REG - abrdn Asia Focus plc - Reminder to CULS Holders: Final Conversion Rights

Abrdn Asia FocusAnnouncement

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RNS Number : 9397G  abrdn Asia Focus plc  01 May 2025

abrdn Asia Focus plc (the "Company")

Legal Entity Identifier (LEI): 5493000FBZP1J92OQY70

1 May 2025

 

2.25 per cent. Convertible Unsecured Loan Stock 2025

 

Reminder to CULS Holders of Final 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 2025 (the "Final 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.  CULS
Holders are not obliged to exercise their right to convert.  However, If CULS
Holders are in any doubt as to the action to be taken, they should immediately
consult their professional adviser. The upcoming conversion period is the last
period during which the CULS Holders will be entitled to convert their CULS
into Ordinary Shares and there will therefore be no further opportunities to
exercise the Conversion Rights. The CULS will be redeemed at par plus accrued
interest on the Final Conversion Date unless CULS Holders have exercised their
Conversion Right. Depending on the Company's share price, CULS Holders may
receive more if the CULS are redeemed. Please refer to the expected timetable
below.

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
1,465 pence to 293 pence.

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 £100.25 as at 29
April 2025. £100 nominal of CULS would convert into 34 Ordinary Shares, which
would have had a mid-market value of approximately £96.90 on the same date.
This represents £3.35 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 2025 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 2025,  In practice, as 31 May 2025 is a
Saturday, CREST members will be required to have submitted their Transfer To
Equity ("TTE") instruction by 1.00pm on Friday 30 May 2025. The prescribed
form of uncertificated conversion notice is a 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: RA504909;

(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 30 May 2025.

The TTE instruction should be input to settle by no later than 1.00pm on
Friday 30 May 2025 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, 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 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 Final Conversion Date.

Interest on CULS converted will be payable up to (but excluding) 31 May 2025
and will cease to accrue thereafter.  Ordinary Shares allotted on conversion
will rank pari passu with existing Ordinary Shares in relation to
distributions declared, paid, or made by reference to record dates after 31
May 2025.

Trustee's Right of Conversion

In accordance with the terms and conditions on which the CULS were issued (as
set out in the Trust Deed), The Law Debenture Trust Corporation p.l.c. (the
"Trustee") may, at its absolute discretion and without any responsibility for
any loss occasioned thereby, at any time during the period of 10 days before
the Final Conversion Date, exercise all Conversion Rights not exercised by
CULS Holders on or before the Final Conversion Date at the nominal amount of
the CULS required for conversion into one Ordinary Share applicable on the
Final Conversion Date (being 293 pence, as noted above) and sell for the
benefit of the CULS Holders entitled thereto the Ordinary Shares allotted on
such conversion, provided that the Trustee shall not exercise such Conversion
Rights unless an Independent Financial Adviser (acting as an expert and not an
arbitrator) shall have stated in writing that in its opinion the exercise of
such Conversion Rights and prompt sale by the Trustee would be in the
interests of the CULS Holders concerned as a body. Notwithstanding this
discretion, CULS Holders should note that the Trust Deed provides that the
Trustee shall not exercise such Conversion Rights in respect of any CULS where
a CULS Holder has directly requested redemption thereof.  CULS Holders who so
determine that redemption is required in any event should therefore notify the
Trustee as soon as possible (and in any event, prior to 20(th) May 2025) if
they do not wish for the Trustee to exercise Conversion Rights on their
behalf. CULS Holders should be aware that failure to notify the Trustee before
20(th) May 2025 may result in the Trustee exercising its discretion to
exercise Conversion Rights.  Notifications should be sent by email to:
legal.notices@lawdeb.com (mailto:legal.notices@lawdeb.com) with the reference
abrdn Asia Focus CULS - TC 202379.

CULS Holders who wish to convert their CULS should immediately consult with
their professional adviser and should not rely on the Trustee exercising such
discretion as described above.

Cancellation of listing of CULS

An application will be made to the Financial Conduct Authority for the
cancellation of the listing of the CULS with effect from 8.00 a.m. on 2 June
2025.

Expected timetable

 Event                                                                           Time / Date
 Final date for CULS Holders to convert their CULS into Ordinary Shares (where   1.00 p.m. on 30 May 2025
 CULS are held in uncertificated form)
 Final date for CULS Holders to convert their CULS into Ordinary Shares (where   5.00 p.m. on 31 May 2025
 CULS are held in certificated form)
 Final Conversion Date                                                           31 May 2025
 CULS redeemed at par plus accrued interest (unless CULS Holders have exercised  31 May 2025
 their Conversion Rights)
 Interest on converted CULS payable                                              up to (but excluding) 31 May 2025
 Cancellation of listing and admission to trading of CULS                        8.00 a.m. on 2 June 2025
 CREST accounts credited in respect of CULS held in uncertificated form          6 June 2025
 Cheques issued in respect of CULS held in certificated form                     6 June 2025
 CREST accounts credited with Ordinary Shares for conversion requests            6 June 2025
 Certificates for Ordinary Shares issued for conversion requests                 6 June 2025

 

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

1 May 2025

 

Schedule 1:

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

 

 2024/2025         Ordinary          2.25% CULS Price (p)  NAV

                   Share Price (p)                         (diluted where applicable and including income) (p)
 29 April 2025     285               100.25                324.78
 31 March 2025     289               100.25                335.07
 28 February 2025  288               100.25                340.64
 31 January 2025   298               100.25                345.57
 31 December 2025  293               98.75                 358.75
 29 November 2024  283               98.2                  342.89
 31 October 2024   281               97.5                  341.41

 

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