TIDMDTL
RNS Number : 1185X
Dexion Trading Limited
07 January 2014
Dexion Trading Limited
7 January 2014
January Redemption Offer
During the period 1 October 2013 to 31 December 2013 the
Company's shares traded at an average discount to NAV of 3.37per
cent. Therefore the Directors have determined, in accordance with
the discount control policy set out in the Company's Circular dated
23 October 2013 ("Circular"), to offer Shareholders (other than
Restricted Shareholders) a further Redemption Offer at NAV (less
costs) for up to 30 per cent. of the Shares in issue (excluding any
Shares held in treasury) as at the Record Date.
The additional terms and conditions of the Redemption Offer are
set out in Part III of the Circular. The procedure for tendering
Shares for redemption is set out in the Annex to this
Announcement.
Expected Timetable
2014
Opening Date - Redemption Offer 9.00 a.m. on 8 January
opens
Closing Date - Redemption Offer 1.00 p.m. on 7 February
closes
Record Date - participation in 5.00 p.m. on 7 February
the Redemption Offer
Redemption Date 28 February
Payment of Redemption Offer redemption By 31 March
monies (expected)
Enquiries:
Robin Bowie / Ana Haurie Tel: +44 (0) 20 7832 0900
Dexion Capital Plc
Carol Kilby Tel: +44 (0) 1481 743940
Dexion Capital (Guernsey)
Limited
Stuart Klein Tel: +44 (0) 20 7029 8000
Jefferies Hoare Govett
Terms used in this announcement shall, unless the context
otherwise requires, bear the meanings given to them in the Circular
dated 23 October 2013.
Annex
Procedure for tendering Shares for redemption
All Shareholders on the Register at the Record Date (other than
Restricted Shareholders) may tender Shares for redemption and the
Company will redeem such Shares on the terms and subject to the
conditions set out in the Circular, this Announcement and, if
relevant, the Redemption Form (which Redemption Form, together with
this document, constitutes the Redemption Offer). The Redemption
Form will be posted to all certificated shareholders on 8 January
2014; further information can be found on the following web
address: http://dexiontrading.com/redemption. The Redemption Form
may also be obtained from the Company's receiving agent, Capita
Asset Services, Corporate Actions, The Registry, 34 Beckenham Road,
Beckenham, Kent BR3 4TU.
Subject to the Redemption Offer becoming unconditional as set
out in the Circular, unless the Redemption Offer has been or is
terminated in accordance with the provisions of the Circular or
this Announcement, the Company will accept offers of Shares by
Eligible Shareholders validly made in accordance with these terms
and conditions, on the basis that each Eligible Shareholder will be
entitled to redeem up to all of its Basic Entitlement.
Upon the Redemption Offer becoming unconditional (and not having
been terminated), the Company will accept valid offers of Shares on
the following basis:
(a) each Shareholder (other than Restricted Shareholders) on the
Register at the close of business on the Record Date will be
entitled to redeem up to its Basic Entitlement in full; and
(b) Shareholders (other than Restricted Shareholders) may tender
for redemption Shares in excess of their Basic Entitlement. Such
excess redemption requests will be satisfied to the extent that
other Shareholders tender for redemption Shares in respect of less
than the whole of their Basic Entitlement (or do not tender Shares
at all), pro rata in proportion to the amount in excess of the
Basic Entitlement tendered (rounded down to the nearest whole
number of Shares).
There are different procedures for tendering Shares depending on
whether Shares are held in certificated or uncertificated form.
Shareholders who are in any doubt as to how to complete a
Redemption Form or as to the procedure for redeeming Shares, should
contact the Receiving Agent by telephone on 0871 664 0321 or, if,
calling from outside the UK, on +44 208 639 3399. Calls to the
Capita Asset Services 0871 664 0321 number are charged at 10 pence
per minute (including VAT) plus any of the service provider's
network extras. Calls to the Capita Asset Services +44 208 639 3399
number from outside the UK are charged at applicable international
rates. Different charges may apply to calls made from mobile
telephones and calls may be recorded and monitored randomly for
security and training purposes.
Shareholders are reminded that if they are a CREST sponsored
member, they should contact their CREST sponsor before taking any
action.
For Shares held in certificated form (that is, not in CREST)
To tender for redemption Shares held in certificated form,
Shareholders must complete, sign and have witnessed the Redemption
Form.
The completed, signed and witnessed Redemption Form should be
sent either by post or by hand (during normal business hours only)
along with the relevant Share certificate(s) to the Receiving Agent
at Capita Asset Services, Corporate Actions, The Registry, 34
Beckenham Road, Beckenham, Kent BR3 4TU, as soon as possible and,
in any event, so as to be received no later than 1.00 p.m. on 7
February 2014.
If all of the Share certificate(s) and/or other documents of
title are not readily available (for example, if they are with a
stockbroker, bank or other agent) or are lost, the Redemption Form
should nevertheless be completed, signed and returned as described
above so as to be received by Capita Asset Services, Corporate
Actions, The Registry, 34 Beckenham Road, Beckenham, Kent BR3 4TU,
not later than 1.00 p.m. on 7 February 2014 together with any Share
certificate(s) and/or documents of title available, accompanied by
a letter of explanation stating that the (remaining) Share
certificate(s) and/or other document(s) of title will be forwarded
as soon as possible thereafter and, in any event, not later than
1.00 p.m. on 7 February 2014. If one or more Share certificate(s)
and other document(s) of title have been lost, Shareholders should
write to Capita Asset Services, The Registry, 34 Beckenham Road,
Beckenham, Kent BR3 4TU for a letter of indemnity in respect of the
lost Share certificate(s) which, when completed in accordance with
the instructions given, should be returned to Capita Asset Services
so as to be received not later than 1.00 p.m. on 7 February
2014.
For Shares held in uncertificated form (that is, in CREST)
To tender for redemption Shares held in uncertificated form,
Shareholders should take (or procure to be taken) the action set
out below to transfer (by means of a TTE Instruction) the number of
Shares which Shareholders wish to have redeemed under the
Redemption Offer to an escrow balance, specifying Capita Asset
Services (in its capacity as a CREST receiving agent under its
participant ID and Member Account ID referred to below) as the
escrow agent as soon as possible and, in any event, so that the
transfer to escrow settles by not later than 1.00 p.m. on 7
February 2014. The Company shall be entitled (in its sole
discretion) to accept late transfers to escrow.
Shareholders who are CREST sponsored members should refer to
their CREST sponsor before taking any action. The CREST sponsor
will be able to confirm details of a Shareholder's Participant ID
and the member account ID under which Shares are held. In addition,
only the Shareholder's CREST sponsor will be able to send a TTE
Instruction to Euroclear UK in relation to the Shares which a
Shareholder wishes to tender. Shareholders should send (or, if they
are a CREST sponsored member, procure that their CREST sponsor
sends) a TTE Instruction to Euroclear UK, which must be properly
authenticated in accordance with Euroclear UK's specification and
which must contain, in addition to other information that is
required for the TTE Instruction to settle in CREST, the following
details:
-- the number of Shares to be transferred to an escrow balance;
-- the Member Account ID under which the Shares are held;
-- the Shareholder's CREST participant ID;
-- the participant ID of the escrow receiving agent, in its
capacity as a CREST receiving agent. This is RA10;
-- the Member Account ID of the escrow receiving agent. This is 28161DEX;
-- the intended settlement date for the transfer to escrow. This
should be as soon as possible and, in any
event, by no later than 1.00 p.m. on 7 February 2014;
-- the Corporate Action Number of the Redemption Offer, which is allocated by CREST;
-- the ISIN of the Shares, which GB00B0378141;
-- input with the standard delivery instruction, priority 80; and
-- a contact name and telephone number in the shared note field.
After settlement of the relevant TTE Instruction, Shareholders
will not be able to access the Shares concerned in CREST for any
transaction or for charging purposes, notwithstanding that they
will be held by the Receiving Agent as escrow agent for the
Redemption Offer until completion or lapsing of the Redemption
Offer. Provided that the Redemption Offer is not terminated, the
Redeemed Shares will be cancelled.
Shareholders do not need to complete or submit a Redemption Form
if the Shares they wish to tender for redemption are in
uncertificated form.
Shareholders are recommended to refer to the CREST manual
published by Euroclear UK for further information on the CREST
procedures outlined above.
Shareholders should note that Euroclear UK does not make
available special procedures, in CREST, for any particular
corporate action. Normal system timings and limitations will
therefore apply in connection with a TTE Instruction and its
settlement. Shareholders should therefore ensure that all necessary
action is taken by them (or by their CREST sponsor) to enable a TTE
Instruction relating to the Shares Shareholders wish to have
redeemed to settle prior to 1.00 p.m. on 7 February 2014. In this
regard, Shareholders are referred in particular to those sections
of the CREST Manual concerning practical limitations of the CREST
system and timings. The Company shall be entitled (in its sole
discretion) to accept late TTE Instructions to settle.
Deposits of Shares into, and withdrawal of Shares from,
CREST
Normal CREST procedures (including timings) apply in relation to
any Shares that are, or are to be, converted from uncertificated to
certificated form, or from certificated to uncertificated form,
during the course of the Redemption Offer (whether such conversion
arises as a result of a transfer of Shares or otherwise). Eligible
Shareholders who are proposing to convert any such Shares are
recommended to ensure that the conversion procedures are
implemented in sufficient time to enable the person holding or
acquiring Shares as a result of the conversion to take all
necessary steps in connection with such person's participation in
the Redemption Offer (in particular, as regards delivery of Share
certificates and/or other documents of title or transfers to an
escrow balance as described above) prior to 1.00 p.m. on 7 February
2014.
Shareholders who are in any doubt as to how the complete a
Redemption Form or as to the procedure for tendering Shares for
redemption, should contact the Receiving Agent by telephone on 0871
664 0321 or, if, calling from outside the UK, on +44 208 639 3399.
Calls to the Capita Asset Services 0871 664 0321 number are charged
at 10 pence per minute (including VAT) plus any of the service
provider's network extras. Calls to the Capita Asset Services +44
208 639 3399 number from outside the UK are charged at applicable
international rates. Different charges may apply to calls made from
mobile telephones and calls may be recorded and monitored randomly
for security and training purposes. Capita Asset Services cannot
provide advice on the merits of the offer or give any financial,
legal or tax advice. Shareholders are reminded that, if they are a
CREST sponsored member, they should contact their CREST sponsor
before taking any action.
Shareholders should note that once tendered for redemption,
Shares, whether certificated or uncertificated, may not be sold,
transferred, charged or otherwise disposed of.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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