5 May 2016 12:08
Notice of Adjustment to Bond Conversion Price
5 May 2016
NOTICE TO HOLDERS OF:
Hansteen (Jersey) Securities Limited
€100,000,000 4.0 per cent. Guaranteed Convertible Bonds due 2018
Guaranteed by, and convertible into ordinary shares in, Hansteen Holdings PLC
We refer to the €100,000,000 4.0 per cent. Guaranteed Convertible Bonds due 2018 (the "Bonds") of Hansteen (Jersey) Securities Limited (the "Issuer"), guaranteed by, and convertible into ordinary shares in, Hansteen Holdings PLC ("Hansteen"). Unless otherwise defined in this notice, all terms used herein have the meanings given them in the terms and conditions of the Bonds.
Adjustment Event
On 15 March 2016, Hansteen announced that on 19 May 2016 it would pay a second interim dividend of 3.15 pence per Ordinary Share for the year ended 31 December 2015 to the Shareholders listed on Hansteen's register of members on the record date of 22 April 2016 (the "Final Dividend"). Taken together with the interim cash dividend of 2.10 pence per Ordinary Share, announced on 27 August 2015 (the "Interim Dividend"), this amounts to a total cash dividend of 5.25 pence per Ordinary Share.
Adjustment of Conversion Price
The Bonds are convertible into such number of Ordinary Shares as results from dividing the principal amount of the Bonds to be converted by the Conversion Price in effect on the relevant Conversion Date (rounded down to the nearest whole number of Ordinary Shares).
Pursuant to Condition 6 of the Bonds, an adjustment is required to be made to the Conversion Price upon the occurrence of certain corporate events set out in Condition 6(b). As a result of the announcement of the Final Dividend by Hansteen, an adjustment to the Conversion Price is required to be made to reflect the Final Dividend in accordance with the formula set out in Condition 6 (b)(iii)(B) of the Bonds. In accordance with the provisions of Condition 6(b), this adjustment also takes account of the Interim Dividend, which at the time it was announced did not give rise to an adjustment due to the adjustment amount being determined to be below the threshold set out in Condition 6(b)(iii)(B).
Prior to this adjustment, the Conversion Price was £0.9334.
Notice is hereby given that from and including 22 April 2016, being the Effective Date in respect of the Final Dividend, the Conversion Price will be adjusted to £0.9135. All other Terms and Conditions of the Bonds remain unchanged.
Conversion Agent
BNY Mellon Corporate Trustee Services Limited
One Canada Square
London E14 5AL
Effective Date of Conversion Price Adjustment
The adjustment to the Conversion Price became effective on 22 April 2016.
This notice does not constitute an offer of securities of Hansteen Holdings PLC or any other person.
This notice is given by:
HANSTEEN HOLDINGS PLC
First Floor
Pegasus House
37-43 Sackville Street
London W1S 3DL