REG - Financial Guaranty Northern Gas Network - Result of Consent Solicitation

Bank Of New York MellonAnnouncement

13/10/2021 13:40

RNS Number : 9789O
  
Financial Guaranty UK Limited
  
13 October 2021
  
 

THIS ANNOUNCEMENT IS NOT FOR DISTRIBUTION TO ANY PERSON LOCATED OR RESIDENT IN ANY JURISDICTION WHERE IT IS UNLAWFUL TO DISTRIBUTE THIS ANNOUNCEMENT.
 
13 October 2021
NOTICE OF RESULTS OF MEETING
to the holders of the outstanding
£255,000,000 4.875 per cent. Guaranteed Bonds due 2035 (ISIN: XS0234964533) 
(the "Bonds")
 
issued by
Northern Gas Networks Finance Plc 
(incorporated with limited liability in England and Wales under company number 05575923)
unconditionally and irrevocably guaranteed by
Northern Gas Networks Limited 
(incorporated with limited liability in England and Wales under company number 05167070)
and unconditionally and irrevocably guaranteed by as to scheduled payments of principal and interest only pursuant to a Financial Guarantee issued by 
Financial Guaranty UK Limited
(incorporated with limited liability in England and Wales on 30 January 2004 
under company number 05030956) (the "Financial Guarantor")
 
On 21 September 2021 Financial Guaranty UK Limited (incorporated with limited liability in England and Wales with registered number 05030956) (the "Financial Guarantor") provided a notice to solicit consents (the "Consent Solicitation") from the holders of the outstanding £255,000,000 4.875 per cent. Guaranteed Bonds due 2035 (ISIN: XS0234964533 / Common Code:  023496453) (the "Bonds") issued by Northern Gas Networks Finance Plc (the "Issuer") and guaranteed by Northern Gas Networks Limited ("NGN") and unconditionally and irrevocably guaranteed as to scheduled payments of principal and interest only pursuant to a Financial Guarantee issued by the Financial Guarantor.  The Meeting of the Bondholders (the "Meeting") was held earlier today in connection with the Consent Solicitation, and the Financial Guarantor now announces the result of the Meeting.
 
The terms and conditions of the Consent Solicitation were contained in the Consent Solicitation Memorandum (the "Consent Solicitation Memorandum") dated 21 September 2021.  Capitalised terms used in this notice and not otherwise defined herein have the meanings ascribed to them in the Consent Solicitation Memorandum.
 
Notice is hereby given to Bondholders that the Meeting held on 13 October 2021 by teleconference was quorate, and the Extraordinary Resolution was considered and duly passed at the Meeting.  
 
Pursuant to the terms of the Consent Solicitation, the Proposed Amendments pursuant to the First Master Amendment Agreement referred to in the Extraordinary Resolution will become effective upon payment of the Early Participation Fee and Ineligible Bondholder Payment to Bondholders who are entitled to receive such payments under the terms of the Consent Solicitation, subject to the satisfaction of all other conditions of the Consent Solicitation. 
 
The Financial Guarantor expects to pay on 14 October 2021 (i) the Early Participation Fee to each Bondholder who completed and delivered valid Solicitation Instructions which were received by the Tabulation Agent on or prior to 4.00 p.m. (London time) on 1 October 2021 and (ii) the Ineligible Bondholder Payment to each Ineligible Bondholder who completed and delivered valid Ineligible Bondholder Instructions which were received by the Tabulation Agent on or prior to 4.00 p.m. (London time) on 1 October 2021.  As all other conditions of the Consent Solicitation have been satisfied (including the Eligibility Condition, the Regulatory Condition and the Ratings Condition), the Proposed Amendments will become effective upon such payments being made.
 
This Notice is given by Financial Guaranty UK Limited.
This announcement must be read in conjunction with the Consent Solicitation Memorandum. 
 
The Solicitation Agent
Barclays Bank PLC

5 The North Colonnade
Canary Wharf 
London E14 4BB
(Attention: Liability Management Group, Telephone: +44 20 3134 8515, Email: eu.lm@barclays.com)
 
The Tabulation Agent

Lucid Issuer Services Limited
The Shard, 32 London Bridge Street, London SE1 9SG 
(Attention: Owen Morris, Tel: +44 20 7704 0880, Fax: +44 20 3004 1590, Email: fguk@lucid-is.com)
 
The Principal Paying Agent
The Bank of New York Mellon, London Branch
One Canada Square
London E14 5AL
(Tel.: +44 1202 689 597; Fax: +44 20 7964 2536; Group E-mail: corpsov2@bnymellon.com)
 
This announcement may contain inside information for the purposes of Article 7 of the Market Abuse Regulation (EU) 596/2014 (MAR), as amended by the Market Abuse (Amendment) (EU Exit) Regulations 2019 (SI 2019/310), as it forms part of UK domestic law by virtue of the European Union (Withdrawal) Act 2018, encompassing information relating to the Consent Solicitation and the Proposal described above.
 
None of the Solicitation Agent, the Tabulation Agent, the Trustee or the Principal Paying Agent takes any responsibility for the contents of this announcement.
 
This announcement does not constitute an offer to sell or a solicitation of an offer to buy securities, and there shall be no sale of securities in any jurisdiction in which any offer, solicitation or sale would be unlawful prior to registration or qualification of such securities under the securities laws of any such jurisdiction. This announcement is not an offer for sale of any securities in the United States. Securities may not be offered or sold in the United States absent registration or an exemption from registration under the U.S. Securities Act of 1933, as amended. The Issuer, NGN and the Financial Guarantor have not registered and do not intend to register any portion of any offering of securities in the United States nor to conduct a public offering of any securities in the United States.  
The distribution of this announcement in certain jurisdictions may be restricted by law. Persons into whose possession this announcement comes are required to inform themselves about, and to observe, any such restrictions.
 
 

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
 
 
MSCGPGCWUUPGGGW