Global Ports Regulatory News (GPH)

17 May 2005 16:59

GPG (UK) Holdings PLC17 May 2005 CLN REDEMPTION TIMETABLE GPG (UK) Holdings plc PROPOSED TIMETABLE 2005 FOR CONVERSION/REDEMPTION OF 8% SUBORDINATED CONVERTIBLE LOAN NOTES ("LOAN NOTES") Date on which exchange rate set for redemptions Thur 30 June 2005 Election Date for conversion of Loan Notes Thur 30 June 2005 Return date for Election Notices 3.00 pm Thur 30 June 2005 Return date for notifying bank account details 5.00 pm Thur 30 June 2005 Allotment and issue of new Parent Shares (see note 2) arising 5.00 pm Tue 5 July 2005as an automatic consequence of Conversion Payment in respect of redemption and fractional entitlements Wed 6 July 2005(if any) despatched to Noteholders Update of UK CREST accounts (UK time) 5.00 am Wed 6 July 2005 Dealings commence in new Parent Shares (LSE and NZX) Wed 6 July 2005 Post out certificates (new Parent Shares and residual Loan Wed 6 July 2005Notes) (UK) Post out holding statements and allotment certificates (CDIs Wed 6 July 2005representing new Parent Shares) (Australia) Dealings commence in CDIs representing new Parent Shares (ASX) Thur 7 July 2005 Despatch of FASTER statements notifying NZ Noteholders of the Mon 11 July 2005change in holdings following conversion and allotment Note: Times are UK unless otherwise stated 1. Events take place in London, Australia and New Zealand on the same date unless otherwise indicated. 2. References to "Parent Shares" are to ordinary shares in Guinness Peat Group plc following issue on Conversion and pursuant to the Step-Up rights in the Articles of Association of GPG (UK) Holdings plc. 3. Noteholders who wish to receive their Redemption Amount in other than the currency of the Register where their Notes are held will be given the opportunity to elect instead to receive Aus$, NZ$ or pounds Sterling as appropriate. 4. Loan Notes will automatically be redeemed as to 10 pence per Loan Note on 30 June 2005 in respect of Noteholders who do not return a valid Conversion Election form by 3.00 pm on 30 June 2005. 5. Ranking of Parent Shares: The new Parent Shares allotted and issued as an automatic consequence of Conversion are fully paid and rank pari passu in all respects with other issued Parent Shares, except that they do not rank for any dividends or other distributions declared or paid or made either in respect of financial periods or parts of financial periods that have ended on or prior to the Conversion Date, being 30 June 2005. In practice this means that the new Parent Shares do not have a right to receive any dividend that relates to the period ending on 30 June 2005 should one be declared. After the payment of any such dividend, or if there is no dividend declared for that period, they will then rank equally with the other fully paid Parent Shares. It should be noted that no decision has been made or will be made in respect of the declaration of any interim dividend until GPG makes public its interim results in the usual way at the end of August. 6. Treatment by the three Exchanges on which the Parent Shares are listed: There is a slight difference to the way that the LSE, the Australian Stock Exchange ("ASX") and the New Zealand Stock Exchange ("NZX") will treat the new Parent Shares. \* The LSE has indicated that it will show the new Parent Shares as aseparate line of stock and has provided them with an ISIN number GB00B01BJ823.New Parent Shares will continue to operate as a separate class until GPGconfirms it is unlikely that any dividends or distributions are likely to bedeclared in respect of a period ending on or prior to 30 June 2005. Application will be made to the UK Listing Authority and the LondonStock Exchange in relation to the Listing of up to 13,860,888 new Parent Shares. \* The ASX has advised that it will show the CDIs representing the newParent Shares as a separate line of CDIs which will rank pari passu in allrespects with other issued CDIs representing Parent Shares, except that the newCDIs will not rank for any dividends or other distributions declared or paid ormade in respect of financial periods or parts of financial periods that haveended on or prior to 30 June 2005. They also advise that the likely ASX codefor the new CDIs will be GPGN. The new CDIs will merge with the main quoted lineof CDIs either after the ex-entitlement date for any dividend for a period endedon or prior to 30 June 2005, or when GPG announces that no such dividend will bedeclared. \* The NZX has advised that it will quote the new Parent Shares as aseparate class of securities. The new Parent Shares will operate under thedescription of "new ordinary shares" with a security code of GPGNF. The newParent Shares will continue to operate as a separate class until GPG confirms itis unlikely that any dividends or distributions are likely to be declared inrespect of a period prior to and including 30 June 2005. Terms used in this announcement but not defined in it bear the same meaningsgiven to them in the Trust Deed constituting the Loan Notes dated 18 April 2000(as amended). Richard RussellCompany Secretary 17 May 2005 This information is provided by RNS The company news service from the London Stock Exchange