REG - abrdn Asia Focus plc - CULS Conversion Notice

Abrdn Asia FocusAnnouncement

24/04/2024 17:15

For best results when printing this announcement, please click on link below:
http://newsfile.refinitiv.com/getnewsfile/v1/story?guid=urn:newsml:reuters.com:20240424:nRSX9193La&default-theme=true

RNS Number : 9193L  abrdn Asia Focus plc  24 April 2024

abrdn Asia Focus plc (the "Company")

Legal Entity Identifier (LEI): 5493000FBZP1J92OQY70

 

2.25 per cent. Convertible Unsecured Loan Stock 2025

24 April 2024

 

Reminder to CULS Holders of Conversion Rights

The Company reminds holders ("CULS Holders") of 2.25 per cent. convertible
unsecured loan stock 2025 ("CULS") constituted by the Trust Deed dated 24 May
2018 ("Trust Deed") that they have the right to convert ("Conversion Right")
the whole or such part (being an integral multiple of £1 nominal) of their
CULS as they may specify into fully paid Ordinary shares of 5p each in the
capital of the Company ("Ordinary Shares") at any time during the period of 28
days ending on 31 May 2024(the "Conversion Date") in accordance with the terms
of issue of the CULS which were set out in the prospectus of the Company dated
20 April 2018.

This announcement is issued by way of a reminder only and is not to be read as
a recommendation to CULS Holders to exercise their Conversion Rights.  You
are not obliged to exercise your right to convert and if you do not convert on
this occasion you will have further opportunities to do so in May and November
each year up to 31 May 2025. Notices will be issued via RNS reminding CULS
Holders who do not exercise their Conversion Rights in full on this occasion
of their rights to convert at subsequent opportunities.

Basis of Conversion

CULS Holders are reminded that on 4 February 2022 the sub-division of each
fully paid ordinary share in the capital of the Company of 25 pence into 5
Ordinary Shares of 5p each, approved by shareholders on 27 January 2022 became
effective and, in accordance with the terms of the Trust Deed, the conversion
price of the CULS was automatically and pro rata adjusted from 1,465p to 293p.

The number of Ordinary Shares to be issued by the Company on the exercise of a
Conversion Right shall be determined by dividing the nominal amount of the
CULS to be converted by the adjusted conversion price of 293 pence.
Fractions of Ordinary Shares will not be issued on exercise of Conversion
Rights, and no payment of cash or other adjustment will be made in lieu
thereof.

Considerations for CULS Holders

Whether or not CULS Holders decide to convert their CULS will depend, among
other things, on their own individual circumstances including their tax
positions.  The following factor may be of relevance for CULS Holders
considering whether to convert their CULS:

 

Market value: The market value of the Ordinary Shares into which the CULS
would convert is currently below the market value of the CULS. By way of
example, £100 nominal of CULS had a mid-market value of £95.30 as at 23
April 2024. £100 nominal of CULS would convert into 34 Ordinary Shares, which
would have had a mid-market value of approximately £91.12 on the same date.
This represents £4.18 less than the mid-market value of the CULS.

 

Note: The above analysis is based on the information set out in the Schedule
and does not take into account any tax which might be payable on CULS Holders'
capital returns.

 

CULS held in certificated form

Holders of CULS in certificated form should refer to the instructions on their
CULS certificate(s).  In order to exercise the Conversion Rights which are
conferred by any CULS held in certificated form, the CULS Holder must lodge
the relevant CULS certificate(s) at the office of the Company's Registrars,
Equiniti Limited, Corporate Actions, Aspect House, Spencer Road, Lancing, West
Sussex BN99 6DA during the period of 28 days ending on 31 May 2024 at 5.00pm,
having completed and signed the notice of exercise of Conversion Rights
thereon. Once lodged, a notice of exercise of Conversion Rights shall be
irrevocable, save with the consent of the Company.

CULS held in uncertificated form

CREST members should refer to the CREST Manual for information on the CREST
procedures and authentication required to effect conversion. The Conversion
Rights which are conferred by any CULS held in uncertificated form shall be
exercisable if an uncertificated conversion notice is received during the
period of 28 days ending on 31 May 2024.  The prescribed form of
uncertificated conversion notice is a Transfer To Equity ("TTE") instruction
which, on settlement will have the effect of crediting a stock account of the
Registrar in accordance with the details specified below.  The TTE
instruction must be properly authenticated in accordance with Euroclear's
specifications and must contain the following details in addition to any other
information required:

(a)  the nominal amount of CULS in respect of which Conversion Rights are
being exercised;

(b)  the participant ID of the CULS Holder;

(c)  the member account ID of the CULS Holder;

(d)  the Registrar's participant ID:     this is: 6RA18;

(e)  the Registrar's member account ID:        this is: RA504907;

(f)   the corporate action number, which will be allocated by Euroclear and
can be found by viewing the relevant corporate action details in CREST;

(g)  the corporate action ISIN:          this is: GB00BFZ0WT29; and

(h)  the intended settlement date:     this will be 31 May 2024.

The TTE instruction should be input to settle by no later than 1.00pm on 31
May 2024 in order to receive Ordinary Shares arising from conversion within 14
days thereafter. Once lodged, an uncertificated conversion notice shall be
irrevocable, save with the consent of the Company.

Issue of Ordinary shares

Ordinary Shares arising on conversion will be sent in certificated form where
CULS is held in certificated form, and uncertificated form where CULS is held
in uncertificated form.

Ordinary Shares allotted pursuant to the exercise of Conversion Rights will be
allotted not later than 14 days after, and with effect from, the Conversion
Date.

Certificates for Ordinary Shares, and certificates for the balance of any CULS
not converted, will be despatched to holder(s) in accordance with their
instructions not later than 28 days after the Conversion Date.

The Registrar will instruct Euroclear to credit the Participant ID and Member
ID Account as specified in validly received uncertificated conversion notices
with the number of Ordinary Shares arising on conversion, and the balance of
any CULS not converted, by no later than the date upon which dealings in the
Ordinary Shares are due to commence, which will be within 14 days from the
Conversion Date.

Interest on CULS converted will be payable up to (but excluding) 31 May 2024
and will cease to accrue thereafter.

Enquiries

If you have any queries regarding the above procedures, these should be
referred to the Company's Registrar, Equiniti Limited, on telephone number:
+44 (0) 371 384 2050 (from within the UK).  This helpline is available
between 8.30am and 5.30pm (UK time) Monday to Friday (except public holidays
in England and Wales).  Calls from outside the UK will be charged at
international rates.  Please note that calls may be monitored or recorded.

 

For and on behalf of abrdn Asia Focus plc

24 April 2024

 

Schedule 1:

Market Prices of CULS and Ordinary Shares (derived from Bloomberg) and NAV of
the Ordinary Shares:

 

 2024              Ordinary          2.25% CULS Price (p)  NAV

                   Share Price (p)                         (diluted where applicable and including income) (p)
 23 April 2024     268               95.3                  317.10
 28 March 2024     264.5             95.25                 323.61
 29 February 2024  259               95.4                  310.90
 31 January 2024   258               95.5                  303.62
 29 December 2023  266               95.75                 316.36
 30 November 2023  255               95.75                 304.19
 31 October 2023   243.5             95.25                 294.08

 

This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact
rns@lseg.com (mailto:rns@lseg.com)
 or visit
www.rns.com (http://www.rns.com/)
.

RNS may use your IP address to confirm compliance with the terms and conditions, to analyse how you engage with the information contained in this communication, and to share such analysis on an anonymised basis with others as part of our commercial services. For further information about how RNS and the London Stock Exchange use the personal data you provide us, please see our
Privacy Policy (https://www.lseg.com/privacy-and-cookie-policy)
.   END  MSCQKQBKABKDQQB