first tranche will vest on the first anniversary of their date of grant, and each subsequent tranche will vest on the following anniversaries. The Rights Issue Share Options will be exercisable up to the 10th anniversary of the date of grant.

The Initial Share Options were granted to the Investment Manager pursuant to the Investment Management and Advisory Agreement on 3 August 2008 (deferred from the date of the IPO). All of the Initial Share Options have vested, and none have to date been exercised. If unexercised, the Initial Share Options will expire in August 2018.

Pursuant to the Share Options Terms, the Rights Issue was an adjustment event which triggered the ability for the exercise price and aggregate number of the Initial Share Options be adjusted from U.S.$1.00 and 82,782,691, respectively, to U.S.$0.98 and 85,291,257, respectively, in accordance with the mechanism described in paragraph 3.5 of Part 14 of the Prospectus. However, the Investment Manager has waived its entitlement to such adjustments of the Initial Share Options and the Company has agreed that the Initial Share Options will remain unadjusted as a result of the Rights Issue.

Following the grant of the Rights Issue Share Options, the Investment Manager has an aggregate holding of 124,449,191 Share Options.

Anil Thadani and Sunil Chandiramani have a beneficial interest of 40 per cent. and 30 per cent., respectively, in the Investment Manager.

Definitions used in the Prospectus shall have the same meanings when used in this announcement, unless the context otherwise requires. All references to time in this announcement are to the time in London.

For further information, please contact:

Symphony Asia Limited                                                     [phone]

Sunil Chandiramani

Panmure Gordon (UK) Limited                                         [phone]

Dominic Morley / Andrew Potts (Corporate Finance)

Tom Nicholson / Charles Leigh-Pemberton (Corporate Broking)

FTI Consulting                                                                    [phone] / 7175 / 7297

Neil Doyle / Tom Willetts / Ed Berry

IMPORTANT INFORMATION

This announcement is not for release, publication or distribution, in whole or in part, directly or indirectly, in or into the United States, Australia, Canada, Japan or South Africa or any other jurisdiction into which the publication or distribution would be unlawful. These materials do not constitute an offer to sell or issue or the solicitation of an offer to buy or acquire securities in the United States, Australia, Canada, Japan or South Africa or any other jurisdiction in which such offer or solicitation would be unlawful. The securities referred to in this announcement have not been and will not be registered under the securities laws of such jurisdictions and may not be sold, resold, taken up, transferred, delivered or distributed, directly or indirectly, within such jurisdictions.

This announcement has been issued by, and is the sole responsibility of, the Company. No representation or warranty express or implied, is or will be made as to, or in relation to, and no responsibility or liability is or will be accepted by Panmure Gordon (UK) Limited ("Panmure Gordon") or by any of their affiliates or agents as to or in relation to, the accuracy or completeness of this announcement or any other written or oral information made available to or publicly available to any interested party or its advisers by the Company, and any responsibility or liability therefore is expressly disclaimed.

Panmure Gordon, which is authorised and regulated in the United Kingdom by the Financial Services Authority, is acting exclusively for the Company in connection with the matters set out in this announcement and the Rights Issue. Panmure Gordon is not, and will not be, responsible to anyone other than the Company for providing the protections afforded to their clients or for providing advice in relation to the Rights Issue or any other matters referred to in this announcement. Apart from the responsibilities and liabilities, if any, which may be imposed on it by the Financial Services and Markets Act 2000, Panmure Gordon accepts no responsibility whatsoever and makes no representation or warranty, express or implied, for the contents of this announcement, or for any other statement made or purported to be made by it, or on its behalf, in connection with the Company, the Rights Issue, and nothing in this announcement is, or shall be relied upon as, a promise or representation in this respect, whether as to the past or the future. Panmure Gordon accordingly disclaims to the fullest extent permitted by law all and any responsibility and liability whether arising in tort, contract or otherwise (save as referred to above) which it might otherwise have in respect of this announcement or any such statement.

None of the securities referred to in this announcement have been, and will not be, registered under the U.S. Securities Act of 1933, as amended, ("Securities Act") and may not be offered, sold or transferred, directly or indirectly, within or into the United States unless such securities are registered under the Securities Act or an exemption from the registration requirements of the Securities Act is available. There will be no public offer of any securities of the Company in the United States.

This announcement has been prepared in accordance with English law, the Listing Rules, the Prospectus Rules and the Disclosure Rules and Transparency Rules and information disclosed may not be the same as that which would have been prepared in accordance with the laws of jurisdictions outside England.

The distribution of this announcement, the Prospectus and the securities referred to in this announcement in jurisdictions other than the United Kingdom may be affected by the laws of relevant jurisdictions. Therefore any persons who are subject to the laws of any jurisdiction other than the United Kingdom will need to inform themselves about, and observe any applicable requirements.

This announcement is for information purposes only and shall not constitute an offer to buy, sell, issue or subscribe for, or the solicitation of an offer to buy, sell, issue, or subscribe for, any securities in the Company or any other entity. Any such offer will be made solely by means of the Prospectus and any related documents to be published in due course and any supplement or amendment thereto and any acquisition of securities in the Company should be made solely on the basis of the information contained in such combined prospectus.

Neither the content of the Company's website (or any other website) nor the content of any website accessible from hyperlinks on the Company's website (or any other website) is incorporated into, or forms part of, this announcement.

This announcement contains (or may contain) certain forward-looking statements with respect to certain of the Company's current expectations and projections about future events. These statements, which sometimes use words such as "anticipate", "believe", "could", "estimate", "expect", "intend", "may", "plan", "potential", "should", "will" and "would" or the negative of those terms or other comparable terminology, are based on the Company's beliefs, assumptions and expectations of its future performance, taking into account all information currently available to it at the date of this announcement. These beliefs, assumptions and expectations can change as a result of many possible events or factors, not all of which are known to the Company at the date of this announcement or are within its control. If a change occurs, the Company's business, financial condition and results of operations may vary materially from those expressed in its forward-looking statements.

Statements contained in this announcement regarding past trends or activities should not be taken as a representation that such trends or activities will continue in the future. The information contained in this announcement is subject to change without notice and, except as required by applicable law, neither the Company nor Panmure Gordon assumes any responsibility or obligation to update publicly or review any of the forward-looking statements contained herein. You should not place undue reliance on forward-looking statements, which speak only as of the date of this announcement.

No statement in this announcement is or is intended to be a profit forecast or to imply that the earnings of the Company for the current or future financial years will necessarily match or exceed the historical or published earnings of the Company. This announcement does not constitute an offer to sell or issue or the solicitation of an offer to buy or acquire, nor shall there be any sale of, the securities referred to in this announcement in any jurisdiction in which such offer, solicitation or sale would be unlawful. The securities referred to in this announcement have not been, and will not be, registered with any regulatory authority of any state within the United States. No money, securities or other consideration is being solicited and, if sent in response to the information herein, will not be accepted.

The Company and the Investment Manager are not associated or affiliated with any other fund managers whose names include "Symphony", including, without limitation, Symphony Financial Partners Co., Ltd.

End of Announcement

 

END

 

 

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