TIDMECWO
RNS Number : 8299V
Ecofin Water & Power Opps PLC
20 April 2016
ECOFIN WATER AND POWER OPPORTUNITIES PLC (the "Company")
REMINDER TO THE HOLDERS ("Stockholders") OF 6 PER CENT.
CONVERTIBLE UNSECURED SUBORDINATED LOAN STOCK 2016 ("Stock") OF THE
COMPANY
This notice is to remind you that you are entitled to exercise
your right to convert the whole or any part of your holding of
Stock into fully paid Ordinary Shares of 0.1p each in the capital
of the Company ("Ordinary Shares") on 31 May, 2016 (the "Conversion
Date"). The Trust Deed constituting the Stock dated 29 July, 2009
("Trust Deed") provides for conversion of Stock into Ordinary
Shares at the Conversion Price (as defined in the Trust Deed). The
current Conversion Price is set out in Schedule 1 to this notice.
Fractions of Ordinary Shares will not be issued to Stockholders on
exercise of conversion rights, and no payment of cash or other
adjustment will be made in lieu thereof. You can submit the
requisite conversion notice at any time during a period of 28 days
ending on 31 May, 2016.
The information set out in this notice and the Schedules hereto
are provided to help you to decide whether or not to exercise your
conversion rights. You are not obliged to exercise your right to
convert. Any Stock which is not converted at this time will be
redeemed by the Company at its nominal value on the final maturity
date, 31 July, 2016. At that time Stockholders will also be
entitled to a final interest payment for the period from (and
including) 31 May, 2016 to (but excluding) the date of final
repayment of the Original Stock being 31 July, 2016.
CONSIDERATIONS FOR STOCKHOLDERS
Whether or not Stockholders decide to convert their Stock will
depend, amongst other things, on their own individual circumstances
including their tax position. The following factors (based on the
mid-market closing prices shown in Schedule 2) may be of relevance
for Stockholders considering whether to convert their Stock:
Market value: The market value of the Ordinary Shares into which
Stock would convert differs from the market value of the Stock. By
way of example, GBP100 nominal of Stock at its closing price on 19
April, 2016 would have had a market value of approximately
GBP100.75. On the basis of the current Conversion Price, GBP100
nominal of Stock would convert into 57.92 Ordinary Shares which, at
their closing price on the same day, would have had a value of
approximately GBP70.01.
Income: A holder of GBP100 nominal of Stock would receive an
annual interest of GBP6.00. GBP100 nominal of Stock can be
converted into 57.92 Ordinary Shares which are currently expected
(but not guaranteed) to receive quarterly dividends at a rate of
1.8125p per Ordinary Share. If all four quarterly dividends are
declared and paid, GBP100 nominal of Stock converted into 57.92
Ordinary Shares would generate an annual dividend income of
approximately GBP4.20.
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.
Under current UK legislation interest and dividends received by
individuals resident in the UK are generally liable to UK income
tax. With effect from 6 April, 2016, individuals who are resident
in the UK are entitled to an annual tax free allowance of GBP5,000
of dividend income. Dividends received by UK corporate shareholders
are generally subject to corporation tax unless they fall within
the exempt cases provided for in UK corporation tax
legislation.
Interest on the Stock is paid without deduction of UK income tax
at source. As far as the Company is aware, conversion of Stock into
Ordinary Shares should not constitute a disposal for the purposes
of UK taxation of capital gains. Ordinary Shares arising from
conversion should be treated as having been acquired by the
individual at the same time/base cost at which the Stock was
acquired. The tax treatment of Stockholders in relation to UK
corporation tax will depend on the treatment of the Stock in the
Stockholders accounts.
You should be clear on your tax position before deciding whether
or not to convert. If you are not clear on your tax position, or
are resident outside the UK for tax purposes, you should consult
your own professional advisor before deciding whether or not to
convert.
CONVERSION PROCEDURES
In relation to the forthcoming conversion period, the latest
time for the lodgement of conversion forms or instructions is 5.00
pm on 31 May, 2016.
Conversion of Stock held in Certificated Form
If you wish to convert the whole or any part of your holding of
Stock in certificated form you must complete and sign the
Conversion Notice on the certificate(s) representing the Stock to
be converted and lodge it with the Company's registrars: Capita
Asset Services, Corporate Actions, The Registry, 34 Beckenham Road,
Beckenham, Kent BR3 4TU ("Registrar") between 4 May, 2016 and 31
May, 2016 (both dates inclusive). Once lodged a conversion notice
will be irrevocable, except with the consent of the Company.
If you wish to nominate any other person(s) as the holder(s) of
the Ordinary Shares arising from conversion, you should apply to
the Registrar for (an) appropriate form(s) of nomination which must
be completed, executed and lodged with the duly completed
Conversion Notice and your Stock certificate(s).
If any of your Stock certificates have been lost, destroyed or
defaced and you wish to exercise your conversion rights, you will
need to write to the Registrar notifying your intention to convert.
The Registrar will send you a Form of Indemnity in respect of the
lost, destroyed or defaced certificates, which will need to be
completed, executed and returned to the Registrar before conversion
can be effected.
Conversion of Stock held in Uncertificated Form (that is, in
CREST)
CREST Members should refer to the CREST Manual for information
on the CREST procedures and authentication required to effect
conversion. CREST Sponsored Members should refer to their CREST
Sponsor for information on the action they need to take to effect
conversion.
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
under the details specified below.
The USE instruction must be properly authenticated in accordance
with Euroclear UK & Ireland Limited's specifications and must
contain the following details in addition to any other information
required:
a) the nominal amount of Stock to be converted;
b) the participant ID of the Stockholder;
c) the member account ID of the Stockholder from which the Stock
to be converted is to be debited;
d) the Registrar's participant ID: This is RA10;
e) the Registrar's member account ID: This is EWPO;
f) the corporate action number, which will be allocated by
Euroclear UK & Ireland Limited and can be found by viewing the
relevant corporate action details in CREST;
g) the corporate action ISIN: This is GB00B504KH32; and
h) the intended settlement date: This will be 5.00 pm on 31 May,
2016.
FURTHER INFORMATION
Interest on Stock converted will be payable up to (but
excluding) 31 May, 2016, and will cease to accrue immediately
thereafter. Ordinary Shares allotted on conversion will rank pari
passu with existing Ordinary Shares in relation to distributions
declared, paid, or made by reference to record dates after 31 May,
2016.
Applications will be made to the UK Listing Authority for all
Ordinary Shares issued pursuant to conversion of Stock to be
admitted to the Official List and to the London Stock Exchange for
such Ordinary Shares to trade on its main market for listed
securities. It is anticipated that dealings in the newly allotted
Ordinary Shares will commence no later than 14 days after the
Conversion Date.
Ordinary Shares arising on conversion will be issued in
certificated form where the Stock being converted is held in
certificated form, and in uncertificated form where the Stock being
converted is uncertificated. Certificates for Ordinary Shares, and
for the balance of certificated Stock not converted, will be
dispatched to Stockholder(s) in accordance with their instructions
not later than 28 days after the Conversion Date.
The Registrar will instruct Euroclear UK & Ireland Limited
to credit Participant ID and Member ID Accounts as specified in
validly received uncertificated Conversion Notices with the number
of Ordinary Shares arising on conversion not later than 14 days
after the Conversion Date.
This notice is sent in accordance with the terms and conditions
of the Stock. It should not be construed as a recommendation to
Stockholders to exercise their conversion rights or otherwise and
nor does it constitute any form of financial advice.
Yours faithfully
For and on behalf of Ecofin Water & Power Opportunities
plc
BNP Paribas Secretarial Services Limited - Company Secretary
20 April, 2016
SCHEDULE 1
In accordance with Condition 3(1) of the Trust Deed, the Stock
is convertible at a rate of 172.6445p nominal of Stock for one
Ordinary Share, equivalent to 0.5792 Ordinary Shares per GBP1.00
nominal of Stock. The number of new Ordinary Shares which each
GBP100 nominal of Stock will be convertible into is 57.92.
In the event that the capital structure of the Company is
varied, the Conversion Rate for future conversion opportunities may
differ from the Conversion Rate applying for the conversion period
to which this letter relates.
The Conversion Price for conversion of Stock into Ordinary
Shares is currently:
57.92 Ordinary Shares for each GBP100 nominal of Stock; or
172.6445p nominal of Stock for each Ordinary Share
SCHEDULE 2
(MORE TO FOLLOW) Dow Jones Newswires
April 20, 2016 10:57 ET (14:57 GMT)
Closing Mid-prices of Stock and Ordinary Shares:
Ordinary Share Price Stock Price
2015
2 November 129.00p 102.50p
1 December 122.25p 99.75p
2016
4 January 115.63p 99.50p
1 February 108.50p 100.25p
1 March 108.50p 100.25p
1 April 109.75p 100.75p
19 April 120.88p 100.75p
NB: The above are closing mid-prices derived from the official
website of the London Stock Exchange.
BNP Paribas Secretarial Services Limited
Company Secretary
Tel: 020 7410 5971
20 APRIL, 2016
This information is provided by RNS
The company news service from the London Stock Exchange
END
DOCURVSRNUASUAR
(END) Dow Jones Newswires
April 20, 2016 10:57 ET (14:57 GMT)
Ecofin Water&powr Opportunities (LSE:ECWO)
Gráfico Histórico do Ativo
De Mai 2024 até Jun 2024
Ecofin Water&powr Opportunities (LSE:ECWO)
Gráfico Histórico do Ativo
De Jun 2023 até Jun 2024