28 May 2021 07:00
28 May 2021
AFH Financial Group plc
("AFH" or the "Company")
(AIM: AFHP)
£15,000,000 4 per cent. Convertible Unsecured Loan Stock 2024 (the "CULS")
Notice to CULS holders
Reminder to CULS Holders of Quarterly Conversion Rights
As part of the normal quarterly conversion window, the Company reminds holders of the CULS (the "CULS Holders") of their right to convert the whole or such part (being an integral multiple of £5,000 nominal) of his or her CULS as he or she may specify into fully paid Ordinary Shares of the Company (the "Quarterly Conversion Rights") at any time during the period of 28 days ending 30 June 2021 provided that the documents or notifications required are received by the Company's registrars by 1.00 p.m. on 30 June 2021.
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 Quarterly 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 in March, June, September and December each year up to 30 June 2024. Notices will be issued via a regulatory information service reminding CULS Holders of their Quarterly Conversion Rights.
Holders of CULS are reminded of the conversion proposal made to them in the Company's letter dated 8 February 2021 in connection with the offer for the Company by Cortina Bidco Limited ("CULS Proposals") and the right to convert CULS into Ordinary Shares set out therein ("Conversion Proposal"). When considering their Quarterly Conversion Rights the subject of this announcement, CULS Holders are referred to the Company's announcement of 25 May 2021 in which it notes that, on the basis of the proposed Scheme Record Time of 16 June 2021, the conversion price applicable to the Conversion Proposal would be 380 pence per Conversion Share. Copies of the of the CULS Proposals (which contains an Election Form in respect of CULS held in certificated form), the Company's announcment of 25 May 2021, and the Independent Directors' recommendation in relation to the CULS Proposals can be found at: https://www.afhwm.co.uk/investor-relations/offer/. Capitalised terms referred to in this paragraph not otherwise defined have the meanings given to them in the CULS Proposals and the Company's scheme document, both dated 9 February 2021.
The Quarterly Conversion Rights which are the subject of this announcement are not the same as those set out in the CULS Proposals.
The number of Ordinary Shares to be issued by the Company on exercise of a Quarterly Conversion Right would be determined using a conversion price of 420 pence per Ordinary Share. The CULS Proposals would provide a conversion price of 380 pence per Ordinary Share (based on the proposed Scheme Record Time of 16 June 2021).
In order to accept the Conversion Proposal made under the CULS Proposals (and obtain the lower conversion price of 380 pence per Conversion Share (assuming a Scheme Record Time of 16 June 2021)), holders of CULs should refer to the Company's announcement dated 25 May 2021 and the written notification sent to them on that date and disregard the information in this announcement connected to the exercise of Quarterly Conversion Rights.
Exercise of Quarterly Conversion Rights
CULS Holders wishing to exercise their Quarterly Conversion Rights in certificated form shall do so by completing the Conversion Notice on the reverse of the CULS certificate and returning this to Corporate Actions Team, Equiniti Limited, Aspect House, Spencer Road, Lancing, West Sussex, BN99 6DA or CULS Holders wishing to exercise their Conversion Rights in uncertificated form should arrange a TTE instruction in the CREST system (CREST Participant ID 2RA46; Member RA345006). CREST members and CREST sponsors (on behalf of CREST sponsored members) should note that Euroclear UK & Ireland Limited does not make special procedures in CREST for any particular corporate action. Normal system timings and limitations will therefore apply in relation to input of a TTE instruction and its settlement. It is the responsibility of the CREST CULS Holders concerned to take (or, if the CREST CULS Holder is a CREST sponsored member, procure that his CREST sponsor takes) the action necessary to ensure that a valid acceptance is received by 1.00 p.m. on 30 June 2021. CREST CULS Holders and (where applicable) CREST sponsors are referred in particular to those sections of the CREST manual concerning practical limitations of the CREST system and timings.
Settlement
Settlement of Ordinary Shares to be issued by the Company on the valid exercise of a Quarterly Conversion Right will be made no later than 14 July 2021 by (i) in the case of a CREST CULS Holder, the credit of Ordinary Shares to the relevant CREST stock account or (ii) in the case of a certificated CULS Holder, the despatch by first class post to the registered address of the CULS Holder of a definitive ordinary share certificate (at the risk of the CULS Holder concerned).
All terms capitalised in this announcement but not otherwise defined have the same meaning as given to them in the Admission Particulars dated 12 July 2019 which is available on the Company's website at https://www.afhwm.co.uk/investor-relations/publications/.
For further information please contact:
AFH Financial Group PLC 01527 577 775
Alan Hudson, Chief Executive Officer
Paul Wright, Chief Financial Officer
Shore Capital (Nominated Adviser and Broker) 020 7408 4090
Hugh Morgan / Daniel Bush / Sarah Mather
Yellow Jersey PR Limited (Financial PR) 0776 932 5254
Joe Burgess / Georgia Colkin / Annabel Atkins