71ZU Scot Gas 43

TIDM71ZU

RNS Number : 1752V

Scotland Gas Networks PLC

09 December 2021

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.

9 December 2021

SCOTLAND GAS NETWORKS PLC

(incorporated with limited liability under the laws of Scotland under registered number SC264065)

(Legal Entity Identifier 549300Y7M5CC1U5DBX07)

(the "Issuer")

Notice of Approval of Written Resolution

of the holders of the

GBP80,000,000 Senior Unguaranteed Floating Rate Bonds due 2043 (ISIN: XS0348776294) (the "Bonds")

under the GBP5,000,000,000 Euro Medium Term Note Programme

of the Issuer presently outstanding.

On 8 December 2021, the Issuer circulated a written resolution (the "Written Resolution") to holders of the Bonds (the "Bondholders") to assent to the modification of (a) 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 10 March 2008, and to consequential or related amendments to the Trust Deed and Final Terms for the Bonds, such that for the purposes of any Interest Period beginning on or after 10 December 2021, the Rate of Interest for such Interest Period shall be the aggregate of (i) the ISDA Rate, plus (ii) the applicable Margin, plus or minus (iii) in respect of the period from (and including) the Specified Interest Payment Date falling on 10 December 2021 to (but excluding) the Specified Interest Payment Date falling on 10 March 2022, - (negative) 0.0410 per cent, and, in respect of the period from (and including) the Specified Interest Payment Date falling on 10 March 2022 to (but excluding) the Maturity Date, 0.1193 per cent, being an adjustment spread; as more fully set out and (where applicable) defined in the Supplemental Trust Deed and/or the Amended and Restated Final Terms; and (b) to consequential or related amendments to the Agency Agreement, as more fully set out and (where applicable) defined in the Supplemental Agency Agreement (together, the "Amendments").

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, the Amended and Restated Final Terms and the Supplemental Agency Agreement have been executed by the parties thereto and the Amendments to the Trust Deed have become effective as of 8 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. Neither the Issuer nor the 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).

For further information, please contact:

Scotland Gas Networks PLC

Duncan Holder

Treasurer

St Lawrence House

Station Approach

Horley, Surrey

RH6 9HJ

Tel: +44 (0)1293 818 316

Email: treasury@sgn.co.uk

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December 09, 2021 10:10 ET (15:10 GMT)

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