TIDM90JH
RNS Number : 9789O
Financial Guaranty UK Limited
13 October 2021
THIS ANNOUNCEMENT IS NOT FOR DISTRIBUTION TO ANY PERSON LOCATED
OR RESIDENT IN ANY JURISDICTION WHERE IT IS UNLAWFUL TO DISTRIBUTE
THIS ANNOUNCEMENT.
13 October 2021
NOTICE OF RESULTS OF MEETING
to the holders of the outstanding
GBP255,000,000 4.875 per cent. Guaranteed Bonds due 2035 (ISIN:
XS0234964533)
(the "Bonds")
issued by
Northern Gas Networks Finance Plc
(incorporated with limited liability in England and Wales under
company number 05575923)
unconditionally and irrevocably guaranteed by
Northern Gas Networks Limited
(incorporated with limited liability in England and Wales under
company number 05167070)
and unconditionally and irrevocably guaranteed by as to
scheduled payments of principal and interest only pursuant to a
Financial Guarantee issued by
Financial Guaranty UK Limited
(incorporated with limited liability in England and Wales on 30
January 2004
under company number 05030956) (the "Financial Guarantor")
On 21 September 2021 Financial Guaranty UK Limited (incorporated
with limited liability in England and Wales with registered number
05030956) (the "Financial Guarantor") provided a notice to solicit
consents (the "Consent Solicitation") from the holders of the
outstanding GBP255,000,000 4.875 per cent. Guaranteed Bonds due
2035 (ISIN: XS0234964533 / Common Code: 023496453 ) (the "Bonds")
issued by Northern Gas Networks Finance Plc (the "Issuer") and
guaranteed by Northern Gas Networks Limited ("NGN") and
unconditionally and irrevocably guaranteed as to scheduled payments
of principal and interest only pursuant to a Financial Guarantee
issued by the Financial Guarantor. The Meeting of the Bondholders
(the "Meeting") was held earlier today in connection with the
Consent Solicitation, and the Financial Guarantor now announces the
result of the Meeting.
The terms and conditions of the Consent Solicitation were
contained in the Consent Solicitation Memorandum (the "Consent
Solicitation Memorandum") dated 21 September 2021. Capitalised
terms used in this notice and not otherwise defined herein have the
meanings ascribed to them in the Consent Solicitation
Memorandum.
Notice is hereby given to Bondholders that the Meeting held on
13 October 2021 by teleconference was quorate, and the
Extraordinary Resolution was considered and duly passed at the
Meeting.
Pursuant to the terms of the Consent Solicitation, the Proposed
Amendments pursuant to the First Master Amendment Agreement
referred to in the Extraordinary Resolution will become effective
upon payment of the Early Participation Fee and Ineligible
Bondholder Payment to Bondholders who are entitled to receive such
payments under the terms of the Consent Solicitation, subject to
the satisfaction of all other conditions of the Consent
Solicitation.
The Financial Guarantor expects to pay on 14 October 2021 (i)
the Early Participation Fee to each Bondholder who completed and
delivered valid Solicitation Instructions which were received by
the Tabulation Agent on or prior to 4.00 p.m. (London time) on 1
October 2021 and (ii) the Ineligible Bondholder Payment to each
Ineligible Bondholder who completed and delivered valid Ineligible
Bondholder Instructions which were received by the Tabulation Agent
on or prior to 4.00 p.m. (London time) on 1 October 2021. As all
other conditions of the Consent Solicitation have been satisfied
(including the Eligibility Condition, the Regulatory Condition and
the Ratings Condition), the Proposed Amendments will become
effective upon such payments being made.
This Notice is given by Financial Guaranty UK Limited.
This announcement must be read in conjunction with the Consent
Solicitation Memorandum.
T he Solicitation Agent
Barclays Bank PLC
5 The North Colonnade
Canary Wharf
London E14 4BB
(Attention: Liability Management Group, Telephone: +44 20 3134
8515, Email: eu.lm@barclays.com)
The Tabulation Agent
Lucid Issuer Services Limited
The Shard, 32 London Bridge Street, London SE1 9SG
(Attention: Owen Morris, Tel: +44 20 7704 0880, Fax: +44 20 3004
1590, Email: fguk@lucid-is.com)
The Principal Paying Agent
The Bank of New York Mellon, London Branch
One Canada Square
London E14 5AL
(Tel.: +44 1202 689 597; Fax: +44 20 7964 2536; Group E-mail:
corpsov2@bnymellon.com)
This announcement may contain inside information for the
purposes of Article 7 of the Market Abuse Regulation (EU) 596/2014
(MAR), as amended by the Market Abuse (Amendment) (EU Exit)
Regulations 2019 (SI 2019/310), as it forms part of UK domestic law
by virtue of the European Union (Withdrawal) Act 2018, encompassing
information relating to the Consent Solicitation and the Proposal
described above.
None of the Solicitation Agent, the Tabulation Agent, the
Trustee or the Principal Paying Agent takes any responsibility for
the contents of this announcement.
This announcement does not constitute an offer to sell or a
solicitation of an offer to buy securities, and there shall be no
sale of securities in any jurisdiction in which any offer,
solicitation or sale would be unlawful prior to registration or
qualification of such securities under the securities laws of any
such jurisdiction. This announcement is not an offer for sale of
any securities in the United States. Securities may not be offered
or sold in the United States absent registration or an exemption
from registration under the U.S. Securities Act of 1933, as
amended. The Issuer, NGN and the Financial Guarantor have not
registered and do not intend to register any portion of any
offering of securities in the United States nor to conduct a public
offering of any securities in the United States.
The distribution of this announcement in certain jurisdictions
may be restricted by law. Persons into whose possession this
announcement comes are required to inform themselves about, and to
observe, any such restrictions.
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END
MSCGPGCWUUPGGGW
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