Procedure for Conversion

RNS Number : 7416A

Electra Private Equity PLC

07 February 2011

 



Electra Private Equity PLC

7 February 2011

ELECTRA PRIVATE EQUITY PLC

5% SUBORDINATED CONVERTIBLE BONDS DUE 2017

PROCEDURE FOR CONVERSION

£100 million 5 per cent. Subordinated Convertible Bonds due 2017 (the "Bonds") were issued on 29 December 2010.

Conversion Period

Holders of the Bonds may convert their Bonds at any time during the Conversion Period, meaning the period from and including the date hereof up to and including the date falling seven London business days prior to 29 December 2017.

This announcement seeks to give guidance to Bondholders who wish to convert their Bonds into Ordinary Shares in accordance with the Terms and Conditions of the Bonds as set out in Part 6 of the Prospectus published on 30 November 2010.

Bonds held in Certificated Form

If a Bondholder holds Bonds in certificated form and wishes to convert all or part of its holding of Bonds it must complete the Conversion Notice on the reverse of its Bond Certificate in accordance with the instructions printed therein and forward the relevant Bond Certificate to Equiniti Limited, Corporate Actions, Aspect House, Spencer Road, Lancing, West Sussex BN99 6DA.

A Conversion Notice, once given, may not be withdrawn without the consent of the Company. If the Bond Certificate is defaced, lost or destroyed, it must be replaced by application to Equiniti Limited at the above address subject to such terms (if any) as to evidence and indemnity as the Directors of the Company may require and, in the case of defacement, the surrender of the defaced Bond Certificate.

The Conversion Date will be deemed to be the London business day following the date of delivery of the duly completed Conversion Notice and relevant Bond Certificate.

Bonds held in Uncertificated Form

If a Bondholder holds Bonds in uncertificated form and wishes to convert all or part of its holding of Bonds it must send a properly authenticated uncertificated conversion notice (the "Uncertificated Conversion Notice") to the escrow account of Equiniti Limited in the form and manner prescribed below.

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 Conversion Agent, Equiniti Limited, under the participant ID and Member ID specified below, with the number of Bonds to be converted.

The USE instruction must be properly authenticated in accordance with Euroclear UK & Ireland Limited ("Euroclear") specifications and must contain, in addition to the other information that is required for settlement in CREST, the following details:

IMPORTANT: USE instructions will only be treated as validly received if supported by an e-mail which must be sent to [e-mail] on the same day and contain the details of the USE instruction.

Total number of Bonds to be converted;

Participant ID of the Bondholder;

Member account of the Bondholder;

Participant ID of Equiniti. This is 2RA10

Member Account of Equiniti. This is BNDCNV01;

The Corporate Action number, which is allocated by Euroclear, and can be found by viewing the relevant corporate action in CREST;

The Convertible Bond ISIN: this is GB00B5B0NW64;

Intended settlement date;

Standard delivery priority of 80.

For Bonds held in uncertificated form, if a Bondholder exercises its Conversion Right, the Ordinary Shares arising from conversion will be credited by Equiniti Limited to the appropriate stock account (being the account specified in the Bondholder's Uncertificated Conversion Notice) no later than 10 London business days from the Conversion Date.

Capitalised terms used in this announcement and not otherwise defined shall have the meaning given to them in the Prospectus published on 30 November 2010.

For further information:

Equiniti Limited

Shareholder helpline

Tel: [phone] or if calling from outside the UK, [phone]

The helpline is open from 8.30 a.m. to 5.30 p.m. (London time) Monday to Friday (except UK public holidays). Calls to 0871 384 2050 cost 8 pence per minute from a BT landline. Other network providers' costs may vary.

 

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