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South Water Serv Fin (31HI)

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Thursday 14 February, 2019

South Water Serv Fin

Results of Tender Offer and Consent Solicitation

RNS Number : 0200Q
Southern Water Serv (Finance) Ltd
14 February 2019
 

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. NOT FOR DISTRIBUTION TO ANY U.S. PERSON (AS DEFINED IN REGULATION S UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED) ("U.S. PERSON") OR TO ANY PERSON LOCATED OR RESIDENT IN THE UNITED STATES OF AMERICA, ITS TERRITORIES AND POSSESSIONS (TOGETHER, THE "UNITED STATES") OR INTO ANY OTHER JURISDICTION OR TO ANY OTHER PERSON WHERE OR TO WHOM IT IS UNLAWFUL TO DISTRIBUTE THIS DOCUMENT.

14 February 2019

Southern Water Services (Finance) Limited

Results of Tender Offer and Consent Solicitation

On 23 January 2019, Southern Water Services (Finance) Limited (the "Company") announced its invitation to:

(i)         holders (the "Bondholders") of its outstanding Sub-Class B2 £250,000,000 4.5 per cent. Class B Fixed/Floating Rate Bonds due 31 March 2038, Callable 31 March 2022 (ISIN: XS0905648621) (the "Bonds") to tender any and all of their Bonds for purchase by the Company for cash (the "Offer"); and

(ii)        Bondholders to approve, by Extraordinary Resolution, certain modifications to the terms and conditions of the Bonds (the "Conditions") to provide for the Company to mandatorily purchase (the "Mandatory Purchase") all, but not some only, of the Bonds (if any) which would otherwise remain outstanding following completion of the Offer (the "Proposal"),

subject, in each case, to the terms and conditions set out in the Tender Offer and Consent Solicitation Memorandum dated 23 January 2019, as amended, restated and/or supplemented from time to time (the "Tender Offer and Consent Solicitation Memorandum").

In particular, the purchase of Bonds pursuant to the Offer and the Mandatory Purchase was conditional upon:

(a)        the passing and implementation of the Extraordinary Resolution, which implementation was itself subject to condition of the quorum required for, and the requisite majority of votes cast at, the Meeting being satisfied by Eligible Bondholders, irrespective of any participation at the Meeting by Ineligible Bondholders (including the satisfaction of such condition at an adjourned Meeting) (the "Eligibility Condition"); and

(b)        the Fifth Deed of Amendment being executed by the Company, the Guarantors, the Financial Guarantor, the Bond Trustee and the Security Trustee,

together, the "Transaction Conditions".

Capitalised terms used in this announcement but not defined herein have the meanings given to them in the Tender Offer and Consent Solicitation Memorandum.

The Offer and the Proposal

The Offer expired at 9.00 a.m., London time, on 12 February 2019 (the "Expiration Deadline"). The Company has decided to accept for purchase all Bonds validly tendered pursuant to the Offer.

Settlement of the Offer is expected to take place on 18 February 2019 (the "Settlement Date").

The Meeting to consider the Proposal was held earlier today, and NOTICE IS HEREBY GIVEN to Bondholders that:

(a)        at the Meeting, the Extraordinary Resolution was duly passed and the Proposal approved;

(b)        the Transaction Conditions were satisfied, the Fifth Deed of Amendment referred to in the Extraordinary Resolution has been executed by the Company, the Guarantors, the Financial Guarantor, the Bond Trustee and the Security Trustee, and the Conditions have been amended accordingly;

(c)        the Early Purchase Price is expected to be determined at or around 12.00 noon, London time, today and the Company will announce the Early Purchase Price and the Mandatory Purchase Amount as soon as reasonably practicable thereafter; and

(d)        the Company will mandatorily purchase all Bonds (other than those Bonds that have been accepted for purchase by the Company pursuant to the Offer) pursuant to the Mandatory Purchase on the Settlement Date at the Mandatory Purchase Amount.

All Bonds which are purchased pursuant to the Offer or are mandatorily purchased pursuant to the Mandatory Purchase will forthwith be cancelled. Bondholders who delivered, or arranged to have delivered on their behalf, a valid Voting-Only Instruction in favour of the Proposal which was received by the Tender and Tabulation Agent before the Early Instruction Deadline will also receive the Early Instruction Amount on the Settlement Date.

This announcement is released by the Company and contains information in relation to the Bonds that qualified or may have qualified as inside information for the purposes of Article 7 of the Market Abuse Regulation (EU) 596/2014 ("MAR"), encompassing information relating to the Offer and the Proposal. For the purposes of MAR and Article 2 of Commission Implementing Regulation (EU) 2016/1055, this Notice is made by Joanne Statton, Company Secretary, for the Company.

Requests for information in relation to the Offer or the Proposal should be directed to:

The Dealer Manager

HSBC Bank plc
8 Canada Square
London E14 5HQ
United Kingdom

Telephone: +44 (0)20 7992 6237
Attention: Liability Management Group
Email: [email protected]

 

The Tender and Tabulation Agent

Lucid Issuer Services Limited
Tankerton Works
12 Argyle Walk
London WC1H 8HA
United Kingdom

Telephone: +44 (0)20 7704 0880
Attention: David Shilson
Email: [email protected]

 

DISCLAIMER This announcement must be read in conjunction with the Tender Offer and Consent Solicitation Memorandum. No offer or invitation to acquire any securities is being made pursuant to this announcement. The distribution of this announcement and the Tender Offer and Consent Solicitation Memorandum in certain jurisdictions may be restricted by law. Persons into whose possession this announcement and/or the Tender Offer and Consent Solicitation Memorandum comes are required by each of the Company, the Dealer Manager and the Tender and Tabulation Agent to inform themselves about, and to observe any such restrictions.


This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact [email protected] or visit www.rns.com.
 
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