Source - RNS
RNS Number : 8365J
Shaftesbury PLC
14 September 2016
 

Stock Redemption Notice

Shaftesbury PLC announces that on 13 September 2016, it sent the following Stock Redemption Notice to holders of its 8.5 per cent. First Mortgage Debenture Stock due 2024.

THIS NOTICE IS IMPORTANT AND REQUIRES THE IMMEDIATE ATTENTION OF STOCKHOLDERS. IF ANY STOCKHOLDERS ARE IN ANY DOUBT AS TO THE ACTIONS THEY SHOULD TAKE, THEY SHOULD CONSULT THEIR OWN INDEPENDENT PROFESSIONAL ADVISERS AUTHORISED UNDER APPLICABLE LAWS IMMEDIATELY.

SHAFTESBURY PLC

8.5 per cent. First Mortgage Debenture Stock due 2024 (the "Stock")

Early Redemption of the Stock

ISIN: GB0007991150

Common Code: 000799115

From: Shaftesbury PLC ("Shaftesbury")

13 September 2016

Reference is made to the principal trust deed dated 4 March 1994 (as amended and supplemented from time to time, including by the Fifth Supplemental Trust Deed dated 7 September 2016, the "Trust Deed") agreed between, inter alios, Shaftesbury and Prudential Trustee Company Limited as trustee, governing the Stock.

References in this Notice to the Conditions (or to any particular numbered Condition) shall be to the conditions of the Stock set out in the First Schedule of the Trust Deed.  Capitalised terms used in this Notice and not otherwise defined herein shall have the meanings set out in the Trust Deed or the Conditions (as amended by the Fifth Supplemental Trust Deed).

This Notice constitutes a Stock Redemption Notice as defined in Condition 2(h) of the Stock.

NOTICE IS HEREBY GIVEN that, pursuant to the early redemption option granted to Shaftesbury by Condition 2(h) of the Stock, Shaftesbury will (subject to the conditions set out herein) redeem the entire aggregate principal amount of the Stock outstanding on the later to occur of (i) 7 October 2016 (being the expected Stock Redemption Date) or (ii) such other date as Shaftesbury may notify to the Trustee in writing and announce through the Regulatory News Service of the London Stock Exchange ("RNS"), being a date not later than 31 December 2016 (the "Stock Redemption Date"), such redemption to be effected by delivery on the Stock Redemption Date of:

(a)       in the case of Eligible Stock, First Mortgage Bonds to each relevant Eligible Stockholder in a principal amount equal to the Stock Redemption Amount payable for such Stock;

(b)       in the case of Non-Eligible Stock, the Cash Alternative, being an amount in pound sterling equal to the Stock Redemption Amount payable for such Stock; and

(c)        in the case of all Stock, interest accrued to (but excluding) the Stock Redemption Date.

Shaftesbury and Shaftesbury Carnaby (to be renamed Shaftesbury Carnaby PLC and re-registered as a public limited company) (the "Bond Issuer") have engaged Lloyds Bank plc and IDCM Limited ("IDCM") to act as exclusive joint lead managers and joint active bookrunners (each, a "Joint Lead Manager" and together, the "Joint Lead Managers") in connection with the proposed issuance of First Mortgage Bonds to be issued by the Bond Issuer and guaranteed by Shaftesbury.

For the purposes of this Stock Redemption Notice:

"Bond Issuer" means Shaftesbury Carnaby Limited (to be renamed Shaftesbury Carnaby PLC and re-registered as a public limited company), a wholly owned subsidiary of Shaftesbury;

"Certificate of Eligibility" means a certificate in the form appended to this Stock Redemption Notice;

"Confirmation of Issue" means a certificate signed by a director of the Bond Issuer stating that the First Mortgage Bonds have been issued and have substantially the characteristics set out in Annex 1 to the notice of meeting of Stockholders dated 15 August 2016 (the "eligible characteristics") or, to the extent that the characteristics of such new first mortgage bonds differ substantially from the eligible characteristics, that such differences are no less favourable to holders of the First Mortgage Bonds than the eligible characteristics;

"Eligible Stock" means Stock in respect of which IDCM has received a Certificate of Eligibility not later than the Eligibility Deadline;

"Eligible Stockholder" means a holder of Eligible Stock the Stock Redemption Price for which is not less than £100,000;

"Eligibility Deadline" means 5:00 pm London time on the day falling ten (10) London business days after the date of delivery of this Notice, such date being 28 September 2016, or such later date as Shaftesbury may notify to the Trustee in writing and announce through RNS;

"Election" has the meaning set out in paragraph 2 of the form of Certificate of Eligibility annexed hereto;

"Exchange Ratio" means the Stock Redemption Price divided by the New Issue Price;

"First Mortgage Bonds" means Guaranteed Secured First Mortgage Bonds due 2028 or 2031 to be issued by the Bond Issuer and guaranteed by Shaftesbury in respect of which a Confirmation of Issue will have been delivered to the Trustee;

"New Issue Price" means 100.000 per cent.;

"New Issue Spread" means a market-based spread to be determined on the Pricing Date on the basis of a book-build process;

"New Issue Yield" means the mid-market yield on the Pricing Date of the 6.000% UK Treasury Gilt due December 2028 or the 4.750% UK Treasury Gilt due December 2030, as applicable, plus the New Issue Spread, which shall be used as the basis to determine the fixed rate coupon of the First Mortgage Bonds;

"Non-Eligible Stock" means Stock which is not Eligible Stock;

"Pricing Date" means the date on which the Stock Redemption Price, the Stock Redemption Amount and the coupon for the First Mortgage Bonds are set and notified to the Stock Trustee and the Stockholders by Shaftesbury in the manner set out in this Stock Redemption Notice;

"Stock Redemption Amount" means an amount of First Mortgage Bonds calculated by applying the Exchange Ratio to the principal amount of Stock held by Eligible Stockholders as at the Stock Redemption Date (rounded to (i) in the case of delivery of First Mortgage Bonds, the nearest £1 with 50 pence to be rounded upward and (ii) in the case of delivery of the Cash Alternative, the nearest penny with half a penny being rounded upward); and

"Stock Redemption Price" means the redemption price of the Stock expressed as a percentage, as will be notified to Stockholders by Shaftesbury in the manner set out in this Stock Redemption Notice, to be determined on the Pricing Date based on the Stock Redemption Yield and the Stock Redemption Date.

Each Stockholder is hereby invited to review the form of the Certificate of Eligibility and:

1.         if it is able to certify its eligibility on the terms set out therein; and

2.         wishes to elect to receive First Mortgage Bonds (either irrevocably, or subject to later confirmation as described in this Stock Redemption Notice),

to return a completed and signed Certificate of Eligibility to IDCM at the e-mail address for returns stated at the top of the form of Certificate of Eligibility prior to the Eligibility Deadline.

A Stockholder who wishes to receive the Cash Alternative or who determines that they are not able to certify their eligibility need not take any action unless they hold their Stock in certificated form, in which case they should note the requirement to surrender their Stock certificate to the Registrar at the address given at the end of this Stock Redemption Notice in order to receive the Cash Alternative.

The redemption of Stock pursuant to this Stock Redemption Notice is conditional upon:

(a)       on or before the Pricing Date, IDCM (on behalf of Shaftesbury) having received Certificates of Eligibility accompanied by valid unconditional Elections requesting First Mortgage Bonds in respect of Eligible Stock in an aggregate nominal amount of not less than £45,786,111, being 75 per cent. of £61,048,148, which is the aggregate outstanding nominal amount of the Stock (the "Redemption Threshold"). If the total aggregate nominal amount of Eligible Stock in respect of which IDCM has received Certificates of Eligibility accompanied by valid unconditional Elections is less than the Redemption Threshold, Shaftesbury reserves the right, at its sole discretion, to revoke this Stock Redemption Notice, in which case no Stock will be redeemed and the issue of the First Mortgage Bonds will not take place, or to waive this condition and proceed with the redemption and issue of the First Mortgage Bonds. Absent this Stock Redemption Notice being so revoked it shall continue to have effect (as it may be amended or supplemented); and

(b)       on or before the Stock Redemption Date, Shaftesbury having delivered the Confirmation of Issue to the Trustee.

Process and Next Steps

The Bond Issuer will prepare a preliminary prospectus in respect of the First Mortgage Bonds.   Such preliminary prospectus will be confidential and subject to change. The preliminary prospectus will be delivered to each Eligible Stockholder who delivers a completed Certificate of Eligibility prior to the Pricing Date and the final prospectus will be delivered to each such Eligible Stockholder prior to the Stock Redemption Date, in each case in electronic form to the e-mail address provided in the relevant Certificate of Eligibility.

The Pricing Date will be determined by Shaftesbury in consultation with the Joint Lead Managers subject to market conditions.

On the Pricing Date, Shaftesbury shall publish a notice (the "Pricing Notice") via the RNS setting out:

(a)       the coupon on the First Mortgage Bonds;

(b)       the New Issue Yield;

(c)        the New Issue Spread;

(d)       the Stock Redemption Price;

(e)       the aggregate Stock Redemption Amount; and

(f)        the Stock Redemption Date.

Shaftesbury will also send the Pricing Notice to the e-mail address for notice provided by each Eligible Stockholder in its Certificate of Eligibility (at Eligible Stockholders' risk as to non-receipt).

The form of Certificate of Eligibility provides for each Stockholder who returns a Certificate of Eligibility to elect to receive First Mortgage Bonds and/or the Cash Alternative in satisfaction for the Stock Redemption Price of the Eligible Stock identified therein.  Such Election may be irrevocable or subject to confirmation (at the option of the Stockholder).  Any Stockholder whose Election is subject to confirmation will be required to confirm the Election to the Joint Lead Managers in a manner and by a time on the Pricing Date which is to the satisfaction of the Joint Lead Managers and prior to pricing of the First Mortgage Bonds.

Note that, to the extent that IDCM receives Elections which are subject to confirmation, the Eligible Stock to which such Elections relate will only be included in determining whether the Redemption Threshold has been met if and when the confirmation of Election referred to above has been received.

The Stock is issued in registered form and currently represented by either physical certificates or by dematerialised interests held through nominees in CREST. Shaftesbury will recognise as absolute owner the holders of any Stock whose names and addresses appear in the Register kept by Equiniti Limited as registrar for the Stock the ("Registrar") on the Record Date. The Record Date for redemption will be the Friday immediately prior to the Stock Redemption Date.  

All interest on the Stock shall cease to accrue from (and including) the Stock Redemption Date.

No person is authorised to give any information or to make any representation except as contained in this Stock Redemption Notice and such information or representation must not be relied upon as having been authorised by or on behalf of Shaftesbury. The delivery of this Stock Redemption Notice at any time does not imply that the information in it is correct as at any time subsequent to its date.

Enquiries about the steps that Stockholders should take with respect to this Stock Redemption Notice (and any notice to be given to Shaftesbury pursuant to the Certificate of Eligibility) should be directed to Shaftesbury or the Registrar as set out below:

Shaftesbury

Penny Thomas, Company Secretary

Tel: +44 20 7333 8118

Equiniti Limited

Corporate Actions Team

Tel: 0371 384 2050 / +44 121 415 0259

 

Enquiries about the First Mortgage Bonds or the process for confirming Elections should be directed to IDCM as set out below:

IDCM

Stuart Bell, Executive Director

Tel: +44 203 542 3921

 

This Stock Redemption Notice is issued for and on behalf of Shaftesbury PLC on 13 September 2016. Stock in certificated form called for redemption must be surrendered to the Registrar at the applicable address specified below for cancellation in order to receive the Stock Redemption Amount and interest.

Registrar

Equiniti Limited

Corporate Actions

Aspect House

Spencer Road

Lancing

BN99 6DA

United Kingdom

 

IN ACCORDANCE WITH NORMAL PRACTICE, IT IS RECOMMENDED THAT INVESTORS SEEK THEIR OWN LEGAL, FINANCIAL OR OTHER ADVICE AS TO THE IMPACT OF THE EARLY REDEMPTION.

The Trustee has not verified, and accepts no responsibility for, the accuracy or completeness of any of the information or factual statements contained in this Stock Redemption Notice or any other documents referred to in this Stock Redemption Notice or for any failure by Shaftesbury to disclose facts or events that may affect the significance or accuracy of such information or the terms of the redemption of the Stock referred to herein.

 


Appendix

 

Certificate of Eligibility

Shaftesbury PLC ("Shaftesbury")

Equiniti Limited ("Registrar")

c/o IDCM Limited

FAO: Elise Huttenga

26 Dover Street

London W1S 4LY

United Kingdom

and/or

by e-mail to: [email protected]

Re: Early redemption of the 8.5 per cent. First Mortgage Debenture Stock due 2024 (the "Stock")

We refer to the Stock Redemption Notice dated 13 September 2016 received by us from Shaftesbury pursuant to Condition 2(h) of the Stock (the "Stock Redemption Notice") and to the principal trust deed dated 4 March 1994 (as amended and supplemented from time to time, including by the Fifth Supplemental Trust Deed dated 7 September 2016, the "Trust Deed") agreed between, inter alios, Shaftesbury and Prudential Trustee Company Limited as trustee, governing the Stock.

Capitalised terms used but not defined herein shall have the meanings given to them in the Stock Redemption Notice, the Trust Deed or the Conditions, as the case may be.

This certificate is furnished in connection with the redemption on the Stock Redemption Date of the Stock by Shaftesbury pursuant to Conditions 2(h), (i) and (j) of the Stock and the issuance of the First Mortgage Bonds by Shaftesbury Carnaby (to be renamed Shaftesbury Carnaby PLC and re-registered as a public limited company) (the "Bond Issuer"), and this certificate constitutes a Certificate of Eligibility as defined in Condition 2 of the Stock.

1.         Certification

We hereby certify that:

(a)        we are [and each of our customers having an interest in the Stock to which this Certificate relates has confirmed to us that it is][1] and will, until the Stock Redemption Date, remain the beneficial owner of Stock having an aggregate nominal amount of £______________ (the "Eligible Stock");

(b)       we are [and each of our customers having an interest in the Stock to which this Certificate relates has confirmed to us that it is][2] not a U.S. person (as defined in Rule 902 of Regulation S under the United States Securities Act of 1933, as amended), and we [and it ][3]are not acting for the account or benefit of any U.S. person, and that we are [and each of such customers has confirmed to us that it is][4] not located or resident in the United States;

(c)        if a person in the United Kingdom, we are [and each of our customers having an interest in the Stock to which this Certificate relates has confirmed to us that it is][5] a person falling within the definition of investment professionals (as defined in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "Financial Promotion Order")) or any other persons to whom it may otherwise lawfully be made under the Financial Promotion Order;

(d)       we are [and each of our customers having an interest in the Stock to which this Certificate relates has confirmed to us that it is][6] not a person to whom it is unlawful to:

(i)         send the prospectus (in preliminary or final form) relating to the First Mortgage Bonds;

(ii)        offer the First Mortgage Bonds under applicable laws; or

(iii)       issue the First Mortgage Bonds.

(e)       we are not [and each of our customers having an interest in the Stock to which this Certificate relates has confirmed to us that it is not][7]:

(i)         resident domiciled or physically located in a country or territory whose government is the subject of sanctions administered and enforced by the Office of Foreign Assets Control of the U.S. Department of the Treasury ("OFAC"), the U.S. Department of State, the United Nations Security Council, the European Union, Her Majesty's Treasury or any other relevant sanctions authority; or

(ii)        a person designated on the Specially Designated Nationals and Blocked Persons List maintained by OFAC any entity owned 50 per cent. or more by such person; or

(iii)       a person, entity or body appearing on any other international sanctions list.

2.         Election for First Mortgage Bonds and/or Cash Alternative

(a)       We hereby:

(i)         instruct Shaftesbury that we elect to receive, and consent to the delivery of, First Mortgage Bonds in exchange (by way of satisfaction of the Stock Redemption Price) for [the entire]/[£________________ only of the] nominal amount of Eligible Stock held by us in accordance with the Conditions[8]; and/or

(ii)        instruct Shaftesbury that we elect to receive the Cash Alternative by way of satisfaction of the Stock Redemption Price for [£_______________] of the nominal amount of Eligible Stock held by us in accordance with the Conditions[9],

(together the "Election)"; and

(iii)       consent to Shaftesbury's instruction to the Registrar not to record any transfer of our Eligible Stock in the Register from the date of receipt of this Certificate of Eligibility until the cancellation of such Stock on the Stock Redemption Date specified in the Pricing Notice,

If you have elected for the Cash Alternative in respect of all or any of the Eligible Stock to which this certificate relates, such election is irrevocable.

If you have elected for First Mortgage Bonds above, pick one of the following alternatives by ticking the alternative which you wish to choose.

(i)         Our election for First Mortgage Bonds above is irrevocable.

[     ]

(ii)        Our election for First Mortgage Bonds above is subject to confirmation by us to the Joint Lead Managers in a manner and by a time on the Pricing Date which is to the satisfaction of the Joint Lead Managers and prior to pricing of the First Mortgage Bonds.

[     ]

3.         Account Details

For the purposes of delivery of the First Mortgage Bonds to be issued to us in exchange for the principal amount of the Eligible Stock referred to above, we hereby authorise and instruct you to credit the First Mortgage Bonds to our account number ____________ with [Clearstream Banking S.A.][Euroclear Bank S.A./N.V.].[10]

4.         Undertakings and acknowledgments

We hereby:

(a)       undertake that, unless the Stock Redemption Notice is revoked by the Issuer, from the date hereof [neither][11] we [nor the customers on whose behalf we hold the Eligible Stock][12] will dispose of legal or beneficial title to the Eligible Stock to which this Certificate relates;

(b)       undertake that we will notify you promptly in writing in accordance with the Stock Redemption Notice if, at any time prior to the Stock Redemption Date, any of the certifications set out in paragraphs 1(b) to (e) above is no longer correct or will not be correct on the Stock Redemption Date.  In the absence of any such notification, the certifications set out in paragraphs 1(b) to (e) shall be deemed  repeated as at the Pricing Date and the Stock Redemption Date;

(c)        acknowledge that the Election is irrevocable, subject only to the confirmation condition, if applicable, and will be applied on the Stock Redemption Date;

(d)       acknowledge that this certificate is required, inter alia, in connection with certain securities laws in the United States of America. If administrative or legal proceedings are commenced or threatened in connection with which this certification is or would be relevant, we irrevocably authorise you to produce this certificate or a copy thereof to any interested party in such proceedings; and

(e)       acknowledge that we [and the customers on whose behalf we hold the Eligible Stock][13] have not received any legal, financial, tax or any other advice from Shaftesbury, the Bond Issuer, the Registrar, the Joint Lead Managers or the Trustee with respect to the Election and any decision taken by us [and each of them][14] in relation thereto has been on the basis of such advice (if any) from our own professional advisers as we have deemed appropriate.

5.         Contact details

(a)       Our contact e-mail address for all matters relating to the Stock Redemption Notice including the Pricing Notice, is:

E-mail address: _________________

(b)       Our dealing desk / fund manager contact information for delivery of the preliminary prospectus, final prospectus and all matters relating to the new issue pricing and final confirmation of Election as per paragraph 2 of this Certificate of Eligibility is:

Name:                           _________________

Tel:                               _________________

E-mail address:            _________________

 

(c)        We acknowledge and accept that:

(i)         any information relating to the Stock Redemption Notice, any Election or this Certificate of Eligibility will only be communicated to an Eligible Stockholder who has provided an e-mail address in a valid Certificate of Eligibility; 

(ii)        the Trustee will not be responsible for communicating information contained in any Pricing Notice to any person;

(iii)       Shaftesbury accepts no liability to any person arising by virtue of the failure of any Eligible Stockholder to provide a valid e-mail address or for any failure of delivery of any information or document properly sent to any such e-mail address; and

(iv)       e-mail communication may not be wholly secure.

 

Very truly yours,

NAME OF CERTIFYING ENTITY:_______________________________________________

By:                                           )

Title:                                        )

Date:                                        )



[1]               Delete as applicable

[2]               Delete as applicable

[3]               Delete as applicable

[4]               Delete as applicable

[5]               Delete as applicable

[6]               Delete as applicable

[7]               Delete as applicable

[8]               Delete and/or complete as applicable

[9]               Delete and/or complete as applicable.  NB the amounts in 2(a) and (b) must total the amount of Stock to which this certificate relates.

[10]             Delete as applicable. Only complete if requesting First Mortgage Bonds.

[11]             Delete as applicable.

[12]             Delete as applicable.

[13]             Delete as applicable.

[14]             Delete as applicable.


This information is provided by RNS
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