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, AS AMENDED BY THE MARKET ABUSE
(AMENDMENT) (EU EXIT) REGULATIONS 2019 (SI 2019/310) (“MAR”), AS IT
FORMS PART OF UK DOMESTIC LAW (“UK MAR”) BY VIRTUE OF THE EUROPEAN
UNION (WITHDRAWAL) ACT 2018, ENCOMPASSING INFORMATION RELATING TO
THE CONSENT SOLICITATIONS AND THE PROPOSALS DESCRIBED BELOW.
ANGLIAN WATER (OSPREY) FINANCING PLC
(incorporated with limited liability under the laws of
England and Wales under registered number 7476767)
(Legal Entity Identifier: 21380072JDZ74GW9ZY87)
announces the Consent Solicitations in relation to the Series of
Notes (listed in the table below) issued by it pursuant to its
£10,000,000,000[1]
Guaranteed Secured Medium Term Note Programme
unconditionally and irrevocably guaranteed by
OSPREY ACQUISITIONS LIMITED
(incorporated with limited liability under the laws of
England and Wales under registered number 5915896)
(“OAL”)
Issuer |
ISIN |
Description |
Principal amount outstanding(1) |
Anglian
Water (Osprey) Financing Plc |
XS1223283091 |
£210,000,000 5.00 per cent. Guaranteed Secured Fixed Rate Notes due
30 April 2023 unconditionally and irrevocably guaranteed by OAL
(“2023 Notes”) |
£210,000,000 |
Anglian
Water (Osprey) Financing Plc |
XS1732478000 |
£240,000,000 4.00 per cent. Guaranteed Secured Notes due March 2026
unconditionally and irrevocably guaranteed by OAL (“2026
Notes”) |
£240,000,000 |
(the 2023 Notes and the 2026 Notes
together, the “Notes” and each a “Series”)
- No Notes of any Series are owned or controlled, directly or
indirectly, by the Issuer.
London, 16 August
2021
Anglian Water (Osprey) Financing Plc (the “Issuer”) today
announces invitations to holders of the outstanding Notes in each
Series to consent to, in respect of each Series of Notes:
(i) the migration of the Notes from the existing financing platform
to the Issuer and OAL’s recently established ring-fenced investment
grade financing platform (the “Migration Proposal”) and to
make changes to the Trust Deed (including to the Conditions of the
Notes) in order to effect such Migration Proposal, and (ii) the
submission by the Issuer of a request to Moody’s Investors Service
Limited (“Moody’s”) to discontinue rating the respective
Series of Notes (the “Ratings Proposal”, and together with
the Migration Proposal, the “Proposals” and each a
“Proposal”), each by way of approving a separate
extraordinary resolution in respect of each Proposal (each an
“Extraordinary Resolution”), all as further described in the
Consent Solicitation Memorandum prepared by the Issuer dated
16 August 2021 (the “Consent
Solicitation Memorandum” and each such invitation in respect of
a Series, a “Consent Solicitation” and together, the
“Consent Solicitations”). Capitalised terms used in this
announcement and not otherwise defined shall have the meanings
given to them in the Consent Solicitation Memorandum.
Participation Fee
Pursuant to each Consent Solicitation, in respect of each
Series, each Noteholder who submits a valid Consent Instruction or
a valid Ineligible Noteholder Instruction voting in favour of or
against the Extraordinary Resolution relating to the Migration
Proposal and which is validly received by the Tabulation Agent by
the Expiration Deadline will be eligible, subject to the further
terms set out herein and in the Consent Solicitation Memorandum, to
receive a payment of 0.05 per cent. of the Outstanding Principal
Amount of Notes of such Series that is the subject of the relevant
valid Consent Instruction or valid Ineligible Noteholder
Instruction (in the case of Eligible Noteholders, the
“Participation Fee”). An amount equivalent to the relevant
Participation Fee will be paid to the relevant Ineligible
Noteholders on the terms, and subject to the conditions as further
described in the Consent Solicitation Memorandum (the
“Ineligible Noteholder Fee”). A separate Consent Instruction
(or Ineligible Noteholder Instruction) should be delivered by a
Noteholder in respect of its holding in each Series of Notes (if
applicable).
In this announcement, any references to “Participation Fee”
should, in the context of Ineligible Noteholders, be construed as
references to “Ineligible Noteholder Fee”. However, further details
on the Ineligible Noteholder Fee are set out in the section
entitled “Annexure – Form of Notice of Meetings” in the
Consent Solicitation Memorandum.
Each Consent Solicitation is expected to expire at 4:00 p.m. (London time) on 2
September 2021 (such time and date with respect to each
Series, as the same may be extended or amended, the “Expiration
Deadline”).
In respect of each Series, payment of the relevant Participation
Fee or Ineligible Noteholder Fee, as applicable, is subject to (i)
delivery of a valid Consent Instruction by an Eligible Noteholder
or a valid Ineligible Noteholder Instruction by an Ineligible
Noteholder in favour of or against the Extraordinary Resolution
relating to the Migration Proposal and which is validly received by
the Tabulation Agent by the Expiration Deadline and not revoked (in
the limited circumstances in which such revocation is permitted),
(ii) the Consent Conditions relating to the Migration Proposal
having been satisfied, and (iii) the other terms as set out in the
Consent Solicitation Memorandum.
Payment of the relevant Participation Fee or Ineligible
Noteholder Fee in respect of a Consent Solicitation of a particular
Series is not conditional on the approval of: (i) the Ratings
Proposal in respect of such Series, or (ii) any Extraordinary
Resolution in respect of the other Series of Notes.
Furthermore, in respect of each Series, implementation of the
Proposed Amendments/Instructions with regards to the Migration
Proposal and the Ratings Proposal are not conditional upon each
other.
The Issuer will pay the relevant Participation Fee to the
relevant Noteholders by no later than the fifth Business Day
following the announcement of the satisfaction of the Consent
Conditions relating to the Migration Proposal.
Background to the Consent Solicitations
- Background to Migration Proposal
Each Series of Notes was issued pursuant to the
£10,000,000,000[2] guaranteed secured medium term note programme
established by the Issuer (the “Programme”). The
intercreditor arrangements between the existing secured creditors
of the Issuer (including the Noteholders) (the “Existing Secured
Creditors”) prior to the establishment of the New Financing
Platform (as defined below) are governed by the amended and
restated intercreditor agreement dated 6
January 2011 between inter alios the Issuer, OAL, the
existing security trustee and the existing note trustee (the
“Existing Financing Platform”).
On 16 June 2021, the Issuer, OAL
and Osprey Investco Limited (“OIL” and together with OAL,
the “Guarantors”) established a new secured common debt
platform (the “New Financing Platform”). The Issuer and the
Guarantors also entered into the following documents in relation to
the New Financing Platform, each dated 16
June 2021, which set out the framework under which the
Guarantors and the Issuer may raise debt and contain common
representations, warranties, covenants and events of default, as
well as intercreditor arrangements:
- the security trust and intercreditor deed (the
“STID”);
- the common terms agreement (the “CTA”);
- the account bank agreement (the “ABA”);
- the master definitions agreement (the “MDA”); and
- the MidCo Obligors Security Agreement (the “MidCo Obligors
Security Agreement”, together with the STID, the CTA, the ABA
and the MDA, the “Common Debt Documents”).
On 16 June 2021, the Issuer
announced that it would like to offer the Noteholders an
opportunity to move to the New Financing Platform. As such, the
Issuer proposes pursuant to the Consent Solicitations, by way of
separate Extraordinary Resolutions, to amend the Conditions of each
Series of Notes to allow the Noteholders to benefit from the New
Financing Platform, including the common representations and
warranties, covenants and events of default package, the
intercreditor arrangements under the STID and the security created
under the MidCo Obligors Security Agreement. The commercial terms
of the Notes, including coupon, maturity date and other commercial
terms in the applicable final terms for each Series of Notes would
remain the same.
- Background to Ratings Proposal
The Notes are currently rated Ba1 by Moody’s Investors Service
Limited (“Moody’s”) and BBB- by Fitch Ratings Ltd
(“Fitch”). Given the sub-investment grade level of Moody’s
rating, the Issuer is launching the Ratings Proposal following
feedback from certain Noteholders that they would prefer that the
rating of the Notes by Moody’s is withdrawn and discontinued. As
part of its policy on ratings, Moody’s has informed the Issuer that
although it cannot commit to the withdrawal and discontinuance of
its rating of the Notes, it will take into account any instruction
the Issuer receives from the Noteholders in deciding whether to
continue to rate the Notes until their maturity.
With this in mind, the Issuer wishes to provide the Noteholders
of each Series the opportunity to vote on whether they wish for the
Moody’s rating applicable to the respective Series of Notes to be
withdrawn and discontinued. Should the Ratings Proposal pass in
respect of a particular Series, the Issuer will inform Moody’s that
this is the case and request that Moody’s considers withdrawing and
discontinuing its rating in respect of that Series. Notwithstanding
the approval (if it is so approved) of the Ratings Proposal by way
of Extraordinary Resolution at the relevant Meeting, there can be
no assurance from any person that Moody’s will in fact withdraw and
discontinue their rating of that Series, and notwithstanding the
outcome of the Extraordinary Resolution in respect of the Ratings
Proposal, Moody’s may continue to rate the Notes (or a Series of
Notes) until their maturity date(s) irrespective of the outcome of
the Extraordinary Resolution in respect of the Ratings Proposal for
each Series.
Consent Conditions
In respect of each Extraordinary Resolution of a Series of
Notes, the implementation of the Proposed
Amendments/Instructions
will be conditional on:
- the relevant Consent Solicitation not having been
terminated;
- the passing of the relevant Extraordinary Resolution;
- in respect of the Extraordinary Resolution relating to the
Migration Proposal only, the execution and delivery of the relevant
Supplemental Trust Deed and accession memorandum implementing the
Migration Proposal; and
- the quorum required for, and the requisite majority of votes
cast at, the relevant Meeting being satisfied by Eligible
Noteholders, irrespective of any participation at the Meeting by
Ineligible Noteholders (including the satisfaction of such
condition at an adjourned Meeting as described in “Meeting”
below) (the “Eligibility Condition”),
(in respect of each Consent Solicitation, each a “Consent
Condition” and together, the “Consent Conditions”).
The Issuer will announce the results of each Meeting and (i)
whether each Extraordinary Resolution has been passed; and (ii) the
satisfaction (or otherwise) of the relevant Consent Conditions, as
soon as reasonably practicable after the relevant Meeting and
following such satisfactions (or otherwise).
Meetings
The notice convening the Meetings of each Series of Noteholders
(the “Notice of Meetings”) to be held via teleconference on
7 September 2021 has been given to
Noteholders in accordance with the applicable Conditions on the
date of the Consent Solicitation Memorandum.
The Meeting for the 2023 Notes will commence at 9:30 a.m. (London time) and the Meeting for the 2026
Notes will commence at 9:45 a.m.
(London time) or after the
completion of the preceding Meeting (whichever is later).
To be eligible to receive the relevant Participation Fee, each
Noteholder who submits a valid Consent Instruction or valid
Ineligible Noteholder Instruction must not attend, or seek to
attend, (in each case via teleconference or otherwise) the relevant
Meeting or make any other arrangements to be represented at the
relevant Meeting (other than by way of its Consent Instruction or
Ineligible Noteholder Instruction).
Noteholders may choose to attend (via teleconference) the
relevant Meeting or make other arrangements to be represented at
the relevant Meeting in accordance with the provisions for meetings
of Noteholders set out in the Trust Deed, and as described in the
relevant Notice of Meetings without submitting a Consent
Instruction or Ineligible Noteholder Instruction. However, any such
Noteholder will not be eligible to receive the relevant
Participation Fee in respect of such Notes, irrespective of whether
such Noteholder has also delivered a Consent Instruction or an
Ineligible Noteholder Instruction or such other arrangements are
made by the Expiration Deadline.
In light of the ongoing developments in relation to the Covid-19
pandemic, the Issuer believes it to be inadvisable to hold the
relevant Meeting at a physical location. Accordingly, in accordance
with the provisions of the Trust Deed it has been agreed that
further regulations regarding the holding of the relevant Meeting
will be prescribed providing that each Meeting (and any relevant
adjourned Meeting or Meetings) will be held via teleconference, but
such Noteholders or their representatives will not be permitted to
speak or vote at any such Meeting. In such circumstances, those
Noteholders who have indicated that they wish to attend the
relevant Meeting or Meetings will be provided with further details
about attending the relevant Meeting or Meetings (and any adjourned
Meeting(s)) via teleconference. None of the Meetings will be
convened at a physical location.
Noteholders should refer to the Notice of Meetings for full
details of the procedures in relation to the Meetings.
General
Please also note that Anglian Water
Services Financing Plc (“Anglian Water Services”) has today
announced that it is conducting separate consent solicitations in
order to solicit consents from holders of certain Class B bonds
issued by Anglian Water Services to re-designate their bonds to
Class A bonds (the “OpCo Consent Solicitations”). The OpCo Consent
Solicitations are not conditional on the implementation of the
Proposed Ratings Instructions and/or the Proposed Migration
Amendments (or any of the other terms of the Consent Solicitations)
set out in this announcement or the Consent Solicitation
Memorandum.
For the avoidance of doubt, the
implementation of the Consent Solicitations set out in this
announcement and the related Consent Solicitation Memorandum are
not conditional on the success (or otherwise) of the OpCo Consent
Solicitations.
It is a term of each Consent Solicitation that Consent
Instructions shall be irrevocable (save in certain limited
circumstances as described in the Consent Solicitation
Memorandum).
The above provisions relating to Consent Instructions do not
affect the rights of Noteholders to attend (via teleconference) the
relevant Meeting or to make other arrangements to be represented at
the relevant Meeting in accordance with the relevant Meeting
Provisions. However, such Noteholders will not be eligible to
receive the applicable Participation Fee other than by submitting a
valid Consent Instruction or a valid Ineligible Noteholder
Instruction by the Expiration Deadline. Noteholders who wish to
attend a Meeting will be entitled to do so to observe proceedings
only and will not be permitted to speak or vote at the relevant
Meeting. A separate Consent Instruction must be completed in
respect of each Series of Notes.
The Issuer may, at its option and in its sole discretion, extend
or amend each Consent Solicitation at any time (subject in each
case to applicable law and the relevant Meeting Provisions and as
provided in the Consent Solicitation Memorandum, and provided that
no amendment may be made to the terms of the relevant Extraordinary
Resolution). Details of any such extension, amendment or
termination will be announced as provided in the Consent
Solicitation Memorandum as promptly as practicable after the
relevant decision is made.
Noteholders are advised to check with any bank, securities
broker or other intermediary through which they hold their Notes
when such intermediary would need to receive instructions from a
Noteholder in order for such Noteholder to participate in, or (in
the limited circumstances in which revocation is permitted) to
validly revoke their instruction to participate in, a Consent
Solicitation by the deadlines specified in the Consent Solicitation
Memorandum. The deadlines set by any such intermediary and each
Clearing System for the submission and (where permitted) revocation
of Consent Instructions will be earlier than the relevant deadlines
specified in the Consent Solicitation Memorandum.
Questions and requests for assistance in connection with (i) the
Consent Solicitations may be directed to the Solicitation Agents
and (ii) the delivery of Consent Instructions may be directed to
the Tabulation Agent, the contact details for which are on the last
page of this announcement.
Indicative Timetable
Set out below is an indicative timetable showing one possible
outcome for the timing of the Consent Solicitations, which will
depend, among other things, on timely receipt (and non-revocation)
of instructions, the rights of the Issuer (where applicable) to
extend, amend and/or terminate any Consent Solicitation (other than
the terms of the relevant Extraordinary Resolution) as
described in the Consent Solicitation Memorandum and the passing of
each Extraordinary Resolution at the initial Meeting for the
relevant Series. Accordingly, the actual timetable may differ
significantly from the timetable below.
Event
Announcement of Consent
Solicitations |
|
Announcement of Consent
Solicitations |
16 August 2021 |
Notice of Meetings delivered to the
Clearing Systems for communication to Direct Participants |
|
The Consent Solicitation Memorandum
and documents referred to under “General” in the relevant Notice of
Meetings are made available from the Tabulation Agent and from the
specified office of the Paying Agent |
|
Expiration
Deadline |
|
Final deadline for receipt by the
Tabulation Agent of valid Consent Instructions from Noteholders for
such Noteholders to be represented at the relevant Meeting |
4:00 p.m. (London time) on 2
September 2021(unless extended or amended) |
This will also be the deadline for
(i) the issuance, amendment or revocation of a voting instruction
given other than by way of a Consent Instruction; and (ii) making
any other arrangements to attend (via teleconference) or be
represented at any Meeting |
|
However, Noteholders making such
other arrangements or submitting Consent Instructions after the
Expiration Deadline will not be eligible to receive the applicable
Participation Fee |
|
Meetings |
|
Meetings to be held via
teleconference |
In respect of the 2023
Notes, 9:30 a.m. (London time) on 7 September 2021; and
in respect of the 2026 Notes, 9:45 a.m. (London time) on 7
September 2021 or after the completion of the preceding Meeting
(whichever is later). |
Announcement of results of
Meetings and satisfaction of the relevant Consent
Conditions |
|
Announcement of the results of the
Meetings and whether each Extraordinary Resolution has been passed
and the relevant Consent Conditions satisfied (or otherwise) |
7 September 2021 (as soon as
reasonably practicable after the Meetings) |
Effective Date |
|
In respect of a Proposal or
Proposals, for each Series of Notes, if a relevant Extraordinary
Resolution is passed and subject to the satisfaction of the
relevant Consent Conditions, the date on which, in respect of the
applicable Migration Proposal, the relevant Supplemental Trust Deed
and accession memorandum will be executed and, in respect of the
applicable Ratings Proposal, the date on which the Issuer submits a
written request to Moody’s to consider withdrawing and
discontinuing its rating of the relevant Series (however, as set
out herein, there can be no assurance from any person that Moody’s
will in fact withdraw and discontinue their rating of that Series,
and Moody’s may continue to rate the Notes (or a Series of Notes)
until their (respective) maturity date(s)) |
7 September 2021 |
Payment Date |
|
Subject to the satisfaction of the
Consent Conditions relating to the Migration Proposal and the other
terms set out herein, payment of the applicable Participation Fee
in respect of the applicable Migration Proposal |
No later than the fifth Business Day
following the date of the announcement of the satisfaction of the
relevant Consent Conditions. |
The Effective Date and the Payment Date in respect of each, or
both, Series of Notes, are subject to change in the case of an
adjourned Meeting or Meetings.
Noteholders are
advised to check with any bank, securities broker or other
intermediary through which they hold their Notes when such
intermediary would need to receive instructions from a Noteholder
in order for such Noteholder to participate in, or (in the limited
circumstances in which revocation is permitted) to validly revoke
their instruction to participate in, the relevant Consent
Solicitation(s) and/or the relevant Meeting(s) by the deadlines
specified above. The deadlines set by any such intermediary and
each Clearing System for the submission and (where permitted)
revocation of Consent Instructions will be earlier than the
relevant deadlines above.
Investor Presentation
An investor presentation prepared in connection with the Consent
Solicitations is available to Noteholders via Deal Roadshow at
https://dealroadshow.com/e/Anglian21, or by visiting
https://dealroadshow.com and entering the entry code: Anglian21
Further Information
A complete description of the terms and conditions of the
Consent Solicitations is set out in the Consent Solicitation
Memorandum. A copy of the Consent Solicitation Memorandum is
available to eligible persons upon request from the Tabulation
Agent.
Before making a decision with respect
to the Consent Solicitations, Noteholders should carefully consider
all of the information in the Consent Solicitation Memorandum and,
in particular, the risk factors described in the section entitled
“Certain Considerations relating to the Consent
Solicitations”.
For the purposes of UK MAR, this announcement is made by
Jane Pilcher.
Further details about the transaction can be obtained from:
The
Solicitation Agents
Barclays Bank PLC
5 The North Colonnade
Canary Wharf
London E14 4BB
United Kingdom |
Lloyds Bank Corporate Markets
plc
10 Gresham Street
London EC2V 7AE
United Kingdom |
Telephone: +44 20 3134 8515
Attention: Liability Management Group
Email: eu.lm@barclays.com |
Telephone: +44 20 7158 1726 /
1719
Attention: Liability Management Group
Email: liability.management@lloydsbanking.com |
Copies of the Consent Solicitation Memorandum can be obtained
from, and requests for information in relation to the procedures
for participating in the Consent Solicitations, and the submission
of a Consent Instruction (or Ineligible Noteholder Instruction, as
applicable) should be directed to:
Tabulation Agent
Lucid Issuer
Services Limited
Tankerton Works
12 Argyle Walk
London WC1H 8HA
United
Kingdom
Tel: +44 20 7704 0880
Attention: Arlind Bytyqi /
Jacek Kusion
Email: anglianwater@lucid-is.com
DISCLAIMER This announcement must be read in conjunction
with the Consent Solicitation Memorandum. This announcement and the
Consent Solicitation Memorandum contain important information which
should be read carefully before any decision is made in respect of
the relevant Proposed Amendments/Instructions. If any Noteholder 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 immediately, including as to any tax
consequences, from its stockbroker, bank manager, solicitor,
accountant or other financial 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. Any individual or company whose Notes are
held on its behalf by a broker, dealer, bank, custodian, trust
company or other nominee must contact such entity if it wishes to
participate in the relevant Consent Solicitation(s) relating to its
Notes.
The Note Trustee has not been involved
in the formulation of the Extraordinary Resolutions and the Note
Trustee expresses no opinion on the merits of any Extraordinary
Resolution or on whether the Noteholders would be acting in their
best interests in approving the Extraordinary Resolution and
nothing in this Notice of Meeting should be construed as a
recommendation to the Noteholders from the Note Trustee to vote in
favour of, or against, any Extraordinary Resolution. If any
Noteholder is in any doubt as to any aspect of the Proposals in the
Consent Solicitation Memorandum and/or the action it should take,
it is recommended to seek its own financial, legal or other advice,
including as to any tax consequences, from its stockbroker, bank
manager, solicitor, accountant, independent financial adviser
authorised under the Financial Services and Markets Act 2000, as
amended (if in the United Kingdom)
or other appropriately authorised financial adviser.
None of the Issuer, OAL, the Solicitation Agents, the Tabulation
Agent, the Note Trustee, or any director, officer, employee, agent,
representative or affiliate of any such person, is acting for any
Noteholder, or will be responsible to any Noteholder for providing
any protections which would be afforded to its clients or for
providing advice in relation to any Consent Solicitation or any
Extraordinary Resolution, and accordingly none of the Issuer, OAL,
the Solicitation Agents, the Tabulation Agent, the Note Trustee or
any director, officer, employee, agent, representative or affiliate
of any such person, makes any recommendation as to whether or not
or how Noteholders should participate in the relevant Consent
Solicitation(s) or otherwise participate at the relevant
Meeting(s). The Solicitation Agents, the Tabulation Agent and the
Note Trustee do not take any responsibility for the contents of
this announcement or the Consent Solicitation Memorandum.
IMPORTANT INFORMATION
This announcement is for informational purposes only and does
not constitute or form part of an offer to sell or the solicitation
of an offer to buy or subscribe to any securities, nor shall there
be any sale of securities in any jurisdiction in which such offer,
solicitation or sale would be unlawful prior to registration or
qualification under the securities laws of any such jurisdiction.
This announcement is not an offer of securities for sale into
the United States.
The release, publication or distribution of this announcement in
certain jurisdictions may be restricted by law and therefore
persons in such jurisdictions into which this announcement is
released, published or distributed should inform themselves about
and observe such restrictions.
No solicitation will be made in any jurisdiction in which the
making or acceptance thereof would not be in compliance with the
laws of such jurisdiction.
This announcement does not constitute or form part of any offer
or invitation to sell, or any solicitation of any offer to
purchase. It is not an advertisement and not a prospectus for the
purposes of Regulation (EU) 2017/1129 (including as it forms part
of domestic law by virtue of the EUWA).
UK MIFIR product governance /
Professional investors and ECPs only target market – Manufacturer
target market (if any) is eligible counterparties and professional
clients (all distribution channels). No key information document
(KID) pursuant to Regulation (EU) No 1286/2014 as it forms part of
UK domestic law by virtue of the EUWA (UK PRIIPs Regulation) has
been prepared as the Notes referred to in this Notice are not
available to retail investors in the UK.
[1] Please note that the programme size
was £1,000,000,000 at the time of the issuance of the Notes and
this has subsequently been increased to £10,000,000,000.
[2] Please note that the programme size
was £1,000,000,000 at the time of the issuance of the Notes and
this has subsequently been increased to £10,000,000,000.