3% Subordinated Convertible Bonds 2005 due 2012 with a principle amount of € 115,000,000 of USG People N.V.
In compliance with the provisions of article 33, paragraph 2 of the trust deed executed before Mr. R.J.J. Lijdsman on 18 October 2005, we report as follows.
The bonds with a nominal value of € 1,000 each are evidenced by a single global certificate in an aggregate principal amount of € 115,000,000.
Unless previously purchased, redeemed or converted as provided in the trust deed, the bonds will be redeemed at par on 18 October 2012. Until 11 October 2012 the bonds are convertible into ordinary shares USG People N.V. of € 0.50 nominal value at a conversion price of € 17.40, subject to adjustment in accordance with the provisions of the trust deed.
During the year 2010 no bonds have been redeemed, purchased and cancelled and no bonds were offered for conversion. The outstanding amount of the bonds per 31 December 2010 was € 114,999,000.
USG People N.V. is authorized to redeem the bonds in whole at their principal amount:
- on or after 18 October 2010, provided that the closing prices of the ordinary shares USG People N.V. on Eurolist by Euronext Amsterdam on each of not less then 20 trading days in any period of 30 consecutive trading days shall have been at least 130% of the conversion price then in effect;
- at any time if less then 10% in principal amount of bonds originally issued is outstanding.
In case of a “Change of Control” as referred in article 5 of the trust deed the bonds are at the option of the bondholder redeemable at par together with interest accrued.
Amsterdam, 13 January 2011
ANT Trust & Corporate Services N.V.
L.J.J.M. Lutz