International Power plc Formal Notice (5663G)
30 6월 2012 - 1:00AM
UK Regulatory
TIDMIPR TIDMTTM
RNS Number : 5663G
International Power plc
29 June 2012
NOTICE TO HOLDERS OF
INTERNATIONAL POWER FINANCE (JERSEY) III LIMITED (the
"Issuer")
EUR700,000,000 4.75 PER CENT. GUARANTEED CONVERTIBLE BONDS DUE
2015
ISIN: XS0363710566
NOTICE OF ADJUSTMENT TO THE EXCHANGE PRICE AND BONDHOLDER PUT
OPTION
Adjustment Event: Relevant Event
On 28 June 2012, the Court sanctioned the Scheme of Arrangement
for the acquisition by Electrabel S.A ("EBL") of the entire issued
share capital of International Power plc ("IPR") not already owned
(directly or indirectly) by GDF SUEZ S.A. (the "Scheme") and the
Scheme became effective on 29 June 2012. As notified in the
Issuer's notice to Bondholders on 17 May 2012, the Scheme becoming
effective constitutes a "Relevant Event" under the Terms and
Conditions of the Bonds.
Adjustment of Exchange Price
Clause 7 of the Preference Share Guarantee and Undertaking
requires an adjustment to be made to the Exchange Price in
accordance with the terms of the schedule thereto (the "Schedule")
on the occurrence of certain corporate events. As a result of the
occurrence of the Relevant Event, an adjustment to the Exchange
Price is required for a limited period pursuant to paragraph B (x)
of the Schedule.
The current Exchange Price is 415 pence per Share.
From and including 29 June 2012 (being the date of the
occurrence of the Relevant Event) up to and including 28 August
2012 (being the 60(th) day after the occurrence of the Relevant
Event) (the "Special Conversion Period"), the Exchange Price will
be adjusted to 369 pence per Share. Thereafter (assuming that no
further events occur which would require any adjustment to the
Exchange Price) the Exchange Price will be 415 pence per Share, as
the adjustment for the Relevant Event is only applicable during the
Special Conversion Period.
Principal Paying, Conversion and Exchange Agent
Deutsche Bank AG, London Branch
Winchester House
1 Great Winchester Street
London EC2N 2DB
Attention: Debt & Agency Services, DAS
Telephone: +44 (0)20 7545 8000
Facsimile: +44 (0)20 7547 6149
Email: earlyredemptions.desk@db.com
The current form of conversion notice is available from the
Conversion Agent.
Exercise of Conversion Rights and payment of cash
consideration
Bondholders who exercise their Conversion Rights during the
Special Conversion Period will be issued with Shares at the
adjusted Exchange Price of 369 pence per Share (with no fractions
of Shares being delivered) in accordance with the Preference Share
Guarantee and Undertaking, which will (as a result of the
amendments to IPR's Articles of Association which have been
implemented as part of the Scheme) be automatically transferred to
EBL in exchange for payment of a cash amount of 418 pence in
respect of each Share so transferred. In respect of Conversion
Rights exercised up to and including 10 July 2012, any such payment
will be made to the converting Bondholder on or before 13 July
2012. In respect of Conversion Rights exercised at any other time
during the Special Conversion Period, any such payment shall be
made to the converting Bondholder on or before 11 September
2012.
Bondholders who exercise their Conversion Rights at any time
from and including 29 August 2012 will be issued with Shares at the
Exchange Price of 415 pence per Share (with no fractions of Shares
being delivered) in accordance with the Preference Share Guarantee
and Undertaking, which will (as a result of the amendments to IPR's
Articles of Association which have been implemented as part of the
Scheme) be automatically transferred to EBL in exchange for payment
of a cash amount of 418 pence in respect of each Share so
transferred. Any such payment will be made to the converting
Bondholder within 14 days following the exercise of its Conversion
Right.
Bondholder Put Option
Bondholders will have the right, during the period from and
including 30 June 2012 to and including 28 August 2012, to put the
Bonds that they hold to the Issuer. To exercise such option in
respect of the Bonds held by it in Euroclear Bank S.A./N.V.
("Euroclear") and/or Clearstream Banking, societe anonyme
("Clearstream, Luxembourg"), a holder of such Bonds must give
notice to the Principal Paying, Conversion and Exchange Agent in
accordance with the standard procedures of Euroclear and
Clearstream, Luxembourg (which may include notice being given on
his instruction by Euroclear or Clearstream, Luxembourg or any
common depositary for them to the Principal Paying, Conversion and
Exchange Agent by electronic means) of the principal amount of the
Bonds in respect of which such option is exercised and at the same
time presenting or procuring the presentation of the Global Bond
representing the Bonds to the Principal Paying Agent for notation
accordingly.
Defined Terms
All words and terms that are capitalised herein but not defined
shall have the same meaning as set out in the Terms and Conditions
of the Bonds.
International Power Finance (Jersey) III Limited
29 June 2012
This information is provided by RNS
The company news service from the London Stock Exchange
END
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Intl Power (LSE:IPR)
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