TIDM71ZU TIDM12FC
RNS Number : 4880F
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.
THIS NOTICE IS IMPORTANT AND REQUIRES THE IMMEDIATE ATTENTION OF
NOTEHOLDERS. IF NOTEHOLDERS ARE IN ANY DOUBT AS TO THE ACTION THEY
SHOULD TAKE, THEY SHOULD SEEK THEIR OWN FINANCIAL AND LEGAL ADVICE,
INCLUDING IN RESPECT OF ANY TAX CONSEQUENCES, IMMEDIATELY FROM
THEIR BROKER, BANK MANAGER, SOLICITOR, ACCOUNTANT OR OTHER
INDEPENDENT FINANCIAL, TAX OR LEGAL ADVISER.
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 Meeting
to the holders of those of the:
GBP300,000,000 4.875 per cent. Bonds due 5 October 2023 (ISIN:
XS0686570242), GBP350,000,000 2.50 per cent. Notes due 3 February
2025 (ISIN: XS1180063056), GBP250,000,000 3.250 per cent. Notes due
8 March 2027 (ISIN: XS1375954945), GBP125,000,000 2.317 per cent.
Index Linked Bonds due 2 November 2039 (ISIN: XS0460689044),
GBP225,000,000 6.375 per cent. Notes due 15 May 2040 (ISIN:
XS0362679176), GBP80,000,000 Senior Unguaranteed Floating Rate
Bonds due 10 March 2043 (ISIN: XS0348776294) and GBP225,000,000
4.875 per cent. Bonds (guaranteed by Ambac Assurance UK Limited)
due 21 December 2034 (ISIN: XS0232332402) (the "Notes")
the holders thereof, the "Noteholders") of the Issuer presently
outstanding.
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 prepared by the Issuer and dated 23 October
2020.
On 23 October 2020, the Issuer announced an invitation to
Noteholders of the Notes described in the table below to consent to
certain modifications to the Applicable Trust Deed of the relevant
Series (each such invitation in respect of a Series, a "Consent
Solicitation"). Meetings of the Noteholders (the "Meetings") were
held earlier today in connection with the Consent Solicitations,
and the Issuer now announces the results of the Meetings.
The full terms and conditions of the Consent Solicitations were
contained in the consent solicitation memorandum dated 23 October
2020 (the "Consent Solicitation Memorandum") prepared by the
Issuer.
Details of the Notes ISIN Full Nominal Amount Outcome of Meeting
GBP300,000,000 4.875 per cent. Bonds due 5 October 2023 XS0686570242 GBP 300,000,000 Passed
GBP350,000,000 2.50 per cent. Notes due 3 February 2025 XS1180063056 GBP 350,000,000 Passed
GBP250,000,000 3.250 per cent. Notes due 8 March 2027 XS1375954945 GBP 250,000,000 Passed
GBP125,000,000 2.317 per cent. Index Linked Bonds due 2 XS0460689044 GBP 125,000,000 Passed
November 2039
GBP225,000,000 6.375 per cent. Notes due 15 May 2040 XS0362679176 GBP 225,000,000 Passed
GBP80,000,000 Senior Unguaranteed Floating Rate Bonds due XS0348776294 GBP 80,000,000 Passed
10 March 2043
GBP225,000,000 4.875 per cent. Bonds (guaranteed by Ambac XS0232332402 GBP 225,000,000 Passed
Assurance UK Limited) due 21 December
2034
Results of the Meetings
The Meetings were held earlier today and notice is hereby given
to Noteholders that, at the Meetings, the Extraordinary Resolutions
were duly passed and became unconditional, and accordingly the
Consent Conditions have been satisfied. The relevant Supplemental
Trust Deeds relating to each Series and, in respect of the 2034
Notes only, the Applicable Final Terms, the Deed of Release and the
Deed of Secession and Termination, therefore will be executed by
the parties thereto and the modifications to the Trust Deed of each
relevant Series and in respect of the 2034 Notes only, the
Applicable Final Terms, the Deed of Release and the Deed of
Secession and Termination will become effective as of 17 November
2020.
Early Participation Fee
No later than the fifth Business Day following the date of this
notice of results of meetings, the Issuers will pay the Early
Participation Fee to each of the Noteholders from whom a valid
Consent Instruction in respect of the Extraordinary Resolution was
received by the Tabulation Agent on or prior to the Early
Instruction Deadline (and not revoked) in accordance with the
Consent Solicitation Memorandum.
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 Consent Solicitations described above.
For the purposes of MAR and Article 2 of Commission Implementing
Regulation (EU) 2016/1055, this announcement is made by Duncan
Holder.
DISCLAIMER This announcement must be read in conjunction with
the Consent Solicitation Memorandum. The Consent Solicitation
Memorandum contains important information which should be read
carefully before any decision is made with respect to the Consent
Solicitations. If any Noteholder is in any doubt as to the action
it should take, it is recommended to seek its own financial and,
legal or other advice, including in respect of any tax
consequences, immediately from its broker, bank manager, solicitor,
accountant or other independent financial, tax or legal adviser.
None of the Issuers, the Trustee, the Principal Paying Agent, the
Solicitation Agents or the Tabulation Agent expresses any opinion
about the terms of the Consent Solicitations or the Extraordinary
Resolutions.
General
The distribution of this announcement and the Consent
Solicitation Memorandum in certain jurisdictions may be restricted
by law, and persons into whose possession this announcement and/or
the Consent Solicitation Memorandum comes are required to inform
themselves about, and to observe, any such restrictions.
Nothing in this announcement or the Consent Solicitation
Memorandum constitutes or form 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, the Solicitation
Agents, the Tabulation Agent or 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.
Each Noteholder is solely responsible for making its own
independent appraisal of all matters (including those relating to
the Consent Solicitations, the Notes, the Extraordinary Resolutions
and the Issuers) as such Noteholder deems appropriate in
evaluating, and each Noteholder must make its own decision as to
whether to consent to, the relevant Consent Solicitation or
otherwise participate in the relevant Meeting. The Tabulation
Agent, the Solicitation Agents and the Principal Paying Agent are
the agents of the Issuers and owe no duty to any Noteholder, 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
Tankerton Works
12 Argyle Walk
London WC1H 8HA
United Kingdom
Telephone: +44 20 7704 0880
Attention: Arlind Bytyqi
email: sgn@lucid-is.com
This information is provided by RNS, the news service of the
London Stock Exchange. RNS is approved by the Financial Conduct
Authority to act as a Primary Information Provider in the United
Kingdom. Terms and conditions relating to the use and distribution
of this information may apply. For further information, please
contact rns@lseg.com or visit www.rns.com.
RNS may use your IP address to confirm compliance with the terms
and conditions, to analyse how you engage with the information
contained in this communication, and to share such analysis on an
anonymised basis with others as part of our commercial services.
For further information about how RNS and the London Stock Exchange
use the personal data you provide us, please see our Privacy
Policy.
END
MSCKKABQABDDNDD
(END) Dow Jones Newswires
November 16, 2020 11:49 ET (16:49 GMT)
Scot Gas 43 (LSE:71ZU)
Gráfico Histórico do Ativo
De Dez 2024 até Jan 2025
Scot Gas 43 (LSE:71ZU)
Gráfico Histórico do Ativo
De Jan 2024 até Jan 2025
