REG - Gwynt y Mor OFTO PLC - STID Proposal Implementation

PerpetualAnnouncement

03/12/2021 08:00

For best results when printing this announcement, please click on link below:
http://newsfile.refinitiv.com/getnewsfile/v1/story?guid=urn:newsml:reuters.com:20211203:nRSC4520Ua&default-theme=true

RNS Number : 4520U  Gwynt y Mor OFTO plc  02 December 2021

2 December 2021

THIS ANNOUNCEMENT RELATES TO THE DISCLOSURE OF INFORMATION THAT QUALIFIES AS
INSIDE INFORMATION WITHIN THE MEANING OF ARTICLE 7 OF THE MARKET ABUSE
REGULATION (EU) 596/2014 AS IT FORMS PART OF DOMESTIC LAW OF THE UNITED
KINGDOM BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018.

 

 

Gwynt y Môr OFTO plc

(incorporated with limited liability in England and Wales with registered
number 08796159)

(the Issuer)

 

 

ANNOUNCEMENT OF STID PROPOSAL RESULTS

 

 

We refer to the announcement dated 24 September 2021 relating to the launch of
a consent solicitation (the Consent Solicitation) in respect of the
£339,215,000 2.778 per cent. Secured Bonds due February 2034 (XS1175846580)
(the Bonds) issued by the Issuer.

Capitalised terms used in this announcement and not defined herein have the
meanings given to such terms in the solicitation memorandum (Solicitation
Memorandum) dated 24 September 2021 in respect of the Consent Solicitation.

1.         Background

On 19 November 2021, the Issuer announced that (as set out in paragraph 4 of
the STID Proposal (Negative Consent) and in accordance with paragraph 5
(Ordinary Voting Matters) of Schedule 2 (STID Decision Making Protocol) of the
STID) the Issuer received notice on 16 November 2021 from the Security Trustee
that the STID Proposal was duly passed.

2.         Purpose of this Announcement

The purpose of this announcement is to announce that:

(a)        The Proposed Termination and the Proposed Replacement have
been effected by completion of the following procedures:

(i)         termination of the Existing O&M Agreement (together
with any associated credit support in respect of the Existing O&M
Contractor's obligations thereunder) and replacement of the Existing O&M
Agreement with an operation and maintenance contract (the New O&M
Agreement), and associated credit support, on terms no less favourable to the
Issuer with EDS HV Management Limited, and such no less favourable terms have
been confirmed by the Issuer to the Security Trustee by way of a certificate
delivered to the Security Trustee (the Formalities Certificate) together with
a copy of the New O&M Agreement promptly following execution of the New
O&M Agreement;

(ii)        the execution by the Security Trustee (in its own capacity
and on behalf of the Secured Creditors pursuant to clause 22.5 (Effectiveness)
of the STID) and Gwynt y Mor OFTO plc (in its own capacity and on behalf of
the Obligors pursuant to clause 7 (OFTO) of the Common Terms Agreement) of an
amendment deed to the MDA dated 2 December 2021 (the MDA Deed of Amendment).

(iii)       electronic copies of the New O&M Agreement, the
Formalities Certificate and the MDA Deed of Amendment have been delivered to
Deutsche Trustee Company Limited acting as the Security Trustee and the Bond
Trustee; and

(b)        accordingly, the STID Proposal has been implemented.

 

Market Abuse Regulation

This announcement is released by the Issuer and contains information in
relation to the Bonds that qualified as inside information for the purposes of
the Market Abuse Regulation (EU) 596/2014 as it forms part of domestic law of
the United Kingdom by virtue of the European Union (Withdrawal) Act 2018
("EUWA") ("MAR"), encompassing information relating to the Bonds. For the
purposes of MAR and Article 2 of Commission Implementing Regulation (EU)
2016/1055 as it forms part of domestic law of the United Kingdom by virtue of
the EUWA, this Notice is made by Simon Rooke, Director.

 

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 (mailto:rns@lseg.com)
 or visit
www.rns.com (http://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 (https://www.lseg.com/privacy-and-cookie-policy)
.   END  ISEUPGMPPUPGPPP