Anglian Water Osprey Notice of Results of Meetings
September 07 2021 - 4:50AM
UK Regulatory
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
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