Reminder to CULS Holders of Conversion Rights

RNS Number : 4595Q

F&C Global Smaller Companies PLC

17 June 2015

 



F&C GLOBAL SMALLER COMPANIES PLC

3.5 per cent. Convertible Unsecured Loan Stock 2019 ("CULS") constituted by a Trust Deed dated 30 July 2014 

Reminder to CULS Holders of Conversion Rights

THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. If you are in any doubt as to the action you should take, you should consult your own personal financial advisor authorised under the Financial Services and Markets Act 2000 if you are in the United Kingdom or, if not, another appropriately authorised financial advisor.

F&C Global Smaller Companies (the "Company") hereby reminds CULS Holders 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 twenty-eight days ending on 31 July 2015 (the "Conversion Date") in accordance with the terms of issue of the CULS which were set out in the prospectus of the Company dated 27 June 2014. 

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 on the same terms in January and July each year up to July 2019.  Reminder notices will be issued via an RIS to 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

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 977.6970 pence.  Fractions of Ordinary Shares will not be issued on the 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.  The following factor may be of relevance to 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, £100 nominal of CULS had a mid-market value of £114.00 as at 16 June 2015. £100 nominal of CULS would convert into 10 Ordinary Shares, which would have had a mid-market value of approximately £100 on the same date. The mid market value of the Ordinary Shares is therefore £14.00 less than the equivalent mid-market value of CULS.

Taxation: Stockholders are advised to consult their own professional advisors as to the tax implications of exercising or not exercising their conversion rights, as tax treatment will depend on individual circumstances

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

Conversion Procedures

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, in whole or part, 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, Computershare Investor Services PLC, Corporate Actions Project, Bristol BS99 6AH by 5.00 p.m. on 31 July 2015, having completed and signed the notice of exercise of Conversion Rights thereon. If your CULS certificate has been lost, defaced or destroyed, please write to the Registrar at the above address, advising them of such loss and requesting them to send you a letter of indemnity for completion and return. A form of nomination, if required, should be requested from the Registrar. 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 by 2 p.m. on 31 July 2015.  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 for settlement in CREST:

(a)  the nominal amount of CULS in respect of which Conversion Rights are being exercised;

(b)  the Participant ID of the CULS Holder: 0RA22;

(c)  the Member Account ID of the CULS Holder;

(d)  the Registrar's participant ID: 3RA4;

(e)  the Registrar's member account ID: FCGSC;

(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: GB00BNH7RK38 and

(h)  the intended settlement date: 31 July 2015.

The USE instruction should be input to settle by no later than 11 a.m. on 31 July 2015 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 sent in certificated form where CULS are held in certificated form, and un-certificated form where CULS are held in un-certificated 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 31 July 2015.

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, not later than 14 days after and with effect from the Conversion Date.

Interest is due on the CULS issued by the Company for the six months to 31 July 2015.  The payment will be made on 31 July 2015 to CULS holders on the register on 10 July 2015 (whether or not such holders choose to exercise their Conversion Rights).  The ex-dividend date is 9 July 2015.

Ordinary Shares allotted on conversion shall be credited as fully paid.  Such Ordinary Shares will not rank for any dividends or other distributions declared, paid or made on the Ordinary Shares by reference to a record date before the Conversion Date, but, subject thereto, will rank in full for all dividends and other distributions declared, paid or made on the Ordinary Shares by reference to a record date on or after the Conversion Date and will rank pari passu in all other respects, and form one class, with the Ordinary Shares in issue on the Conversion Date.   

The exercise of Conversion Rights by any CULS Holder whose registered address is in an Excluded Jurisdiction (as defined in the terms and conditions of the CULS) or who is a citizen or national of, or resident in, an Excluded Jurisdiction (including without limitation any US Person), and the right of such CULS Holder to receive the Ordinary Shares falling to be issued following the exercise of their Conversion Right, will be subject to such requirements, conditions, restrictions, limitations or prohibitions as the Company may from time to time at any time impose, in its absolute discretion, for the purpose of complying with any applicable securities law of the relevant jurisdiction, which, in the case of the United States, shall include the United States Securities Act 1933 as amended (the "Securities Act"), the United States Investment Company Act of 1940, as amended, and any rules or regulations promulgated under such Acts.        

This notice is given in accordance with the terms and conditions of the CULS.  It should not be construed as a recommendation to CULS Holders to exercise their conversion rights or otherwise and nor does it constitute any form of financial advice. 

In accordance with normal practice The Law Debenture Trust Corporation p.l.c. as trustee for holders of the CULS expresses no opinion as to the merits of exercising the right to convert CULS referred to in this notice.  The Law Debenture Trust Corporation p.l.c. has however, authorised it to be stated that it has given its consent to the issue of this notice and has no objection to the information contained herein being presented to CULS Holders for their consideration.

Enquiries

If you have any queries regarding the above procedures, these should be referred to the Company's Registrar, Computershare Investor Services PLC, on tel. [phone] (from within the UK) or on [phone] (from outside the UK). This helpline is available between 9.00am and 5.30pm (UK time) Monday to Friday (except UK public holidays). Calls to the 0870 889 4088 number will be charged at 10p per minute from a BT landline.  Calls from outside the UK will be charged at international rates.  Other telephony provider costs may vary.  Please note that calls may be monitored or recorded.

For and on behalf of F&C Global Smaller Companies PLC

17 June 2015

Schedule

The market prices of Ordinary Shares and CULS (as derived from the London Stock Exchange's Daily Official List) and Net Asset Value ("NAV") of the Ordinary Shares (derived from F&C) are as follows:

	Ordinary Share Price (p)	CULS 2019 Price (p)	NAV (Diluted including income) per Ordinary share  (p)
1 February 2015	918.00	110	909.64
1 March 2015	953.00	113	945.61
1 April 2015	995.00	113	981.54
1 May 2015	977.00	113	971.05
1 June 2015	1008.00	114	1003.89
16 June 2015	1000.00	114	990.04

 

END

 

 

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