EduBourseActualitésXstrata Capital Corporation A.V.V. - Notice of possible adjustment of Exchange Price

Xstrata Capital Corporation A.V.V. – Notice of possible adjustment of Exchange Price

US$375,000,000 4.00 per cent. guaranteed convertible bonds due 2017 (the “Bonds”) guaranteed by Xstrata plc and convertible into 4.00 per cent. exchangeable redeemable preference shares of Xstrata Capital Corporation A.V.V. which are guaranteed by, and will be exchangeable immediately upon issuance for, ordinary shares in Xstrata plc

Notice of possible adjustment of Exchange Price
Adjustment Events

In respect of its 2006 financial year, Xstrata plc paid dividends totalling US$0.43 per Ordinary Share of which US$0.14008 per Ordinary Share constituted a Capital Distribution (the “2006 Capital Distribution”).

In respect of its 2007 financial year, Xstrata plc paid dividends totalling US$0.50 per Ordinary Share of which US$0.19266 per Ordinary Share constituted a Capital Distribution (the “2007 Capital Distribution” and together with the 2006 Capital Distribution, the “Capital Distributions”).

On 29 January 2009, Xstrata plc announced a proposed rights issue (the “Rights Issue”) of up to 1,982,508,352 new Ordinary Shares (“New Shares”). The Rights Issue is conditional on, amongst other things, Shareholders’ approval of an increase in the Xstrata plc’s share capital to create sufficient Ordinary Shares for the Rights Issue, the granting of authority to the directors of Xstrata plc to allot and issue the New Shares and to disapply pre emption rights. Subject to the conditions to the Rights Issue being satisfied, the New Shares will be issued at a price of 210 pence per New Share, which is less than 95 per cent. of the Current Market Price per Ordinary Share.

Adjustment of Conversion Terms

As described in paragraph 7 of the Terms and Conditions of the Bonds (as constituted by a the trust deed dated 13 October 2006 between Xstrata Capital Corporation A.V.V., Xstrata plc and Law Debenture Trustees Limited as trustee for the holders of the Bonds (the “Trust Deed”)) each US$1,000 principal amount of a Bond is convertible into one Preference Share with a paid‑up value of US$1,000. Preference Shares issued on conversion of Bonds will be allotted to the relevant Bondholders and immediately transferred to Xstrata plc in consideration for Xstrata plc delivering to the relevant Bondholders such number of Ordinary Shares as is determined by dividing the paid‑up value of each Preference Share (translated into pounds sterling at the fixed exchange rate of US$1.809 = £1.00) by the Exchange Price in effect on the Conversion Date (rounded down to the nearest whole number of Ordinary Shares). The current Exchange Price is 1527 pence per Ordinary Share converted into US dollars at the fixed exchange rate of US$1.809 = £1.00.

The terms of the Preference Shares as set out in the Articles of the Issuer and the Issuer Board Resolution (which are summarised in paragraph 7(B) of the Terms and Conditions of the Bonds as set out in the listing particulars published by Xstrata Capital Corporation A.V.V. and Xstrata plc on 12 October 2006 (the “Listing Particulars”)) require an adjustment to be made to the Exchange Price if:

Xstrata plc pays or makes a Capital Distribution to Shareholders as further described in the Articles of the Issuer and the Issuer Board Resolution and summarised in Condition 7(B)(iii) of the Terms and Conditions of the Bonds as set out in the Listing Particulars; and

Xstrata plc issues Ordinary Shares to Shareholders as a class by way of rights at a price per Ordinary Share that is less than 95 per cent. of the Current Market Price per Ordinary Share as further described in the Articles of the Issuer and the Issuer Board Resolution and summarised in paragraph 7(B)(iv) of the Terms and Conditions of the Bonds as set out in the Listing Particulars.

As the adjustments to the Exchange Price required as a consequence of the payment of the Capital Distributions in aggregate would have resulted in an adjustment of less than one per cent. of the Exchange Price, no adjustment was required to be made to the Exchange Price as permitted by the terms of the Preference Shares as set out in the Articles of the Issuer and the Issuer Board Resolution (which are summarised in Condition 7(B) of the Terms and Conditions of the Bonds as set out in the Listing Particulars). These adjustments have been carried forward and will be taken into account if the conditions to the Rights Issue are satisfied in and the Rights Issue proceeds.

If the conditions to the Rights Issue are satisfied, from and including 3 March 2009 (which is the first date on which the Ordinary Shares are expected to trade “ex‑rights” on the London Stock Exchange) the Exchange Price will be adjusted. The adjusted Exchange Price is expected to be announced as soon as practicable on the date on which the Ordinary Shares first trade “ex rights”.

The Exchange Price if adjusted will apply to all Bonds for which the Conversion Date occurs on or after 3 March 2009.

Defined Terms

All words and terms that are capitalised herein shall have the same meaning as set out in the Terms and Conditions of the Bonds.

Pierre Perrin-Monlouis
Pierre Perrin-Monlouis
Fondateur de Rente et Patrimoine (cabinet de gestion de patrimoine), Pierre Perrin-Monlouis est un analyste et trader pour compte propre. Il vous fait profiter de son expérience en trading grâce à ses analyses financières et décrypte pour vous les actualités des marchés. Son approche globale des marchés combine à la fois l'analyse technique et l'analyse fondamentale sur l'ensemble des marchés : crypto, forex, actions et matières premières.
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