REG - Shaftesbury Capital - Notice to Bondholders

Shaftesbury CapitalAnnouncement

18/09/2023 16:15

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RNS Number : 8129M  Shaftesbury Capital PLC  18 September 2023

Shaftesbury Capital PLC GBP 275,000,000 2.00 per cent.

Secured Exchangeable Bonds due 2026

exchangeable into ordinary shares of Shaftesbury Capital PLC

(ISIN: XS2262952679) (the "Bonds")

Notice to Bondholders, the Trustee and

the Principal Paying, Transfer and Exchange Agent

Shaftesbury Capital PLC (the "Issuer") recently declared an interim dividend
of GBP 0.015 per Shaftesbury Capital Share (a "Cash Dividend"), which was paid
to holders of Shaftesbury Capital Shares on 18 September 2023.

On 8 August 2023, the Issuer duly notified Bondholders that payment of such
Cash Dividend would result in the occurrence of a Capital Distribution in
accordance with the definition thereof in the terms and conditions of the
Bonds (the "Conditions"), given the Cash Dividend in respect of a Unit of
Equity Shares amounts to GBP 700.09515 and is therefore above the Reference
Amount of GBP 695.265 in respect of the Relevant Period.

Furthermore, on 8 August 2023 the Issuer also notified Bondholders of its
decision not to issue a Purchase Election Notice and as a result, the amount
of such Capital Distribution will be included as part of the Exchange Property
pursuant to Condition 8(b)(iii).

Consequently, and in accordance with the notice to Bondholders dated 8 August
2023 and Condition 8(c), the Issuer hereby notifies Bondholders, the Trustee
and the Principal Paying, Transfer and Exchange Agent of the following changes
to the Exchange Property pursuant to Conditions 8(b)(iii)(B) and 8(e),
effective 18 September 2023:

·      GBP 13,282.9125 has been added to the Exchange Property, and from
such date the Exchange Property shall therefore comprise 128,350,778.1496
Shaftesbury Capital Shares (rounded to 4 decimal places solely for the
purposes of this notice) and GBP 13,282.9125 of cash; and

 

·      the Exchange Property per Bond to which the holder of GBP 100,000
principal amount of Bonds would be entitled upon exercise of the Exchange
Right in respect of such Bond is 46,673.0139 Shaftesbury Capital Shares and
GBP 4.8302 of cash (both numbers rounded to 4 decimal places solely for the
purposes of this notice).

 

Furthermore, GBP 13,282.92 will be credited to the Security pursuant to
Condition 2(b).

 

Capitalised terms not otherwise defined in this notice shall have the meanings
given to them in the Conditions. Certain figures are rounded to 4 decimal
places solely for the purposes of this notice.

The content of this Notice has not been formulated or negotiated by the
Trustee and nothing in this Notice should be construed as a recommendation to
Bondholders from the Trustee on any matter.  Bondholders should take their
own independent legal and financial advice on the impact or consequences of
the matters set out in this Notice. The Trustee is not responsible for the
accuracy, completeness, validity or correctness of the statements made and
documents referred to in this Notice or any omissions from this Notice.

18 September 2023

Enquiries:

Shaftesbury Capital PLC

Situl Jobanputra - Chief Financial Officer

Graham Keer - Group Treasurer

Ruth Pavey - Company Secretary

Telephone: +44 20 3214 9150

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