Notice to noteholders

Millshaw Sams No.1 Ld

15 November 2023

 

THIS NOTICE CONTAINS IMPORTANT INFORMATION OF INTEREST TO THE REGISTERED AND BENEFICIAL OWNERS OF THE NOTES (AS DEFINED BELOW). IF APPLICABLE, ALL DEPOSITARIES, CUSTODIANS AND OTHER INTERMEDIARIES RECEIVING THIS NOTICE ARE REQUESTED TO PASS THIS NOTICE TO SUCH BENEFICIAL OWNERS IN A TIMELY MANNER.

If you are in any doubt as to the action you should take, you are recommended to seek your own financial, tax and legal advice immediately from your stockbroker, bank manager, solicitor, accountant or other financial adviser authorised under the Financial Services and Markets Act 2000 (if you are in the United Kingdom), or from another appropriately authorised independent financial, tax or legal adviser and such other professional advice from your own professional advisers as you deem necessary.

This Notice is addressed only to holders of the Notes (as defined below) and persons to whom it may otherwise be lawful to distribute it ("relevant persons"). It is directed only at relevant persons and must not be acted on or relied on by persons who are not relevant persons. Any investment or investment activity to which this Notice relates is available only to relevant persons and will be engaged in only with relevant persons.

If you have recently sold or otherwise transferred your entire holding(s) of Notes referred to below, you should immediately forward this document to the purchaser or transferee or to the stockbroker, bank or other agent through whom the sale or transfer was effected for transmission to the purchaser or transferee.

THIS NOTICE DOES NOT CONSTITUTE OR FORM PART OF, AND SHOULD NOT BE CONSTRUED AS, AN OFFER FOR SALE, EXCHANGE OR SUBSCRIPTION OF, OR A SOLICITATION OF ANY OFFER TO BUY, EXCHANGE OR SUBSCRIBE FOR, ANY SECURITIES OF THE ISSUER OR ANY OTHER ENTITY IN ANY JURISDICTION.

MILLSHAW SAMS NO.1 LIMITED

26 New Street

St. Helier

Jersey JE2 3RA

(the "Issuer")

NOTICE

to holders of the following notes of the Issuer

presently outstanding

£97,840,000 SAM Notes

due 2054

(the "Noteholders" and the "Notes", respectively)

Capitalised terms used herein and not otherwise defined shall have the meanings ascribed to them in the offering circular relating to the Notes dated 17 March 1999.

The Issuer wishes to update Noteholders with regard to the meeting of Noteholders that took place on 14 November 2023, duly convened by a notice to noteholders dated 23 October 2023 (the "Notice to Noteholders").

The purpose of the meeting was to vote on the Extraordinary Resolution, as set out in full in the Notice to Noteholders.

The requisite quorum was present at the meeting at which the Extraordinary Resolution was put to the Noteholders in attendance. The Noteholders unanimously voted in favour of the Extraordinary Resolution. Accordingly, a supplemental trust deed will be entered into to effect the amendments outlined in the Extraordinary Resolution (the "Supplemental Trust Deed").

Noteholders should refer to the Notice to Noteholders for further details in connection with the proposals set out therein.

This Notice is given by

MILLSHAW SAMS NO.1 LIMITED

as Issuer 

Dated 15 November 2023

26 New Street

St. Helier

Jersey JE2 3RA

Attention: Millshaw SAMS No.1 Limited - the Company Secretary

Facsimile: 01534 814815

Email: [e-mail]

 

END