COMPANY ANNOUNCEMENT
CEIBA Investments Limited
Registered No: 30083
Re: Warrants 2007 to Subscribe for Ordinary Shares
In accordance with the terms and conditions of the outstanding Warrants 2007 to subscribe for Ordinary Shares of EUR0.10 each (“Ordinary Shares”) in the capital of the Company (‘Warrants’), we are writing to notify you that each registered holder of a Warrant or Warrants has the right to subscribe on 8 November 2010 for one Ordinary Share in respect of each Warrant held at the price of EUR1.20 payable in full on subscription. This is the final opportunity that holders of Warrants will be able to exercise their subscription rights, subject to the terms and conditions of the Warrants.
In order to exercise subscription rights, in whole or in part, the registered holder of a certificated Warrant or Warrants must lodge the Warrant certificate or certificates at the offices of Anson Registrars Limited, PO Box 405, Anson Place, Mill Court, La Charroterie, St Peter Port, Guernsey, GY1 3GF on or within the 28 days prior to 8 November 2010 (but not later than 3.00pm on that date) having completed the Exercise Notice attached to the certificate, specifying the number of Warrants in respect of which the subscription rights are exercised and accompanied by a remittance (made payable to Anson Registrars Limited) for the aggregate subscription price, at EUR1.20 per Ordinary Share, for the Ordinary Shares in respect of which the subscription rights are exercised.
Remittance for exercise may also be paid by telegraphic transfer in EUR to:
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Bank: |
Barclays Private Clients International Limited |
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Sort Code: |
20-35-32 |
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Account Number: |
73838400 |
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Account: |
Anson Registrars Euro Acceptance Account |
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IBAN: |
IBAN GB04 BARC 2035 3273 8384 00 |
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SWIFTBIC: |
BARCGB22 For onward credit to BARCGGS1 |
Exercise notices may be sent by fax to +44 1481 729829, however original documentation must be received by post by the subscription date of 8 November 2010, along with your remittance.
Holders of Warrants whose warrants are held or settled within CREST may submit their Warrants for conversion via CREST. Holders of Warrants or their CREST sponsors should submit a USE instruction, properly completed and authenticated in accordance with Euroclear UK & Ireland Limited’s specifications. For the purposes of completing the USE instruction, the participant ID of Anson Registrars Limited is 7RA80 and the member account ID of Anson Registrars Limited is CEIBA. The corporate action number will be allocated by Euroclear UK & Ireland Limited and can be found by viewing the relevant corporate action details. The intended settlement date for the USE must be on or before 3.00 p.m. on 8 November 2010.
Please note that holders of Warrants submitting their Warrants for conversion via CREST must still complete and submit the Exercise Notice, and remit subscription monies, as described above.
Once lodged, an Exercise Notice is irrevocable save with the consent of the Directors of the Company.
Ordinary Shares issued pursuant to the exercise of subscription rights will be allotted no later than 23 November 2010, with effect from 8 November 2010 and certificates in respect of such Ordinary Shares will be issued free of charge and despatched (at the risk of the persons entitled thereto) within 28 days of the subscription date to the person in whose name the Warrants are registered at the date of such exercise (or if more than one, to one of them which shall be sufficient dispatch for all) or (subject as provided by law) to such other person as may be named in the Form of Nomination which accompanies this letter. Ordinary shares issued pursuant to the exercise of subscription rights via the CREST system will be delivered via CREST no later than 23 November 2010.
Pending the issue of share certificates, transfers will be certified against the register. In the event of a holder of Warrants exercising subscription rights conferred by some, but not all, of the Warrants comprised in a Warrant certificate, the Company shall at the same time as the issue of the share certificates issue a new Warrant certificate in the name of the registered holder for any balance of the Warrants with subscription rights remaining exercisable. If any certificates have been lost, default or destroyed, you should write to the Registrar advising us of this and requesting us to send a letter of indemnity for completion and return.
Ordinary Shares resulting from the exercise of Warrants will not rank for any dividends or other distributions declared, paid or made on the Ordinary Shares by reference to a record date which is prior to the relevant Subscription Date but, subject thereto, will rank in full for all dividends and other distributions in respect of the then current financial year thereafter and pari passu in all other respects with the Ordinary Shares in issue on the relevant Subscription Date.
Warrant holders should consult their professional advisers if they are in any doubt as to the potential tax and other consequences of converting their Warrants into Ordinary Shares in the Company.
The Directors of CEIBA Investments Limited make no recommendation as to whether or not you should exercise your subscription rights on this occasion.
For further information, please contact the Administrators of the Company:
Ardel Fund Services Limited
Frances House
Sir William Place
St.PeterPort
Guernsey
Matt Coutanche / Emma Clayton
Telephone: +44 (1481) 723573
Fax: +44 (1481) 732131
Sponsor:
Carey Commercial Limited
2nd Floor, Elizabeth House
Les Ruettes Braye
St Peter Port, Guernsey
GY1 1EW
Matt Palmer
Telephone: +44 (1481) 737268
Fax: +44 (1481) 738968
END OF ANNOUNCEMENT