TIDM90JH
RNS Number : 4836M
Financial Guaranty UK Limited
21 September 2021
THIS ANNOUNCEMENT IS NOT FOR DISTRIBUTION TO ANY PERSON LOCATED
OR RESIDENT IN ANY JURISDICTION WHERE IT IS UNLAWFUL TO DISTRIBUTE
THIS ANNOUNCEMENT.
Financial Guaranty UK Limited Announces Consent Solicitation in
relation to
GBP255,000,000 4.875 per cent. Guaranteed Bonds due 2035
issued by Northern Gas Networks Finance Plc and guaranteed by
Northern Gas Networks Limited
21 September 2021 - Financial Guaranty UK Limited (incorporated
with limited liability in England and Wales with registered number
05030956) (the "Financial Guarantor") has today provided a notice
(the "Notice of Meeting") to solicit consents (the "Consent
Solicitation") from the holders of the outstanding GBP255,000,000
4.875 per cent. Guaranteed Bonds due 2035 (ISIN: XS0234964533 /
Common Code: 023496453 ) (the "Bonds") issued by Northern Gas
Networks Finance Plc (the "Issuer") and guaranteed by Northern Gas
Networks Limited ("NGN") and unconditionally and irrevocably
guaranteed as to scheduled payments of principal and interest only
pursuant to a Financial Guarantee issued by the Financial
Guarantor, to consider and, if thought fit, pass an Extraordinary
Resolution (the "Extraordinary Resolution") at a meeting of the
Bondholders (the "Meeting") in relation to certain amendments being
sought to the Trust Deed, the terms and conditions of the Bonds
(the "Conditions"), the Guarantee and Reimbursement Agreement and
the Financial Guarantee, to be implemented by means of the First
Master Amendment Agreement , all as more fully described in, and
subject to the terms and conditions set out in, the Consent
Solicitation Memorandum (the "Consent Solicitation Memorandum")
dated 21 September 2021. Bondholders are advised to refer to the
Consent Solicitation Memorandum for meanings of capitalised terms
used in this announcement and not otherwise defined herein, the
full terms of the Consent Solicitation and the procedures related
thereto.
The Bonds were originally issued on 15 November 2005 in an
aggregate principal amount of GBP 255,000,000 . As of the date of
the Consent Solicitation Memorandum, GBP 255,000,000 in aggregate
principal amount of the Bonds remains outstanding.
Background to the Proposal
T he estimated financial information in this section is
preliminary unaudited information and reflects the best estimates
of the management of the Financial Guarantor. While the management
of the Financial Guarantor believes that these estimates are
reasonable, the actual financial information could vary from these
estimates and the differences could be material. The projected
financial information in this section is based on certain
assumptions. Actual future conditions could vary substantially from
the assumptions underlying these projections, in terms of both
amount and timing. Consequently, the Financial Guarantor's actual
financial information may differ materially from these
projections.
The Financial Guarantor is an insurance company incorporated in
England and is subject to regulation by the Prudential Regulatory
Authority (the "PRA") in the United Kingdom.
Prior to 2011, the Financial Guarantor (then named FGIC UK
Limited) was supported by reinsurance from its former U.S.-based
parent, Financial Guaranty Insurance Company ("FGIC US"), which had
been "AAA" rated prior to the onset of the global financial crisis
which began in 2008 and 2009. As a result of severe financial
stress on FGIC US following the onset of the global financial
crisis, FGIC US's credit ratings were downgraded and regulators put
it into rehabilitation. In 2008, the Financial Guarantor's credit
rating was terminated. In 2011 FGIC US's reinsurance agreement with
the Financial Guarantor was terminated, leaving the Financial
Guarantor as effectively a stand-alone company. The Financial
Guarantor's current principal activity is the run-off of its
outstanding financial guarantees. The Financial Guarantor ceased
writing financial guarantees in 2007 and is no longer engaged in
the business of writing new financial guarantees.
On 19 June 2020, the Financial Guarantor was sold by Financial
Guaranty Insurance Company to Chelsea Insurance Holdings LLC and
Chelsea Holdings Midwest LLC (together, the "New Shareholders"),
which are owned by affiliates of Goldentree Asset Management and
American Life Security, a U.S.-based insurance company. On 30 June
2020, FGIC UK Limited changed its name to Financial Guaranty UK
Limited. The New Shareholders have no obligation under any
applicable contractual or regulatory requirements to contribute
additional capital to the Financial Guarantor.
The Financial Guarantor currently has policies outstanding
against utility, private finance initiative (PFI) and
transportation bonds. The financial guarantees written by the
Financial Guarantor generally provide for unconditional and
irrevocable guarantees of scheduled payments on an obligor's
financial obligations in the event and to the extent an obligor
fails to make such payments.
As of June 30, 2021, the Financial Guarantor had a financial
guarantee portfolio which consisted of 14 highly-rated, seasoned
obligors with GBP2.1 billion in total face value of obligations
(par in force). These guarantees are not currently projected to
incur any future claim payments or losses. The Financial Guarantor
has no debt outstanding and no contingent liabilities other than
its guarantee obligations. As of June 30, 2021, the Financial
Guarantor had total assets of GBP139.3 million, including GBP85.3
million in cash and investments and GBP50.2 million in future
instalment premiums (undiscounted). There were no claims made
against the Financial Guarantor under its financial guarantee
portfolio for the six months ended June 30, 2021, and the Financial
Guarantor did not record a provision for claims at June 30, 2021,
and, based on the information available to the Financial
Guarantor's management and related estimates, assumptions and
judgements, no such claim is currently expected. The Financial
Guarantor has no employees and limited working capital needs as all
operations are outsourced to third parties.
As of June 30, 2021, the Financial Guarantor had a 25x leverage
of insured portfolio par outstanding to cash and investments ratio
and a 16x leverage of insured portfolio par outstanding to
undiscounted claims paying resources (cash and investments, plus
undiscounted future installment premium) ratio. The Financial
Guarantor is subject to Solvency II requirements which measure an
insurance company's health by means of a Solvency Capital
Requirement ("SCR") and Minimum Capital Requirement ("MCR"). As of
June 30, 2021, the Financial Guarantor's SCR ratio (estimated after
taking into account certain amendments to its December 31, 2020
Solvency II model) was 38%, which is not in compliance with the
minimum required ratio of 100% under PRA standards. After giving
pro forma effect to a de-risking transaction completed by the
Financial Guarantor after June 30, 2021, the Financial Guarantor's
estimated June 30, 2021 SCR ratio was 49%, which continues to be
not in compliance with the minimum required ratio of 100% under PRA
standards. As of June 30, 2021, the Financial Guarantor's estimated
MCR was GBP26.6 million relative to its own funds of GBP40.6
million, which is in compliance with PRA standards. However, in
view of its MCR cushion of only GBP14.0 million, the Financial
Guarantor's management believes that, in the event any policy in
its financial guarantee portfolio experienced a loss and a claim
were to be made on the Financial Guarantor, it is likely that this
would result in the Financial Guarantor's own funds being lower
than its MCR, as a result of which there would be a material risk
of the Financial Guarantor being put into administration .
Accordingly the management of the Financial Guarantor believes that
its financial guarantee in relation to the Bonds does not provide
material credit enhancement for the Bonds. In addition, because the
Financial Guarantor is no longer formally rated its financial
guarantee no longer provides any credit rating enhancement for the
Bonds.
The Financial Guarantor has been undergoing a de-risking
exercise in relation to its financial guarantee portfolio. This
exercise includes seeking to remove or substantially reduce certain
of the financial guarantees in its portfolio, subject to market
conditions and reaching agreements on acceptable terms with the
relevant counterparties. To this end the Financial Guarantor is
currently conducting a consent solicitation in respect of the
Bonds. There can be no assurance as to the outcome of such
de-risking exercise, which is subject to various factors outside of
the control of the Financial Guarantor. In particular, there can be
no assurance as to which financial guarantees in the Financial
Guarantor's current financial guarantee portfolio, if any, will be
removed or substantially reduced .
As of June 30, 2021, the Financial Guarantor had projected that,
assuming that none of the financial guarantees in its financial
guarantee portfolio would be removed or reduced, its SCR ratio
would reach 100% in 2030. As a result of the de-risking transaction
completed by the Financial Guarantor after June 30, 2021, the
projected first year of reaching a 100% SCR ratio was accelerated
to 2027. Assuming that the consent solicitation in respect of the
Bonds were to be successful and no other financial guarantees in
its financial guarantee portfolio would be removed or reduced, the
Financial Guarantor projects that its SCR ratio would increase to
68%, but the projected first year of reaching a 100% SCR ratio
would remain at 2027. The Financial Guarantor's actual ratios may
differ materially from the foregoing estimated and projected SCR
ratios as a result of known and unknown uncertainties. In
particular, the Financial Guarantor is currently in the process of
updating its Solvency II model to June 30, 2021 as part of its own
risk and solvency assessment (ORSA). The Financial Guarantor does
not undertake any obligation
to publicly update or revise the foregoing estimated and
projected ratios. See "Cautionary Statement Regarding
Forward-Looking Statements" below.
The intention of the Proposed Amendments is to terminate the
financial guarantee of the Financial Guarantor in respect of the
Bonds, whilst retaining the same covenant package and removing the
Financial Guarantor's principal rights as controlling creditor in
relation to the Bonds. The removal of the Financial Guarantor's
principal rights as controlling creditor in relation to the Bonds
will result in the holders of the Bonds having a decision-making
role in relation to certain material matters under the Bonds and
the Trust Deed, including the right to direct the Trustee to take
enforcement action against the Issuer and/or NGN without the
Financial Guarantor's involvement.
In conjunction with the Consent Solicitation, pursuant to and in
accordance with the provisions of the Trust Deed, the Financial
Guarantor, being the Controlling Creditor (as such term is defined
in the Trust Deed), and the Trustee (acting on the directions of
the Controlling Creditor) have agreed certain other modifications
to the terms and conditions of the Bonds and the GBP250,000,000
4.875 per cent. Guaranteed Bonds due 2027 issued by the Issuer (the
"2027 Bonds") to allow for the issuance of future bonds by the
Issuer guaranteed by NGN which would rank pari passu in all
respects with the Bonds and the 2027 Bonds if the issue of the
future bonds would not have any adverse effect on the then current
shadow credit rating of NGN. Such modifications are included in the
First Master Amendment Agreement and became effective upon the
execution of the First Master Amendment Agreement. The
effectiveness of such modifications is not conditional upon the
Consent Solicitation being consummated. Such modifications have
been approved by the Financial Guarantor and the Trustee (acting on
the directions of the Controlling Creditor) on the basis that they
are not materially prejudicial to the interests of the Bondholders
or holders of the 2027 Bonds. Such modifications do not require
approval of the Bondholders or the holders of the 2027 Bonds and do
not form part of the Proposal.
The Proposal
For the reasons described above, the Financial Guarantor has
requested the Trustee to convene the Meeting in accordance with the
Trust Deed and is inviting Bondholders (the "Proposal") to approve,
by way of an Extraordinary Resolution pursuant to the Conditions
and the Meeting Provisions, the following amendments (the "Proposed
Amendments") to the Trust Deed, the Conditions, the Guarantee and
Reimbursement Agreement and the Financial Guarantee.
Modifications to Financial Guarantee
The Financial Guarantee shall be terminated.
Modifications to the Trust Deed
The Trust Deed shall be modified as follows:
(a) A new clause 1.3 shall be added as follows:
"Notwithstanding any other provisions of these presents, the
Financial Guarantor has no rights as Controlling Creditor in
respect of the 2035 Bonds (which shall include, without limitation,
the right to nominate, consent, agree, access, require, direct or
approve under the Trust Deed or the Conditions in respect of the
2035 Bonds)."
(b) The definition of Financial Guarantee shall be deleted, and
the following substituted in its place:
"Financial Guarantee means FGIC UK Financial Guarantee No. UK
05080039 dated 15 November 2005 between the Financial Guarantor and
the Trustee in respect of the 2027 Bonds, and references herein to
Financial Guarantees shall be read and construed accordingly."
(c) Clause 8.1 shall be modified by adding "2027" before "Bonds" in the fifth line.
(d) Clause 12.1 shall be deleted, and the following substituted in its place:
"(a) In respect of the 2027 Bonds, the Trustee shall not be
bound to take any action or step in relation to these presents or
the Financial Guarantee (including but not limited to the giving of
any notice or the taking of any proceedings and/or other steps
mentioned in sub-Clause 9.1) unless directed or requested to do so
(a) by the Financial Guarantor (for so long as it is the
Controlling Creditor) or (b) (i) if the Financial Guarantor is not
the Controlling Creditor or (ii) in respect of any action,
proceedings or steps in relation to either Financial Guarantee
and/or against or in relation to the Financial Guarantor, by an
Extraordinary Resolution of the holders of the 2027 Bonds or in
writing by the holders of at least one-quarter in principal amount
of the 2027 Bonds then outstanding, and in any case then only if it
shall be indemnified, secured and prefunded (or any of them) to its
satisfaction against all Liabilities to which it may render itself
liable or which it may incur by so doing.
(b) In respect of the 2035 Bonds, the Trustee shall not be bound
to take any action or step in relation to these presents (including
but not limited to the giving of any notice or the taking of any
proceedings and/or other steps mentioned in sub-Clause 9.1) unless
directed or requested to do so by an Extraordinary Resolution of
the holders of 2035 Bonds or in writing by the holders of at least
one- quarter in principal amount of the 2035 Bonds then
outstanding, and in any case then only if it shall be indemnified,
secured and prefunded (or any of them) to its satisfaction against
all Liabilities to which it may render itself liable or which it
may incur by so doing."
Modifications to the Conditions
The Conditions of the Bonds shall be modified as follows:
(a) The Conditions will provide that references to the Financial Guarantees and the Guarantee and Reimbursement Agreement shall cease to have any effect.
(b) The Conditions will provide that the Financial Guarantor has
no right to nominate, consent, agree, access, require, direct or
approve under the Trust Deed or the Conditions.
(c) Conditions 2.4 and 2.5 shall be deleted.
Modifications to Guarantee and Reimbursement Agreement
The Guarantee and Reimbursement Agreement shall be modified as
follows:
(a) A new clause 1.4 shall be added as follows:
"Notwithstanding any other provisions of this Deed, FGIC UK has
no rights as Controlling Creditor in respect of the 2035 Bonds
(which shall include, without limitation, the right to nominate,
consent, agree, access, require, direct or approve under the Trust
Deed or the Conditions in respect of the 2035 Bonds)."
(b) The definition of Financial Guarantee in the Guarantee and
Reimbursement Agreement shall be deleted, and the following
substituted in its place:
""Financial Guarantee" means FGIC UK Financial Guarantee No. UK
05080039 dated 15 November 2005 between the Financial Guarantor and
the Trustee in respect of the 2027 Bonds, and references herein to
Financial Guarantees shall be read and construed accordingly."
(c) Clauses 2.2.3, 2.2.7(a), 2.2.9, 2.3.7, and 4.2 shall be
amended by the addition of "2027" before the word "Bonds".
(d) Clauses 2.2.3, 2.2.7(a) and 9 shall be amended by the
addition of "in respect of the 2027 Bonds" after the word
"Bondholders".
(e) Clause 13.1.1 shall be amended by the addition of "in
respect of the 2027 Bonds" after the word "Conditions".
Rating Agencies
Moody's Investors Service has indicated to the Financial
Guarantor that the Financial Guarantee provides no support to the
credit quality of the Issuer and that the implementation of the
Proposed Amendments would have no impact on the credit quality of
the Issuer.
Early Participation Fee
If an Extraordinary Resolution is passed, the Eligibility
Condition is satisfied and the other conditions to the Consent
Solicitation are satisfied (or waived) , then the Financial
Guarantor will pay, or procure to be paid, on the Payment Date, a
cash payment of GBP5.00 for each GBP1,000 in principal amount of
Bonds that are validly voted at the Meeting (the "Early
Participation Fee"), to Bondholders who complete and deliver ( and
do not revoke, in the limited circumstances where such revocation
is permitted ) valid Solicitation Instructions which are received
by the Tabulation Agent on or prior to the Early Participation
Deadline. The Proposed Amendments will become effective upon
payment of the Early Participation Fee and Ineligible Bondholder
Payment to Bondholders who are entitled to receive such payments
under the terms of the Consent Solicitation , subject to the
satisfaction of all other conditions of the Consent Solicitation.
Information on the Ineligible Bondholder Payment is set out in the
Notice of Meeting.
Meeting
The Meeting will commence at 10.30 a.m. (London time) on 13
October 2021. At the Meeting, Bondholders will be invited to
consider and, if thought fit, pass the Extraordinary Resolution to
approve the implementation of the Proposal. To be passed, the
Extraordinary Resolution requires a majority consisting of at least
75% of the votes cast at the Meeting (or adjourned Meeting). The
Meeting will be held via teleconference.
Indicative Timetable
Set out below is an indicative timetable showing one possible
outcome for the timing of the Consent Solicitation and the
Proposal, which will depend, among other things, on timely receipt
(and non-revocation) of instructions, the right of the Financial
Guarantor to extend, re-open, amend and/or terminate the Consent
Solicitation ( other than the terms of the Extraordinary
Resolution, the bringing forward of the Expiration Deadline, the
Eligibility Condition, the Regulatory Condition, the Ratings
Condition or the Payment Condition) as described in the Consent
Solicitation Memorandum, the passing of the Extraordinary
Resolution and the satisfaction (or waiver) of the consent
conditions . Accordingly, the actual timetable may differ
significantly from the timetable below.
Event Timing
Announcement of Consent Solicitation 21 September 2021
and Proposal
Early Participation Deadline 4.00 p.m. (London time) on
1 October 2021
Expiration Deadline 4.00 p.m. (London time) on
8 October 2021
Meeting to be held via teleconference. 10.30 a.m. (London time) on
13 October 2021
Announcement of Outcome of Meeting As soon as reasonably practicable
after the Meeting
Following the Extraordinary Resolution No later than the third Business
being passed at the Meeting and Day immediately following the
the Eligibility Condition and passing of the Extraordinary
the other consent conditions being Resolution
satisfied or waived, (i) payment
by the Financial Guarantor of
the Early Participation Fee and
Ineligible Bondholder Payment
to Bondholders who are entitled
to receive such payments under
the terms of the Consent Solicitation
and (ii) the amendments to the
Trust Deed, the Conditions, the
Guarantee and Reimbursement Agreement
and the Financial Guarantee pursuant
to the First Master Amendment
Agreement become effective (the
Effective Time).
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 Consent
Solicitation and/or vote in respect of the Proposal before the
deadline specified above. The deadlines set by any such
intermediary and each Clearing System for the submission and (where
permitted) revocation of Solicitation Instructions will be earlier
than the deadline above.
Consent Conditions
The implementation of the Consent Solicitation and the
Extraordinary Resolution will be conditional on:
(a) the passing of the Extraordinary Resolution;
(b) the Consent Solicitation not having been terminated in
accordance with the provisions for such termination set out in the
Consent Solicitation Memorandum;
(c) the quorum required for, and the requisite majority of votes
cast at, the Meeting being satisfied by Eligible Bondholders only,
irrespective of any participation at the Meeting by Ineligible
Bondholders (including, if applicable, the satisfaction of such
condition at an adjourned Meeting) (the " Eligibility Condition
");
(d) the PRA having issued a statement of non-objection (in such
form as the PRA may determine) to the Financial Guarantor in
relation to the Consent Solicitation (the " Regulatory Condition
");
(e) no internationally recognised rating agency having issued
any notice (i) downgrading, withdrawing or placing on review or
"creditwatch" with negative implications, (ii) indicating that it
intends to or is considering the possibility of doing so or (iii)
indicating that it is reconsidering the rating of the Bonds, where
the relevant action in (i), (ii) or (iii), as the case may be, was
fully or partly attributable to the Proposed Amendments, as
expressed by the relevant rating agency (the " Ratings Condition
"); and
(f) the payment by the Financial Guarantor of the Early
Participation Fee and the Ineligible Bondholder Payment to
Bondholders who are entitled to such payments under the terms of
the Consent Solicitation (the " Payment Condition ").
The Financial Guarantor may (subject to applicable law and the
meeting provisions set out in the Trust Deed) terminate the Consent
Solicitation for any reason at any time before the Effective Time.
The Financial Guarantor also reserves the right at any time to
waive any or all of the conditions of the Consent Solicitation
(other than the Eligibility Condition, the Regulatory Condition,
the Ratings Condition or the Payment Condition), as set out in the
Consent Solicitation Memorandum.
Consent Solicitation Memorandum
Bondholders may obtain a copy of the Consent Solicitation
Memorandum upon request by contacting the Tabulation Agent.
Solicitation Agent
The Solicitation Agent for the Consent Solicitation is:
Barclays Bank PLC
5 The North Colonnade
Canary Wharf
London E14 4BB
(Attention: Liability Management Group, Telephone: +44 20 3134
8515, Email: eu.lm@barclays.com)
Tabulation Agent
The Tabulation Agent for the Consent Solicitation is:
Lucid Issuer Services Limited
The Shard
32 London Bridge Street
London SE1 9SG
(Attention: Owen Morris, Telephone: +44 20 7704 0880, Fax: +44
20 3004 1590, Email: fguk@lucid-is.com )
THIS ANNOUNCEMENT DOES NOT CONSTITUTE AN INVITATION TO
PARTICIPATE IN THE CONSENT SOLICITATION.
This announcement may contain inside information for the
purposes of Article 7 of the Market Abuse Regulation (EU) 596/2014
(MAR), as amended by The Market Abuse (Amendment) (EU Exit)
Regulations 2019 (SI 2019/310), as it forms part of UK domestic law
by virtue of the European Union (Withdrawal) Act 2018, encompassing
information relating to the Consent Solicitation and the Proposal
described above.
UK MIFIR product governance / Professional investors and ECPs
only target market - Manufacturer target market 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 to in this Notice are not available to retail investors in
the UK.
None of the Solicitation Agent, the Tabulation Agent, the
Trustee, the Financial Guarantor or the Issuer takes any
responsibility for the contents of this announcement and none of
the Solicitation Agent, the Tabulation Agent, the Trustee, the
Financial Guarantor or the Issuer or any of their respective
directors, officers, employees or affiliates makes any
representation or recommendation whatsoever regarding the Consent
Solicitation, or expresses any opinion as to whether Bondholders
should participate in the Consent Solicitation or vote in favour of
or against the Extraordinary Resolution. 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 with respect to the Consent Solicitation. If any
Bondholder is in any doubt as to the action it should take, it is
recommended to seek its own advice, including as to any tax
consequences, from its stockbroker, bank manager, solicitor,
accountant or other independent adviser.
Within the United Kingdom, this announcement is directed only at
persons having professional experience in matters relating to
investments who fall within the definition of "investment
professionals" in Article 19 (5) of the Financial Services and
Markets Act 2000 (Financial Promotion) Order 2005 ("relevant
persons"). The investment or investment activity to which this
announcement relates is only available to and will only be engaged
in with relevant persons and persons who receive this announcement
who are not relevant persons should not rely or act upon it.
This announcement is not a solicitation of consents with respect
to any Bonds and does not constitute an invitation to participate
in the Consent Solicitation in or from any jurisdiction in or from
which, or to or from any person to or from whom, it is unlawful to
make such invitation under applicable securities laws. The Consent
Solicitation is being made solely pursuant to the Consent
Solicitation Memorandum, which sets forth a detailed statement of
the terms of the Consent Solicitation.
This announcement does not constitute an offer to sell or a
solicitation of an offer to buy securities, and there shall be no
sale of securities in any jurisdiction in which any offer,
solicitation or sale would be unlawful prior to registration or
qualification of such securities under the securities laws of any
such jurisdiction. This announcement is not an offer for sale of
any securities in the United States. Securities may not be offered
or sold in the United States absent registration or an exemption
from registration under the U.S. Securities Act of 1933, as
amended. The Issuer and the Financial Guarantor have not registered
and do not intend to register any portion of any offering of
securities in the United States nor to conduct a public offering of
any securities in the United States.
The distribution of this announcement in certain jurisdictions
may be restricted by law. Persons into whose possession this
announcement comes are required to inform themselves about, and to
observe, any such restrictions.
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS
Certain statements set forth in this announcement contain
"forward-looking statements," that involve a number of risks and
uncertainties. Certain such forward-looking statements can be
identified by the use of forward-looking terminology such as
"projects", "believes", "expects", "may", "are expected to",
"intends", "will", "will continue", "should", "would be", "seeks",
"approximately" or "anticipates" or similar expressions or the
negative or other variations thereof or comparable terminology.
These forward-looking statements include all matters that are not
historical facts. Although forward-looking statements reflect the
Financial Guarantor's management's good faith beliefs, reliance
should not be placed on forward-looking statements because they
involve known and unknown risks, uncertainties and other factors,
which may cause actual outcomes to differ materially from
anticipated future outcomes expressed or implied by such
forward-looking statements. The Financial Guarantor does not
undertake any obligation to publicly update or revise any
forward-looking statements, whether as a result of new information,
future events or otherwise.
This information is provided by RNS, the news service of the
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Policy.
END
MSCPPURUBUPGGGG
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