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
outstanding(1) |
Outcome of
Meeting |
£210,000,000 5.00 per
cent. Guaranteed Secured Fixed Rate Notes due 30 April 2023
unconditionally and irrevocably guaranteed by OAL (“2023
Notes”) |
XS1223283091 |
£210,000,000 |
Migration Proposal
Passed
Ratings Proposal Passed |
£240,000,000 4.00 per
cent. Guaranteed Secured Notes due March 2026 unconditionally and
irrevocably guaranteed by OAL (“2026 Notes”) |
XS1732478000 |
£240,000,000 |
Migration Proposal
Passed
Ratings Proposal Passed |
- 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.