REG - Shaftesbury Capital - Notice to Bondholders

Shaftesbury CapitalAnnouncement

30/05/2025 10:00

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RNS Number : 7815K  Shaftesbury Capital PLC  30 May 2025

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 a final dividend of
GBP 0.018 per Shaftesbury Capital Share (a "Cash Dividend"), which was paid to
holders of Shaftesbury Capital Shares on 30 May 2025.

On 28 February 2025, 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 831.33018 and is therefore above the Reference
Amount of GBP 695.265 in respect of the Relevant Period.

Furthermore, on 28 February 2025 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 28
February 2025 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 30 May 2025:

·     GBP 374,179.2450 has been added to the Exchange Property, and from
such date the Exchange Property shall therefore comprise 127,008,786.5254
Shaftesbury Capital Shares and

GBP 805,015.7913 of cash (all rounded to 4 decimal places solely for the
purposes of this notice); 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 46,185.0133 Shaftesbury Capital Shares and
GBP 292.7330 of cash (both numbers rounded to 4 decimal places solely for the
purposes of this notice).

 

Furthermore, GBP 374,179.25 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.

30 May 2025

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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