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Anglian Water (Osprey) Financing Plc - Notice of Results of Meetings

·7-min read

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.

THIS NOTICE IS IMPORTANT AND REQUIRES THE IMMEDIATE ATTENTION OF NOTEHOLDERS. IF NOTEHOLDERS 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 BROKER, BANK MANAGER, SOLICITOR, ACCOUNTANT OR OTHER INDEPENDENT FINANCIAL, TAX OR LEGAL ADVISER.

7 September 2021

ANGLIAN WATER (OSPREY) FINANCING PLC

(incorporated with limited liability under the laws of England and Wales under registered number 7476767)
(Legal Entity Identifier: 21380072JDZ74GW9ZY87)
(the “Issuer”)

Notice of Results of Meetings

of the holders of the

£210,000,000 5.00 per cent. Guaranteed Secured Fixed Rate Notes due 30 April 2023 (ISIN: XS1223283091) (the “2023 Notes”) and £240,000,000 4.00 per cent. Guaranteed Secured Notes due March 2026 (ISIN: XS1732478000) (the “2026 Notes”, and together with the 2023 Notes, the “Notes”), each unconditionally and irrevocably guaranteed by Osprey Acquisitions Limited and issued pursuant to the Issuer’s £10,000,000,000[1] Guaranteed Secured Medium Term Note Programme

of the Issuer presently outstanding.

On 16 August 2021, the Issuer announced invitations to holders of the Notes (the “Noteholders”) described in the table below 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”). Meetings of the Noteholders of each Series of Notes (the “Meetings”) were held earlier today and the Issuer now announces the results of the Meetings.

Capitalised terms used but not defined in this notice of results of meetings shall have the meanings given to them in the Consent Solicitation Memorandum.

Details of the Notes

ISIN

Principal amount outstanding(1)

Outcome of Meeting

£210,000,000 5.00 per cent. Guaranteed Secured Fixed Rate Notes due 30 April 2023 unconditionally and irrevocably guaranteed by OAL (“2023 Notes”)

XS1223283091

£210,000,000

Migration Proposal Passed
Ratings Proposal Passed

£240,000,000 4.00 per cent. Guaranteed Secured Notes due March 2026 unconditionally and irrevocably guaranteed by OAL (“2026 Notes”)

XS1732478000

£240,000,000

Migration Proposal Passed
Ratings Proposal Passed

  1. No Notes of any Series are owned or controlled, directly or indirectly, by the Issuer.

Results of the Meetings

Notice is hereby given to Noteholders that, at the Meetings, each of the Extraordinary Resolutions in respect of the 2023 Notes and the 2026 Notes were duly passed. Therefore, in respect of the Migration Proposal for the 2023 Notes and the 2026 Notes, the Supplemental Trust Deed and accession memorandum in respect of each Series will be executed by the parties thereto and the modifications to the Trust Deed of each relevant Series will become effective as of 7 September 2021. Furthermore, in respect of the Ratings Proposals, the Issuer will submit a written request to Moody’s to discontinue rating each Series of Notes. Following the execution and delivery of the Supplemental Trust Deeds and accession memoranda implementing the Migration Proposals, the Consent Conditions will be satisfied.

Notwithstanding the approval of the Ratings Proposal by way of Extraordinary Resolution at the Meetings, 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.

Participation Fee

No later than the fifth Business Day following the date of this notice, the Issuer will pay the Participation Fee or Ineligible Noteholder Fee, as applicable, to each of the Noteholders who submitted a valid Consent Instruction or a valid Ineligible Noteholder Instruction in respect of the Extraordinary Resolution relating to the Migration Proposal of the relevant Series and which was validly received by the Tabulation Agent by the Expiration Deadline and in accordance with terms set out in the Consent Solicitation Memorandum.

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. 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, including as to any tax consequences, from its stockbroker, bank manager, solicitor, accountant, independent 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 Consent Solicitation Memorandum 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 Consent Solicitation Memorandum 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 Consent Solicitation Memorandum is an offer of securities for sale into the United States. None of the Issuers, the Note Trustee, the Solicitation Agents or the Tabulation Agent 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 Noteholder is solely responsible for making its own independent appraisal of all matters as such Noteholder deems appropriate (including those relating to the relevant Consent Solicitation(s), and the relevant Extraordinary Resolution(s)). The Tabulation Agent and the Solicitation Agents are the agents of the Issuer and owe no duty to any Noteholder, and do not accept any responsibility for the contents of this announcement.

The Solicitation Agents

Barclays Bank PLC
5 The North Colonnade
Canary Wharf
London E14 4BB
United Kingdom

Telephone: +44 20 3134 8515
Attention: Liability Management Group
Email: eu.lm@barclays.com

Lloyds Bank Corporate Markets plc

10 Gresham Street
London EC2V 7AE
United Kingdom

Telephone: +44 20 7158 1726 / 1719
Attention: Liability Management Group
Email: liability.management@lloydsbanking.com

Tabulation Agent

Lucid Issuer Services Limited
The Shard

32 London Bridge Street

London SE1 9SG
United Kingdom

Telephone: +44 20 7704 0880
Attention: Arlind Bytyqi / Jacek Kusion
Email: anglianwater@lucid-is.com

[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.

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