Anglian Water Ser Notice of Approval of Written Resolution
December 22 2021 - 12:20PM
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 WRITTEN RESOLUTION 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 INDEPENDENT LEGAL, REGULATORY, TAX, BUSINESS,
INVESTMENT, ACCOUNTING AND/OR FINANCIAL ADVISERS 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.
22 December 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 Approval of Written Resolution
of the holders of the
£35,000,000 Class A Unwrapped Floating Rate Bonds due 2031 (ISIN: GB00BYP7VR76)
(the "Bonds") unconditionally and irrevocably guaranteed by, inter alios,
Anglian Water Services Limited
under the ?10,000,000,000 Global Secured Medium Term Note Programme
of the Issuer presently outstanding.
On 22 December 2021, the Issuer circulated a written resolution (the "Written
Resolution") to holders of the Bonds (the "Bondholders") to assent to the
modification of the terms and conditions of the Bonds (the "Conditions"), as
set out in Schedule 1 to the Trust Deed, as completed by the Final Terms
applicable to the Bonds dated 8 March 2016, and to consequential or related
amendments to the Trust Deed and Final Terms for the Bonds, such that:
i. for the purposes of any Interest Period beginning on or after 27 December
2021, the Rate of Interest for such Interest Period shall be the aggregate
of (i) Compounded Daily SONIA, plus (ii) the applicable Margin, plus (iii)
0.116 per cent, being an adjustment spread; and
ii. new fallbacks shall be included in case the applicable SONIA reference rate
is not available when required (including fallback provisions in case a
Benchmark Event occurs with respect to SONIA),
all as more fully set out and (where applicable) defined in the Supplemental
Trust Deed and/or the Amended and Restated Final Terms (together, the "
Modifications").
Capitalised terms used but not defined in this notice of approval of written
resolution shall have the meanings given to them in the Written Resolution.
Approval of the Written Resolution
Notice is hereby given to Bondholders that the Written Resolution was duly
passed. Therefore, the Supplemental Trust Deed, Amended and Restated Final
Terms and the Permitted Non-Core Document Amendment Certificate have been
executed by the parties thereto and the Modifications to the Trust Deed have
become effective as of 22 December 2021.
DISCLAIMER This announcement must be read in conjunction with the Written
Resolution. This announcement and the Written Resolution contain important
information which should be read carefully. If any Bondholder is in any doubt
about any aspect of these proposals and/or the action it should take, it is
recommended to seek its own independent legal, regulatory, tax, business,
investment, accounting and/or financial advisers 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 Written
Resolution 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 Written Resolution 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 Written Resolution is an offer of securities for sale
into the United States. None of the Issuers, the Guarantors or the Bond Trustee
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 Written Resolution).
ISSUER
Anglian Water Services Financing Plc
Lancaster House, Lancaster Way,
Ermine Business Park, Huntingdon,
Cambridgeshire, PE26 6XU
Tel: +44 (0) 14 8032 3000
Fax: +44 (0) 14 8032 3540
Email: Treasurer@anglianwater.co.uk
Attention: The Treasurer
END
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