HSTN.L Regulatory News (HSTN)

NOT FOR DISTRIBUTION IN OR INTO OR TO ANY PERSON LOCATED OR RESIDENT IN THE UNITED STATES, ITS TERRITORIES AND POSSESSIONS OR IN ANY OTHER JURISDICTION WHERE SUCH DISTRIBUTION WOULD BE PROHIBITED BY APPLICABLE LAW

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION

29 June 2017

Hansteen Holdings PLC

Results of Invitation to Holders to Offer to Sell and/or Convert Outstanding €100 million Hansteen (Jersey) Securities Limited 4% Guaranteed Convertible Bonds

Further to its announcement on 26 June 2017, Hansteen Holdings PLC (the "Offeror") announces that it has concluded its invitation to holders of the outstanding €100m Hansteen (Jersey) Securities Limited 4% Guaranteed Convertible Bonds due 2018 (the "Bonds") to offer to sell and/or convert the Bonds (the "Invitations"). The Bonds were issued by Hansteen (Jersey) Securities Limited (the "Issuer"), a wholly-owned subsidiary of the Offeror, on 3 July 2013 and are guaranteed by the Offeror. With the Invitations, the Offeror sought to adjust its financing structure following the completion of the sale of the German and Dutch portfolios, announced on 19 June 2017.

Following expiration of the Invitations at 3.00 p.m. (London time) on 29 June 2017, the Offeror has (i) received €15.9m in aggregate principal amount of Bonds validly offered for sale pursuant to the Invitations, (ii) received €84.1m in aggregate principal amount of Bonds validly offered for conversion pursuant to the Invitations and (iii) accepted for sale and conversion all such validly offered Bonds in accordance with the terms and conditions set out in the invitation term sheet dated 26 June 2017.

Of the aggregate principal amount of €100m of the Bonds currently outstanding, 100 per cent were accepted by the Offeror for sale and/or conversion pursuant to the Invitations. Following settlement of the Invitations, no Bonds will remain outstanding.

Tender Invitation

The cash amount payable per €100,000 principal amount of the Bonds offered and accepted for sale is €140,039.50. This is the sum of a purchase price of €138,150.00 plus an accrued interest payment of €1,889.50 per €100,000 principal amount of the Bonds.

Conversion Invitation

Bondholders converting Bonds pursuant to the Invitations will receive ordinary shares of the Offeror ("Ordinary Shares") in accordance with the terms and conditions of the Bonds and a total cash payment of €5,931.28 per €100,000 principal amount of the Bonds. This cash payment is the sum of an incentive payment of €4,041.78 plus an accrued interest payment of €1,889.50 per €100,000 principal amount of the Bonds.

Settlement of the aggregate cash amount of €27,254,486.98 payable pursuant to the Invitations is expected to occur on 5 July 2017 (the "Settlement Date"). Delivery of the 80,165,610 Ordinary Shares pursuant to the Invitations is expected to occur in accordance with the terms and conditions of the Bonds on or before 10 July 2017.

Jefferies International Limited is acting as sole Dealer Manager in relation to the Invitations.

Inside information

This press release relates to the disclosure of information that qualified, or may have qualified, as inside information within the meaning of Article 7(1) of the EU Market Abuse Regulation.

Any enquiries relating the Invitations should be directed to:

Any enquires relating to the Offeror regarding this announcement should be directed to:

IMPORTANT NOTICE

The distribution of this PRESS RELEASE in certain jurisdictions may be restricted by law. Persons into whose possession this PRESS RELEASE comes are required by each of the Offeror, Hansteen (Jersey) Securities Limited (the "Issuer"), the Dealer Manager and the BANK OF NEW YORK MELLON (THE "Agent") to inform themselves about, and to observe, any such restrictions. THIS PRESS RELEASE DOES NOT CONSTITUTE AN OFFER TO SELL OR BUY OR A SOLICITATION OF AN OFFER TO SELL OR BUY THE BONDS OR ANY OTHER SECURITIES.

THIS PRESS RELEASE IS DIRECTED EXCLUSIVELY TO MARKET PROFESSIONALS AND INSTITUTIONAL INVESTORS AND IS FOR INFORMATION PURPOSES ONLY AND IS NOT TO BE RELIED UPON IN SUBSTITUTION FOR THE EXERCISE OF INDEPENDENT JUDGEMENT. IT IS NOT INTENDED AS INVESTMENT ADVICE AND UNDER NO CIRCUMSTANCES IS IT TO BE USED OR CONSIDERED AS AN OFFER TO BUY ANY BOND NOR IS IT A RECOMMENDATION TO BUY OR SELL ANY BOND.

NONE OF THE DEALER MANAGER, THE AGENT NOR ANY OF THEIR RESPECTIVE AFFILIATES ACCEPT ANY LIABILITY ARISING FROM THE USE OF, OR MAKES ANY REPRESENTATION AS TO THE ACCURACY OR COMPLETENESS OF, THIS PRESS RELEASE OR THE OFFEROR'S OR ISSUER'S PUBLICLY AVAILABLE INFORMATION.

THE DEALER MANAGER AND THE AGENT ARE ACTING ON BEHALF OF THE OFFEROR AND NO ONE ELSE IN CONNECTION WITH THE INVITATIONS AND WILL NOT BE RESPONSIBLE TO ANY OTHER PERSON FOR PROVIDING THE PROTECTIONS AFFORDED TO CLIENTS OF THE DEALER MANAGER OR THE AGENT, OR FOR PROVIDING ADVICE IN RELATION TO THE INVITATIONS. NEITHER THE DEALER MANAGER NOR THE AGENT OWES ANY DUTY TO ANY HOLDER OF THE BONDS.