Loan Note Alternative. Under the Loan Note Alternative, eligible Scheme Shareholders may elect in respect of all or part of their Scheme Shares to receive Loan Notes in lieu of part or all of the cash consideration to which they would otherwise be entitled under the terms of the Cash Offer. The Loan Note Alternative will be made available on the basis of £1.00 nominal value for every £1.00 of cash to which a Scheme Shareholder would otherwise be entitled. To the extent that any Loan Note Alternative elections cannot be satisfied in full, they will be scaled down on a pro-rata basis. As a result, Scheme Shareholders who make an election under the Loan Note Alternative will not necessarily know the exact number of Loan Notes they will receive until the settlement of the consideration due to them under the Offer. The eligibility criteria for Scheme Shareholders to be able to elect for the Loan Note Alternative will be set out in the Scheme Document.
Loan Note Alternative. Charter Shareholders (other than certain Overseas Shareholders) will be entitled to elect to receive Loan Notes instead of all or part of the cash consideration to which they would otherwise be entitled under the terms of the Acquisition. The Loan Note Alternative will be made available on the following basis: for every whole £1 in cash consideration £1 nominal value of Loan Notes The Loan Notes will be governed by English law and will be issued, credited as fully paid, in integral multiples of £1 nominal value. The Loan Notes will have the benefit of an unsecured guarantee from Colfax in respect of all obligations for the life of the Loan Notes. All fractional entitlements to the Loan Notes will be disregarded and will not be issued. The Loan Notes will be non-transferable other than to privileged relations and family trusts and no application will be made for them to be listed or dealt in on any stock exchange. The Loan Notes will not be qualifying corporate bonds. The Loan Notes will bear interest from the date of issue to the relevant holder of the Loan Notes at a rate per annum of 0.50 per cent. below LIBOR. Interest will be payable semi-annually on 30 June and 31 December each year, or if that day is not a Business Day, on the immediately following Business Day, with the first interest payment date being 30 June 2012 or, if later, at least six months from the date of issue. The Loan Notes will be redeemable at par (together with accrued interest less any tax required by law to be withheld or deducted therefrom) in whole or in part, for cash at the option of the noteholders on 30 June 2012 and subsequently semi-annually on 30 June and 31 December each year (or, if that day is not a Business Day, on the immediately following Business Day). In certain circumstances, Bidco will have the right to redeem all of the Loan Notes. If not previously redeemed, the final redemption date will be the date falling five (5) years after the Effective Date. No Loan Notes will be issued unless, on or before the Effective Date, valid elections have been received in respect of at least £2 million in nominal value of Loan Notes. If insufficient elections are received, Charter Shareholders electing for the Loan Note Alternative will instead receive cash in accordance with the terms of the Acquisition. If at any time after 30 June 2012 (or, if later, six months from the date of issue), the outstanding nominal amount of Loan Notes is equal to or less than £2 million, Bidco wi...
Loan Note Alternative. The Loan Note Alternative is being made available to Scheme Shareholders (other than Excluded Overseas Shareholders, Restricted Overseas Shareholders and Partially Restricted Overseas Shareholders) enabling them to take Loan Notes instead of all or part of the Cash Consideration to which they would otherwise be entitled. The Loan Note Alternative is being made available on the basis that each Scheme Shareholder can elect to receive for each Scheme Share, 564 Loan Notes each having a nominal value of £0.01. It is expected that, shortly following the Effective Date, CH2M HILL will substitute in its place as principal debtor under the Loan Notes, a company which is not a member of the CH2M HILL Group. Such substitution shall take place in accordance with the terms of the Loan Notes as described in paragraph 10 of Part 7 of this document and does not require the consent of the holders of such Loan Notes. The Loan Notes will be governed by English law and will be issued, credited as fully paid, in integral multiples of £0.01 nominal value. The Loan Notes will not be transferable other than to certain permitted transferees (that is, relatives or family trusts or, in relation to the Trustees, to a beneficiary of the Halcrow Trust) and no application will be made for them to be listed or dealt in on any stock exchange. The Loan Notes will not be qualifying corporate bonds for United Kingdom taxation purposes for Scheme Shareholders who are not corporates. Unless CH2M HILL decides otherwise, no Loan Notes will be issued unless, on or before the Election Return Time, the aggregate nominal value of all Loan Notes to be issued as a result of valid Elections by Scheme Shareholders electing for the Loan Note Alternative exceeds £10 million. If such aggregate nominal amount is less than £10 million, any such Election shall, unless CH2M HILL decides otherwise, be void and the relevant Scheme Shareholders will receive the cash they would otherwise be entitled to if they had not made an Election under the Loan Note Alternative. The Halcrow Directors strongly advise Scheme Shareholders to seek their own independent financial, tax and legal advice before electing for the CH2M HILL Securities Alternative.
