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 WRITTEN RESOLUTION DESCRIBED BELOW.
THIS NOTICE IS IMPORTANT AND REQUIRES
THE IMMEDIATE ATTENTION OF BONDHOLDERS. IF BONDHOLDERS ARE IN ANY
DOUBT AS TO THE ACTION THEY SHOULD TAKE, THEY SHOULD SEEK THEIR OWN
FINANCIAL AND LEGAL ADVICE IMMEDIATELY, INCLUDING IN RESPECT OF ANY
TAX CONSEQUENCES, FROM THEIR INDEPENDENT LEGAL, REGULATORY, TAX,
BUSINESS, INVESTMENT, ACCOUNTING AND/OR FINANCIAL ADVISERS 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.
22 December
2021
ANGLIAN WATER SERVICES FINANCING
PLC
(incorporated with limited liability under the laws of
England and Wales under registered number 4330322)
(Legal Entity Identifier: 213800DL377MH46PDY63)
(the “Issuer”)
Notice of Approval
of Written Resolution
of the holders of the
£35,000,000 Class
A Unwrapped Floating Rate Bonds due 2031 (ISIN: GB00BYP7VR76) (the
“Bonds”) unconditionally and irrevocably guaranteed by, inter
alios, Anglian Water Services Limited
under the €10,000,000,000 Global Secured Medium Term Note
Programme
of the Issuer presently
outstanding.
On 22 December 2021, the Issuer
circulated a written resolution (the “Written Resolution”)
to holders of the Bonds (the “Bondholders”) to assent to the
modification of the terms and conditions of the Bonds (the
“Conditions”), as set out in Schedule 1 to the Trust Deed,
as completed by the Final Terms applicable to the Bonds dated
8 March 2016, and to consequential or
related amendments to the Trust Deed and Final Terms for the Bonds,
such that:
- for the purposes of any Interest Period beginning on or after
27 December 2021, the Rate of
Interest for such Interest Period shall be the aggregate of (i)
Compounded Daily SONIA, plus (ii) the applicable Margin, plus (iii)
0.116 per cent, being an adjustment spread; and
- new fallbacks shall be included in case the applicable SONIA
reference rate is not available when required (including fallback
provisions in case a Benchmark Event occurs with respect to
SONIA),
all as more fully set out and (where applicable) defined in the
Supplemental Trust Deed and/or the Amended and Restated Final Terms
(together, the “Modifications”).
Capitalised terms used but not defined in this notice of
approval of written resolution shall have the meanings given to
them in the Written Resolution.
Approval of the Written Resolution
Notice is hereby given to Bondholders that the Written
Resolution was duly passed. Therefore, the Supplemental Trust Deed,
Amended and Restated Final Terms and the Permitted Non-Core
Document Amendment Certificate have been executed by the parties
thereto and the Modifications to the Trust Deed have become
effective as of 22 December 2021.
DISCLAIMER This announcement must be read in conjunction
with the Written Resolution. This announcement and the Written
Resolution 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 independent legal, regulatory, tax, business,
investment, accounting and/or financial advisers 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.
General
The release, publication or distribution of this announcement
and the Written Resolution 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.
Nothing in this announcement or the Written Resolution
constitutes 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.
Neither this announcement nor the Written Resolution is an offer of
securities for sale into the United
States. None of the Issuers, the Guarantors or the Bond
Trustee will incur any liability for its own failure or the failure
of any other person or persons to comply with the provisions of any
such restrictions.
Each Bondholder is solely responsible for making its own
independent appraisal of all matters as such Bondholder deems
appropriate (including those relating to the Written
Resolution).
ISSUER
Anglian Water
Services Financing Plc
Lancaster House, Lancaster Way,
Ermine Business Park, Huntingdon,
Cambridgeshire, PE26 6XU
Tel: +44 (0) 14 8032 3000
Fax: +44 (0) 14 8032 3540
Email: Treasurer@anglianwater.co.uk
Attention: The Treasurer
