SCOR SE announces an adjustment to the rights of holders of bonds convertible and/or exchangeable into new or existing SCOR shares, coupon 4.125% maturing 2010 (“OCEANEs”).
In accordance with the provisions of Article 22.214.171.124 (4) of the offering and listing prospectus of the OCEANEs (ISIN code FR0010098194) approved by the Autorité des Marchés Financiers on June 24, 2004 under the number 04-627 (the “Prospectus”), starting from the date of publication of the corresponding Euronext notice, the Conversion/Exchange Ratio (as defined in the Prospectus) shall be adjusted in such a manner that each OCEANE shall give entitlement, via exchange or conversion, to 0.117 SCOR shares (amounting to a conversion price of EUR 17.09 per SCOR share).
As fractional entitlements may result from the new Conversion/Exchange Ratio, it is specified that each bondholder that exercises its conversion right, shall be entitled to the delivery of:
- either the nearest lower whole number of shares, in which case the bondholder receives a cash payment equal to the value of the corresponding fractional entitlement, assessed on the basis of the Euronext Paris opening price of the SCOR shares on the last trading day of the calendar month in which the bondholder exercises its conversion right and during which SCOR shares are listed;
- or the nearest higher whole number of shares, on condition of payment to the Company of an amount equal to the value of the additional fractional entitlement thereby requested, calculated on the basis set out in the preceding paragraph.
Should the bondholder fail to state his choice of option, he/she shall receive the number of SCOR shares rounded down to the nearest whole number, plus the remainder in cash as described above.
Additional information is available in the notice to be published by SCOR in the Bulletin des Annonces légales obligatoires on September 11, 2009.
The new ratio, as well as the method for the settlement of any fractional entitlements concerning the OCEANEs, shall continue to apply for so long as such OCEANEs remain in circulation, unless modified by the Company.
Bondholders are reminded that they may exercise their conversion rights at any time up until December 22, 2009 (i.e. the seventh business day prior to the normal redemption date set at January 1st, 2010) subject notably to the potential application of the provisions set out in the Prospectus in relation to the suspension of the conversion/exchange right or the early redemption of OCEANEs). Bondholders must file any requests for exchange or conversion with BNP Paribas Securities Services.