55GQ York Wtr Fin 39

TIDM55GQ

RNS Number : 5842P

Yorkshire Wtr Svs Bradford Finance

29 May 2018

THIS NOTICE IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. IF YOU ARE IN ANY DOUBT ABOUT THE ACTION YOU SHOULD TAKE, YOU SHOULD CONSULT IMMEDIATELY YOUR STOCKBROKER, BANK MANAGER, SOLICITOR, ACCOUNTANT OR OTHER PROFESSIONAL ADVISER AUTHORISED UNDER THE FINANCIAL SERVICES AND MARKETS ACT 2000 (IF YOU ARE IN THE UNITED KINGDOM) OR ANOTHER APPROPRIATELY AUTHORISED INDEPENT PROFESSIONAL ADVISER.

NOTICE OF MEETING

To each of the holders of the Bonds (the "Bondholders")

with respect to the

GBP275,000,000 6.00 per cent. Guaranteed Fixed Rate Bonds Due 2019 (XS0439817908)

(guaranteed by Yorkshire Water Services Limited, Yorkshire Water Services Holdings Limited, Yorkshire Water Services Finance Limited, Yorkshire Water Services Odsal Finance Holdings Limited and Yorkshire Water Services Odsal Finance Limited)

GBP300,000,000 6.375 per cent. Guaranteed Fixed Rate Bonds due 2039

(of which GBP200,000,000 in aggregate nominal amount was issued on 24 July 2009 and GBP100,000,000 in aggregate nominal amount was issued on 23 April 2010) (XS0439818039)

(guaranteed by Yorkshire Water Services Limited, Yorkshire Water Services Holdings Limited, Yorkshire Water Services Finance Limited, Yorkshire Water Services Odsal Finance Holdings Limited and Yorkshire Water Services Odsal Finance Limited)

GBP260,000,000 2.718 per cent. Guaranteed Retail Price Index-Linked Bonds due 2039

(of which GBP175,000,000 in aggregate nominal amount was issued on 24 July 2009 and GBP85,000,000 in aggregate nominal amount was issued on 23 April 2010) (XS0440541752)

(guaranteed by Yorkshire Water Services Limited, Yorkshire Water Services Holdings Limited, Yorkshire Water Services Finance Limited, Yorkshire Water Services Odsal Finance Holdings Limited and Yorkshire Water Services Odsal Finance Limited)

AUD50,000,000 5.875 per cent. Class A Unwrapped Guaranteed Bonds due 2023 (XS0923597354)

(guaranteed by Yorkshire Water Services Limited, Yorkshire Water Services Holdings Limited, Yorkshire Water Services Finance Limited, Yorkshire Water Services Odsal Finance Holdings Limited and Yorkshire Water Services Odsal Finance Limited)

GBP250,000,000 3.625 per cent. Class A1 Guaranteed Unwrapped Fixed Rate Bonds due 2029 (XS0810290832)

(guaranteed by Yorkshire Water Services Limited, Yorkshire Water Services Holdings Limited, Yorkshire Water Services Finance Limited, Yorkshire Water Services Odsal Finance Holdings Limited and Yorkshire Water Services Odsal Finance Limited)

GBP50,000,000 1.803 per cent. Guaranteed Retail Price Index-Linked Bonds due 2042 (XS0785387670)

(guaranteed by Yorkshire Water Services Limited, Yorkshire Water Services Holdings Limited, Yorkshire Water Services Finance Limited, Yorkshire Water Services Odsal Finance Holdings Limited and Yorkshire Water Services Odsal Finance Limited)

(the "Bonds")

of

Yorkshire Water Services Bradford Finance Limited (the "Issuer")

(registered under the laws of the Cayman Islands with registered number MC-219838)

NOTICE IS HEREBY GIVEN that, pursuant to the provisions of Schedule 4 to the relevant Bond Trust Deed (as defined below) constituting the Bonds and made between, among others, the Issuer and Deutsche Trustee Company Limited as trustee for the Bondholders (the "Bond Trustee"), a meeting (the "Meeting") of the Bondholders convened by Yorkshire Water Services Bradford Finance Limited (the "Issuer") will be held on 20 June 2018 at the offices of Linklaters LLP, at One Silk Street, London, EC2Y 8HQ at 11.30 a.m. (London time) for the purpose of considering the proposals set out in the Solicitation Memorandum and, if thought fit, passing the following resolutions which will each be proposed as an Extraordinary Resolution in accordance with the provisions of the relevant Bond Trust Deed. Unless the context otherwise requires, capitalised terms used in this notice shall bear the meanings given to them in the relevant Bond Trust Deed or, as applicable, the Solicitation Memorandum prepared by the Issuer and dated 29 May 2018 (the "Solicitation Memorandum").

FIRST EXTRAORDINARY RESOLUTION

"THAT THIS MEETING (the "Meeting") of the holders (the "Bondholders") of the following series of Class A Bonds:

(i) GBP275,000,000 6.00 per cent. Guaranteed Fixed Rate Bonds Due 2019 issued on 24 July 2009 (the "2019 Bonds");

(ii) GBP300,000,000 6.375 per cent. Guaranteed Fixed Rate Bonds due 2039 (of which GBP200,000,000 in aggregate nominal amount was issued on 24 July 2009 and GBP100,000,000 in aggregate nominal amount was issued on 23 April 2010) (the "August 2039 Bonds");

(iii) GBP260,000,000 2.718 per cent. Guaranteed Retail Price Index-Linked Bonds due 2039 (of which GBP175,000,000 in aggregate nominal amount was issued on 24 July 2009 and GBP85,000,000 in aggregate nominal amount was issued on 23 April 2010) (the "December 2039 Bonds");

(iv) AUD50,000,000 5.875 per cent. Class A Unwrapped Guaranteed Bonds due 2023 issued on 26 April 2013 (the "2023 Bonds");

(v) GBP250,000,000 3.625 per cent. Class A1 Guaranteed Unwrapped Fixed Rate Bonds due 2029 issued on 1 August 2012 (the "2029 Bonds");

(vi) GBP50,000,000 1.803 per cent. Guaranteed Retail Price Index-Linked Bonds due 2042 issued on 22 May 2012 (the "2042 Bonds"),

each guaranteed by Yorkshire Water Services Limited, Yorkshire Water Services Holdings Limited, Yorkshire Water Services Finance Limited, Yorkshire Water Services Odsal Finance Holdings Limited and Yorkshire Water Services Odsal Finance Limited (each a "Guarantor" and together, the "Guarantors"), (together, the "Bonds") by Yorkshire Water Services Bradford Finance Limited (the "Issuer") and constituted by:

(a) in the case of the 2019 Bonds, the August 2039 Bonds and the December 2039 Bonds, a trust deed originally dated 24 July 2009, as amended and restated or supplemented from time to time;

(b) in the case of the 2023 Bonds, a trust deed originally dated 26 September 2012, as amended and restated or supplemented from time to time; and

(c) in the case of the 2029 Bonds and the 2042 Bonds, a trust deed originally dated 2 August 2011 as amended and restated or supplemented from time to time,

(each a "Bond Trust Deed"), in each case, between, amongst others, the Issuer and Deutsche Trustee Company Limited (the "Bond Trustee"), by Extraordinary Resolution (as defined in the relevant Bond Trust Deed) HEREBY:

(1) sanctions and approves the STID Proposal to which this Extraordinary Resolution relates, which is defined and described in the Solicitation Memorandum (as defined below);

(2) assents to and authorises, directs, requests and empowers the Bond Trustee to (i) vote in favour of the STID Proposal and (ii) take all other actions including executing any other documents necessary, desirable or expedient in connection with the STID Proposal from YWS dated 29 May 2018 and the amendments and consents proposed in such STID Proposal;

(3) authorises, ratifies, sanctions, directs, requests, instructs and empowers the Bond Trustee to concur with and (where applicable) execute, authorise and/or direct the Security Trustee to execute (i) the amendment documentation in respect of the CTA, MDA, STID, the Tax Deed of Covenant, the CP Agreement, the relevant Bond Trust Deeds, the relevant Agency Agreements and the Account Bank Agreement set out in the forms produced to this Meeting (the "Amendment Agreements"), each signed by the chairman of this Meeting for the purpose of identification and any consequential modifications (if any) thereto as the Bond Trustee considers necessary in its absolute discretion to give effect to this Extraordinary Resolution and (ii) any other amendments to the Finance Documents in order to give effect to and to implement the STID Proposal;

(4) waives any claim Bondholders may have against the Bond Trustee or Security Trustee as a result of any liability they may suffer or incur as a result of acting upon this Extraordinary Resolution (including but not limited to circumstances where it is subsequently found that this Extraordinary Resolution is not valid or binding);

(5) holds harmless, discharges and exonerates and indemnifies the Bond Trustee and the Security Trustee from and against all liability for which it may have become or may become liable as a result of acting in accordance with this Extraordinary Resolution under the Bonds, the Finance Documents or otherwise in respect of any act or omission, including, without limitation, in connection with this Extraordinary Resolution or its implementation, such modifications or the implementation of those modifications;

(6) sanctions and assents to every abrogation, amendment, modification, compromise or arrangement in respect of the rights of the Bondholders against the Issuer or the relevant Guarantors or against any of their property whether such rights shall arise under the Bonds, the Finance Documents or otherwise involved in or resulting from the STID Proposal, this Extraordinary Resolution or their implementation and/or the amendments and modifications to the Bonds, the Finance Documents or otherwise or their implementation; and

(7) approves that the Bond Trustee be and is hereby authorised and instructed not to obtain any legal opinions in relation to, or to enquire into the power and capacity of any person to enter into the Amendment Agreements or any other amendments to the Finance Documents or the due execution and delivery thereof by any party thereto or the validity and enforceability thereof.

The effectiveness of this Extraordinary Resolution is subject to the satisfaction of the Amendment Conditions as set out in the Solicitation Memorandum.

Unless the context otherwise requires, capitalised terms used in this Extraordinary Resolution shall bear the meanings given to them in the relevant Bond Trust Deed or, as applicable, the Solicitation Memorandum prepared by the Issuer and dated 29 May 2018 (the "Solicitation Memorandum")".

SECOND EXTRAORDINARY RESOLUTION

"THAT THIS MEETING (the "Meeting") of the holders (the "Bondholders") of the following series of Class A Bonds:

(i) GBP275,000,000 6.00 per cent. Guaranteed Fixed Rate Bonds Due 2019 issued on 24 July 2009 (the "2019 Bonds");

(ii) GBP300,000,000 6.375 per cent. Guaranteed Fixed Rate Bonds due 2039 (of which GBP200,000,000 in aggregate nominal amount was issued on 24 July 2009 and GBP100,000,000 in aggregate nominal amount was issued on 23 April 2010) (the "August 2039 Bonds");

(iii) GBP260,000,000 2.718 per cent. Guaranteed Retail Price Index-Linked Bonds due 2039 (of which GBP175,000,000 in aggregate nominal amount was issued on 24 July 2009 and GBP85,000,000 in aggregate nominal amount was issued on 23 April 2010) (the "December 2039 Bonds");

(iv) AUD50,000,000 5.875 per cent. Class A Unwrapped Guaranteed Bonds due 2023 issued on 26 April 2013 (the "2023 Bonds");

(v) GBP250,000,000 3.625 per cent. Class A1 Guaranteed Unwrapped Fixed Rate Bonds due 2029 issued on 1 August 2012 (the "2029 Bonds");

(vi) GBP50,000,000 1.803 per cent. Guaranteed Retail Price Index-Linked Bonds due 2042 issued on 22 May 2012 (the "2042 Bonds"),

each guaranteed by Yorkshire Water Services Limited, Yorkshire Water Services Holdings Limited, Yorkshire Water Services Finance Limited, Yorkshire Water Services Odsal Finance Holdings Limited and Yorkshire Water Services Odsal Finance Limited (each a "Guarantor" and together, the "Guarantors"), (together, the "Bonds") by Yorkshire Water Services Bradford Finance Limited (the "Issuer") and constituted by:

(a) in the case of the 2019 Bonds, the August 2039 Bonds and the December 2039 Bonds, a trust deed originally dated 24 July 2009, as amended and restated or supplemented from time to time;

(b) in the case of the 2023 Bonds, a trust deed originally dated 26 September 2012, as amended and restated or supplemented from time to time; and

(c) in the case of the 2029 Bonds and the 2042 Bonds, a trust deed originally dated 2 August 2011 as amended and restated or supplemented from time to time,

(each a "Bond Trust Deed"), in each case, between, amongst others, the Issuer and Deutsche Trustee Company Limited (the "Bond Trustee"), by Extraordinary Resolution (as defined in the relevant Bond Trust Deed) HEREBY:

(1) sanctions and approves the Substitution Proposal to which this Extraordinary Resolution relates, which is defined and described in the Solicitation Memorandum (as defined below);

(2) assents to and authorises, directs, requests and empowers the Bond Trustee to (i) vote in favour of the Substitution Proposal and (ii) take all other actions including executing any other documents necessary, desirable or expedient in connection with the Substitution Proposal;

(3) authorises, ratifies, sanctions, directs, requests, instructs and empowers the Bond Trustee to concur with and (where applicable) execute, authorise and/or direct the Security Trustee to execute (i) the Supplemental Trust Deed and Supplemental Agency Agreement, each signed by the chairman of this Meeting for the purpose of identification and any consequential modifications (if any) thereto as the Bond Trustee considers necessary in its absolute discretion to give effect to this Extraordinary Resolution and (ii) any other documents necessary, desirable or expedient in connection with the Substitution Proposal in order to give effect to and to implement the Substitution Proposal;

(4) acknowledges that notwithstanding the fact that Bondholders may approve the Substitution Proposal, the Substitution Proposal shall only be effective and be deemed to have been passed if each Substitution Proposal in respect of each Class of YWSBFL and YWSOFL Bonds is approved;

(5) waives any claim Bondholders may have against the Bond Trustee or Security Trustee as a result of any liability they may suffer or incur as a result of acting upon this Extraordinary Resolution (including but not limited to circumstances where it is subsequently found that this Extraordinary Resolution is not valid or binding);

(6) holds harmless, discharges and exonerates and indemnifies the Bond Trustee and the Security Trustee from and against all liability for which it may have become or may become liable as a result of acting in accordance with this Extraordinary Resolution under the Bonds, the Finance Documents or otherwise in respect of any act or omission, including, without limitation, in connection with this Extraordinary Resolution or its implementation, such modifications or the implementation of those modifications;

(7) sanctions and assents to every abrogation, amendment, modification, compromise or arrangement in respect of the rights of the Bondholders against the Issuer or the relevant Guarantors or against any of their property whether such rights shall arise under the Bonds, the Finance Documents or otherwise involved in or resulting from the Substitution Proposal, this Extraordinary Resolution or their implementation and/or the amendments and modifications to the Bonds, the Finance Documents or otherwise or their implementation; and

(8) approves that the Bond Trustee be and is hereby authorised and instructed not to obtain any legal opinions in relation to, or to enquire into the power and capacity of any person to enter into the Supplemental Trust Deed, Supplemental Agency Agreement or any other documents necessary, desirable or expedient in connection with the Substitution Proposal or the due execution and delivery thereof by any party thereto or the validity and enforceability thereof.

The effectiveness of this Extraordinary Resolution is subject to the satisfaction of the Amendment Conditions as set out in the Solicitation Memorandum.

Unless the context otherwise requires, capitalised terms used in this Extraordinary Resolution shall bear the meanings given to them in the relevant Bond Trust Deed or, as applicable, the Solicitation Memorandum prepared by the Issuer and dated 29 May 2018 (the "Solicitation Memorandum")".

Documents Available for Inspection

Bondholders may, at any time during normal business hours on any weekday (Saturdays, Sundays and bank and other public holidays excepted) prior to the Meeting, obtain copies of the documents set out below at the specified office of the Tabulation Agent set out below.

Documents available:

-- the Bond Trust Deed dated 24 July 2009, together with all amendments, restatements and supplements thereto;

-- the Agency Agreement dated 24 July 2009, together with all amendments, restatements and supplements thereto;

-- the Bond Trust Deed dated 2 August 2011, together with all amendments, restatements and supplements thereto;

-- the Agency Agreement dated 13 December 2011, together with all amendments, restatements and supplements thereto;

-- the Bond Trust Deed dated 26 September 2012, together with all amendments, restatements and supplements thereto;

   --           the CTA dated 24 July 2009, as most recently amended and restated on 15 July 2015; 
   --           the MDA dated 24 July 2009, as most recently amended and restated on 15 July 2015; 
   --           the STID dated 24 July 2009; 
   --           the Tax Deed of Covenant dated 24 July 2009; 
   --           the CP Agreement dated 15 July 2009; 
   --           the Account Bank Agreement dated 24 July 2009, as amended on 26 September 2012; 
   --           drafts of the Amendment Agreements; 
   --           drafts of the Supplemental Trust Deed and the Supplemental Agency Agreement; 
   --           the STID Proposal dated 29 May 2018; and 
   --           the Solicitation Memorandum dated 29 May 2018. 

General

The attention of Bondholders is particularly drawn to the quorum required for the Meeting and for an adjourned Meeting which is set out in "Voting and Quorum" below. Having regard to such requirements, Bondholders are strongly urged either to attend the Meeting or to take steps to be represented at the Meeting, as referred to below, as soon as possible.

Notwithstanding the outcome of this meeting, the Substitution Proposal will only be effective and implemented in respect of the Issuer if each Substitution Proposal in respect of YWSBFL and YWSOFL is approved.

None of Lloyds Bank Corporate Markets plc or NatWest Markets Plc (the "Solicitation Agents") expresses any view as to the merits of the Proposals or the Extraordinary Resolutions. None of the Solicitation Agents has been involved in negotiating the Proposals or the Extraordinary Resolutions and none of them makes a representation that all relevant information has been disclosed to the Bondholders in or pursuant to the Notice of Meeting. Accordingly, each Solicitation Agent recommends that Bondholders who are unsure of the impact of the Proposals and the Extraordinary Resolutions should seek their own independent financial, legal and tax advice, as appropriate.

The Issuer will bear certain legal, accounting and other professional fees and expenses associated with the Proposals, as more particularly agreed with the Solicitation Agents.

In accordance with normal practice, the Bond Trustee has not been involved in the formulation of the Proposals outlined in the Solicitation Memorandum and the Bond Trustee expresses no opinion on the merits of the Proposals or the Extraordinary Resolutions but has authorised it to be stated that it has no objection to the Extraordinary Resolutions being submitted to Bondholders for their consideration. The Bond Trustee recommends that Bondholders who are unsure of the impact of the Proposals and the Extraordinary Resolutions should take their own independent financial, legal and tax advice on the merits and on the consequences of voting in favour of or against each Extraordinary Resolution. The Bond Trustee is not responsible for the accuracy, completeness, validity or correctness of the statements made in the Solicitation Memorandum or omissions therefrom.

Accordingly, Bondholders who are unsure of the impact of the Proposals and the Extraordinary Resolutions should seek their own independent financial, legal and tax advice.

Voting and Quorum

The relevant provisions governing the convening and holding of the Meeting are set out in Schedule 4 to the Bond Trust Deed, copies of which are available for inspection as referred to above.

Each person (a "Beneficial Owner") who is the owner of a particular principal amount of the Bonds as shown in the records of Euroclear or Clearstream, Luxembourg or their accountholders (the "Accountholders") should note that they are not the legal or registered holders of the Bonds for the purposes of this Notice of Meeting and will only be entitled to attend and vote at the Meeting or to appoint a proxy or representative to do so in accordance with the procedures set out below.

Any Accountholder (directly or on behalf of Beneficial Owners) who has submitted Electronic Voting Instructions, as applicable, to the Clearing Systems no later than 4.00 p.m. (London time) on 15 June 2018 in accordance with the procedures set out in the Solicitation Memorandum need not take any further action in relation to voting at the Meeting in respect of each Extraordinary Resolution. By submitting or delivering a duly completed Electronic Voting Instruction to the relevant Clearing Systems, the relevant Accountholder instructs the Principal Paying Agent to appoint the Tabulation Agent as proxy to attend and vote at the Meeting in favour of or against each Extraordinary Resolution.

(1) The following paragraphs (1) and (2) apply only to Accountholders or Beneficial Owners who have not submitted or delivered or arranged for the submission or delivery of Electronic Voting Instructions to the relevant Clearing System in accordance with the terms of the Solicitation Memorandum. An Accountholder or Beneficial Owner wishing to attend and vote at the Meeting in person must produce at the Meeting either definitive Bonds or voting certificates in relation to the Bond in respect of which he wishes to vote. Those Beneficial Owners who, and Accountholders of Beneficial Owners who, hold their interests in the Bonds through the clearing systems and who wish to attend and vote at the Meeting should contact the relevant Clearing System (through the relevant Accountholder, if applicable) to make arrangements to be appointed as proxy in respect of the Bonds in which they have an interest for the purpose of attending and voting at the Meeting in person. Such Beneficial Owners or Accountholders must have made arrangements to vote with the relevant clearing system (through the relevant Accountholder, if applicable) in time for the relevant clearing system to arrange for them to be appointed as a proxy no later than 4.00 p.m. (London time) on 15 June 2018. An Accountholder or Beneficial Owner not wishing to attend and vote at the Meeting in person may either deliver his Bond(s) or a document (in the case of an Accountholder which is a corporation) appointing such person as representative of any such holder or Beneficial Owner to the person whom he wishes to attend on his behalf instructing the Principal Paying Agent to appoint a proxy to attend and vote at the Meeting in accordance with his instructions. Those Beneficial Owners who, and Accountholders of Beneficial Owners who, hold their interests in the Bonds through a clearing system and who wish to vote at but who do not wish to attend the Meeting should contact the relevant clearing system (through the relevant Accountholder, if applicable) to arrange for another person nominated by them to be appointed as a proxy in respect of such Bonds in which they have an interest to attend and vote at the Meeting on their behalf or to make arrangements for the votes relating to such Bonds in which they have an interest to be cast on their behalf by or on behalf of the Principal Paying Agent acting as a proxy. Such Beneficial Owners or Accountholders must have made arrangements to vote with the relevant clearing system (through the relevant Accountholder, if applicable) in time for the relevant clearing system to arrange for the Beneficial Owner's nominee, or a representative of the Principal Paying Agent, to be appointed as a proxy not later than 4.00 p.m. (London time) on 15 June 2018.

(2) Beneficial Owners or Accountholders of Class A Bonds of each Issuer will be required to submit independent instructions in respect of each Extraordinary Resolution on which they wish to vote to (i) approve the STID Proposal and (ii) approve the relevant Substitution Proposal.

(3) Bonds may be deposited with any Principal Paying Agent or held (to such Principal Paying Agent's satisfaction) to the order of such Principal Paying Agent or under such Principal Paying Agent's control or blocked in an account with a clearing system for the purpose of obtaining voting certificates or appointing proxies, not later than 4.00 p.m. (London time) on 15 June 2018 (or, if applicable, 48 hours before the time appointed for holding any adjournment of a Meeting) or appointing representatives in respect of the relative Meeting. Bonds so deposited or held will not be released until the earlier of the conclusion of the Meeting (or, if applicable, any adjournment of such Meeting) or the surrender of the receipt issued by the Principal Paying Agent in respect of such deposited Bonds in accordance with the Bondholder Meeting Provisions or such Bonds ceasing to be held to the Principal Paying Agent's order or under its control in connection with any amendment to the block voting instruction in accordance with the Bondholder Meeting Provisions.

(4) The Extraordinary Resolutions may only be considered at the Meeting if the Meeting is quorate. The Meeting will be quorate if at least one or more persons is or are present at the Meeting holding Bonds or voting certificates or being proxies or representatives who hold(s) or represent(s) the requisite principal amount of outstanding Bonds for the quorum requirement (as set out below across from "Original Meeting"). If the Meeting is not quorate, it will be adjourned to a later time and date. When the Meeting resumes following adjournment, the Bond Trust Deed makes provision for a lower quorum requirement (as set out below across from "Adjourned Meeting").

(5) If, within 15 minutes (or such longer period not exceeding 30 minutes as the chairman may decide) of the time fixed for the Meeting, a quorum is not present, the Meeting shall be adjourned for such period, being not less than 13 clear days nor more than 42 clear days, and to such place as may be appointed by the chairman of the Meeting either at or subsequent to such Meeting and approved by the Bond Trustee.

   (6)        The quorum requirement is as follows: 
 
            Meeting                            Quorum Requirement 
             Original Meeting                   One or more persons present holding 
                                                Definitive Bonds or voting certificates 
                                                or being proxies or representatives 
                                                and holding or representing not 
                                                less than three-quarters of the 
                                                Principal Amount Outstanding 
                                                of the Bonds. 
            Adjourned Meeting                  One or more persons present holding 
                                                Definitive Bonds or voting certificates 
                                                or being proxies or representatives 
                                                and holding or representing not 
                                                less than one-quarter of the 
                                                Principal Amount Outstanding 
                                                of the Bonds. 
 

Every question submitted to the Meeting shall, if so required by the chairman, be decided in the first instance by a show of hands unless a poll is (before or on the declaration of the result of the show of hands) demanded by the chairman, the Issuer, the Guarantors, the Bond Trustee or by any person present holding Bonds or voting certificates or being proxies or representatives. On a show of hands, every person who is present in person and who is holding Bonds or voting certificates or is a proxy or representative shall have one vote.

On a poll, every person who is so present shall have one vote in respect of each GBP1 or such other amount as the Bond Trustee may in its absolute discretion stipulate in Principal Amount Outstanding of the definitive bonds so produced or represented by the voting certificate so produced or in respect of which he is proxy or representative.

In case of equality of votes, the chairman shall, both on a show of hands and on a poll, have a casting vote in addition to the vote or votes (if any) to which he may be entitled as a Bondholder or as a holder of a voting certificate or as a proxy or representative.

Votes in favour of each Extraordinary Resolution must represent a majority of the votes cast, consisting of not less than three-quarters of the persons thereat upon a show of hands or if a poll is duly demanded by a majority consisting of not less than three-quarters of the votes cast on such poll, for each Extraordinary Resolution to be duly passed.

(1) If passed, each Extraordinary Resolution will be binding upon all Bondholders, whether or not they were present or represented at the Meeting and whether or not they voted at the Meeting. For the avoidance of doubt, no inter-conditionality exists between the two Extraordinary Resolutions above, with the effect that either (a) both Extraordinary Resolutions may be passed, (b) both Extraordinary Resolutions may not be passed or (c) one of the Extraordinary Resolutions may be passed but the other does not pass. Furthermore, Bondholders should note that in the event that a Substitution Proposal is passed, it may not be implemented.

(2) This notice, and any non-contractual obligations arising out of or in connection with it, is governed by, and shall be construed in accordance with, English law.

(3) Notice of the result of the Meeting will be given to Bondholders in accordance with the provisions of the Bond Trust Deed.

(4) Bondholders whose Bonds are held by Clearstream, Luxembourg or Euroclear should contact the Tabulation Agent for more information.

   (5)        The Solicitation Agents for the Proposals are: 
 
 Lloyds Bank Corporate 
  Markets plc 
  25 Gresham Street 
  London EC2V 7HN 
  United Kingdom 
  NatWest Markets Plc 
  250 Bishopsgate 
  London EC2M 4AA 
  United Kingdom 
 
   (6)        The Tabulation Agent with respect to the Proposals is: 
 
 Lucid Issuer Services 
  Limited 
  Tankerton Works 
  12, Argyle Walk 
  London WC1H 8HA 
  E-mail: yorkshirewater@lucid-is.com 
 
   (7)        The Principal Paying Agent with respect to the Bonds is: 
 
 Deutsche Bank AG, London 
  Branch 
  Winchester House 
  1 Great Winchester Street 
  London EC2N 2DB 
  United Kingdom 
 

This notice is given by:

YORKSHIRE WATER SERVICES BRADFORD FINANCE LIMITED

29 May 2018

This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact rns@lseg.com or visit www.rns.com.

END

MSCPGUQWAUPRGAB

(END) Dow Jones Newswires

May 29, 2018 11:37 ET (15:37 GMT)