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

Ambac FinancialAnnouncement

16/11/2020 17:35

RNS Number : 4843F
  
Southern 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:
£150,000,000 Index Linked Bonds (guaranteed by XL Capital Assurance (U.K.) Limited) due 21 October 2025 (ISIN: XS0232335173), £375,000,000 4.875 per cent. Bonds (guaranteed by Financial Security Assurance (U.K.) Limited) due 21 March 2029 (ISIN: XS0232335769), £250,000,000 Index Linked Amortising Bonds (guaranteed by XL Capital Assurance (U.K.) Limited) due 21 October 2035 (ISIN: XS0232335926) and £165,000,000 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




£150,000,000 Index Linked Bonds (guaranteed by XL Capital Assurance (U.K.) Limited) due 21 October 2025


XS0232335173


GBP 150,000,000


Passed




£375,000,000 4.875 per cent. Bonds (guaranteed by Financial Security Assurance (U.K.) Limited) due 21 March 2029


XS0232335769


GBP 375,000,000


Passed




£250,000,000 Index Linked Amortising Bonds (guaranteed by XL Capital Assurance (U.K.) Limited) due 21 October 2035


XS0232335926


GBP 250,000,000


Passed




£165,000,000 Index Linked Bonds (guaranteed by Financial Security Assurance (U.K.) Limited) due 21 October 2022


XS0232332154


GBP 165,000,000


Passed



 
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 Southern 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.

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
 
 
STRKKABNABDDDDD