31st Jul 2012 08:30
31 July 2012
CABLE & WIRELESS WORLDWIDE PLC ANNOUNCES PUBLICATION OF NOTICE TO HOLDERS OF £230,000,000 5.75 PER CENT. CONVERTIBLE BONDS
Cable & Wireless Worldwide plc (the Issuer) announces that it has published a notice (the Notice) to the holders of its £230,000,000 5.75 per cent. Convertible Bonds due 2014 (ISIN: XS0468712863 / Common Code: 046871286) (the Convertible Bonds).
Adjustment of Conversion Price
Pursuant to a scheme of arrangement (the Scheme) of the Issuer becoming effective on 27 July 2012 in connection with an offer by Vodafone Europe B.V. (Vodafone) for the entire issued and to be issued share capital of the Issuer, the Conversion Price will be adjusted from £1.02 per Ordinary Share to £0.88 per Ordinary Share as a result of a Change of Control of the Issuer. The Change of Control Conversion Price will be effective from and including 27 July 2012 until and including 29 September 2012 (being the last day of the Change of Control Period).
Additional Information
Pursuant to the Scheme, the premium listing and admission to trading of the Ordinary Shares was suspended from 7.30 a.m. on 26 July 2012 and then cancelled from 8.00 a.m. on 30 July 2012. The closing price of the Ordinary Shares on 25 July 2012 (being the last day on which a price for the Ordinary Shares was available) was 37.92 pence per Ordinary Share.
In accordance with the articles of association of the Issuer, where holders of Bonds exercise their Conversion Rights after 6.00p.m. on 25 July 2012 (being the Scheme Record Time), no new Ordinary Shares will be delivered to them and instead such holders will receive 38 pence in cash for each Ordinary Share to which they are entitled.
Redemption
As a result of the Change of Control and in accordance with Condition 7.5, the holder of each Bond will have the right to require the Issuer to redeem each Bond at its principal amount, together with accrued and unpaid interest to (but excluding) the date of redemption on 12 October 2012 (being the Change of Control Put Date). To exercise these rights of redemption, the holder of the relevant Bond must deliver it, together with all Coupons relating to it which mature after the Change of Control Put Date to the Paying and Conversion Agent, together with a Change of Control Put Exercise Notice (which can be obtained from the Paying and Conversion Agent during normal business hours until 29 September 2012).
Holders of the Bonds are reminded that, pursuant to Condition 7.2(b), if at any time Conversion Rights shall have been exercised and/or purchases (and corresponding cancellations) and/or redemptions effected in respect of 85 per cent. or more in principal amount of the Bonds originally issued, the Issuer has the right on giving not less than 45 nor more than 60 days' notice, to redeem all of the Bonds that remain outstanding at their principal amount, together with accrued but unpaid interest to the date for redemption.
Paying and Conversion Agent
BNP Paribas Securities Services, Luxembourg Branch, 33, rue de Gasperich, Howald-Hesperange, L-2085, Luxembourg.
Defined Terms
Unless otherwise defined in this announcement, terms used in this announcement have the meanings given to them in the terms and conditions of the Bonds set out in Schedule 1 of the Trust Deed dated 24 November 2009 (as amended).
This announcement is given by:
Cable & Wireless Worldwide plc
Worldwide HouseWestern RoadBracknellRG12 1RW
Contacts
CABLE&WIRELESS WORLDWIDE |
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Matt Hotson | Head of Investor Relations | +44 (0) 7822 873039 | |
Carol Power | Group Treasurer | +44 (0) 7822 805745 |
Related Shares:
Barclays 25