15 Aug 2016 16:59
Solicitation of Consents Relating to the
8.5% First Mortgage Debenture Stock due 2024
Following the announcement on 4 August 2016, the Company announces the commencement on 15 August 2016 of a consent solicitation (the "Solicitation") relating to the 8.5% First Mortgage Debenture Stock due 2024 (the "Stock") as described in a circular and notice of meeting (the "Circular and Notice") which has been sent to Stockholders.
The Company has convened a meeting of Stockholders (the "Meeting") to approve the amendment of the terms and conditions of the Stock (the "Proposal") to include new conditions providing the Company with the ability to redeem the Stock in full prior to its final maturity date by either (i) exchanging the Stock for newly created longer-dated first mortgage bonds ("First Mortgage Bonds") (in the case of Stockholders who elect to do so and confirm their eligibility to invest in the First Mortgage Bonds ("Eligible Stockholders")) or (ii) for cash (in the case of other Stockholders) together in each case with accrued but unpaid interest. The Proposal requires an Extraordinary Resolution of Stockholders (approval of at least 75% of the Stock by nominal value of those voting). Stockholders should be aware that any redemption of the Stock and issue of First Mortgage Bonds is also subject to pricing and market conditions at the time and the Company reserves the right to determine whether or not to redeem the Stock and issue the First Mortgage Bonds.
The Meeting will be held at 11.00 am (London time) on 7 September 2016 at the offices of Hogan Lovells International LLP, Atlantic House, 50 Holborn Viaduct, London EC1A 2FG, United Kingdom. Full details on how Stockholders can vote and attend at the Meeting are set out in the Circular and Notice.
Further details about the Solicitation and the First Mortgage Bonds are contained in the Circular and Notice.
IDCM Limited is acting as Solicitation Agent. Equiniti Limited is acting as Registrar. Any questions or requests for assistance may be directed to the Solicitation Agent at its address/telephone number set out below. Requests for copies of the Circular and Notice should be directed to the Company at shaftesbury@shaftesbury.co.uk.
This announcement must be read in conjunction with the Circular and Notice, which contains important information and should be read carefully before any decision is made with respect to the Solicitation. If any Stockholder is in doubt as to the action it should take, it is recommended to seek its own financial advice, including as to any tax consequences, from its stockbroker, bank manager, solicitor, accountant, independent financial adviser authorised under the Financial Services and Markets Act 2000 (if in the United Kingdom) or other appropriately authorised financial adviser. Any individual or company whose Stock are held on its behalf by a broker, dealer, bank, custodian, trust company or other nominee should contact such entity if it wishes to participate in the Solicitation.
The Solicitation is not being made in any jurisdiction where the conduct of the Solicitation would violate applicable law. This announcement does not constitute a recommendation regarding the Solicitation.
Enquiries:
Shaftesbury PLC
0207 333 8118
Brian Bickell, Chief Executive
Chris Ward, Finance Director
IDCM Limited
0203 542 3921
Stuart Bell, Executive Director
15 August 2016
THIS ANNOUNCEMENT DOES NOT CONSTITUTE AN OFFER TO BUY OR THE SOLICITATION OF AN OFFER TO SELL THE STOCK OR FIRST MORTGAGE BONDS DESCRIBED HEREIN.
NOT FOR PUBLICATION OR DISTRIBUTION IN THE UNITED STATES, CANADA, JAPAN OR AUSTRALIA.
THIS ANNOUNCEMENT MAY NOT BE DISTRIBUTED, TAKEN OR TRANSMITTED IN OR INTO THE UNITED STATES, ITS TERRITORIES OR POSSESSIONS OR TO U.S. PERSONS, OR IN OR INTO ANY OTHER JURISDICTION IN WHICH TO DO SO WOULD BE UNLAWFUL AND ANY FORWARDING, DISTRIBUTION OR REPRODUCTION OF THIS ANNOUNCEMENT IN WHOLE OR IN PART IS UNAUTHORISED. FAILURE TO COMPLY WITH THIS NOTICE MAY RESULT IN A VIOLATION OF THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT") OR THE APPLICABLE LAWS OF OTHER JURISDICTIONS.
THIS ANNOUNCEMENT IS ONLY DIRECTED AT (I) PERSONS WHO ARE OUTSIDE THE UNITED KINGDOM OR (II) THOSE PERSONS WHO ARE EXISTING MEMBERS OR CREDITORS OF THE COMPANY OR OTHER PERSONS WITHIN ARTICLE 43 OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005 (THE "ORDER") OR (III) INVESTMENT PROFESSIONALS FALLING WITHIN ARTICLE 19(5) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005 (THE "ORDER") OR (IV) HIGH NET WORTH COMPANIES, AND OTHER PERSONS TO WHOM IT MAY LAWFULLY BE COMMUNICATED, FALLING WITHIN ARTICLE 49(2)(A) TO (D) OF THE ORDER (ALL SUCH PERSONS IN (I), (II), (III) AND (IV) ABOVE TOGETHER BEING REFERRED TO AS "RELEVANT PERSONS") AND MUST NOT BE ACTED ON OR RELIED UPON BY PERSONS OTHER THAN RELEVANT PERSONS. FOR ANY PERSON VIEWING THIS ANNOUNCEMENT WHO IS NOT A RELEVANT PERSON, THIS ANNOUNCEMENT IS PUBLISHED FOR INFORMATION PURPOSES ONLY.