BG Energy - Notice of Adjourned Meeting (2029 N...

BG Energy - Notice of Adjourned Meeting (2029 Notes)

THIS NOTICE IS IMPORTANT AND REQUIRES THE IMMEDIATE ATTENTION OF NOTE HOLDERS. IF ANY NOTE HOLDER I S IN ANY DOUBT AS TO THE ACTION IT SHOULD TAKE OR IS UNSURE OF THE IMPACT OF THE IMPLEMENTATION OF THE EXTRAORDINARY RESOLUTION SET OUT IN THE NOTICE OF ADJOURNED MEETING (AS DEFINED BELOW ) , IT SHOULD SEEK ITS OWN FINANCIAL AND LEGAL ADVICE, INCLUDING IN RESPECT OF ANY TAX CONSEQUENCES, IMMEDIATELY FROM ITS BROKER, BANK MANAGER, SOLICITOR, ACCOUNTANT OR OTHER INDEPENDENT FINANCIAL, TAX OR LEGAL ADVISER.

BG ENERGY CAPITAL PLC
(incorporated with limited liability in England and Wales, with registered number 4222391 ;
LEI Number: S2M8QDKEE05NZN8JD460 )

(the “Issuer”)

NOTICE

to the holders of its outstanding

800 ,000,000 2.250 per cent. Fixed Rate Notes due 21 November 2029

guaranteed by BG Energy Holdings Limited (the “Existing Guarantor”)

(the “Notes”)

ISIN / Common Code Outstanding Principal Amount
XS1140054526 / 114005452 €800,000,000

The Issuer and the Existing Guarantor have today given notice (the “Notice of Adjourned Meeting”) that an adjourned meeting (the “AdjournedMeeting”) of the holders (the “Noteholders”) of the Notes convened by the Issuer and the Existing Guarantor will be held via teleconference on 11 January 2023 for the purpose of considering and, if thought fit, passing the resolution set out in the Notice of Adjourned Meeting.

The Notice of Adjourned Meeting (which sets out, among other things, the form of the resolution to be considered by the Noteholders at the Adjourned Meeting, background to the Adjourned Meeting and the related consent solicitation, and information in respect of voting at and the quorum requirements for the Adjourned Meeting) is attached.

This Notice is given by the Issuer and the Existing Guarantor.

Noteholders should contact the following for further information:

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

 
RBC Europe Limited
100 Bishopsgate
London EC2N 4AA
United Kingdom

Telephone: +44 20 7029 7420
Attention: Liability Management
Email: liability.management@rbccm.com

The Tabulation Agent

Kroll Issuer Services Limited
The Shard
32 London Bridge Street
London SE1 9SG
United Kingdom

Telephone: +44 20 7704 0880
Attention: Owen Morris
Email: shell@is.kroll.com
Website: https://deals.is.kroll.com/shell

Dated: 20 December 2022

Attachment


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