7th Jul 2006 16:29
3i Group PLC07 July 2006 3i Group plc : Notice to Bondholders The following is the full text of a notice sent on 7 July 2006 to the holders ofthe Company's Euro 550,000,000 1.375 per cent Convertible Bonds due 2008 inrelation to the 3i Group plc issue of listed B Shares and share capitalconsolidation announced previously. NOTICE TO BONDHOLDERS Common Code: 017271709 ISIN: XS0172717091 3i Group plc (the 'Issuer') Euro 550,000,000 1.375 per cent Convertible Bonds due 2008 convertible into ordinary shares of 3i Group plc (the 'Bonds') NOTICE IS HEREBY GIVEN to the holders of the Bonds (the 'Bondholders') inaccordance with Clause 7.1 of the Trust Deed dated 1st August 2003 (the 'TrustDeed') between the Issuer and The Law Debenture Trust Corporation p.l.c. astrustee and Condition 17 of the Terms and Conditions of the Bonds that theConversion Price (as defined in the Trust Deed) is to be adjusted as describedin this notice. On 11 May 2006 the Issuer announced a proposed return of capital and a relatedconsolidation of the ordinary shares of 3i Group plc (the "Company"). Thisconsolidation will be linked to a bonus issue of listed B shares to holders ofordinary shares in the Company (the "Bonus Issue"). The Bonus Issue was proposedas a method of returning £700 million to Shareholders. At the date theconsolidation ratio was set there were 551,146,645 ordinary shares in issue.Accordingly, the Bonus Issue is deemed to have a cash value of £1.27 perordinary share. On 15 June 2006 the Issuer announced that the consolidationratio to be voted on by its shareholders at an extraordinary general meeting ofthe Issuer to be held on 12 July 2006 (the "EGM") was to be 13 existing ordinaryshares of 531/8 pence each for 11 new ordinary shares with a proposed nominalvalue of 62 69/88 pence each. If the announced consolidation of the ordinary shares of the Company and theBonus Issue are approved at the EGM, the Issuer will notify Bondholders that theConversion Price is to be adjusted from £8.38 per ordinary share to £8.55 perordinary share, pursuant to Condition 6(b)(i) and (iii) of the Terms andConditions of the Bonds. The adjustment will take effect from and including thedate the consolidation and the Bonus Issue become effective, which is expectedto be 17 July 2006. Before, on or after 17 July 2006, the number of Ordinary Shares to be deliveredper bond on the exercise of a Conversion Right, calculated pursuant to Condition6 of the Terms and Conditions of the Bonds, will be 45. By 3i Group plcDated 6 July 2006 This information is provided by RNS The company news service from the London Stock ExchangeRelated Shares:
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