Mandatory conversion of CBs

19 Apr 2007 08:20

REI Agro Limited19 April 2007 April 17, 2007 London Stock Exchange London. Dear Sir, Sub : Corporate Announcement-Mandatory Conversion of Convertible Bonds issued by Company This is to inform that the Executive Committee of Board of Directors of theCompany at its meeting held on this date discussed and decided to exercise themandatory conversion option for the outstanding Foreign Currency ConvertibleBonds (FCCBs) which were issued by the company in terms of Offering Circulardated 30th June 2005. The Company had issued 3220 Bonds of US $ 10,000 each videits above referred Offering Circular, out of which 904 Bonds of US$ of 10,000each are outstanding as on date and are subject to mandatory conversion. A copyof the notice proposed to be served to the concerned Bondholders is enclosedhere for your record and reference. Kindly take note of the above. Thanking you. Yours faithfully, For REI Agro Ltd. Sd/- Sandip Jhunjhunwala Managing Director MANDATORY CONVERSION NOTICE US$ 28,000,000 (With option of additional US$ 4,200,000 principal amount of Bonds) 1.5 % CONVERTIBLE BONDS DUE 2010 (ISIN: XS0223920421) ISSUED BY REI AGRO LIMITED (Incorporated with limited liability under the laws of the Republic of India) THIS NOTICE is addressed to the holders +-------------+------------+------------+(the "Bondholders") of all of the |Date1 | Closing | Closing |above-mentioned bonds (the "Bonds") | | Price(INR) |Price(US$)2 |issued by REI Agro Ltd.(the "Issuer") +-------------+------------+------------+pursuant to the terms and conditions of |April 9, 2007| 195.50 | 4.67 |the Offering Circular dated 30 June +-------------+------------+------------+2005 (the "Offering Circular"). |April 10, | 192.65 | 4.60 | |2007 | | |Capitalised terms used in this notice +-------------+------------+------------+have the same meanings ascribed thereto |April 11, | 193.30 | 4.61 |in the Offering Circular unless the |2007 | | |context otherwise requires. +-------------+------------+------------+ |April 12, | 205.30 | 4.90 |1. Mandatory Conversion Notice |2007 | | | +-------------+------------+------------+During the 15 consecutive trading days |April 13, | 204.15 | 4.87 |period, March 23,2007 to April 16, 2007 |2007 | | |the Closing Price translated into US$ +-------------+------------+------------+is higher than 140% of the Accreted |April 16, | 207.95 | 4.96 |Conversion Price translated into US$ |2007 | | |thereby triggering Mandatory Conversion +-------------+------------+------------+("First Mandatory Conversion 1 March 24, 25, 27, 31 and April 1, 6, 7,Option").Bondholders are hereby 8, 14, 15 were non trading days. 2 Rate ofnotified that the Issuer shall exercise Exchange on the last trading day, Rs.the option to require mandatory 41.90 = US $ 1.00conversion of one-third of the initialprincipal amount of the Bonds. The 5. Accreted Conversion Price*Issuer had issued 3220 Bonds of US$10000 each(including additional 420 The Accreted Conversion Price as per theBonds) and the total number Bonds terms and conditions of the Offeringoutstanding on the date of this notice Circular is given hereinafter.is 904 amounting to US$ 9.04 Million.Accordingly, all such 904 outstanding 6. Manner of ConversionBonds of US$ 10000 each are subject tomandatory conversion. Bondholders shall be required to deposit the Bonds to the Paying and Conversion2. Conversion Price : Agent in compliance with the Deposit Conditions within 60 calendar days of thisThe conversion price as per the terms notice. If Bondholders do not deposit theand conditions of the Offering Circular Bonds within such time, then the Issueris Rs.120.75. has the right to instruct in writing the Paying and Conversion Agent to convert the3. Rate of Exchange Bonds into Shares to be registered in the name of a custodian selected by the IssuerAs per the Offering Circular, the fixed for such purpose. Thereafter, the Issuerrate of exchange is Rs.43.48 =US$ 1.00. shall arrange for the sale of such Shares as per the terms of Offering Circular via4. Closing Price : National Stock Exchange or Bombay Stock Exchange and the net proceeds of sale,The closing prices (converted into US$2 after deduction of the custodian's) of Equity Shares of the Issuer traded expenses and any stamp duties or otherat the Bombay Stock Exchange Limited taxes, shall be paid directly to theduring the last 15 trading days are as relevant Bondholders and such Bondholderunder :- (s) shall be bound by such sales.+-------------+----------+------------+|Date1 | Closing | Closing | 7. Final Date :| | Price |Price (US$)2|| | (INR) | | The Bondholders shall deposit the Bonds to+-------------+----------+------------+ the Paying and Conversion Agent i.e. The|March 23, | 190.00 | 4.53 | Bank of New York, London Branch, 48th|2007 | | | Floor, One Canada Square, London, E14 5AL,+-------------+----------+------------+ England, within 60 days of this notice.|March 26, | 189.55 | 4.52 ||2007 | | | 8. General+-------------+----------+------------+|March 28, | 194.70 | 4.65 | This notice is given by the Issuer whose|2007 | | | registered office is at "Everest House",+-------------+----------+------------+ 15th Floor, 46C Chowringee Road, Kolkata -|March 29, | 193.35 | 4.61 | 700 071 in accordance with the terms and|2007 | | | conditions of the Offering Circular. The+-------------+----------+------------+ purpose of this notice is to exercise the|March 30, | 195.55 | 4.67 | mandatory conversion right of the Issuer.|2007 | | |+-------------+----------+------------+ For further information regarding the|April 2, 2007| 192.05 | 4.58 | information set out in this notice,+-------------+----------+------------+ Bondholders should contact the Registrar|April 3, 2007| 193.90 | 4.63 | to the Issue namely, The Bank of New York,+-------------+----------+------------+ New York Branch, 101 Barclay Street, 21st|April 4, 2007| 196.20 | 4.68 | Floor, New York, NY 10286 USA or REI Agro+-------------+----------+------------+ Ltd., 58A/1 Sainik Farm, New Delhi-110|April 5, 2007| 193.25 | 4.61 | 062.+-------------+----------+------------+ *Calculation of Accreted Conversion Price (ACP) ACP= Conversion Price per share X (1+ (rxd/p)) + A1 Conversion Price = Rs. 120.75, r =5.0766 %, d=648 (number of days from theclosing date ,i.e. 7th July 2005 to 16th April, 2007), p = 360, AI= 0.0805(Accrued and unpaid interest from the immediately preceding Interest Paymentdate , i.e. 31st March 2007.) Therefore, ACP= Rs. 131.86 equivalent to US$ 3.03and 140% of ACP=Rs.184.61 equivalent to US$ 4.24 (Conversion exchange rate, Rs.43.48= US$ 1.00). For REI Agro Limited Date : 17th April 2007 Sd/- Place: New Delhi Sandip Jhunjhunwala Managing Director This information is provided by RNS The company news service from the London Stock Exchange