Dexion Trading Limited January Redemption Offer (1185X)

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RNS Number : 1185X

Dexion Trading Limited

07 January 2014

Dexion Trading Limited

7 January 2014

January Redemption Offer

During the period 1 October 2013 to 31 December 2013 the Company's shares traded at an average discount to NAV of 3.37per cent. Therefore the Directors have determined, in accordance with the discount control policy set out in the Company's Circular dated 23 October 2013 ("Circular"), to offer Shareholders (other than Restricted Shareholders) a further Redemption Offer at NAV (less costs) for up to 30 per cent. of the Shares in issue (excluding any Shares held in treasury) as at the Record Date.

The additional terms and conditions of the Redemption Offer are set out in Part III of the Circular. The procedure for tendering Shares for redemption is set out in the Annex to this Announcement.

Expected Timetable

 
                                        2014 
Opening Date - Redemption Offer         9.00 a.m. on 8 January 
 opens 
Closing Date - Redemption Offer         1.00 p.m. on 7 February 
 closes 
Record Date - participation in          5.00 p.m. on 7 February 
 the Redemption Offer 
Redemption Date                         28 February 
Payment of Redemption Offer redemption  By 31 March 
 monies (expected) 
 

Enquiries:

 
Robin Bowie / Ana Haurie    Tel: [phone] 
 Dexion Capital Plc 
Carol Kilby                 Tel: [phone] 
 Dexion Capital (Guernsey) 
 Limited 
Stuart Klein                Tel: [phone] 
 Jefferies Hoare Govett 
 
 

Terms used in this announcement shall, unless the context otherwise requires, bear the meanings given to them in the Circular dated 23 October 2013.

Annex

Procedure for tendering Shares for redemption

All Shareholders on the Register at the Record Date (other than Restricted Shareholders) may tender Shares for redemption and the Company will redeem such Shares on the terms and subject to the conditions set out in the Circular, this Announcement and, if relevant, the Redemption Form (which Redemption Form, together with this document, constitutes the Redemption Offer). The Redemption Form will be posted to all certificated shareholders on 8 January 2014; further information can be found on the following web address: http://dexiontrading.com/redemption. The Redemption Form may also be obtained from the Company's receiving agent, Capita Asset Services, Corporate Actions, The Registry, 34 Beckenham Road, Beckenham, Kent BR3 4TU.

Subject to the Redemption Offer becoming unconditional as set out in the Circular, unless the Redemption Offer has been or is terminated in accordance with the provisions of the Circular or this Announcement, the Company will accept offers of Shares by Eligible Shareholders validly made in accordance with these terms and conditions, on the basis that each Eligible Shareholder will be entitled to redeem up to all of its Basic Entitlement.

Upon the Redemption Offer becoming unconditional (and not having been terminated), the Company will accept valid offers of Shares on the following basis:

(a) each Shareholder (other than Restricted Shareholders) on the Register at the close of business on the Record Date will be entitled to redeem up to its Basic Entitlement in full; and

(b) Shareholders (other than Restricted Shareholders) may tender for redemption Shares in excess of their Basic Entitlement. Such excess redemption requests will be satisfied to the extent that other Shareholders tender for redemption Shares in respect of less than the whole of their Basic Entitlement (or do not tender Shares at all), pro rata in proportion to the amount in excess of the Basic Entitlement tendered (rounded down to the nearest whole number of Shares).

There are different procedures for tendering Shares depending on whether Shares are held in certificated or uncertificated form.

Shareholders who are in any doubt as to how to complete a Redemption Form or as to the procedure for redeeming Shares, should contact the Receiving Agent by telephone on 0871 664 0321 or, if, calling from outside the UK, on [phone]. Calls to the Capita Asset Services 0871 664 0321 number are charged at 10 pence per minute (including VAT) plus any of the service provider's network extras. Calls to the Capita Asset Services [phone] number from outside the UK are charged at applicable international rates. Different charges may apply to calls made from mobile telephones and calls may be recorded and monitored randomly for security and training purposes.

Shareholders are reminded that if they are a CREST sponsored member, they should contact their CREST sponsor before taking any action.

For Shares held in certificated form (that is, not in CREST)

To tender for redemption Shares held in certificated form, Shareholders must complete, sign and have witnessed the Redemption Form.

The completed, signed and witnessed Redemption Form should be sent either by post or by hand (during normal business hours only) along with the relevant Share certificate(s) to the Receiving Agent at Capita Asset Services, Corporate Actions, The Registry, 34 Beckenham Road, Beckenham, Kent BR3 4TU, as soon as possible and, in any event, so as to be received no later than 1.00 p.m. on 7 February 2014.

If all of the Share certificate(s) and/or other documents of title are not readily available (for example, if they are with a stockbroker, bank or other agent) or are lost, the Redemption Form should nevertheless be completed, signed and returned as described above so as to be received by Capita Asset Services, Corporate Actions, The Registry, 34 Beckenham Road, Beckenham, Kent BR3 4TU, not later than 1.00 p.m. on 7 February 2014 together with any Share certificate(s) and/or documents of title available, accompanied by a letter of explanation stating that the (remaining) Share certificate(s) and/or other document(s) of title will be forwarded as soon as possible thereafter and, in any event, not later than 1.00 p.m. on 7 February 2014. If one or more Share certificate(s) and other document(s) of title have been lost, Shareholders should write to Capita Asset Services, The Registry, 34 Beckenham Road, Beckenham, Kent BR3 4TU for a letter of indemnity in respect of the lost Share certificate(s) which, when completed in accordance with the instructions given, should be returned to Capita Asset Services so as to be received not later than 1.00 p.m. on 7 February 2014.

For Shares held in uncertificated form (that is, in CREST)

To tender for redemption Shares held in uncertificated form, Shareholders should take (or procure to be taken) the action set out below to transfer (by means of a TTE Instruction) the number of Shares which Shareholders wish to have redeemed under the Redemption Offer to an escrow balance, specifying Capita Asset Services (in its capacity as a CREST receiving agent under its participant ID and Member Account ID referred to below) as the escrow agent as soon as possible and, in any event, so that the transfer to escrow settles by not later than 1.00 p.m. on 7 February 2014. The Company shall be entitled (in its sole discretion) to accept late transfers to escrow.

Shareholders who are CREST sponsored members should refer to their CREST sponsor before taking any action. The CREST sponsor will be able to confirm details of a Shareholder's Participant ID and the member account ID under which Shares are held. In addition, only the Shareholder's CREST sponsor will be able to send a TTE Instruction to Euroclear UK in relation to the Shares which a Shareholder wishes to tender. Shareholders should send (or, if they are a CREST sponsored member, procure that their CREST sponsor sends) a TTE Instruction to Euroclear UK, which must be properly authenticated in accordance with Euroclear UK's specification and which must contain, in addition to other information that is required for the TTE Instruction to settle in CREST, the following details:

   --      the number of Shares to be transferred to an escrow balance; 
   --      the Member Account ID under which the Shares are held; 
   --      the Shareholder's CREST participant ID; 

-- the participant ID of the escrow receiving agent, in its capacity as a CREST receiving agent. This is RA10;

   --      the Member Account ID of the escrow receiving agent. This is 28161DEX; 

-- the intended settlement date for the transfer to escrow. This should be as soon as possible and, in any

event, by no later than 1.00 p.m. on 7 February 2014;

   --      the Corporate Action Number of the Redemption Offer, which is allocated by CREST; 
   --      the ISIN of the Shares, which GB00B0378141; 
   --      input with the standard delivery instruction, priority 80; and 
   --      a contact name and telephone number in the shared note field. 

After settlement of the relevant TTE Instruction, Shareholders will not be able to access the Shares concerned in CREST for any transaction or for charging purposes, notwithstanding that they will be held by the Receiving Agent as escrow agent for the Redemption Offer until completion or lapsing of the Redemption Offer. Provided that the Redemption Offer is not terminated, the Redeemed Shares will be cancelled.

Shareholders do not need to complete or submit a Redemption Form if the Shares they wish to tender for redemption are in uncertificated form.

Shareholders are recommended to refer to the CREST manual published by Euroclear UK for further information on the CREST procedures outlined above.

Shareholders should note that Euroclear UK does not make available special procedures, in CREST, for any particular corporate action. Normal system timings and limitations will therefore apply in connection with a TTE Instruction and its settlement. Shareholders should therefore ensure that all necessary action is taken by them (or by their CREST sponsor) to enable a TTE Instruction relating to the Shares Shareholders wish to have redeemed to settle prior to 1.00 p.m. on 7 February 2014. In this regard, Shareholders are referred in particular to those sections of the CREST Manual concerning practical limitations of the CREST system and timings. The Company shall be entitled (in its sole discretion) to accept late TTE Instructions to settle.

Deposits of Shares into, and withdrawal of Shares from, CREST

Normal CREST procedures (including timings) apply in relation to any Shares that are, or are to be, converted from uncertificated to certificated form, or from certificated to uncertificated form, during the course of the Redemption Offer (whether such conversion arises as a result of a transfer of Shares or otherwise). Eligible Shareholders who are proposing to convert any such Shares are recommended to ensure that the conversion procedures are implemented in sufficient time to enable the person holding or acquiring Shares as a result of the conversion to take all necessary steps in connection with such person's participation in the Redemption Offer (in particular, as regards delivery of Share certificates and/or other documents of title or transfers to an escrow balance as described above) prior to 1.00 p.m. on 7 February 2014.

Shareholders who are in any doubt as to how the complete a Redemption Form or as to the procedure for tendering Shares for redemption, should contact the Receiving Agent by telephone on 0871 664 0321 or, if, calling from outside the UK, on [phone]. Calls to the Capita Asset Services 0871 664 0321 number are charged at 10 pence per minute (including VAT) plus any of the service provider's network extras. Calls to the Capita Asset Services [phone] number from outside the UK are charged at applicable international rates. Different charges may apply to calls made from mobile telephones and calls may be recorded and monitored randomly for security and training purposes. Capita Asset Services cannot provide advice on the merits of the offer or give any financial, legal or tax advice. Shareholders are reminded that, if they are a CREST sponsored member, they should contact their CREST sponsor before taking any action.

Shareholders should note that once tendered for redemption, Shares, whether certificated or uncertificated, may not be sold, transferred, charged or otherwise disposed of.

This information is provided by RNS

The company news service from the London Stock Exchange

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