Anglian Water Ser Notice of Results Meetings
September 14 2021 - 5:14AM
UK Regulatory
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 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
PROPOSAL DESCRIBED BELOW.
THIS NOTICE IS IMPORTANT AND REQUIRES THE IMMEDIATE ATTENTION OF BONDHOLDERS.
IF BONDHOLDERS 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.
14 September 2021
ANGLIAN WATER SERVICES FINANCING PLC
(incorporated with limited liability under the laws of England and Wales under
registered number 4330322)
(Legal Entity Identifier: 213800DL377MH46PDY63)
(the "Issuer")
Notice of Results of Meetings
of the holders of the
£200,000,000 4.50 per cent. Guaranteed Class B Unwrapped Bonds due February
2026 (ISIN: XS0890564544) (the "2026 Bonds") and £200,000,000 2.625 per cent.
Guaranteed Class B Unwrapped Bonds due June 2027 (ISIN: XS1577797456) (the
"2027 Bonds", and together with the 2026 Bonds, the "Bonds"), each
unconditionally and irrevocably guaranteed by Anglian Water Services Limited,
Anglian Water Services Holdings Limited and Anglian Water Services UK Parent Co
Limited (together, the "Obligors" and each, an "Obligor") and issued pursuant
to the Issuer's ?10,000,000,000 Global Secured Medium Term Note Programme
of the Issuer presently outstanding.
On 16 August 2021, the Issuer announced invitations to holders of the Bonds
(the "Bondholders") described in the table below 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").
Meetings of the Bondholders of each Series of Bonds (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
£200,000,000 4.50 per cent. XS0890564544 £200,000,000 Proposal
Guaranteed Class B Unwrapped Passed
Bonds due February 2026
unconditionally and irrevocably
guaranteed by the Obligors ("
2026 Bonds")
£200,000,000 2.625 per cent. XS1577797456 £200,000,000 Proposal
Guaranteed Class B Unwrapped Passed
Bonds due June 2027
unconditionally and irrevocably
guaranteed by the Obligors ("
2027 Bonds")
1. No Bonds of any Series are owned or controlled, directly or indirectly, by
the Issuer or any Obligor.
Results of the Meetings
Notice is hereby given to Bondholders that, at the Meetings, each of the
Extraordinary Resolutions in respect of the 2026 Bonds and the 2027 Bonds were
duly passed. Therefore, in respect of the Proposal for the 2026 Bonds and the
2027 Bonds, the Amended Final Terms and Permitted Non-Core Document Amendment
Certificate in respect of each Series will be executed and delivered by the
Issuer and Obligors and such documents will become effective as of 14 September
2021. Following the execution and delivery of the Amended Final Terms and
Permitted Non-Core Document Amendment Certificate implementing the Proposal,
the Consent Conditions will be satisfied.
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
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, 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 Bond 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 Bondholder is solely responsible for making its own independent appraisal
of all matters as such Bondholder 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 Bondholder, 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
END
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