TIDMFCS
RNS Number : 7900I
F&C Global Smaller Companies PLC
21 June 2017
F&C GLOBAL SMALLER COMPANIES PLC (the "Company")
Legal Entity Identifier: 2138008RRULYQP8VP386
3.5 per cent. Convertible Unsecured Loan Stock 2019
21 June 2017
Reminder to CULS Holders of Conversion Rights
The Company reminds holders ("CULS Holders") of 3.5 per cent.
Convertible Unsecured Loan Stock 2019 ("CULS") constituted by the
Trust Deed dated 30 July 2014 that they have the right to convert
("Conversion Rights") the whole or such part (being an integral
multiple of GBP1 nominal) of their CULS as they may specify into
fully paid ordinary shares of 25p each in the capital of the
Company ("Ordinary Shares") at any time during the period of
twenty-eight days ending on 31 July 2017 (the "Conversion Date") in
accordance with the terms of issue of the CULS which were set out
in the prospectus of the Company dated 27 June 2014.
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 on the same terms in January and
July each year up to July 2019. 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
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 conversion price
of 977.6970 pence. Fractions of Ordinary Shares will not be issued
on the 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 position. Attention is also drawn to the
current market value of the Ordinary Shares and to the net income
position as illustrated below:
Market Value: The market value of the Ordinary Shares into which
the CULS would convert is currently higher than the market value of
the CULS. By way of example, GBP1,000 nominal of CULS had a
mid-market value of GBP1,293 as at 20 June 2017. GBP1,000 nominal
of CULS would convert into 102 ordinary shares, which would have
had a mid-market value of approximately GBP1,367 on the same date.
This would be GBP74 higher than the mid-market value of the
CULS.
Income: Interest on the CULS is payable at the rate of 3.5% less
United Kingdom income tax where applicable or any other deduction
or withholding required by law. The current net dividend yield on
the Ordinary shares into which they would convert is 0.9%. The net
income position as a result of exercising or not exercising the
CULS is therefore an important consideration.
Taxation: Stockholders are advised to consult their own
professional advisors as to the tax implications of exercising or
not exercising their conversion rights, as tax treatment will
depend on individual circumstances
Note: The above analysis is based on the information set out in
the Schedule to this announcement and does not take into account
any tax which might be payable on CULS Holders' capital
returns.
Conversion Procedures
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, in
whole or part, 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
Registrar, Computershare Investor Services PLC, Corporate Actions
Project, Bristol BS99 6AH by 5.00 p.m. on 31 July 2017, having
completed and signed the notice of exercise of Conversion Rights
thereon. If your CULS certificate has been lost, defaced or
destroyed, please write to the Registrar at the above address,
advising them of such loss and requesting them to send you a letter
of indemnity for completion and return. A form of nomination, if
required, should be requested from the Registrar. 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 by 2 p.m. on 31 July
2017. The prescribed form of Uncertificated Conversion Notice is an
Unmatched Stock Event ("USE") instruction which, on settlement will
have the effect of crediting a stock account of the Registrar in
accordance with the details specified below. The USE instruction
must be properly authenticated in accordance with Euroclear's
specifications and must contain the following details in addition
to any other information required for settlement in CREST:
(a) the nominal amount of CULS in respect of which Conversion
Rights are being exercised;
(b) the Participant ID of the CULS Holder: 0RA22;
(c) the Member Account ID of the CULS Holder;
(d) the Registrar's member account ID: FCGSC;
(e) the corporate action number, which will be allocated by
Euroclear and can be found by viewing the relevant corporate action
details in CREST;
(f) the corporate action ISIN: GB00BNH7RK38; and
(g) the intended settlement date: 31 July 2017.
The USE instruction should be input to settle by no later than 2
p.m. on 31 July 2017 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 are held in certificated form, and
un-certificated form where CULS are held in un-certificated
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
31 July 2017.
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, not later than 14 days after and with effect from the
Conversion Date.
In accordance with normal practice The Law Debenture Trust
Corporation p.l.c. as trustee for holders of the CULS expresses no
opinion as to the merits of exercising the right to convert CULS
referred to in this notice. The Law Debenture Trust Corporation
p.l.c. has however, authorised it to be stated that it has given
its consent to the issue of this notice and has no objection to the
information contained herein being presented to CULS Holders for
their consideration.
Interest
Interest is due on the CULS issued by the Company for the six
months to 31 July 2017. The payment will be made on 31 July 2017 to
CULS Holders on the register on 7 July 2017 (whether or not such
holders choose to exercise their Conversion Rights). The
ex-dividend date is 6 July 2017.
Enquiries
If you have any queries regarding the above procedures, these
should be referred to the Company's Registrar, Computershare
Investor Services PLC, on 0370 889 4088 (from within the UK) or on
+44 370 889 4088 (from outside the UK). This helpline is available
between 9.00am and 5.30pm (UK time) Monday to Friday (except UK
public holidays). 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 F&C Global Smaller Companies PLC
21 June 2017
Schedule
The market prices of Ordinary Shares and CULS (as derived from
the London Stock Exchange's Daily Official List) and Net Asset
Value ("NAV") of the Ordinary Shares (derived from F&C) are as
follows:
Ordinary CULS 2019 NAV
Share Price Price [per (Diluted
(p) GBP1 of nominal including
value] (p) income)
per Ordinary
share (p)
-------------- ------------- ----------------- --------------
1 February
2017 1234.5 127 1213.19
-------------- ------------- ----------------- --------------
1 March 2017 1273 126.25 1268.87
-------------- ------------- ----------------- --------------
3 April 2017 1262 128 1255.31
-------------- ------------- ----------------- --------------
2 May 2017 1285 128.5 1274.99
-------------- ------------- ----------------- --------------
1 June 2017 1293 129.25 1300.93
-------------- ------------- ----------------- --------------
20 June 2017 1340.5 129.25 1321.33
-------------- ------------- ----------------- --------------
This information is provided by RNS
The company news service from the London Stock Exchange
END
CONSEMFDFFWSEIM
(END) Dow Jones Newswires
June 21, 2017 09:57 ET (13:57 GMT)
Falanx Cyber Security (LSE:FCS)
Historical Stock Chart
From Apr 2024 to May 2024
Falanx Cyber Security (LSE:FCS)
Historical Stock Chart
From May 2023 to May 2024