6th Nov 2006 14:16
Legal & General Group PLC06 November 2006 LEGAL & GENERAL GROUP PLC NOTICE CONCERNING CONVERSION RIGHTS £525,000,000 2.75 PER CENT. CONVERTIBLE BONDS DUE 2006 In advance of the maturity of Legal & General Group Plc's ("Group") outstanding£525m convertible bond on the 18 December 2006 the following notice has todaybeen submitted to the UK Listing Authority and will shortly be available forinspection at the UK Listing Authority's Document Viewing facility. ________________________________________ NOTICE CONCERNING CONVERSION RIGHTS This notice is important and requires your immediate attention. If you are inany doubt about the action you should take, you should immediately consult yourbroker, commercial bank, custodian or other professional adviser authorisedunder the Financial Services and Markets Act 2000 (if you are in the UnitedKingdom) or other appropriately authorised financial adviser. £525,000,000 2.75 PER CENT. CONVERTIBLE BONDS DUE 2006 (ISIN: XS0139391873) ISSUED BY LEGAL & GENERAL GROUP PLC THIS NOTICE is addressed to the holders (the "Bondholders") of all of theabove-mentioned bonds (the "Bonds") issued by Legal & General Group Plc (the "Issuer"), and is issued pursuant to the terms and conditions of the Bonds andthe trust deed constituting the Bonds dated 18 December 2001 (the "Trust Deed"). Capitalised terms used in this notice have the same meanings ascribed thereto inthe Trust Deed, unless the context otherwise requires. 1. Final Conversion Reminder Bondholders are hereby reminded that the Final Maturity Date of the Bonds is 18December 2006 and that, pursuant to Condition 6(a) (Conversion Period andConversion Price) of the Bonds, the Conversion Period (during which Bondholdersmay exercise their Conversion Rights) will end at the close of business on 12December 2006. Accordingly, in order to exercise their Conversion Rights,Bondholders must deliver a duly completed Conversion Notice via the relevantclearing system to the Principal Paying and Conversion Agent prior to the closeof business on 12 December 2006. A blank Conversion Notice may be obtained fromany of the Paying and Conversion Agents. This is the last opportunity for Bondholders to exercise their ConversionRights. Bondholders will no longer have the right to do so after 12 December2006. Bondholders not wishing to exercise their Conversion Rights need take no actionin relation to this notice. 2. Rate of Conversion As at the date of this notice, the Conversion Price is 184p. 3. Fractions Fractions of Ordinary Shares will not be issued on conversion. However, if theConversion Right in respect of more than one Bond is exercised at any one timesuch that Ordinary Shares to be issued on conversion are to be registered in thesame name, the number of such Ordinary Shares to be issued in respect thereofshall be calculated on the basis of the aggregate principal amount of such Bondsbeing so converted. If a fraction of an Ordinary Share would otherwise fall tobe delivered on conversion, the Issuer shall (provided such amount is not lessthan £10) make, or shall procure that there is made, a cash payment equal tosuch fraction of the Current Market Price per Ordinary Share as at the relevantConversion Date in respect of such Bonds to the relevant Bondholder or, as thecase may be, the Trustee on or before the seventh business day in London aftersuch Conversion Date by a pounds sterling cheque drawn on, or by transfer to apounds sterling account maintained by the holder with, a bank in London inaccordance with directions given by such Bondholder in the relevant ConversionNotice or, as the case may be, given by the Trustee. 4. Procedure for Conversion A Conversion Right may be exercised only in respect of the whole of theprincipal amount of a Bond. A Conversion Notice, once delivered, shall be irrevocable. The conversion datein respect of a Bond (the "Conversion Date") shall be the London business dayimmediately following the date of such delivery. Bondholders choosing to exercise their Conversion Rights must pay any taxes andcapital, stamp, issue and registration duties arising on conversion (other thanany taxes or capital duties or stamp duties payable or arising on issue of anyOrdinary Shares on such conversion). Such Bondholders must also pay all, ifany, taxes arising by reference to any disposal or deemed disposal of a Bond orinterest therein in connection with such conversion. The Ordinary Shares will not be available for issue (i) to, or to a nominee oragent for, Euroclear, Clearstream, Luxembourg, First Chicago Clearing Center orany other person providing a clearance service within the meaning of Section 96of the Finance Act 1986 of the United Kingdom or (ii) to a person, or nominee oragent for a person, whose business is or includes issuing depositary receiptswithin the meaning of Section 93 of the Finance Act 1986 of the United Kingdom,in each case at any time prior to the "abolition day" as defined in Section 111(1) of the Finance Act 1990 of the United Kingdom. Upon exercise of a Bondholder's Conversion Rights, the Ordinary Shares issued onconversion will be issued in uncertificated form through the dematerialisedsecurities trading system generated by CRESTCo Limited, known as CREST, unlessthe holder elects to hold the Ordinary Shares in certificated registered formor, at the time of issue, the Ordinary Shares are not a participating securityin CREST. Where Ordinary Shares are to be issued through CREST, they will bedelivered to the account specified by the relevant Bondholder in the relevantConversion Notice by not later than seven London business days following therelevant Conversion Date. Where Ordinary Shares are to be issued incertificated form, a certificate in respect thereof will be dispatched by mailfree of charge (but uninsured and at the risk of the person entitled thereto) tothe relevant Bondholder or such Bondholder may direct in the relevant ConversionNotice within 28 days following the relevant Conversion Date. 5. Ordinary Shares issued on Conversion Ordinary Shares issued upon conversion of the Bonds will be fully paid andnon-assessable and will in all respects rank pari passu with the Ordinary Sharesin issue on the relevant Conversion Date (except for any right excluded bymandatory provisions of applicable law), except that the Ordinary Shares soissued will not rank for any rights, distributions or payments, the record dateor other due date for the establishment of entitlement for which falls prior therelevant Conversion Date. No payment or adjustment shall be made on conversion for any interest whichotherwise would have accrued on the relevant Bonds since the last InterestPayment Date preceding the Conversion Date relating to such Bonds. 6. Interest Each Bond will cease to bear interest where the Conversion Right shall have beenexercised from the Interest Payment Date immediately preceding the relevantConversion Date. 7. Capital and Income Comparison On the basis of the Conversion Price of 184p per Ordinary Share, a holder of aprincipal amount of £10,000 of Bonds would, upon conversion, receive 5,434Ordinary Shares of nominal value 2.5p each. Date Price (Ordinary Shares) Price (Convertible Bond)3 November 2006 147.0 100.02 November 2006 144.75 100.01 November 2006 144.75 100.031 October 2006 144.5 100.030 October 2006 142.25 99.927 October 2006 141.25 100.026 October 2006 142.25 100.025 October 2006 142.25 99.924 October 2006 144 99.923 October 2006 143 99.9 8. General This notice is given by Legal & General Group Plc, a public company incorporatedin England and Wales (registered number 01417162), whose registered office is atTemple Court, 11 Queen Victoria Street, London EC4N 4TP in accordance with theterms and conditions of the Bonds and with the consent of The Law DebentureTrust Corporation plc (as Trustee). The purpose of this notice is solely toremind Bondholders of their Conversion Rights and is not intended to convey inany way a recommendation by the Issuer or the Trustee. For further information regarding the information set out in this notice,Bondholders should contact Citibank N.A. (as Principal Paying and ConversionAgent) of 21st Floor, Citigroup Centre, Canada Square, Canary Wharf, London, E145LB or Dexia Banque Internationale a Luxembourg (as Paying and Conversion Agent)of 69 route d'Esch, L-2953 Luxembourg. Date 6 November 2006. This information is provided by RNS The company news service from the London Stock ExchangeRelated Shares:
Legal & General