REG - Scotland Gas Ntwrks SouthernGasNetworks - Consent Solicitation - Results Announcement

Ambac FinancialAnnouncement

16/11/2020 17:50

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:
£300,000,000 4.875 per cent. Bonds due 5 October 2023 (ISIN: XS0686570242), £350,000,000 2.50 per cent. Notes due 3 February 2025 (ISIN: XS1180063056), £250,000,000 3.250 per cent. Notes due 8 March 2027 (ISIN: XS1375954945), £125,000,000 2.317 per cent. Index Linked Bonds due 2 November 2039 (ISIN: XS0460689044), £225,000,000 6.375 per cent. Notes due 15 May 2040 (ISIN: XS0362679176), £80,000,000 Senior Unguaranteed Floating Rate Bonds due 10 March 2043 (ISIN: XS0348776294) and £225,000,000 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




£300,000,000 4.875 per cent. Bonds due 5 October 2023


XS0686570242


GBP 300,000,000


Passed




£350,000,000 2.50 per cent. Notes due 3 February 2025


XS1180063056


GBP 350,000,000


Passed




£250,000,000 3.250 per cent. Notes due 8 March 2027


XS1375954945


GBP 250,000,000


Passed




£125,000,000 2.317 per cent. Index Linked Bonds due 2 November 2039


XS0460689044


GBP 125,000,000


Passed




£225,000,000 6.375 per cent. Notes due 15 May 2040


XS0362679176


GBP 225,000,000


Passed




£80,000,000 Senior Unguaranteed Floating Rate Bonds due 10 March 2043


XS0348776294


GBP 80,000,000


Passed




£225,000,000 4.875 per cent. Bonds (guaranteed by Ambac Assurance UK Limited) due 21 December 2034


XS0232332402


GBP 225,000,000


Passed



 
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

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