THIS NOTICE CONTAINS IMPORTANT INFORMATION OF INTEREST TO THE
REGISTERED AND BENEFICIAL OWNERS OF THE NOTES (AS DEFINED BELOW).
IF APPLICABLE, ALL DEPOSITARIES, CUSTODIANS AND OTHER
INTERMEDIARIES RECEIVING THIS NOTICE ARE REQUESTED TO PASS THIS
NOTICE TO SUCH BENEFICIAL OWNERS IN A TIMELY
MANNER.
If
you are in any doubt as to the action you should take, you are
recommended to seek your own financial, tax and legal advice
immediately from your stockbroker, bank manager, solicitor,
accountant or other financial adviser authorised under the
Financial Services and Markets Act 2000 (if you are in the United
Kingdom), or from another appropriately authorised independent
financial, tax or legal adviser and such other professional advice
from your own professional advisers as you deem
necessary.
This Notice is addressed only to holders of the Notes (as
defined below) and persons to whom it may otherwise be lawful to
distribute it ("relevant persons"). It is directed only at relevant
persons and must not be acted on or relied on by persons who are
not relevant persons. Any investment or investment activity to
which this Notice relates is available only to relevant persons and
will be engaged in only with relevant persons.
If
you have recently sold or otherwise transferred your entire
holding(s) of Notes referred to below, you should immediately
forward this document to the purchaser or transferee or to the
stockbroker, bank or other agent through whom the sale or transfer
was effected for transmission to the purchaser or
transferee.
THIS NOTICE DOES NOT CONSTITUTE OR FORM PART OF, AND SHOULD
NOT BE CONSTRUED AS, AN OFFER FOR SALE, EXCHANGE OR SUBSCRIPTION
OF, OR A SOLICITATION OF ANY OFFER TO BUY, EXCHANGE OR SUBSCRIBE
FOR, ANY SECURITIES OF THE ISSUER OR ANY OTHER ENTITY IN ANY
JURISDICTION.
MILLSHAW SAMS NO.1
LIMITED
26 New
Street
St.
Helier
Jersey
JE2 3RA
(the
"Issuer")
NOTICE
to
holders of the following notes of the Issuer
presently
outstanding
£97,840,000 SAM
Notes
due 2054
(the
"Noteholders" and the
"Notes",
respectively)
Capitalised terms used herein and
not otherwise defined shall have the meanings ascribed to them in
the offering circular relating to the Notes dated 17 March
1999.
GENERAL
Notice is hereby given that,
pursuant to the note trust deed dated 25 March 1999 (as
supplemented by a supplemental trust deed dated 5 December 2023 and
as otherwise amended and/or supplemented from time to time (the
"Trust Deed"), on 30 May 2024 the Noteholders have passed an
Extraordinary Resolution in written form (the "Written
Resolution"). The Written Resolution was passed with the consent of
Noteholders of not less than 87.4 per cent. of Principal Amount
Outstanding of the Notes then outstanding. Accordingly, a second
supplemental trust deed between the Issuer and the Trustee
has been entered into to effect the amendments outlined in the
Written Resolution (the "Second Supplemental Trust
Deed").
The Written Resolution directs the
Issuer, promptly following its passing, to apply to remove the
Notes from the Official List of the London Stock
Exchange.
The Written Resolution further
requires that certain amendments be made to the Trust Deed. These
include amendments which have the effect of: (i) removing the
Issuer's obligation to maintain the listing of the Notes on the
London Stock Exchange, unless required to do so by an Extraordinary
Resolution; and (ii) requiring the Issuer (a) to use
all reasonable endeavours to list the
Notes on any regulated stock exchange approved by an Extraordinary
Resolution (a "Stock Exchange"), if so directed by an Extraordinary
Resolution; (b) following the listing of the Notes in accordance
with (a), at all times, to use its best endeavours to maintain such
listing; and (c) promptly to effect the delisting of the Notes from
a Stock Exchange, if so directed by an Extraordinary
Resolution.
Due
to this Written Resolution being passed the Issuer has applied to
delist the Notes from the Official List of the London Stock
Exchange (the "Delisting"). Pursuant to Listing Rule 5.2.8R, the
Issuer is required to provide Noteholders with at least 20 business
days' notice of the intended cancellation of the listing of the
Notes. Such notice is hereby given, and it is accordingly
anticipated that the Delisting will become effective at 8:00 a.m.
(London time) on 2 July 2024.
CONTEXT
Maintaining the listing on the London Stock Exchange has
become more costly since the Notes were originally issued, in part
due to increased regulatory and audit requirements imposed since
issuance. The reserve established in order to fund the
ongoing costs of the Issuer through to the maturity of the Notes
was not calculated to include such higher costs and the Delisting
is intended to reduce some of the additional burden on such
reserve.
Noteholders are strongly advised to take independent legal
advice as to the consequences of the Delisting for the Noteholders
and the Notes and are encouraged to contact the Issuer to make
their respective holdings known.
Noteholders may, at any time, obtain copies of the transaction
documents, including the Second Supplemental Trust Deed, by
requesting access to the document vault by emailing
millshaw@srz.com.
This Notice is given by
MILLSHAW SAMS NO.1 LIMITED
as Issuer
Dated 3 June 2024
26 New Street
St. Helier
Jersey JE2 3RA
Attention: Millshaw SAMS No.1
Limited - the Company Secretary
Facsimile: 01534 814815
Email:
shane.hollywood@ocorian.com