YORKSHIRE WATER SERVICES LIMITED ANNOUNCES
SUBSTITUTION OF ITS CAYMAN COMPANIES
16 August 2018
Yorkshire Water Services Limited (“YWS”) announces today
that, in furtherance of certain amendments described in a proposal
dated 29 May 2018 (the “STID
Proposal”), the following conditions have been satisfied:
(a) Rating
Agency confirmations confirming that the Transaction (as defined in
the form of the STID Proposal appended at Schedule 3 to the
Solicitation Memorandum) would not cause a downgrade or removal of
the then current credit rating of the Bonds (or where a Rating
Agency is not willing to provide its confirmation due to its
prevailing policy regarding the issue of rating affirmations, a
certificate in writing from YWS addressed to the Security Trustee
certifying that, in its opinion (and where the relevant Rating
Agency was prepared to consult with YWS, this opinion is based on
consultation with such Rating Agency), the Transaction would not
cause a downgrade or removal of the then current credit rating of
the Bonds);
(b) the
approval of the STID Proposal and the announcement by the Security
Trustee of such approval;
(c) the
execution of documentation in respect of the New UK Issuer’s
accession to certain transaction documents;
(d) the
delivery to the Security Trustee of certain legal opinions of
Linklaters LLP as to matters of capacity and enforceability of
certain transaction documents;
(e)
certifications of Yorkshire Water Services Limited as to certain
matters set out more fully in the STID Proposal; and
(f)
the other conditions set out in paragraph 4 of the form of the STID
Proposal (appended at Schedule 3 to the Solicitation
Memorandum),
(the “Amendment Conditions”).
Following satisfaction of the Amendment Conditions, amendment
documentation in respect of each of the CTA, MDA, STID, the Tax
Deed of Covenant, the Bond Trust Deeds, the Agency Agreements, the
CP Agreement and the Account Bank Agreement have been executed, and
Yorkshire Water Services Bradford Finance Limited and Yorkshire
Water Services Odsal Finance Limited (together, the “Cayman
Issuers”) have been substituted with Yorkshire Water Finance
plc, a public limited liability company incorporated in
England and Wales, as the issuer of the debt issued by
each of the Cayman Issuers, including for the following series of
bonds:
(a) issued
by Yorkshire Water Services Bradford Finance Limited:
(i)
£275,000,000 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);
(ii)
£300,000,000 6.375 per cent. Guaranteed Fixed Rate Bonds due 2039
(of which £200,000,000 in aggregate nominal amount was issued on
24 July 2009 and £100,000,000 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);
(iii)
£260,000,000 2.718 per cent. Guaranteed Retail Price Index-Linked
Bonds due 2039 (of which £175,000,000 in aggregate nominal amount
was issued on 24 July 2009 and
£85,000,000 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);
(iv)
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);
(v)
£250,000,000 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);
(vi) £50,000,000
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);
(vii)
£200,000,000 3.750 per cent. Fixed to Floating Rate Unwrapped
Guaranteed Bonds due 2046 (XS1381944260) (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); and
(viii) £90,000,000
4.965 per cent. Class B Unwrapped Guaranteed Bonds due 2033
(XS0939006770) (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);
and
(b) issued
by Yorkshire Water Services Odsal Finance Limited:
(i)£210,692,000 6.5876 per cent. Bonds due 2023 (XS0439817650)
(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 Bradford Finance Limited);
(ii)£135,476,000 6.4540 per cent. Bonds due 2027
(XS0439817734)
(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 Bradford Finance Limited)
(iii)£254,974,000 6.6011 per cent. Bonds due 2031
(XS0439817577)
(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 Bradford Finance Limited); and
(iv)£127,811,000 3.30666 per cent. Guaranteed Retail Price
Index-Linked Bonds due 2033 (XS0439817817) (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
Bradford Finance Limited).
In addition to the bonds listed above, Yorkshire Water Finance
plc has replaced Yorkshire Water Services Bradford Finance Limited
as the issuer of all of the US private placement notes. In total,
approximately £3 billion of bonds and US private placement notes
have transferred to Yorkshire Water Finance plc.
Capitalised terms used in this announcement and not defined
herein shall have the meanings ascribed to them in the Solicitation
Memorandum dated 29 May 2018 (the
“Solicitation Memorandum”).
The next step will be to remove the Cayman Issuers from the YW
Financing Group. Implementation of their removal will be announced
as soon as practicable.
For further information, please contact Mark Amsden (Company Secretary (Interim), +44
(0) 7790 616633)
This notice is given by:
YORKSHIRE WATER SERVICES
LIMITED
16 August 2018
This announcement is released by Yorkshire Water Services
Limited and contains inside information for the purposes of Article
7 of the Market Abuse Regulation (EU) 596/2014 (“MAR”),
encompassing information relating to the Proposals described above.
For the purposes of MAR and Article 2 of Commission Implementing
Regulation (EU) 2016/1055, this announcement is made by
Mark Amsden (Company Secretary
(Interim)) at Yorkshire Water Services Limited.
Legal Entity Identifier numbers:
Yorkshire Water Services Limited – 2138006E2VG89XLORJ06
Yorkshire Water Services Bradford Finance Limited –
213800O6R7EUHYFLXI94
Yorkshire Water Services Odsal Finance Limited –
2138004EMHYELGBEJH69