11JS Anglian Osp 28

 
TIDM11JS 
 
THIS ANNOUNCEMENT RELATES TO THE DISCLOSURE OF INFORMATION THAT QUALIFIED OR 
MAY HAVE QUALIFIED AS INSIDE INFORMATION WITHIN THE MEANING OF ARTICLE 7(1) OF 
THE MARKET ABUSE REGULATION (EU) 596/2014, AS AMENDED BY THE MARKET ABUSE 
(AMENDMENT) (EU EXIT) REGULATIONS 2019 (SI 2019/310) ("MAR"), AS IT FORMS PART 
OF UK DOMESTIC LAW ("UK MAR") BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 
2018, ENCOMPASSING INFORMATION RELATING TO THE CONSENT SOLICITATIONS AND THE 
PROPOSALS DESCRIBED BELOW. 
 
THIS NOTICE IS IMPORTANT AND REQUIRES THE IMMEDIATE ATTENTION OF NOTEHOLDERS. 
IF NOTEHOLDERS ARE IN ANY DOUBT AS TO THE ACTION THEY SHOULD TAKE, THEY SHOULD 
SEEK THEIR OWN FINANCIAL AND LEGAL ADVICE IMMEDIATELY, INCLUDING IN RESPECT OF 
ANY TAX CONSEQUENCES, FROM THEIR BROKER, BANK MANAGER, SOLICITOR, ACCOUNTANT OR 
OTHER INDEPENDENT FINANCIAL, TAX OR LEGAL ADVISER. 
 
7 September 2021 
 
ANGLIAN WATER (OSPREY) FINANCING PLC 
 
(incorporated with limited liability under the laws of England and Wales under 
registered number 7476767) 
(Legal Entity Identifier: 21380072JDZ74GW9ZY87) 
 (the "Issuer") 
 
                         Notice of Results of Meetings 
 
                             of the holders of the 
 
 £210,000,000 5.00 per cent. Guaranteed Secured Fixed Rate Notes due 30 April 
 2023 (ISIN: XS1223283091) (the "2023 Notes") and £240,000,000 4.00 per cent. 
Guaranteed Secured Notes due March 2026 (ISIN: XS1732478000) (the "2026 Notes", 
   and together with the 2023 Notes, the "Notes"), each unconditionally and 
 irrevocably guaranteed by Osprey Acquisitions Limited and issued pursuant to 
 the Issuer's £10,000,000,000[1] Guaranteed Secured Medium Term Note Programme 
 
                     of the Issuer presently outstanding. 
 
On 16 August 2021, the Issuer announced invitations to holders of the Notes 
(the "Noteholders") described in the table below to consent to, in respect of 
each Series of Notes: (i) the migration of the Notes from the existing 
financing platform to the Issuer and OAL's recently established ring-fenced 
investment grade financing platform (the "Migration Proposal") and to make 
changes to the Trust Deed (including to the Conditions of the Notes) in order 
to effect such Migration Proposal, and (ii) the submission by the Issuer of a 
request to Moody's Investors Service Limited ("Moody's") to discontinue rating 
the respective Series of Notes (the "Ratings Proposal", and together with the 
Migration Proposal, the "Proposals" and each a "Proposal"), each by way of 
approving a separate extraordinary resolution in respect of each Proposal (each 
an "Extraordinary Resolution"), all as further described in the Consent 
Solicitation Memorandum prepared by the Issuer dated 16 August 2021 (the " 
Consent Solicitation Memorandum" and each such invitation in respect of a 
Series, a "Consent Solicitation" and together, the "Consent Solicitations"). 
Meetings of the Noteholders of each Series of Notes (the "Meetings") were held 
earlier today and the Issuer now announces the results of the Meetings. 
 
Capitalised terms used but not defined in this notice of results of meetings 
shall have the meanings given to them in the Consent Solicitation Memorandum. 
 
     Details of the Notes              ISIN            Principal amount     Outcome of 
                                                        outstanding(1)        Meeting 
 
  £210,000,000 5.00 per cent.      XS1223283091          £210,000,000        Migration 
 Guaranteed Secured Fixed Rate                                               Proposal 
    Notes due 30 April 2023                                                   Passed 
unconditionally and irrevocably                                               Ratings 
guaranteed by OAL ("2023 Notes                                               Proposal 
              ")                                                              Passed 
 
  £240,000,000 4.00 per cent.      XS1732478000          £240,000,000        Migration 
 Guaranteed Secured Notes due                                                Proposal 
March 2026 unconditionally and                                                Passed 
 irrevocably guaranteed by OAL                                                Ratings 
        ("2026 Notes")                                                       Proposal 
                                                                              Passed 
 
 1. No Notes of any Series are owned or controlled, directly or indirectly, by 
    the Issuer. 
 
Results of the Meetings 
 
Notice is hereby given to Noteholders that, at the Meetings, each of the 
Extraordinary Resolutions in respect of the 2023 Notes and the 2026 Notes were 
duly passed. Therefore, in respect of the Migration Proposal for the 2023 Notes 
and the 2026 Notes, the Supplemental Trust Deed and accession memorandum in 
respect of each Series will be executed by the parties thereto and the 
modifications to the Trust Deed of each relevant Series will become effective 
as of 7 September 2021. Furthermore, in respect of the Ratings Proposals, the 
Issuer will submit a written request to Moody's to discontinue rating each 
Series of Notes. Following the execution and delivery of the Supplemental Trust 
Deeds and accession memoranda implementing the Migration Proposals, the Consent 
Conditions will be satisfied. 
 
Notwithstanding the approval of the Ratings Proposal by way of Extraordinary 
Resolution at the Meetings, there can be no assurance from any person that 
Moody's will in fact withdraw and discontinue their rating of that Series, and 
notwithstanding the outcome of the Extraordinary Resolution in respect of the 
Ratings Proposal, Moody's may continue to rate the Notes (or a Series of Notes) 
until their maturity date. 
 
Participation Fee 
 
No later than the fifth Business Day following the date of this notice, the 
Issuer will pay the Participation Fee or Ineligible Noteholder Fee, as 
applicable, to each of the Noteholders who submitted a valid Consent 
Instruction or a valid Ineligible Noteholder Instruction in respect of the 
Extraordinary Resolution relating to the Migration Proposal of the relevant 
Series and which was validly received by the Tabulation Agent by the Expiration 
Deadline and in accordance with terms set out in the Consent Solicitation 
Memorandum. 
 
DISCLAIMER This announcement must be read in conjunction with the Consent 
Solicitation Memorandum. This announcement and the Consent Solicitation 
Memorandum contain important information which should be read carefully. If any 
Noteholder is in any doubt about any aspect of these proposals and/or the 
action it should take, it is recommended to seek its own financial, legal, 
regulatory or other advice, including as to any tax consequences, from its 
stockbroker, bank manager, solicitor, accountant, independent or other adviser 
authorised under the Financial Services and Markets Act 2000, as amended (if in 
the United Kingdom) or from another appropriately authorised independent 
financial adviser and such other professional advice from its own professional 
advisers as it deems necessary. 
 
General 
 
The release, publication or distribution of this announcement and the Consent 
Solicitation Memorandum in certain jurisdictions may be restricted by law and 
therefore persons in such jurisdictions into which this announcement is 
released, published or distributed should inform themselves about and observe 
such restrictions. 
 
Nothing in this announcement or the Consent Solicitation Memorandum constitutes 
or form part of an offer to sell or the solicitation of an offer to buy or 
subscribe to any securities, nor shall there be any sale of securities in any 
jurisdiction in which such offer, solicitation or sale would be unlawful prior 
to registration or qualification under the securities laws of any such 
jurisdiction. Neither this announcement nor the Consent Solicitation Memorandum 
is an offer of securities for sale into the United States. None of the Issuers, 
the Note Trustee, the Solicitation Agents or the Tabulation Agent will incur 
any liability for its own failure or the failure of any other person or persons 
to comply with the provisions of any such restrictions. 
 
Each Noteholder is solely responsible for making its own independent appraisal 
of all matters as such Noteholder deems appropriate (including those relating 
to the relevant Consent Solicitation(s), and the relevant Extraordinary 
Resolution(s)). The Tabulation Agent and the Solicitation Agents are the agents 
of the Issuer and owe no duty to any Noteholder, and do not accept any 
responsibility for the contents of this announcement. 
 
The Solicitation Agents 
 
Barclays Bank PLC 
5 The North Colonnade 
Canary Wharf 
London E14 4BB 
United Kingdom 
 
Telephone:            +44 20 3134 8515 
Attention:              Liability Management Group 
Email:                   eu.lm@barclays.com 
 
Lloyds Bank Corporate Markets plc 
 
10 Gresham Street 
London EC2V 7AE 
United Kingdom 
 
Telephone:            +44 20 7158 1726 / 1719 
Attention:              Liability Management Group 
Email:                    liability.management@lloydsbanking.com 
 
Tabulation Agent 
 
Lucid Issuer Services Limited 
The Shard 
 
32 London Bridge Street 
 
London SE1 9SG 
United Kingdom 
 
Telephone:            +44 20 7704 0880 
Attention:             Arlind Bytyqi / Jacek Kusion 
Email:                    anglianwater@lucid-is.com 
 
[1]    Please note that the programme size was £1,000,000,000 at the time of 
the issuance of the Notes and this has subsequently been increased to £ 
10,000,000,000. 
 
 
 
END 
 
 

(END) Dow Jones Newswires

September 07, 2021 05:50 ET (09:50 GMT)

Anglian Osp 28 (LSE:11JS)
Historical Stock Chart
From May 2024 to Jun 2024

Anglian Osp 28 (LSE:11JS)
Historical Stock Chart
From Jun 2023 to Jun 2024