Conversion of Securities
July 02 2004 - 6:07AM
UK Regulatory
RNS Number:4172A
Oryx International Growth Fund Ld
02 July 2004
THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. If you are in
any doubt as to the action you should take, you are recommended to seek your own
financial advice immediately from your stockbroker, bank manager, solicitor,
accountant or other professional adviser authorised under the Financial Services
Act 1986.
If you have sold or transferred all your holding of zero coupon convertible loan
stock 2005 of Oryx International Growth Fund Limited ("the Company"), please
forward this document immediately to the purchaser or transferee or to the
stockbroker, bank or other agent through or by whom the sale or transfer was
affected for delivery to the purchaser or transferee.
In accordance with normal practice, the Directors and Company of The Law
Debenture Trust Corporation p.l.c. as trustees express no opinion as to the
merits of exercising the conversion rights conferred by the Convertible Loan
Stock. They have, however, approved the form of this document for the purposes
of reminding holders of Convertible Loan Stock of their conversion rights and
reminding them of the conversion date and the applicable conversion rate.
ORYX INTERNATIONAL GROWTH FUND LIMITED
(Incorporated in Guernsey, Registered Number 28917)
(An investment company within the meaning of section 266 of the Companies Act
1985)
2nd July 2004
Registered Office
Arnold House
St. Julian's Avenue
St. Peter Port
Guernsey
GY1 3NF
To the holders of zero coupon convertible unsecured loan stock 2005 of the
company ("Convertible Loan Stock").
Dear Convertible Loan Stockholders,
REMINDER OF CONVERSION RIGHTS
I am writing to remind you that you have the right, subject to and in accordance
with the trust deed constituting the Convertible Loan Stock and the Articles of
Association of the Company, to convert on 31st August 2004 all or any of your
Convertible Loan Stock into fully paid ordinary shares of 50p each in the
Company ("Ordinary Shares") at the rate of one Ordinary Share for every #1
nominal amount of Convertible Loan Stock. Convertible Loan Stock may only be
converted into Ordinary Shares in multiples of #1 nominal amount of Convertible
Loan Stock.
Any Stockunit not converted by 30th April, 2005 will be repaid at its par value
of #1 on 31st May, 2005.
FINANCIAL EFFECTS OF CONVERSION
Example of relative capital values
Value of #1 nominal amount of Convertible Loan Stock 165.0p
Value of one Ordinary Share 163.5p
The above example is based on the middle market quotations for Convertible Loan
Stock and Ordinary Shares as derived from the London Stock Exchange Daily List
on 1st July 2004 being the latest practicable date prior to the printing of this
document.
Relative income entitlements
The Convertible Loan Stock yields no income and no dividend has been paid in
respect of the Ordinary Shares, however, it should not be assumed that any
particular rate of dividend will or will not be paid in future years.
Relative market prices
The following table shows the closing middle market quotations for Convertible
Loan Stock and Ordinary Shares, as derived from the London Stock Exchange Daily
Official List, on the first dealing day of each month from 1 January 2004 to 1
July 2004 (inclusive).
Convertible Loan Stock Price Ordinary Share Price
(per #100 nominal) (per share)
1 January 2004 152.50p 151.00p
1 February 2004 152.50p 151.00p
1 March 2004 152.50p 151.00p
1 April 2004 157.50p 161.00p
1 May 2004 165.00p 161.00p
1 June 2004 165.00p 163.50p
1 July 2004 165.00p 163.50p
TAXATION
On the basis of present legislation you would not incur any liability to UK
capital gains tax by reason only of exercising your Conversion Rights; such a
liability may, however, arise if you nominate some other person to receive, or
you subsequently dispose of, all or some of the Ordinary Shares arising on
conversion. No stamp duty reserve tax or stamp duty will be payable on the
exercise of Conversion Rights. If you are in any doubt concerning your tax
position, you should consult your professional adviser before taking action.
PROCEDURE FOR EXERCISE OF CONVERSION RIGHTS
If you wish to exercise your right to convert all or part of your holding of
Convertible Loan Stock into Ordinary Shares on 31st August 2004, you should
complete the notice of conversion endorsed on the certificate relating to the
Convertible Loan Stock to be converted and forward it to the Company's
registrars;
Management International (Guernsey) Limited,
Shareholder Services Department,
P. O. Box 208,
Arnold House,
St. Julian's Avenue,
St. Peter Port,
Guernsey,
Channel Islands, GY1 3NF
as soon as possible and in any event so that it is received not later than 31st
August 2004.
A notice of conversion, once given, may not be withdrawn without the consent in
writing of the Directors of the Company. If your Convertible Loan Stock
certificate(s) is/are damaged, defaced, lost, stolen or destroyed, it/they may
be replaced on application to the Company's registrars, Management International
(Guernsey) Limited, at the above address with such conditions as to evidence and
indemnity as the directors may require and, in the case of defacement, the
surrender of the defaced Convertible Loan Stock certificate(s).
If you wish all or any of the Ordinary Shares to be issued on conversion to be
registered in a name or names other than your own, you should make application
to the Company's registrars, Management International (Guernsey) Limited, at the
address shown above for a form or forms of nomination and send it/them with your
Convertible Loan Stock certificate(s) in accordance with the instructions given
above.
If you wish all or any of the Ordinary Shares to be issued on conversion to be
held in uncertificated form, you should contact the Company's registrars,
Management International (Guernsey) Limited, at the address shown above.
Ordinary Shares arising on conversion will rank pari passu in all respects with
the Ordinary Shares in issue on 31st August 2004.
Application will be made to the London Stock Exchange for the Ordinary Shares
issued pursuant to the exercise of Conversion Rights to be admitted to the
Official List. Ordinary Shares arising on conversion shall be allotted to the
holders of the Convertible Stock converted not later than 14 days after, and
with effect from, the Conversion Date and certificates in respect of such shares
shall be issued not later than 42 days after the relevant Conversion Date
together with (if appropriate) separate certificates for any balance of
Convertible Stock not converted. Pending the issue of such certificate(s)
transfers will be certified against the register.
The purpose of this letter is solely to remind you of your right to convert your
Convertible Loan Stock into Ordinary Shares. It is not intended in any way to
convey a recommendation to you to exercise any such right or to refrain from
doing so. If you are in any doubt as to whether or not to exercise your
Conversion Rights, you should consult your professional adviser.
Yours faithfully,
Management International (Guernsey) Limited,
Company Secretary.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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