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




 



RNS Number : 4870F
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.

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 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 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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