Adjustment of conversion price of Balfour Beatty 1.875% convertible bonds.

£252.7 million 1.875% Convertible Bonds due 2018

XS0994825916
Initial Issue £252,700,000

The £252.7 million Guaranteed Convertible Bonds were issued by Balfour Beatty Finance No.2 Limited, a wholly-owned subsidiary of Balfour Beatty plc, on 3 December 2013. The Convertible Bonds are guaranteed by Balfour Beatty plc.

The Convertible Bonds will mature on 3 December 2018 unless converted, redeemed or purchased and cancelled prior thereto and are convertible into ordinary shares of Balfour Beatty plc (the “Ordinary Shares”).

The initial conversion price was £3.6692 per Ordinary Share. The conversion price may be adjusted from time to time in accordance with the terms and conditions of the Convertible Bonds, including when Balfour Beatty plc pays any dividend in respect of its Ordinary Shares in excess of a 3.5% yield threshold. Notice is hereby given that in respect of the 2013 Final Dividend, announced by the Company on 6 March 2014, the conversion price was adjusted from £3.6692 to £3.6212 per Ordinary Share with effect from 23 April 2014.

The Convertible Bonds bear interest at the rate of 1.875 per cent. per annum payable semi-annually in arrears on 3 June and 3 December each year.  

The Bonds were admitted to the Official List of the Channel Islands Securities Exchange Authority Ltd on 20 February 2014.

Issuer, Guarantor, Trustee and Principal Paying, Transfer and Conversion Agent

Issuer:
Balfour Beatty Finance No.2 Limited
47 Esplanade, St Helier
Jersey, JE1 0BD

Guarantor: 
Balfour Beatty plc
5 Churchill Place
Canary Wharf
London
E14 5HU

Trustee:
BNY Mellon Corporate Trustee Services
Limited One Canada Square
London, E14 5AL

Principal Paying, Transfer and Conversion Agent:
The Bank of New York Mellon, London Branch
One Canada Square
London, E14 5AL