TIDM71GA
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 AMED BY THE MARKET ABUSE
(AMMENT) (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
PROPOSAL DESCRIBED BELOW.
ANGLIAN WATER SERVICES FINANCING PLC
(incorporated with limited liability under the laws of England and Wales under
registered number 4330322)
(Legal Entity Identifier: 213800DL377MH46PDY63)
announces the Consent Solicitations in relation to the Series of Bonds (listed
in the table below) issued by it pursuant to its ?10,000,000,000
Global Secured Medium Term Note Programme
unconditionally and irrevocably guaranteed by
ANGLIAN WATER SERVICES LIMITED
(incorporated with limited liability under the laws of England and Wales under
registered number 2366656) ("AWS")
ANGLIAN WATER SERVICES HOLDINGS LIMITED
(incorporated with limited liability under the laws of England and Wales under
registered number 04330144) ("UK Holdco")
and
ANGLIAN WATER SERVICES UK PARENT CO LIMITED
(an exempted company incorporated under the laws of England and Wales under
registered number 11294507)
("UK Parent Co" and, together with AWS and UK Holdco, the "Obligors" and each,
an "Obligor")
Issuer ISIN Description Principal
amount
outstanding
(1)
Anglian Water XS0890564544 £200,000,000 4.50 per cent. £
Services Financing Guaranteed Class B Unwrapped Bonds 200,000,000
Plc due February 2026 unconditionally
and irrevocably guaranteed by the
Obligors ("2026 Bonds")
Anglian Water XS1577797456 £200,000,000 2.625 per cent. £
Services Financing Guaranteed Class B Unwrapped Bonds 200,000,000
Plc due June 2027 unconditionally and
irrevocably guaranteed by the
Obligors ("2027 Bonds")
(the 2026 Bonds and the 2027 Bonds together, the "Bonds" and each, a "Series")
1. No Bonds of any Series are owned or controlled, directly or indirectly, by
the Issuer or any Obligor.
London, 16 August 2021
Anglian Water Services Financing Plc (the "Issuer") today announces invitations
to holders of the outstanding Bonds in each Series to consent to, in respect of
each Series of Bonds, the re-designation of each Series to class A bonds (the "
Proposal") and to make changes to the Applicable Final Terms in order to effect
the Proposal by approving an extraordinary resolution (each such resolution in
respect of a Series, an "Extraordinary Resolution" and together, the "
Extraordinary Resolutions"), 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").
Capitalised terms used in this announcement and not otherwise defined shall
have the meanings given to them in the Consent Solicitation Memorandum.
Background to the Proposal
Each Series of Bonds was issued pursuant to the ?10,000,000,000 global secured
medium term note programme established by the Issuer (the "Programme") which
forms part of Issuer's and the Obligors' wider secured financing platform (the
"Financing Platform"). Under the Programme, the Issuer has the ability to issue
class A bonds ("Class A Bonds") and class B bonds ("Class B Bonds"). The Class
A Bonds, among other things, rank senior to the Class B Bonds under the
Financing Platform. AWS and its affiliates recently implemented a new
three-tiered financing structure which was announced on 17 June 2021. As part
of the implementation of the new financing structure, the Issuer and AWS
entered into a deed poll pursuant to which both the Issuer and AWS undertook
not to issue, raise, borrow or otherwise be a debtor in respect of any new
Class B debt (including any Class B Bonds) ("Class B Debt") on and from the
date of the deed poll. As a result, the Anglian Water Group structure will not
have any Class B Debt once these Series of Bonds mature by 2027.
The Issuer proposes, by way of a separate Extraordinary Resolution for each
Series, to amend the Applicable Final Terms of each Series of Bonds to allow
the existing Bondholders to re-designate their Bonds from Class B Bonds to
Class A Bonds and benefit from enhanced seniority in the payment priorities
under the Financing Platform, pari passu ranking with other Class A debt
(including any Class A Bonds) ("Class A Debt"), the same voting rights as
existing holders of Class A Bonds and an expected alignment of ratings to the
existing Class A Bonds. If the Extraordinary Resolution for a given Series
passes and the related Proposal is implemented, the commercial terms of the
Bonds of that Series, including coupon, maturity date and other commercial
terms in the Applicable Final Terms for that Series of Bonds, would remain the
same.
Consent Conditions
In respect of each Series of Bonds, the implementation of the Proposed
Amendments will be conditional on:
(a) the relevant Consent Solicitation not having been terminated;
(b) the passing of the Extraordinary Resolution;
(c) the execution and delivery of the relevant Amended Final Terms and
Permitted Non-Core Document Amendment Certificate; and
(d) the quorum required for, and the requisite majority of votes cast
at, the relevant Meeting being satisfied by Eligible Bondholders, irrespective
of any participation at the Meeting by Ineligible Bondholders (including the
satisfaction of such condition at an adjourned Meeting as described in
"Meeting" below, if applicable) (the "Eligibility Condition"),
(in respect of each Consent Solicitation, each a "Consent Condition" and
together, the "Consent Conditions").
The Issuer will announce the results of each Meeting and (i) whether each
Extraordinary Resolution has been passed; and (ii) the satisfaction (or
otherwise) of the relevant Consent Conditions, as soon as reasonably
practicable after the relevant Meeting and following such satisfactions (or
otherwise).
Meetings
The notice convening the Meetings of each Series of Bondholders (the "Notice of
Meetings") to be held via teleconference on 14 September 2021 has been given to
Bondholders in accordance with the applicable Conditions on the date of the
Consent Solicitation Memorandum.
The Meeting for the 2026 Bonds will commence at 9:30 a.m. (London time) and the
Meeting for the 2027 Bonds will commence at 9:45 a.m. (London time) or after
the completion of the preceding Meeting (whichever is later).
Bondholders may choose to attend (via teleconference) the relevant Meeting or
make other arrangements to be represented at the relevant Meeting in accordance
with the provisions for meetings of Bondholders set out in the Applicable Trust
Deed, and as described in the relevant Notice of Meetings.
In light of the ongoing developments in relation to the Covid-19 pandemic, the
Issuer believes it to be inadvisable to hold the relevant Meeting at a physical
location. Accordingly, in accordance with the provisions of the Applicable
Trust Deed it has been agreed that further regulations regarding the holding of
the relevant Meeting will be prescribed providing that each Meeting (and any
relevant adjourned Meeting or Meetings) will be held via teleconference, but
such Bondholders or their representatives will not be permitted to speak or
vote at any such Meeting. In such circumstances, those Bondholders who have
indicated that they wish to attend the relevant Meeting or Meetings will be
provided with further details about attending the relevant Meeting or Meetings
(and any adjourned Meeting(s)) via teleconference. None of the Meetings will be
convened at a physical location.
Bondholders should refer to the Notice of Meetings for full details of the
procedures in relation to the Meetings.
General
Please also note that Anglian Water (Osprey) Financing Plc ("Anglian Water
(Osprey)") has today announced that it is conducting separate consent
solicitations in order to solicit consents from holders of certain notes (the
"Notes") issued by Anglian Water (Osprey) to consent to (i) the migration of
the Notes from their existing financing platform to Anglian Water (Osprey) and
Osprey Acquisitions Limited's recently established ring-fenced investment grade
financing platform (the "Migration Proposal") and (ii) the submission by
Anglian Water (Osprey) of a request to Moody's Investors Service Limited to
consider withdrawing and discontinuing its rating each series of Notes (the
"Ratings Proposal", and together with the Migration Proposal, the "MidCo
Consent Solicitations"). The MidCo Consent Solicitations are not conditional on
the implementation of the Proposed Amendments (or any of the other terms of the
Consent Solicitations) set out in this announcement or the Consent Solicitation
Memorandum.
For the avoidance of doubt, the implementation of the Consent Solicitations set
out in this announcement and the related Consent Solicitation Memorandum are
not conditional on the success (or otherwise) of the MidCo Consent
Solicitations.
It is a term of each Consent Solicitation that Consent Instructions shall be
irrevocable (save in certain limited circumstances as described in the Consent
Solicitation Memorandum).
The above provisions relating to Consent Instructions do not affect the rights
of Bondholders to attend (via teleconference) the relevant Meeting or to make
other arrangements to be represented at the relevant Meeting in accordance with
the relevant Meeting Provisions. Bondholders who wish to attend a Meeting will
be entitled to do so to observe proceedings only and will not be permitted to
speak or vote at the relevant Meeting. A separate Consent Instruction must be
completed in respect of each Series of Bonds.
The Issuer may, at its option and in its sole discretion, extend or amend each
Consent Solicitation at any time (subject in each case to applicable law and
the relevant Meeting Provisions and as provided in the Consent Solicitation
Memorandum, and provided that no amendment may be made to the terms of the
relevant Extraordinary Resolution). Details of any such extension, amendment or
termination will be announced as provided in the Consent Solicitation
Memorandum as promptly as practicable after the relevant decision is made.
Bondholders are advised to check with any bank, securities broker or other
intermediary through which they hold their Bonds when such intermediary would
need to receive instructions from a Bondholder in order for such Bondholder to
participate in, or (in the limited circumstances in which revocation is
permitted) to validly revoke their instruction to participate in, a Consent
Solicitation by the deadlines specified in the Consent Solicitation Memorandum.
The deadlines set by any such intermediary and each Clearing System for the
submission and (where permitted) revocation of Consent Instructions will be
earlier than the relevant deadlines specified in the Consent Solicitation
Memorandum.
Questions and requests for assistance in connection with (i) the Consent
Solicitations may be directed to the Solicitation Agents and (ii) the delivery
of Consent Instructions may be directed to the Tabulation Agent, the contact
details for which are on the last page of this announcement.
Indicative Timetable
Set out below is an indicative timetable showing one possible outcome for the
timing of the Consent Solicitations, which will depend, among other things, on
timely receipt (and non-revocation) of instructions, the rights of the Issuer
(where applicable) to extend, amend and/or terminate any Consent Solicitation
(other than the terms of the relevant Extraordinary Resolution) as described in
the Consent Solicitation Memorandum and the passing of the Extraordinary
Resolution at the initial Meeting for the relevant Series. Accordingly, the
actual timetable may differ significantly from the timetable below.
Event
Announcement of Consent Solicitations
Announcement of Consent Solicitations 16 August 2021
Notice of Meetings delivered to the Clearing
Systems for communication to Direct Participants
The Consent Solicitation Memorandum and documents
referred to under "General" in the relevant
Notice of Meetings are made available from the
Tabulation Agent and from the specified office of
the Paying Agent
Expiration Deadline
Final deadline for receipt by the Tabulation 4:00 p.m. (London time)
Agent of valid Consent Instructions from on 9 September 2021
Bondholders for such Bondholders to be (unless extended or
represented at the relevant Meeting amended)
This will also be the deadline for (i) the
issuance, amendment or revocation of a voting
instruction given other than by way of a Consent
Instruction; and (ii) making any other
arrangements to attend (via teleconference) or be
represented at any Meeting
Meetings
Meetings to be held via teleconference In respect of the 2026
Bonds, 9:30 a.m. (London
time) on 14 September
2021; and
in respect of the 2027
Bonds, 9:45 a.m. (London
time) on 14 September
2021 or after the
completion of the
preceding Meeting
(whichever is later).
Announcement of results of Meetings and
satisfaction of the relevant Consent Conditions
Announcement of the results of the Meetings and 14 September 2021 (as
whether the relevant Extraordinary Resolution has soon as reasonably
been passed and the relevant Consent Conditions practicable after the
satisfied (or otherwise) Meetings)
Effective Date
In respect of each Series of Bonds, if the 14 September 2021
relevant Extraordinary Resolution is passed and
subject to the satisfaction of the relevant
Consent Conditions, the date on which the
relevant Amended Final Terms will be executed
The Effective Date in respect of each, or both, Series of Bonds, is subject to
change in the case of an adjourned Meeting or Meetings.
Bondholders are advised to check with any bank, securities broker or other
intermediary through which they hold their Bonds when such intermediary would
need to receive instructions from a Bondholder in order for such Bondholder to
participate in, or (in the limited circumstances in which revocation is
permitted) to validly revoke their instruction to participate in, the relevant
Consent Solicitation(s) and/or the relevant Meeting(s) by the deadlines
specified above. The deadlines set by any such intermediary and each Clearing
System for the submission and (where permitted) revocation of Consent
Instructions will be earlier than the relevant deadlines above.
Investor Presentation
An investor presentation prepared in connection with the Consent Solicitations
is available to Bondholders via Deal Roadshow at https://dealroadshow.com/e/
Anglian21, or by visiting https://dealroadshow.com and entering the entry code:
Anglian21
Further Information
A complete description of the terms and conditions of the Consent Solicitations
is set out in the Consent Solicitation Memorandum. A copy of the Consent
Solicitation Memorandum is available to eligible persons upon request from the
Tabulation Agent.
Before making a decision with respect to the Consent Solicitations, Bondholders
should carefully consider all of the information in the Consent Solicitation
Memorandum and, in particular, the risk factors described in the section
entitled "Certain Considerations relating to the Consent Solicitations".
For the purposes of UK MAR, this announcement is made by Jane Pilcher.
Further details about the transaction can be obtained from:
The Solicitation Agents
Barclays Bank PLC Lloyds Bank Corporate Markets plc
5 The North Colonnade 10 Gresham Street
Canary Wharf London EC2V 7AE
London E14 4BB United Kingdom
United Kingdom
Telephone: +44 20 3134 8515 Telephone: +44 20 7158 1726 / 1719
Attention: Liability Management Group Attention: Liability Management Group
Email: eu.lm@barclays.com Email:
liability.management@lloydsbanking.com
Copies of the Consent Solicitation Memorandum can be obtained from, and
requests for information in relation to the procedures for participating in the
Consent Solicitations, and the submission of a Consent Instruction should be
directed to:
Tabulation Agent
Lucid Issuer Services Limited
Tankerton Works
12 Argyle Walk
London WC1H 8HA
United Kingdom
Tel: +44 20 7704 0880
Attention: Arlind Bytyqi / Jacek Kusion
Email: anglianwater@lucid-is.com
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 before
any decision is made in respect of the relevant Proposed Amendments. If any
Bondholder is in any doubt about any aspect of the proposal and/or the action
it should take, it is recommended to seek its own financial, legal, regulatory
or other advice immediately, including as to any tax consequences, from its
stockbroker, bank manager, solicitor, accountant or other financial 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. Any individual or company whose Bonds are held
on its behalf by a broker, dealer, bank, custodian, trust company or other
nominee must contact such entity if it wishes to participate in the relevant
Consent Solicitation(s) relating to its Bonds.
The Bond Trustee has not been involved in the formulation of the Extraordinary
Resolutions and the Bond Trustee expresses no opinion on the merits of any
Extraordinary Resolution or on whether the Bondholders would be acting in their
best interests in approving the Extraordinary Resolution and nothing in this
Notice of Meeting should be construed as a recommendation to the Bondholders
from the Bond Trustee to vote in favour of, or against, any Extraordinary
Resolution. If any Bondholder is in any doubt as to any aspect of the Proposal
in the Consent Solicitation Memorandum and/or the action it should take, it is
recommended to seek its own financial, legal or other advice, including as to
any tax consequences, from its stockbroker, bank manager, solicitor,
accountant, independent financial adviser authorised under the Financial
Services and Markets Act 2000, as amended (if in the United Kingdom) or other
appropriately authorised financial adviser.
None of the Issuer, the Obligors, the Solicitation Agents, the Tabulation
Agent, the Bond Trustee, or any director, officer, employee, agent,
representative or affiliate of any such person, is acting for any Bondholder,
or will be responsible to any Bondholder for providing any protections which
would be afforded to its clients or for providing advice in relation to any
Consent Solicitation or any Extraordinary Resolution, and accordingly none of
the Issuer, the Obligors, the Solicitation Agents, the Tabulation Agent, the
Bond Trustee or any director, officer, employee, agent, representative or
affiliate of any such person, makes any recommendation as to whether or not or
how Bondholders should participate in the relevant Consent Solicitation(s) or
otherwise participate at the relevant Meeting(s). The Solicitation Agents, the
Tabulation Agent and the Bond Trustee do not take any responsibility for the
contents of this announcement or the Consent Solicitation Memorandum.
IMPORTANT INFORMATION
This announcement is for informational purposes only and does not constitute 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. This announcement is not an offer of securities for sale into the
United States.
The release, publication or distribution of this announcement 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.
No solicitation will be made in any jurisdiction in which the making or
acceptance thereof would not be in compliance with the laws of such
jurisdiction.
This announcement does not constitute or form part of any offer or invitation
to sell, or any solicitation of any offer to purchase. It is not an
advertisement and not a prospectus for the purposes of Regulation (EU) 2017/
1129 (including as it forms part of domestic law by virtue of the EUWA).
UK MIFIR product governance / Professional investors and ECPs only target
market - Manufacturer target market (if any) is eligible counterparties and
professional clients (all distribution channels). No key information document
(KID) pursuant to Regulation (EU) No 1286/2014 as it forms part of UK domestic
law by virtue of the EUWA (UK PRIIPs Regulation) has been prepared as the Bonds
referred
END
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