ACE.L Regulatory News (ACE)

8 Jan 2008 12:06

Accident Exchange Group PLC08 January 2008 FOR IMMEDIATE RELEASE 8 January 2008 Accident Exchange Group Plc (the "Company" or the "Group") ISSUE OF £50.0 MILLION 5.50% CONVERTIBLE NOTES DUE 2013 ("Convertible Notes") Following the Extraordinary General Meeting held on 31 December 2007, at which all resolutions required to issue the Convertible Notes in physically settled form were approved, the Company has today issued £50.0 million 5.50% Convertible Notes due 2013 in denominations of £50,000. Morgan Stanley & Co. International plc has acted as lead manager for the offering of the ConvertiblesNotes. The net proceeds to the Company, after estimated expenses of approximately £4.0 million, will be approximately £46.0 million and will be usedto repay £5.0 million of the Company's existing secured debt, to provide additional working capital facilities and to fund the projected growth of the Group. The Group also retains its existing secured and committed working capital facilities of £40.0 million. The Convertible Notes constitute senior, unsubordinated, direct, unconditionaland unsecured obligations of the Company, carry a cash payable coupon of 5.50%payable semi-annually in arrears and have an initial conversion price of £1.0773per Ordinary Share (which represents a 20% premium above the reference price of£0.8977 which was set at the time of announcing the intention to issue theConvertible Notes). Holders of the Convertible Notes may convert the ConvertibleNotes into Ordinary Shares at the then prevailing conversion price at any timefrom 18 February 2008 until the date falling 14 days prior to 8 January 2013. The conversion price is subject to adjustment in certain circumstances including(i) adjustments to reflect any dividends paid by the Company (including an adjustment to reflect the interim dividend due to be announced separately today)and (ii) if and to the extent that the average volume weighted average price of the Ordinary Shares over the 15 dealing days prior to 9 January 2009 is less than £0.8977 (subject to previous conversion price adjustments), provided that in this circumstance the conversion price shall not be reduced below £0.7541. To the extent the Convertible Notes have not previously been converted, purchased and cancelled or redeemed, the Company will redeem the Convertible Notes on 8 January 2013 in cash at their accreted principal amount on such date reflecting an overall yield to maturity of 9.75% (whereby for every £50,000 principal amount then still outstanding £63,286 will be payable in cash). The Group will be accounting for an interest charge of 9.75% per annum (compounded semi-annually). However, as mentioned above, the Convertible Notes carry a cash payable coupon of 5.50% payable semi-annually on 8 July and 8 January commencing on 8 July 2008. Application has been made for the Convertible Notes to be admitted to the Official List maintained by the UKLA and be admitted to trading on the Professional Securities Market of the London Stock Exchange. Admission of the Convertible Notes to listing and trading is expected to happen today. It is expected that dealings in the Convertible Notes will commence on 9 January 2008. Further details of the terms and conditions of the Convertible Notes are contained within the Offering Circular prepared in connection with the listing of the Convertible Notes, which has been approved by the UKLA and which is available for download from the Company's web site www.accidentexchange.com. Ends CONTACTS: Accident Exchange Group PlcSteve Evans, Chief Executive 08700-116 719Martin Andrews, Group Finance Director 08700-053 649 Morgan StanleyJoel Hope-Bell 020-7425-8698Antoine de Guillenchmidt 020-7677-9726 Numis Securities Ltd 020-7260-1000Chris Wilkinson, Corporate Broking BanksideSteve Liebmann or Simon Bloomfield 020-7367-8888 About Accident Exchange Based in Coleshill, West Midlands, Accident Exchange delivers accident management and other solutions to automotive and insurance related sectors. Fully listed, the stock code is LSE: ACE. For further information on Accident Exchange, please visit the company's website: www.accidentexchange.com. This information is provided by RNS The company news service from the London Stock Exchange