TIDM31HI
RNS Number : 4325B
Southern Water Serv (Finance) Ltd
30 September 2022
SOUTHERN WATER SERVICES LIMITED ANNOUNCES SUBSTITUTION OF ITS
CAYMAN COMPANY
30 September 2022
Southern Water Services Limited("SWS") announces today that, in
furtherance of certain amendments described in a proposal dated 26
October 2021 (the "STID Proposal"), the following conditions have
been satisfied:
(a) Rating Agency confirmations from any two of the Rating
Agencies confirming that the Transaction (as defined in the form of
the STID Proposal appended at Schedule 3 to the Solicitation
Memorandum) would not cause a downgrade or removal of the then
current credit rating of the Bonds (or where a Rating Agency is not
willing to provide its confirmation due to its prevailing policy
regarding the issue of rating affirmations, a certificate in
writing from SWS addressed to the Security Trustee certifying that,
in its opinion (and where the relevant Rating Agency was prepared
to consult with SWS, this opinion is based on consultation with
such Rating Agency), the Transaction would not cause a downgrade or
removal of the then current credit rating of the Bonds);
(b) the approval of the STID Proposal and the announcement by
the Security Trustee of such approval;
(c) the execution of documentation in respect of the accession
of each of the New UK Issuer and the New UK DebtCo to certain
transaction documents;
(d) the delivery to the Security Trustee of certain legal
opinions of Linklaters LLP as to matters of capacity and
enforceability of certain transaction documents;
(e) certifications of Southern Water Services Limited as to
certain matters set out more fully in the STID Proposal; and
(f) the other conditions set out in paragraph 5 of the form of
the STID Proposal (appended at Schedule 3 to the Solicitation
Memorandum),
(the "Amendment Conditions").
Following satisfaction of the Amendment Conditions, accession
and/or amendment documentation in respect of each of the CTA, MDA,
STID, the SW Tax Deed of Covenant, the Bond Trust Deeds, the Agency
Agreement, the Security Agreement, the CP Agreement and the Account
Bank Agreement have been executed, and Southern Water Services
(Finance) Limited (the "Cayman Issuer") has been substituted with
SW (Finance) II Limited, a private limited liability company
incorporated in England and Wales, as a borrower under certain
facility agreements, and SW (Finance) I PLC, a public limited
liability company incorporated in England and Wales, as the issuer
of the debt issued by the Cayman Issuer, including for the
following series of bonds:
(a) 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);
(b) 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);
(c) 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);
(d) 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);
(e) 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);
(f) 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);
(g) 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
(h) 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).
In addition to the bonds listed above, SW (Finance) I PLC has
replaced Southern Water Services (Finance) Limited as the issuer of
all of the US private placement notes.
Capitalised terms used in this announcement and not defined
herein shall have the meanings ascribed to them in the Solicitation
Memorandum dated 26 October 2021 (the "Solicitation
Memorandum").
The next step will be to remove the Cayman Issuer from the SW
Financing Group. Implementation of its removal will be announced as
soon as practicable.
For further information, please contact Richard Manning (Company
Secretary, +44 (0) 1903 272509)
This notice is given by:
SOUTHERN WATER SERVICES LIMITED
30 September 2022
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 ("MAR"), encompassing
information relating to the Proposals described above. For the
purposes of MAR and Article 2 of Commission Implementing Regulation
(EU) 2016/1055, this announcement is made by Richard Manning
(Company Secretary) at Southern Water Services Limited.
Legal Entity Identifier numbers:
Southern Water Services Limited - 54930007FJVKQFI3NF97
SW (Finance) I PLC- 549300BHN1HB5BNG2R96
Southern Water Services (Finance) Limited -
213800BTY35K1724Z452
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END
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