TIDM71ZU TIDM12FC
RNS Number : 4847F
Scotland Gas Networks PLC
16 November 2020
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.
16 November 2020
SOUTHERN GAS NETWORKS PLC
(incorporated with limited liability under the laws of England
and
Wales under registered number 05167021)
(Legal Entity Identifier: 549300SPX8573VZ2SK79)
And
SCOTLAND GAS NETWORKS PLC
(incorporated with limited liability under the laws of
Scotland under registered number SC264065)
(Legal Entity Identifier: 549300Y7M5CC1U5DBX07)
(each, an "Issuer" and together, the "Issuers")
Notice of Results of Meetings
to the holders of those of the:
GBP150,000,000 Index Linked Bonds (guaranteed by XL Capital
Assurance (U.K.) Limited) due 21 October 2025 (ISIN: XS0232335173),
GBP375,000,000 4.875 per cent. Bonds (guaranteed by Financial
Security Assurance (U.K.) Limited) due 21 March 2029 (ISIN:
XS0232335769), GBP250,000,000 Index Linked Amortising Bonds
(guaranteed by XL Capital Assurance (U.K.) Limited) due 21 October
2035 (ISIN: XS0232335926) and GBP165,000,000 Index Linked Bonds
(guaranteed by Financial Security Assurance (U.K.) Limited) due 21
October 2022 (ISIN: XS0232332154) (the "Notes")
(the holders thereof, the "Noteholders") of the Issuer presently
outstanding.
Capitalised terms used but not defined in this notice of results
of meeting shall have the meanings given to them in the trust deed
dated 17 October 2005 (the "Trust Deed") made between, inter alios,
Southern Gas Networks plc, Scotland Gas Networks plc, Ambac
Assurance UK Limited, Financial Security Assurance (U.K.) Limited,
XL Capital Assurance (U.K.) Limited and Citicorp Trustee Company
Limited (the "Trustee").
On 23 October 2020, the Issuers notified the Noteholders that
meetings would be convened in respect of certain proposed
modifications to the Trust Deed and the Final Terms in respect of
the Notes (the "Notice of Meetings"). These meetings (the
"Meetings") were held earlier today, and the Issuer now announces
the results of the Meetings.
Pursuant to the provisions of the Trust Deed and a certificate
of appointment dated 1 June 2018, Assured Guaranty (Europe) PLC
(formerly named Financial Security Assurance (U.K.) Limited) ("AG")
and Assured Guaranty Corp. ("AGC") as agent for Syncora Guarantee
Inc. as assignee of Syncora Guarantee (U.K.) Limited (formerly
named XL Capital Assurance (U.K.) Limited) ("Syncora" and together
with AG, the "Financial Guarantors") have the right to direct the
Trustee and to vote at Meetings of Notes for which they provided a
Financial Guarantee as if they were the holders of 100 per cent. of
the then aggregate Principal Amount Outstanding of such notes to
the exclusion of any right which the holders of such notes would
otherwise have to vote or to request or direct the Trustee.
Further, the Financial Guarantors are not required to attend a
Meeting but can instead deliver written instructions to the Trustee
as to their vote in respect of the items in the relevant Meeting
notice relating to the notes which they guarantee. The Financial
Guarantors have exercised this right in respect of the Meetings and
have notified the Trustee by way of written direction that they
vote in favour of the Extraordinary Resolutions in respect of the
Notes set out in the Notice of Meetings.
Details of the Notes ISIN Full Nominal Amount Outcome of Meeting
GBP150,000,000 Index Linked Bonds (guaranteed by XL Capital XS0232335173 GBP 150,000,000 Passed
Assurance (U.K.) Limited) due
21 October 2025
GBP375,000,000 4.875 per cent. Bonds (guaranteed by XS0232335769 GBP 375,000,000 Passed
Financial Security Assurance (U.K.) Limited)
due 21 March 2029
GBP250,000,000 Index Linked Amortising Bonds (guaranteed by XS0232335926 GBP 250,000,000 Passed
XL Capital Assurance (U.K.) Limited)
due 21 October 2035
GBP165,000,000 Index Linked Bonds (guaranteed by Financial XS0232332154 GBP 165,000,000 Passed
Security Assurance (U.K.) Limited)
due 21 October 2022
Results of Meetings
The Meetings were held earlier today and notice is hereby given
to Noteholders that the Extraordinary Resolutions were duly passed
and became unconditional. The Supplemental Trust Deed relating to
the Notes therefore will be executed by the parties thereto and the
modifications to the Trust Deed and Final Terms will become
effective as of 17 November 2020.
This announcement is released by Scotland Gas Networks plc and
contains information in relation to the Notes that qualified or may
have qualified as inside information for the purposes of Article 7
of the Market Abuse Regulation (EU) 596/2014 ("MAR"), encompassing
information relating to the amendments described above. For the
purposes of MAR and Article 2 of Commission Implementing Regulation
(EU) 2016/1055, this announcement is made by Duncan Holder.
General
The distribution of this announcement in certain jurisdictions
may be restricted by law, and persons into whose possession this
announcement comes are required to inform themselves about, and to
observe, any such restrictions.
Nothing in this announcement constitutes or forms part of, and
should not be construed as, an offer for sale or subscription of,
or a solicitation of any offer to buy or subscribe for, any
securities of the Issuers or any other entity. None of the Issuers,
the Trustee or the Principal Paying 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.
The Principal Paying Agent is the agent of the Issuers and owes
no duty to any Noteholder and does not accept any responsibility
for the contents of this announcement.
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END
MSCKKABNABDDQDD
(END) Dow Jones Newswires
November 16, 2020 11:37 ET (16:37 GMT)
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