TIDM31HI
RNS Number : 3091T
Southern Water Serv (Finance) Ltd
23 November 2021
SOUTHERN WATER SERVICES (FINANCE) LIMITED ANNOUNCES THE RESULTS
OF A MEETING IN RELATION TO EACH SERIES OF BONDS SET OUT IN THE
SCHEDULE TO THIS NOTICE (TOGETHER, THE "BONDS")
23 November 2021
Southern Water Services (Finance) Limited (the "Issuer")
announces today the results of a meeting convened for holders (the
"Bondholders") of the Bonds to vote in respect of the Extraordinary
Resolution to, among other things, approve the Proposals and to
assent to and authorise the Bond Trustee to vote in favour of the
STID Proposal in accordance with the terms of the STID, vote in
favour of the entry by the Security Trustee or Bond Trustee into
the relevant documentation including, in respect of the STID
Proposal, amended and restated forms of the Finance Documents,
authorise the Bond Trustee to approve the relevant Substitution
Proposal and vote in favour of the entry by the Bond Trustee or
Security Trustee into the relevant documentation in respect of and
to effect such Substitution Proposal, each as set out in the
Solicitation Memorandum dated 26 October 2021 (the "Solicitation
Memorandum").
Capitalised terms used but not defined in this announcement have
the same meaning given to them in the Solicitation Memorandum.
Notice is hereby given to the Bondholders of the Bonds that at a
meeting of the Bondholders convened by the notice dated 26 October
2021 (the "Notice of Meeting") and held earlier today by
teleconference at 11:00 a.m. (London time), the necessary quorum
was achieved (with 83.25 per cent. of the aggregate nominal amount
of the Bonds for the time being outstanding being represented) and
the Extraordinary Resolution was duly passed (with 99.86 per cent.
of the votes being cast in favour).
In respect of the STID Proposal, the approval threshold is a
simple majority of votes cast during the Voting Period or, if
sooner, approval by more than 50 per cent. of the principal amount
outstanding of Qualifying Class A Debt, in each case provided that
any Secured Creditor whose Entrenched Rights are affected has also
approved the STID Proposal. The STID Voting Date is 25 November
2021 and an announcement will be published on or around such date
in respect of the results of the STID Proposal. If the STID
Proposal is approved and the Security Trustee has announced such
approval, payment of the Instruction Fee will be made by or on
behalf of the Issuer, in accordance with the provisions of the
Solicitation Memorandum, to the relevant Bondholders of the Bonds
on the Payment Date (and their Bonds will be unblocked in the
applicable Clearing Systems on such Payment Date).
Disclaimer
This announcement must be read in conjunction with the
Solicitation Memorandum. This announcement and the Solicitation
Memorandum contain important information which should be read
carefully. If any Bondholder is in any doubt about any aspect of
these proposals and/or the action it should take, it is recommended
to seek its own financial, legal, regulatory or other advice,
including as to any tax consequences, from its stockbroker, bank
manager, solicitor, accountant, independent or other adviser
authorised under the Financial Services and Markets Act 2000, as
amended (if in the United Kingdom) or from another appropriately
authorised independent financial adviser and such other
professional advice from its own professional advisers as it deems
necessary. This announcement is issued by Southern Water Services
Limited. None of the Sole Solicitation Agent, the Security Trustee
or the Bond Trustee accepts any responsibility for the contents of
this announcement.
This announcement is released by Southern Water Services Limited
and contains inside information for the purposes of Article 7 of
the Market Abuse Regulation (EU) 596/2014 as it forms part of
United Kingdom domestic law by virtue of the European Union
(Withdrawal) Act 2018 ("UK MAR"), encompassing information relating
to the Proposals described above. For the purposes of UK MAR and
Article 2 of Commission Implementing Regulation (EU) 2016/1055 as
it forms part of United Kingdom domestic law by virtue of the
European Union (Withdrawal) Act 2018, this announcement is made by
Richard Manning (Company Secretary) at Southern Water Services
Limited.
The Sole Solicitation Agent
NatWest Markets Plc
250 Bishopsgate
London EC2M 4AA
United Kingdom
Telephone: +44 (0) 20 7678 5222
Email: liabilitymanagement@natwestmarkets.com
Attention: Liability Management
The Tabulation Agent
Lucid Issuer Services Limited
The Shard
32 London Bridge Street
London SE1 9SG
United Kingdom
Telephone: +44 20 7704 0880
Email: southernwater@lucid-is.com
Attention: Jacek Kusion / Harry Ringrose
This notice is given by:
Southern Water Services (Finance) Limited in its capacity as
Issuer
23 November 2021
Legal Entity Identifier numbers:
Southern Water Services Limited - 54930007FJVKQFI3NF97
Southern Water Services (Finance) Limited -
213800BTY35K1724Z452
Schedule
1. Sub-Class A1 GBP350,000,000 6.192 per cent. Wrapped Bonds due
2029 (XS0172989252) (guaranteed by Southern Water Services Limited,
SWS Holdings Limited and SWS Group Holdings Limited);
2. Sub-Class A2a GBP150,000,000 Index-Linked Wrapped Bonds due
2034 (XS0173036194) (guaranteed by Southern Water Services Limited,
SWS Holdings Limited and SWS Group Holdings Limited);
3. Sub-Class A2b GBP35,000,000 Limited Indexed Wrapped Bonds due
2034 (XS0173059998) (guaranteed by Southern Water Services Limited,
SWS Holdings Limited and SWS Group Holdings Limited);
4. Sub-Class A4 GBP350,000,000 6.640 per cent. Unwrapped Bonds
due 2026 (XS0172992637) (guaranteed by Southern Water Services
Limited, SWS Holdings Limited and SWS Group Holdings Limited);
5. Sub-Class A5 GBP150,000,000 Index-Linked Unwrapped Bonds due
2023 (XS0173041517) (guaranteed by Southern Water Services Limited,
SWS Holdings Limited and SWS Group Holdings Limited);
6. Sub-Class A8 GBP150,000,000 5.00 per cent. Wrapped Bonds due
31 March 2041 (XS0220566383) (guaranteed by Southern Water Services
Limited, SWS Holdings Limited and SWS Group Holdings Limited);
7. GBP200,000,000 Sub-Class A9 4.50 per cent. Wrapped Bonds due
March 2052 (XS0271386244) (guaranteed by Southern Water Services
Limited, SWS Holdings Limited and SWS Group Holdings Limited);
and
8. GBP300,000,000 Sub-Class A10 5.125 per cent. Wrapped Bonds
due September 2056 (XS0308998144) (guaranteed by Southern Water
Services Limited, SWS Holdings Limited and SWS Group Holdings
Limited).
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END
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November 23, 2021 08:40 ET (13:40 GMT)
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