2nd Mar 2006 17:47
Ladbrokes PLC02 March 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 ADJUSTMENTS TO EXCHANGE PRICE The Issuer hereby gives notice that, with effect from 23 February 2006 the nameof the Issuer has been changed to LGF (Jersey) Limited. The Company has today posted a circular to its shareholders containing a noticeconvening an extraordinary general meeting to be held on Wednesday 29 March 2006(the "Extraordinary General Meeting") at which resolutions will be proposed toapprove, among other things: (i) a consolidation of the ordinary shares of the Company replacing every 17 existing ordinary shares of 10 pence nominal value each with 6 new ordinary shares of 281/3 pence nominal value each; and (ii) a return of value to shareholders (comprising a special dividend of 233.4 pence per ordinary share and a final dividend for the year ended 31 December 2005 of 6.6 pence per ordinary share). The Issuer further gives notice that, subject to the passing of theabove-mentioned resolutions and assuming that the dates and times of each of theconsolidation of the ordinary shares of the Company and the record date and dateof payment for the return of value to shareholders are not amended by thedirectors of the Company, the Exchange Price of the Convertible Bonds will beadjusted 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 Price will be adjusted from its current price of 260 pence per ordinary share to 736 pence per ordinary share; and (ii) as regards the special dividend and the final dividend, with effect from the date of the payment of those dividends (25 April 2006), the Exchange Price will be further adjusted to 293 pence per ordinary share but with retrospective effect to 6.00 p.m. (London time) on the record date for the dividends (13 April 2006). For the purposes of calculating the above adjustments to the Exchange Price, theCompany has received an opinion of JPMorgan Cazenove Limited acting as anindependent investment bank appointed by the Company and approved by The LawDebenture Trust Corporation p.l.c. (acting as Trustee for the Bondholders) inaccordance with the terms and conditions of the Convertible Bonds and thearticles of association of the Issuer. Bondholders are reminded that under the terms and conditions of the ConvertibleBonds: (i) the record date for the next interest payment on the Convertible Bonds is 23 March 2006 which relates to the next interest payment date with respect to the Convertible Bonds of 2 April 2006; (ii) conversion rights in respect of Convertible Bonds may not be exercised from 22 March 2006 to 30 March 2006 (inclusive) due to the fact that Bondholders may not exercise their conversion rights in respect of the Convertible Bonds in circumstances where the conversion date would fall during the period commencing on the record date for the payment of interest on the Convertible Bonds and ending on the interest payment date (both days inclusive). If any conversion notices are delivered during the above period, conversion will take place after the end of such period in accordance with the terms and conditions of the Convertible Bonds; (iii) Bondholders that deliver a conversion notice in respect of Convertible Bonds prior to 22 March 2006 will not receive any accrued interest for the period since the last interest payment date (2 October 2005) as they will not be on the register of Bondholders at the relevant record date for the interest payment on the Convertible Bonds; and (iv) Bondholders that exercise conversion rights in respect of Convertible Bonds in the period from 31 March 2006 to the day preceding the record date for the interest payment date falling on 2 October 2006 will not receive any accrued interest for the period from 2 April 2006 to the relevant conversion date. Bondholders should note that, if approved, the Company will declare the finaldividend and the special dividend for payment on 25 April 2006 (or such otherdate as the directors of the Company may determine) to holders of ordinaryshares in the Company on the register of members of the Company, or, in respectof newly issued ordinary shares of the Company, entitled to be on the registerof members of the Company, at 6 p.m. (London time) on 13 April 2006 (or suchother time and date as the directors may determine). Pursuant to the terms and conditions of the Convertible Bonds and assuming thatthe times and dates described above are not amended by the directors,Bondholders who deliver any Convertible Bonds together with a duly completednotice of conversion in respect of such bonds to the offices of any paying,transfer, conversion and exchange agent specified in the agency agreementrelating to the Convertible Bonds during such agent's usual business hours on orprior to 12 April 2006 will be or, in respect of newly issued ordinary shares ofthe Company, will be entitled to be on the register of shareholders of theCompany at 6 p.m. (London time) on 13 April 2006. 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 2 March 2006 Enquiries: Alex Pagett Julian Arlett Ciaran O'BrienCorporate Affairs Director Head of Investor Relations Head of Public RelationsMobile: +44 (0) 7974 229 888 Mobile: +44 (0) 7974 229 462 Mobile: +44 (0) 7976 180 173 This information is provided by RNS The company news service from the London Stock ExchangeRelated Shares:
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