TIDM31HI
RNS Number : 3162Q
Southern Water Serv (Finance) Ltd
26 October 2021
NOTICE OF MEETING
THIS NOTICE IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION.
IF YOU ARE IN ANY DOUBT ABOUT THE ACTION YOU SHOULD TAKE, YOU
SHOULD CONSULT IMMEDIATELY YOUR STOCKBROKER, BANK MANAGER,
SOLICITOR, ACCOUNTANT OR OTHER PROFESSIONAL ADVISER AUTHORISED
UNDER THE FINANCIAL SERVICES AND MARKETS ACT 2000 (IF YOU ARE IN
THE UNITED KINGDOM) OR ANOTHER APPROPRIATELY AUTHORISED INDEPENT
PROFESSIONAL ADVISER.
NOTICE OF MEETING
To each of the holders of the Bonds (the " Bondholders ")
with respect to the
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)
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)
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)
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)
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)
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)
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)
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)
(the " Bonds ")
of
Southern Water Services (Finance) Limited (the " Issuer " )
(incorporated with limited liability in the Cayman Islands with
registered number 112331)
NOTICE IS HEREBY GIVEN that, pursuant to the provisions of
Schedule 4 to the relevant Bond Trust Deed (as defined below)
constituting the Bonds and made between, among others, the Issuer
and Deutsche Trustee Company Limited as trustee for the Bondholders
(the "Bond Trustee"), a meeting (the "Meeting") of the Bondholders
convened by Southern Water Services (Finance) Limited (the
"Issuer") will be held via teleconference on 23 November 2021 at
11.00 a.m. (London time) for the purpose of considering the
proposals set out in the Solicitation Memorandum and, if thought
fit, passing the following resolution which will be proposed as an
Extraordinary Resolution in accordance with the provisions of the
relevant Bond Trust Deed. Unless the context otherwise requires,
capitalised terms used in this notice shall bear the meanings given
to them in the relevant Bond Trust Deed or, as applicable, the
Solicitation Memorandum prepared by the Issuer and dated 26 October
2021 (the "Solicitation Memorandum").
EXTRAORDINARY RESOLUTION
"THAT THIS MEETING (the "Meeting") of the holders (the
"Bondholders") of the following series of Class A Bonds:
(i) Sub-Class A1 GBP350,000,000 6.192 per cent. Wrapped Bonds
due 2029 issued on 23 July 2003 (the "Sub-Class A1 Bonds");
(ii) Sub-Class A2a GBP150,000,000 Index-Linked Wrapped Bonds due
2034 issued on 23 July 2003 (the "Sub-Class A2a Bonds");
(iii) Sub-Class A2b GBP35,000,000 Limited Indexed Wrapped Bonds
due 2034 issued on 23 July 2003 (the "Sub-Class A2b Bonds");
(iv) Sub-Class A4 GBP350,000,000 6.640 per cent. Unwrapped Bonds
due 2026 issued on 23 July 2003 (the "Sub-Class A4 Bonds");
(v) Sub-Class A5 GBP150,000,000 Index-Linked Unwrapped Bonds due
2023 issued on 23 July 2003 (the "Sub-Class A5 Bonds");
(vi) Sub-Class A8 GBP150,000,000 5.00 per cent. Wrapped Bonds
due 31 March 2041 issued on 27 May 2005 (the "Sub-Class A8
Bonds");
(vii) GBP200,000,000 Sub-Class A9 4.50 per cent. Wrapped Bonds
due March 2052 issued on 18 October 2006 (the "Sub-Class A9
Bonds"); and
(viii) GBP300,000,000 Sub-Class A10 5.125 per cent. Wrapped
Bonds due September 2056 issued on 17 July 2007 (the "Sub-Class A10
Bonds"),
each guaranteed by Southern Water Services Limited, SWS Holdings
Limited and SWS Group Holdings Limited (each a "Guarantor" and
together, the "Guarantors"), (together, the "Bonds") issued by
Southern Water Services (Finance) Limited (the "Issuer") and
constituted by:
(a) in the case of the Sub-Class A1 Bonds, the Sub-Class A2a
Bonds, the Sub-Class A2b Bonds, the Sub-Class A4 Bonds and the
Sub-Class A5 bonds, a trust deed originally dated 23 July 2003;
(b) in the case of the Sub-Class A7 Bonds and the Sub-Class A8
Bonds, a trust deed dated 23 July 2003 as amended by a Deed of
Amendment dated 20 May 2005; and
(c) in the case of the Sub-Class A9 Bonds and the Sub-Class A10
Bonds, a trust deed dated 23 July 2003 as amended by a Deed of
Amendment dated 20 May 2005, and as further amended by a Second
Deed of Amendment dated 13 October 2006,
(each a "Bond Trust Deed"), in each case, between, amongst
others, the Issuer and Deutsche Trustee Company Limited (the "Bond
Trustee"), by Extraordinary Resolution (as defined in the relevant
Bond Trust Deed) HEREBY:
(1) sanctions and approves the STID Proposal to which this
Extraordinary Resolution relates, which is defined and described in
the Solicitation Memorandum (as defined below);
(2) assents to and authorises, directs, requests and empowers
the Bond Trustee to (i) vote in favour of the STID Proposal and
(ii) take all other actions including executing any other documents
necessary, desirable or expedient in connection with the STID
Proposal from SWS dated 26 October 2021 and the amendments and
consents proposed in such STID Proposal;
(3) authorises, ratifies, sanctions, directs, requests,
instructs and empowers the Bond Trustee to concur with and (where
applicable) execute, authorise and/or direct the Security Trustee
to execute (i) the amendment documentation in respect of the CTA,
MDA, STID, the SW Tax Deed of Covenant, the CP Agreement, the
relevant Bond Trust Deed, the relevant Agency Agreement, the
Security Documents and the Account Bank Agreement set out in the
forms, electronic copies of which have been signed by the chairman
of this Meeting for the purposes of identification (the "Amendment
Agreements"), and any consequential modifications (if any) thereto
as the Bond Trustee considers necessary in its absolute discretion
to give effect to this Extraordinary Resolution and (ii) any other
amendments to the Finance Documents in order to give effect to and
to implement the STID Proposal;
(4) sanctions and approves the Substitution Proposal to which
this Extraordinary Resolution relates, which is defined and
described in the Solicitation Memorandum (as defined below);
(5) assents to and authorises, directs, requests and empowers
the Bond Trustee to (i) vote in favour of the Substitution Proposal
and (ii) take all other actions including executing any other
documents necessary, desirable or expedient in connection with the
Substitution Proposal;
(6) authorises, ratifies, sanctions, directs, requests,
instructs and empowers the Bond Trustee to concur with and (where
applicable) execute, authorise and/or direct the Security Trustee
to execute (i) the Supplemental Trust Deed and Supplemental Agency
Agreement, each signed by the chairman of this Meeting for the
purpose of identification and any consequential modifications (if
any) thereto as the Bond Trustee considers necessary in its
absolute discretion to give effect to this Extraordinary Resolution
and (ii) any other documents necessary, desirable or expedient in
connection with the Substitution Proposal in order to give effect
to and to implement the Substitution Proposal;
(7) waives any claim Bondholders may have against the Bond
Trustee or Security Trustee as a result of any liability they may
suffer or incur as a result of acting upon this Extraordinary
Resolution (including but not limited to circumstances where it is
subsequently found that this Extraordinary Resolution is not valid
or binding);
(8) holds harmless, discharges and exonerates and indemnifies
the Bond Trustee and the Security Trustee from and against all
liability for which it may have become or may become liable as a
result of acting in accordance with this Extraordinary Resolution
under the Bonds, the Finance Documents or otherwise in respect of
any act or omission, including, without limitation, in connection
with this Extraordinary Resolution or its implementation, such
modifications or the implementation of those modifications;
(9) sanctions and assents to every abrogation, amendment,
modification, compromise or arrangement in respect of the rights of
the Bondholders against the Issuer or the Guarantors or against any
of their property whether such rights shall arise under the Bonds,
the Finance Documents or otherwise involved in or resulting from
the STID Proposal, the Substitution Proposal, this Extraordinary
Resolution or their implementation and/or the amendments and
modifications to the Bonds, the Finance Documents or otherwise or
their implementation; and
(10) approves that the Bond Trustee be and is hereby authorised
and instructed not to obtain any legal opinions in relation to, or
to enquire into the power and capacity of any person to enter into
the (i) Amendment Agreements or any other amendments to the Finance
Documents or the due execution and delivery thereof by any party
thereto or the validity and enforceability thereof, or (ii)
Supplemental Trust Deed, Supplemental Agency Agreement or any other
documents necessary, desirable or expedient in connection with the
Substitution Proposal or the due execution and delivery thereof by
any party thereto or the validity and enforceability thereof.
The effectiveness of this Extraordinary Resolution is subject to
the satisfaction of the Amendment Conditions as set out in the
Solicitation Memorandum.
Unless the context otherwise requires, capitalised terms used in
this Extraordinary Resolution shall bear the meanings given to them
in the relevant Bond Trust Deed or, as applicable, the Solicitation
Memorandum prepared by the Issuer and dated 26 October 2021 (the
"Solicitation Memorandum").
Documents Available for Inspection
Bondholders may, at any time during normal business hours on any
weekday (Saturdays, Sundays and bank and other public holidays
excepted) prior to the Meeting, obtain electronic copies of the
documents set out below upon request from the Tabulation Agent at
their telephone number or e-mail address set out below.
Documents available:
-- the Bond Trust Deed dated 23 July 2003, together with all
amendments, restatements and supplements thereto;
-- the Agency Agreement dated 23 July 2003, together with all
amendments, restatements and supplements thereto;
-- the CTA dated 23 July 2003, as most recently amended and restated on 25 October 2018;
-- the MDA dated 23 July 2003, as most recently amended and restated on 25 October 2018;
-- the STID dated 23 July 2003, as most recently amended and restated on 25 October 2018;
-- the SW Tax Deed of Covenant dated 23 July 2003;
-- the CP Agreement dated 23 July 2003;
-- the Account Bank Agreement dated 24 January 2019;
-- the Security Agreement dated 23 July 2003;
-- draft of the supplemental security agreement in respect of
the shares pledge granted by the New UK Issuer pursuant to the
Security Agreement;
-- drafts of the Amendment Agreements;
-- drafts of the Supplemental Trust Deed and the Supplemental Agency Agreement;
-- the STID Proposal dated 26 October 2021; and
-- the Solicitation Memorandum dated 26 October 2021.
General
The attention of Bondholders is particularly drawn to the quorum
required for the Meeting and for an adjourned Meeting which is set
out in "Voting and Quorum" below. Having regard to such
requirements, Bondholders are strongly urged either to attend (via
teleconference) the Meeting or to take steps to be represented at
the Meeting, as referred to below, as soon as possible.
NatWest Markets Plc (the "Sole Solicitation Agent") does not
express any view as to the merits of the Proposals or the
Extraordinary Resolution. The Sole Solicitation Agent has not been
involved in negotiating the Proposals or the Extraordinary
Resolution and makes no representation that all relevant
information has been disclosed to the Bondholders in or pursuant to
the Notice of Meeting. Accordingly, the Sole Solicitation Agent
recommends that Bondholders who are unsure of the impact of the
Proposals and the Extraordinary Resolution should seek their own
independent financial, legal and tax advice, as appropriate.
The Issuer will bear certain legal, accounting and other
professional fees and expenses associated with the Proposals, as
more particularly agreed with the Sole Solicitation Agent.
In accordance with normal practice, the Bond Trustee has not
been involved in the formulation of the Proposals outlined in the
Solicitation Memorandum and the Bond Trustee expresses no opinion
on the merits of the Proposals or the Extraordinary Resolution but
has authorised it to be stated that it has no objection to the
Extraordinary Resolution being submitted to Bondholders for their
consideration. The Bond Trustee recommends that Bondholders who are
unsure of the impact of the Proposals and the Extraordinary
Resolution should take their own independent financial, legal and
tax advice on the merits and on the consequences of voting in
favour of or against the Extraordinary Resolution. The Bond Trustee
is not responsible for the accuracy, completeness, validity or
correctness of the statements made in the Solicitation Memorandum
or omissions therefrom.
Accordingly, Bondholders who are unsure of the impact of the
Proposals and the Extraordinary Resolution should seek their own
independent financial, legal and tax advice.
Voting and Quorum
The relevant provisions governing the convening and holding of
the Meeting are set out in Schedule 4 to the Bond Trust Deed,
copies of which are available for inspection as referred to
above.
Each person (a "Beneficial Owner") who is the owner of a
particular principal amount of the Bonds as shown in the records of
Euroclear or Clearstream, Luxembourg or in the records of any
Direct Participant should note that they are not the legal or
registered holders of the Bonds for the purposes of this Notice of
Meeting and will only be entitled to attend (via teleconference)
and vote at the Meeting or to appoint a proxy or representative to
do so in accordance with the procedures set out below. For the
purposes of this Notices of Meeting, a "Direct Participant" means
each person who is for the time being shown in the records of
Euroclear and/or Clearstream, Luxembourg as the holder of a
particular principal amount of the Bonds.
Any Direct Participant (directly or on behalf of Beneficial
Owners) who has submitted Electronic Voting Instructions, as
applicable, to the Clearing Systems no later than 4.00 p.m. (London
time) on 18 November 2021 in accordance with the procedures set out
in the Solicitation Memorandum need not take any further action in
relation to voting at the Meeting in respect of the Extraordinary
Resolution. By submitting or delivering a duly completed Electronic
Voting Instruction to the relevant Clearing Systems, the relevant
Direct Participant instructs the Principal Paying Agent to appoint
the Tabulation Agent as proxy to attend (via teleconference) and
vote at the Meeting in favour of or against the Extraordinary
Resolution.
(1) The following paragraphs (1) and (2) apply only to Direct
Participants or Beneficial Owners who have not submitted or
delivered or arranged for the submission or delivery of Electronic
Voting Instructions to the relevant Clearing System in accordance
with the terms of the Solicitation Memorandum. A Direct Participant
or Beneficial Owner wishing to attend (via teleconference) and vote
at the Meeting in person must produce at the Meeting either
definitive Bonds or voting certificates in relation to the Bond in
respect of which he wishes to vote. Direct Participants or
Beneficial Owners wishing to attend (via teleconference) the
Meeting must provide the Tabulation Agent with a valid voting
certificate or certificates issued by the Principal Paying Agent
relating to the Bonds in respect of which it wishes to vote. Direct
Participants or Beneficial Owners wishing to attend the
teleconference may obtain dial-in details from the Tabulation Agent
using the notice details set out in the Solicitation Memorandum,
upon the Tabulation Agent being satisfied that any Direct
Participant or Beneficial Owner requesting the same has provided
evidence of their holdings of the relevant Bonds.
Those Beneficial Owners who, and Direct Participants of
Beneficial Owners who, hold their interests in the Bonds through
the clearing systems and who wish to attend (via teleconference)
and vote at the Meeting should contact the relevant Clearing System
(through the relevant Direct Participant, if applicable) to make
arrangements to be appointed as proxy in respect of the Bonds in
which they have an interest for the purpose of attending (via
teleconference) and voting at the Meeting in person. Such
Beneficial Owners or Direct Participants must have made
arrangements to vote with the relevant clearing system (through the
relevant Direct Participant, if applicable) in time for the
relevant clearing system to arrange for them to be appointed as a
proxy no later than 4.00 p.m. (London time) on 18 November 2021. A
Direct Participant or Beneficial Owner not wishing to attend (via
teleconference) and vote at the Meeting in person may either
deliver his Bond(s) or a document (in the case of a Direct
Participant which is a corporation) appointing such person as
representative of any such holder or Beneficial Owner to the person
whom he wishes to attend (via teleconference) on his behalf
instructing the Principal Paying Agent to appoint a proxy to attend
(via teleconference) and vote at the Meeting in accordance with his
instructions. Those Beneficial Owners who, and Direct Participants
of Beneficial Owners who, hold their interests in the Bonds through
a clearing system and who wish to vote at but who do not wish to
attend (via teleconference) the Meeting should contact the relevant
clearing system (through the relevant Direct Participant, if
applicable) to arrange for another person nominated by them to be
appointed as a proxy in respect of such Bonds in which they have an
interest to attend (via teleconference) and vote at the Meeting on
their behalf or to make arrangements for the votes relating to such
Bonds in which they have an interest to be cast on their behalf by
or on behalf of the Principal Paying Agent acting as a proxy. Such
Beneficial Owners or Direct Participants must have made
arrangements to vote with the relevant clearing system (through the
relevant Direct Participant, if applicable) in time for the
relevant clearing system to arrange for the Beneficial Owner's
nominee, or a representative of the Principal Paying Agent, to
be appointed as a proxy not later than 4.00 p.m. (London time) on
18 November 2021.
(2) Bonds may be deposited with any Principal Paying Agent or
held (to such Principal Paying Agent's satisfaction) to the order
of such Principal Paying Agent or under such Principal Paying
Agent's control or blocked in an account with a clearing system for
the purpose of obtaining voting certificates or appointing proxies,
not later than 4.00 p.m. (London time) on 18 November 2021 (or, if
applicable, 48 hours before the time appointed for holding any
adjournment of a Meeting) or appointing representatives in respect
of the Meeting. Bonds so deposited or held will not be released
until the earlier of the conclusion of the Meeting (or, if
applicable, any adjournment of such Meeting) or the surrender of
the receipt issued by the Principal Paying Agent in respect of such
deposited Bonds in accordance with the Bondholder Meeting
Provisions or such Bonds ceasing to be held to the Principal Paying
Agent's order or under its control in connection with any amendment
to the block voting instruction in accordance with the Bondholder
Meeting Provisions.
(3) The Extraordinary Resolution may only be considered at the
Meeting if the Meeting is quorate. The Meeting will be quorate if
at least one or more persons is or are present at the Meeting
holding Bonds or voting certificates or being proxies or
representatives who hold(s) or represent(s) the requisite nominal
amount of outstanding Bonds for the quorum requirement (as set out
below across from "Original Meeting"). If the Meeting is not
quorate, it will be adjourned to a later time and date. When the
Meeting resumes following adjournment, the Bond Trust Deed makes
provision for a lower quorum requirement (as set out below across
from "Adjourned Meeting").
(4) If, within 15 minutes (or such longer period not exceeding
30 minutes as the chairman may decide) of the time fixed for the
Meeting, a quorum is not present, the Meeting shall be adjourned
for such period, being not less than 13 clear days nor more than 42
clear days, and to such place as may be appointed by the chairman
of the Meeting either at or subsequent to such Meeting and approved
by the Bond Trustee.
(5) The quorum requirement is as follows:
Meeting Quorum Requirement
Original Meeting One or more persons present holding Definitive
Bonds or voting certificates or being proxies
or representatives and holding or representing
not less than three-quarters of the nominal
amount of the Bonds for the time being
outstanding.
Adjourned Meeting One or more persons present holding Definitive
Bonds or voting certificates or being proxies
or representatives and holding or representing
not less than one-quarter of the nominal
amount of the Bonds for the time being
outstanding.
Every question submitted to the Meeting shall, if so required by
the chairman, be decided in the first instance by a show of hands
unless a poll is (before or on the declaration of the result of the
show of hands) demanded by the chairman, the Issuer, the
Guarantors, the Bond Trustee or by any person present holding Bonds
or voting certificates or being proxies or representatives. On a
show of hands, every person who is present in person and who is
holding Bonds or voting certificates or is a proxy or
representative shall have one vote.
On a poll, every person who is so present shall have one vote in
respect of each GBP1 in nominal amount of the definitive bonds so
produced or represented by the voting certificate so produced or in
respect of which he is proxy or representative.
In case of equality of votes, the chairman shall, both on a show
of hands and on a poll, have a casting vote in addition to the vote
or votes (if any) to which he may be entitled as a Bondholder or as
a holder of a voting certificate or as a proxy or
representative.
Votes in favour of the Extraordinary Resolution must represent a
majority of the votes cast, consisting of not less than
three-quarters of the persons thereat upon a show of hands or if a
poll is duly demanded by a majority consisting of not less than
three-quarters of the votes cast on such poll, for the
Extraordinary Resolution to be duly passed.
(1) If passed, the Extraordinary Resolution will be binding upon
all Bondholders, whether or not they were present or represented at
the Meeting and whether or not they voted at the Meeting.
Furthermore, Bondholders should note that the implementation of the
Extraordinary Resolution (if passed at the Meeting) is conditional
upon the STID Proposal being approved and implemented.
(2) This notice, and any non-contractual obligations arising out
of or in connection with it, is governed by, and shall be construed
in accordance with, English law.
(3) Notice of the result of the Meeting will be given to
Bondholders in accordance with the provisions of the Bond Trust
Deed.
(4) Bondholders whose Bonds are held by Clearstream, Luxembourg
or Euroclear should contact the Tabulation Agent for more
information.
(5) The Sole Solicitation Agent for the Proposals is:
NatWest Markets Plc
250 Bishopsgate
London EC2M 4AA
United Kingdom
(6) The Tabulation Agent with respect to the Proposals is:
Lucid Issuer Services Limited
The Shard
32 London Bridge Street
London SE1 9SG
United Kingdom
E-mail: southernwater@lucid-is.com
Tel: +44 207 704 0880
(7) The Principal Paying Agent with respect to the Bonds is:
Deutsche Bank AG, London
Branch
Winchester House
1 Great Winchester Street
London EC2N 2DB
United Kingdom
This notice is given by:
SOUTHERN WATER SERVICES (FINANCE) LIMITED
26 October 2021
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END
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