25th Apr 2006 09:24
Ladbrokes PLC25 April 2006 LGF (JERSEY) LIMITED (FORMERLY HILTON GROUP FINANCE (JERSEY) LIMITED, THE "ISSUER") £300,000,000 3.375 PER CENT. CONVERTIBLE BONDS DUE 2010 (THE"CONVERTIBLE BONDS") GUARANTEED BY LADBROKES PLC (FORMERLY HILTON GROUP PLC, THE "COMPANY") ISIN XS0176102951 NOTICE TO HOLDERS OF THE CONVERTIBLE BONDS (THE "BONDHOLDERS") OF OPTIONAL REDEMPTION DATE AND CONFIRMATION OF ADJUSTMENTS TO EXCHANGE PRICE The Issuer hereby gives notice: • that pursuant to Condition 9(b)(i) of the terms and conditions of the Convertible Bonds, the Issuer will on 25 May, 2006 (the "Optional Redemption Date") redeem all of the Convertible Bonds outstanding on such date at their principal amount together with accrued interest up to but excluding the Optional Redemption Date. For further detail see paragraph A below; and • of the adjustments that have been made to the Exchange Price. For further detail see paragraph B below. A. Redemption of the Convertible Bonds Pursuant to Condition 9(b)(i) of the terms and conditions of the ConvertibleBonds, the Issuer hereby gives irrevocable notice (an "Optional RedemptionNotice") that, as conversion rights have been exercised in respect of more than85 per cent. in principal amount of the Bonds originally issued, the Issuer willon the Optional Redemption Date redeem all of the Convertible Bonds outstandingon such date at their principal amount together with accrued interest up to butexcluding the Optional Redemption Date. Bondholders are reminded that the conversion rights in respect of theConvertible Bonds may be exercised at the option of the Bondholder at any timeup to the close of business in the place where the relevant Bond is deliveredfor conversion on 19 May, 2006. The current Exchange Price of the Convertible Bonds is 293 pence per ordinaryshare of the Company (see further paragraph B below), the principal amount ofConvertible Bonds outstanding as on 24 April, 2006 was £24,712,000 and theclosing price of the ordinary shares of the Company on 24 April, 2006 was 427.5pence per ordinary share. Bondholders are reminded that (i) pursuant to Condition 6(c) of the terms andconditions of the Convertible Bonds, neither the Issuer nor the Registrar willbe required to register the transfer of any Convertible Bond during the periodof 15 calendar days immediately prior to the Optional Redemption Date referredto above; (ii) payment on redemption of the Convertible Bonds will be made tothe person(s) shown in the register of holders of the Convertible Bonds at closeof business on 16 May, 2006; and (iii) Bondholders should look to the relevantclearing system through which their Convertible Bonds are held for repayment inrespect of the Convertible Bonds.Bondholders are referred to the terms and conditions of the Convertible Bondsfor further details of the rights attaching to the Convertible Bonds. B. Confirmation of Adjustments to the Exchange PriceFurther to the notice given by the Issuer on 2 March, 2006 and following theapproval at the extraordinary general meeting held on Wednesday 29 March, 2006(the "Extraordinary General Meeting") of resolutions, inter alia: (i) to consolidate the ordinary shares of the Companyreplacing every 17 existing ordinary shares of 10 pence nominal value each with6 new ordinary shares of 281/3 pence nominal value each; and (ii) to carry out a return of value to shareholders(comprising a special dividend of 233.4 pence per ordinary share and a finaldividend for the year ended 31 December, 2005 of 6.6 pence per ordinary share), the Issuer hereby gives notice that the Exchange Price of the Convertible Bondshas been adjusted as follows: (i) as regards the consolidation of the ordinary shares,with effect from 6.30 p.m. (London time) on 13 April, 2006 the Exchange Pricewas adjusted from its previous price of 260 pence per ordinary share to 736pence per ordinary share; and (ii) as regards the special dividend and the finaldividend, with effect from the date of the payment of those dividends (25 April,2006), the Exchange Price was further adjusted to 293 pence per ordinary sharebut with retrospective effect to 6.00 p.m. (London time) on the record date forthe dividends (13 April, 2006). The Issuer confirms, therefore, that as at the date of this notice the ExchangePrice of the Convertible Bonds is 293 pence per ordinary share.As referred to in the notice given by the Issuer on 2 March, 2006, for thepurposes of calculating the above adjustments to the Exchange Price, the Companyhas received an opinion of JPMorgan Cazenove Limited acting as an independentinvestment bank appointed by the Company and whose appointment was approved byThe Law Debenture Trust Corporation p.l.c. (acting as Trustee for theBondholders) in accordance with the terms and conditions of the ConvertibleBonds and the articles of association of the Issuer. Bondholders are referred to the terms and conditions of the Convertible Bondsfor further details in relation to the rights attaching to the ConvertibleBonds. LGF (Jersey) Limited (registered number 85924) (formerly Hilton Group Finance (Jersey) Limited) Registered office: 22 Grenville Street, St Helier, Jersey. JE4 8PX.Dated 25 April, 2006 This information is provided by RNS The company news service from the London Stock ExchangeRelated Shares:
Ladbrokes Coral