Early Redemption Notice
May 08 2001 - 1:51PM
UK Regulatory
RNS Number:2846D
LASMO PLC
8 May 2001
LASMO plc
8 May 2001
#90,000,000 LASMO plc ("LASMO") 7 3/4 per cent. Convertible Bonds due 2005
("the Bonds")
Early Redemption Notice
NOTICE IS HEREBY GIVEN in accordance with Condition 6(B) of the Terms and
Conditions of the Bonds that LASMO has elected to redeem all of the
outstanding Bonds on 8 June 2001 (the "Redemption Date") at #1,000 per #1,000
nominal amount together with interest accrued to the Redemption Date.
Payments of principal and interest on the Bonds will be made against
presentation and surrender of Bonds and unmatured Coupons at the specified
office of any of the Paying and Conversion Agents listed below. Unmatured
Coupons relating to such Bonds (whether or not attached or delivered) shall
become void and no payment shall be made in respect of them. Where any Bond is
presented for redemption without all unmatured Coupons relating to it, the
full amount of any missing unmatured Coupon will be deducted from the amount
due for payment. Any amount so deducted will be paid in the manner mentioned
against presentation and surrender of the relevant missing Coupon at any time
thereafter, but before the expiry of ten years from the Redemption Date or, if
later, five years from the date of payment stated on such Coupon.
Bondholders are reminded that on 21 December 2000 it was announced that Agip
Investments plc ("Agip") (a wholly-owned subsidiary of Eni S.p.A.) had reached
agreement with LASMO for a recommended cash offer for the entire issued and to
be issued share capital of LASMO at a price of 200p per LASMO ordinary share
(the "Agip Offer"). The Agip Offer was subsequently made by means of an offer
document dated 22 December 2000 (the "Offer Document"). The compulsory
acquisition procedure described in the Offer Document has now been completed.
Bondholders are reminded that, in accordance with Condition 4(A) of the Bonds,
they have the right (the "Conversion Right") at any time up to and including
29 May 2001, being the end of the tenth day prior to the Redemption Date, to
convert the principal amount of such Bond into fully paid ordinary shares of
25p each of LASMO ("Ordinary Shares") at a Conversion Price of 541p per
Ordinary Share. A Conversion Right may be exercised by delivering the relevant
Bond together with all unmatured Coupons appertaining thereto to the specified
office of any Paying and Conversion Agent listed below during, in any case,
its usual business hours, accompanied by a duly signed and completed notice of
conversion in the form obtainable from the specified office of any Paying and
Conversion Agent. As a result of the Agip Offer, and in accordance with the
Articles of Association of LASMO, certificates for Ordinary Shares will not be
issued on conversion and any Ordinary Shares which would be issued upon
conversion will instead be automatically and immediately transferred to Agip
and a consideration of 200p* per share will be despatched within 28 days of
the Conversion Date. Bondholders should note that Bondholders who exercise
Conversion Rights will not be entitled to interest accrued on the Bonds to the
Conversion Date.
Payment per #1,000 nominal of Bonds on redemption:
Capital: #1,000.00
Interest: #52.53
Total: #1,052.53
The price of the last recorded trade for the Bonds as at the days set out
below and the market value for the Ordinary Shares, as derived from the Daily
Official List for the days set out below were as follows:
Date Bond (#) Ordinary Share(#)
1 December 2000 100 1/2% 1.75 1/4
2 January 2001 101 3/8% 1.98
1 February 2001 99 1/2% 1.99 1/2
1 March 2001 100% 1.99
2 April 2001 99.95% 1.80
1 May 2001 99.95% 2.00*
3 May 2001 99.95% 2.00*
*Being the value of one Ordinary Share pursuant to the Agip Offer. The
Ordinary Shares were delisted from the London Stock Exchange and the UK
Listing Authority with effect from close of trading on 2 April 2001.
Bondholders should note the Conversion Price of 541p per Ordinary Share. This
compares with the price of the Agip Offer of 200p per LASMO Ordinary Share.
Thus a Bondholder who elected to convert his Bonds and who received the
resulting cash consideration from Agip in lieu of Ordinary Shares would incur
a loss of 341p per Ordinary Share, as illustrated in the following table:
Conversion Price per Value of an Ordinary Share Loss per Ordinary Share
Ordinary Share under the Agip Offer on conversion
541p 200p 341p
A UK resident Bondholder making an election for conversion and receiving cash
consideration from Agip is likely to incur a tax charge on income in respect
of interest which has accrued but which will not be paid. The loss of 341p per
Ordinary Share referred to above may not be allowable for tax purposes.
If any Bond has been lost, stolen, mutilated, defaced or destroyed, it may be
replaced at the offices of Citibank N.A. as specified below upon payment by
the claimant of the expenses incurred in connection therewith and on such
terms as to evidence and indemnity as LASMO may reasonably require. Mutilated
or defaced Bonds must be surrendered before replacements will be issued.
Bonds and Coupons will become void unless presented for payment within periods
of ten and five years respectively after the Relevant Date (as defined in
Condition 7).
The Trustee, The Law Debenture Trust Corporation p.l.c., has given, and not
withdrawn, its consent to the issue of this notice.
Principal Paying and Conversion Agent
Citibank, N.A.,
Cotton's Centre,
Hays Lane,
London,
SE1 2QT
Paying and Conversion Agents
Citibank, N.A., Citicorp Investment Bank Citicorp Investment Bank
(Luxembourg) S.A., (Switzerland),
Avenue de
Tervuren 249, 16 Avenue Marie-Therese, Bahnhofstrasse 63,
Bl-1150 Brussels Luxembourg CH 8021 Zurich
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