BG Energy Capital plc announces results of consent solicitations in
respect of its outstanding Notes
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 IT FORMS PART OF
UNITED
KINGDOM
DOMESTIC LAW BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL)
ACT 2018 (AS
AMENDED).
FOR DISTRIBUTION ONLY OUTSIDE THE UNITED
STATES TO PERSONS OTHER THAN "U.S. PERSONS" (AS DEFINED IN
REGULATION S OF THE UNITED STATES SECURITIES ACT OF 1933, AS
AMENDED (THE
“SECURITIES
ACT”)). NOT FOR
RELEASE, PUBLICATION OR DISTRIBUTION IN OR
INTO, OR TO ANY PERSON LOCATED OR
RESIDENT IN, ANY OTHER
JURISDICTION WHERE IT IS UNLAWFUL TO RELEASE, PUBLISH OR DISTRIBUTE
THIS ANNOUNCEMENT.
BG Energy Capital plc announces
results of consent solicitations
in respect of its outstanding Notes
11 January 2023. On 28 November 2022, BG Energy
Capital plc (the “Issuer”) announced separate
invitations (each such invitation, a “Consent
Solicitation”) to eligible holders of each series of its
outstanding notes described in the table below (each a
“Series”, and together the
“Notes”), to consent to, among other things,
certain modifications to the terms and conditions (the
“Conditions”) of, and the trust deed (the
“Trust Deed”) and the agency agreement (the
“Agency Agreement”) for, the relevant Series to
provide for (i) the substitution of Shell plc
(“Shell”) in place of BG Energy Holdings Limited
(the “Existing Guarantor”) as guarantor in respect
of the relevant Series; (ii) the appointment of Deutsche Trustee
Company Limited (the “Successor Trustee”) as
successor trustee in respect of the relevant Series; (iii) the
alignment of certain provisions of the Trust Deed for, and the
Conditions of, the relevant Series with the equivalent provisions
included in the documentation relating to debt securities issued
under Shell’s current multi-currency debt securities programme; and
(iv) certain consequential modifications to the applicable Trust
Deed, the applicable Agency Agreement and the applicable global
bearer note for the relevant Series in relation to items (i) to
(iii) above (together the “Proposed Amendments”,
as more fully described in the Consent Solicitation Memorandum (as
defined below)).
On 20 December 2022, the Issuer announced that
the meeting (the “Meeting”) convened for the
holders of the €800,000,000 2.250 per cent. Fixed Rate Notes due 21
November 2029 (the “2029 Notes”) on 20 December
2022 in connection with the relevant Consent Solicitation was
adjourned through lack of quorum, and that an adjourned Meeting
(the “Adjourned Meeting”) would be convened at
10.00 a.m. (London time) on 11 January 2023. The Adjourned Meeting
was held via teleconference earlier today, and the Issuer now
announces the results of the Adjourned Meeting and the Consent
Solicitations.
This announcement does not contain the full
terms and conditions of the Consent Solicitations, which are
contained in the Consent Solicitation Memorandum dated 28 November
2022 (the “Consent Solicitation Memorandum”)
prepared by the Issuer (as amended by this announcement), and this
announcement should be read in conjunction with the Consent
Solicitation Memorandum. Capitalised terms used but not otherwise
defined in this announcement have the meanings given in the Consent
Solicitation Memorandum.
Details of the
Notes
|
ISIN / Common Code |
Outstanding Principal
Amount |
£750,000,000 5.125 per cent. Fixed Rate Notes due 1
December 2025 |
XS0564485273 / 056448527 |
£750,000,000 |
€800,000,000 2.250 per cent. Fixed Rate Notes due 21
November 2029 |
XS1140054526 / 114005452 |
€800,000,000 |
€100,000,000 3.500 per
cent. Fixed Rate Notes due 17 October 2033 |
XS0982777657 / 098277765 |
€100,000,000 |
£750,000,000 5.000 per cent. Fixed Rate Notes due 4
November 2036 |
XS0702029132 / 070202913 |
£750,000,000 |
Results of
Adjourned Meeting,
satisfaction of Consent Conditions and implementation
of the Proposed Amendments in respect of
all Series
NOTICE IS HEREBY GIVEN to:
(a) the
holders of the 2029 Notes that, at the Adjourned Meeting, the
necessary quorum was achieved, the Extraordinary Resolution was
passed and the Eligibility Condition was satisfied;
(b) the
holders of each Series that, following the passing of the
Extraordinary Resolution in respect of the 2029 Notes, the Consent
Conditions relating to each Series have now been satisfied; and
(c) the
holders of each Series that (i) the Supplemental Trust and Agency
Deed in respect of each Series has been executed and delivered, and
the Amended and Restated Final Terms in respect of each Series has
been executed, by the Issuer, Shell and the other relevant parties,
today, 11 January 2023; and (ii) the Proposed Amendments have been
implemented in respect of each Series with effect on and from 11
January 2023.
Accordingly, with effect on and from 11 January
2023, (A) Shell has become the guarantor of each Series in place of
the Existing Guarantor, (B) the Successor Trustee has become the
trustee in respect of each Series in place of the Existing Trustee;
and (C) the other amendments described in the Consent Solicitation
Memorandum, have been made to the Conditions of, and the Trust
Deed, Agency Agreement and global bearer note applicable to, each
Series.
General
No consent or participation fee is payable in
connection with the Consent Solicitations.
The Consent Solicitations were only made, and
the Consent Solicitation Memorandum and any other documents or
materials relating to the Consent Solicitations were only for
distribution or made available, to Noteholders who were (a) located
and resident outside the United States and not a U.S. person (as
defined in Regulation S under the Securities Act), (b) not retail
investors and, if applicable and acting on a non-discretionary
basis, who were acting on behalf of beneficial owners that were not
retail investors, and (c) otherwise persons to whom the relevant
Consent Solicitation could be lawfully made and that may lawfully
have participated in the relevant Consent Solicitation.
Barclays
Bank PLC (Attention: Liability Management Group;
Telephone: +44 20 3134 8515; Email: eu.lm@barclays.com) and
RBC Europe Limited (Attention: Liability
Management; Telephone: +44 20 7029 7420; Email:
liability.management@rbccm.com) acted as Solicitation Agents in
connection with the Consent Solicitations.
Kroll
Issuer Services Limited (Attention: Owen Morris;
Telephone: +44 20 7704 0880; Email: shell@is.kroll.com; Website:
https://deals.is.kroll.com/shell) acted as Tabulation Agent in
connection with the Consent Solicitations.
This announcement
is released by BG Energy Capital plc and contains information that
qualified or may have qualified as inside information for the
purposes of Article 7 of the Market Abuse Regulation (EU) 596/2014
as it forms part of United Kingdom domestic law by virtue of the
EUWA (“UK MAR”), encompassing information relating
to the Consent Solicitations described above. For the purposes of
UK MAR and the Implementing Technical Standards, this announcement
is made by Michael Ashworth, Director, BG Energy Capital plc.
LEI Number of BG
Energy Capital plc: S2M8QDKEE05NZN8JD460
DISCLAIMER: This announcement
must be read in conjunction with the Consent Solicitation
Memorandum. Nothing in this announcement or the Consent
Solicitation Memorandum constitutes or contemplates an offer of, an
offer to purchase or the solicitation of an offer to sell any
security in any jurisdiction. The Notes (and the applicable
guarantee thereof) have not been, and will not be, registered under
the Securities Act, or the securities laws of any state or other
jurisdiction of the United States, and may not be offered or sold
in the United States or to, or for the account or benefit of, U.S.
persons, unless an exemption from the registration requirements of
the Securities Act is available.
The distribution of this announcement and the
Consent Solicitation Memorandum in certain jurisdictions may be
restricted by law, and persons into whose possession this
announcement and/or the Consent Solicitation Memorandum comes are
required by each of the Issuer, the Existing Guarantor, Shell, the
Solicitation Agents and the Tabulation Agent to inform themselves
about, and to observe, any such restrictions.
UK MiFIR
professionals/ECPs-only –
Manufacturer target market (UK MiFIR
product governance) is eligible counterparties and
professional clients only (all distribution channels).
CAUTIONARY NOTE
Cautionary Note
The companies in which Shell plc directly and
indirectly owns investments are separate legal entities. In this
announcement and the Consent Solicitation Memorandum (including the
documents incorporated by reference therein), “Shell”, “Shell
Group” and “Group” are sometimes used for convenience where
references are made to Shell plc and its subsidiaries in general.
Likewise, the words “we”, “us” and “our” are also used to refer to
Shell plc and its subsidiaries in general or to those who work for
them. These terms are also used where no useful purpose is served
by identifying the particular entity or entities. ‘‘Subsidiaries’’,
“Shell subsidiaries” and “Shell companies” as used in this
announcement and the Consent Solicitation Memorandum (including the
documents incorporated by reference therein) refer to entities over
which Shell plc either directly or indirectly has control. Entities
and unincorporated arrangements over which Shell has joint control
are generally referred to as “joint ventures” and “joint
operations”, respectively. “Joint ventures” and “joint operations”
are collectively referred to as “joint arrangements”. Entities over
which Shell has significant influence but neither control nor joint
control are referred to as “associates”. The term “Shell interest”
is used for convenience to indicate the direct and/or indirect
ownership interest held by Shell in an entity or unincorporated
joint arrangement, after exclusion of all third-party interest.
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