Anglian Water Ser Consent Solicitation - Class B Bonds

 
TIDM71GA 
 
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 AMED BY THE MARKET ABUSE 
(AMMENT) (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 
PROPOSAL DESCRIBED BELOW. 
 
ANGLIAN WATER SERVICES FINANCING PLC 
 
(incorporated with limited liability under the laws of England and Wales under 
registered number 4330322) 
(Legal Entity Identifier: 213800DL377MH46PDY63) 
 
announces the Consent Solicitations in relation to the Series of Bonds (listed 
in the table below) issued by it pursuant to its ?10,000,000,000 
 
Global Secured Medium Term Note Programme 
 
unconditionally and irrevocably guaranteed by 
 
ANGLIAN WATER SERVICES LIMITED 
 
(incorporated with limited liability under the laws of England and Wales under 
registered number 2366656) ("AWS") 
 
ANGLIAN WATER SERVICES HOLDINGS LIMITED 
 
(incorporated with limited liability under the laws of England and Wales under 
registered number 04330144) ("UK Holdco") 
 
and 
 
ANGLIAN WATER SERVICES UK PARENT CO LIMITED 
 
(an exempted company incorporated under the laws of England and Wales under 
registered number 11294507) 
 
("UK Parent Co" and, together with AWS and UK Holdco, the "Obligors" and each, 
an "Obligor") 
 
      Issuer           ISIN                  Description              Principal 
                                                                       amount 
                                                                     outstanding 
                                                                         (1) 
 
  Anglian Water    XS0890564544      £200,000,000 4.50 per cent.          £ 
Services Financing               Guaranteed Class B Unwrapped Bonds  200,000,000 
       Plc                        due February 2026 unconditionally 
                                  and irrevocably guaranteed by the 
                                       Obligors ("2026 Bonds") 
 
  Anglian Water    XS1577797456     £200,000,000 2.625 per cent.          £ 
Services Financing               Guaranteed Class B Unwrapped Bonds  200,000,000 
       Plc                        due June 2027 unconditionally and 
                                    irrevocably guaranteed by the 
                                       Obligors ("2027 Bonds") 
 
(the 2026 Bonds and the 2027 Bonds together, the "Bonds" and each, a "Series") 
 
 1. No Bonds of any Series are owned or controlled, directly or indirectly, by 
    the Issuer or any Obligor. 
 
London, 16 August 2021 
 
Anglian Water Services Financing Plc (the "Issuer") today announces invitations 
to holders of the outstanding Bonds in each Series to consent to, in respect of 
each Series of Bonds, the re-designation of each Series to class A bonds (the " 
Proposal") and to make changes to the Applicable Final Terms in order to effect 
the Proposal by approving an extraordinary resolution (each such resolution in 
respect of a Series, an "Extraordinary Resolution" and together, the " 
Extraordinary Resolutions"), 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"). 
Capitalised terms used in this announcement and not otherwise defined shall 
have the meanings given to them in the Consent Solicitation Memorandum. 
 
 
 
Background to the Proposal 
 
Each Series of Bonds was issued pursuant to the ?10,000,000,000 global secured 
medium term note programme established by the Issuer (the "Programme") which 
forms part of Issuer's and the Obligors' wider secured financing platform (the 
"Financing Platform"). Under the Programme, the Issuer has the ability to issue 
class A bonds ("Class A Bonds") and class B bonds ("Class B Bonds"). The Class 
A Bonds, among other things, rank senior to the Class B Bonds under the 
Financing Platform. AWS and its affiliates recently implemented a new 
three-tiered financing structure which was announced on 17 June 2021. As part 
of the implementation of the new financing structure, the Issuer and AWS 
entered into a deed poll pursuant to which both the Issuer and AWS undertook 
not to issue, raise, borrow or otherwise be a debtor in respect of any new 
Class B debt (including any Class B Bonds) ("Class B Debt") on and from the 
date of the deed poll. As a result, the Anglian Water Group structure will not 
have any Class B Debt once these Series of Bonds mature by 2027. 
 
The Issuer proposes, by way of a separate Extraordinary Resolution for each 
Series, to amend the Applicable Final Terms of each Series of Bonds to allow 
the existing Bondholders to re-designate their Bonds from Class B Bonds to 
Class A Bonds and benefit from enhanced seniority in the payment priorities 
under the Financing Platform, pari passu ranking with other Class A debt 
(including any Class A Bonds) ("Class A Debt"), the same voting rights as 
existing holders of Class A Bonds and an expected alignment of ratings to the 
existing Class A Bonds. If the Extraordinary Resolution for a given Series 
passes and the related Proposal is implemented, the commercial terms of the 
Bonds of that Series, including coupon, maturity date and other commercial 
terms in the Applicable Final Terms for that Series of Bonds, would remain the 
same. 
 
Consent Conditions 
 
In respect of each Series of Bonds, the implementation of the Proposed 
Amendments will be conditional on: 
 
(a)         the relevant Consent Solicitation not having been terminated; 
 
(b)         the passing of the Extraordinary Resolution; 
 
(c)         the execution and delivery of the relevant Amended Final Terms and 
Permitted Non-Core Document Amendment Certificate; and 
 
(d)         the quorum required for, and the requisite majority of votes cast 
at, the relevant 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 as described in 
"Meeting" below, if applicable) (the "Eligibility Condition"), 
 
(in respect of each Consent Solicitation, each a "Consent Condition" and 
together, the "Consent Conditions"). 
 
The Issuer will announce the results of each Meeting and (i) whether each 
Extraordinary Resolution has been passed; and (ii) the satisfaction (or 
otherwise) of the relevant Consent Conditions, as soon as reasonably 
practicable after the relevant Meeting and following such satisfactions (or 
otherwise). 
 
Meetings 
 
The notice convening the Meetings of each Series of Bondholders (the "Notice of 
Meetings") to be held via teleconference on 14 September 2021 has been given to 
Bondholders in accordance with the applicable Conditions on the date of the 
Consent Solicitation Memorandum. 
 
The Meeting for the 2026 Bonds will commence at 9:30 a.m. (London time) and the 
Meeting for the 2027 Bonds will commence at 9:45 a.m. (London time) or after 
the completion of the preceding Meeting (whichever is later). 
 
Bondholders may choose to attend (via teleconference) the relevant Meeting or 
make other arrangements to be represented at the relevant Meeting in accordance 
with the provisions for meetings of Bondholders set out in the Applicable Trust 
Deed, and as described in the relevant Notice of Meetings. 
 
In light of the ongoing developments in relation to the Covid-19 pandemic, the 
Issuer believes it to be inadvisable to hold the relevant Meeting at a physical 
location. Accordingly, in accordance with the provisions of the Applicable 
Trust Deed it has been agreed that further regulations regarding the holding of 
the relevant Meeting will be prescribed providing that each Meeting (and any 
relevant adjourned Meeting or Meetings) will be held via teleconference, but 
such Bondholders or their representatives will not be permitted to speak or 
vote at any such Meeting. In such circumstances, those Bondholders who have 
indicated that they wish to attend the relevant Meeting or Meetings will be 
provided with further details about attending the relevant Meeting or Meetings 
(and any adjourned Meeting(s)) via teleconference. None of the Meetings will be 
convened at a physical location. 
 
Bondholders should refer to the Notice of Meetings for full details of the 
procedures in relation to the Meetings. 
 
General 
 
Please also note that Anglian Water (Osprey) Financing Plc ("Anglian Water 
(Osprey)") has today announced that it is conducting separate consent 
solicitations in order to solicit consents from holders of certain notes (the 
"Notes") issued by Anglian Water (Osprey) to consent to (i) the migration of 
the Notes from their existing financing platform to Anglian Water (Osprey) and 
Osprey Acquisitions Limited's recently established ring-fenced investment grade 
financing platform (the "Migration Proposal") and (ii) the submission by 
Anglian Water (Osprey) of a request to Moody's Investors Service Limited to 
consider withdrawing and discontinuing its rating each series of Notes (the 
"Ratings Proposal", and together with the Migration Proposal, the "MidCo 
Consent Solicitations"). The MidCo Consent Solicitations are not conditional on 
the implementation of the Proposed Amendments (or any of the other terms of the 
Consent Solicitations) set out in this announcement or the Consent Solicitation 
Memorandum. 
 
For the avoidance of doubt, the implementation of the Consent Solicitations set 
out in this announcement and the related Consent Solicitation Memorandum are 
not conditional on the success (or otherwise) of the MidCo Consent 
Solicitations. 
 
It is a term of each Consent Solicitation that Consent Instructions shall be 
irrevocable (save in certain limited circumstances as described in the Consent 

Solicitation Memorandum). 
 
The above provisions relating to Consent Instructions do not affect the rights 
of Bondholders to attend (via teleconference) the relevant Meeting or to make 
other arrangements to be represented at the relevant Meeting in accordance with 
the relevant Meeting Provisions. Bondholders who wish to attend a Meeting will 
be entitled to do so to observe proceedings only and will not be permitted to 
speak or vote at the relevant Meeting. A separate Consent Instruction must be 
completed in respect of each Series of Bonds. 
 
The Issuer may, at its option and in its sole discretion, extend or amend each 
Consent Solicitation at any time (subject in each case to applicable law and 
the relevant Meeting Provisions and as provided in the Consent Solicitation 
Memorandum, and provided that no amendment may be made to the terms of the 
relevant Extraordinary Resolution). Details of any such extension, amendment or 
termination will be announced as provided in the Consent Solicitation 
Memorandum as promptly as practicable after the relevant decision is made. 
 
Bondholders are advised to check with any bank, securities broker or other 
intermediary through which they hold their Bonds when such intermediary would 
need to receive instructions from a Bondholder in order for such Bondholder to 
participate in, or (in the limited circumstances in which revocation is 
permitted) to validly revoke their instruction to participate in, a Consent 
Solicitation by the deadlines specified in the Consent Solicitation Memorandum. 
The deadlines set by any such intermediary and each Clearing System for the 
submission and (where permitted) revocation of Consent Instructions will be 
earlier than the relevant deadlines specified in the Consent Solicitation 
Memorandum. 
 
Questions and requests for assistance in connection with (i) the Consent 
Solicitations may be directed to the Solicitation Agents and (ii) the delivery 
of Consent Instructions may be directed to the Tabulation Agent, the contact 
details for which are on the last page of this announcement. 
 
Indicative Timetable 
 
Set out below is an indicative timetable showing one possible outcome for the 
timing of the Consent Solicitations, which will depend, among other things, on 
timely receipt (and non-revocation) of instructions, the rights of the Issuer 
(where applicable) to extend, amend and/or terminate any Consent Solicitation 
(other than the terms of the relevant Extraordinary Resolution) as described in 
the Consent Solicitation Memorandum and the passing of the Extraordinary 
Resolution at the initial Meeting for the relevant Series. Accordingly, the 
actual timetable may differ significantly from the timetable below. 
 
Event 
 
Announcement of Consent Solicitations 
 
Announcement of Consent Solicitations             16 August 2021 
 
Notice of Meetings delivered to the Clearing 
Systems for communication to Direct Participants 
 
The Consent Solicitation Memorandum and documents 
referred to under "General" in the relevant 
Notice of Meetings are made available from the 
Tabulation Agent and from the specified office of 
the Paying Agent 
 
Expiration Deadline 
 
Final deadline for receipt by the Tabulation      4:00 p.m. (London time) 
Agent of valid Consent Instructions from          on 9 September 2021 
Bondholders for such Bondholders to be            (unless extended or 
represented at the relevant Meeting               amended) 
 
This will also be the deadline for (i) the 
issuance, amendment or revocation of a voting 
instruction given other than by way of a Consent 
Instruction; and (ii) making any other 
arrangements to attend (via teleconference) or be 
represented at any Meeting 
 
Meetings 
 
Meetings to be held via teleconference            In respect of the 2026 
                                                  Bonds,  9:30 a.m. (London 
                                                  time) on 14 September 
                                                  2021; and 
                                                  in respect of the 2027 
                                                  Bonds, 9:45 a.m. (London 
                                                  time) on 14 September 
                                                  2021 or after the 
                                                  completion of the 
                                                  preceding Meeting 
                                                  (whichever is later). 
 
Announcement of results of Meetings and 
satisfaction of the relevant Consent Conditions 
 
Announcement of the results of the Meetings and   14 September 2021 (as 
whether the relevant Extraordinary Resolution has soon as reasonably 
been passed and the relevant Consent Conditions   practicable after the 
satisfied (or otherwise)                          Meetings) 
 
Effective Date 
 
In respect of each Series of Bonds, if the        14 September 2021 
relevant Extraordinary Resolution is passed and 
subject to the satisfaction of the relevant 
Consent Conditions, the date on which the 
relevant Amended Final Terms will be executed 
 
The Effective Date in respect of each, or both, Series of Bonds, is subject to 
change in the case of an adjourned Meeting or Meetings. 
 
Bondholders are advised to check with any bank, securities broker or other 
intermediary through which they hold their Bonds when such intermediary would 
need to receive instructions from a Bondholder in order for such Bondholder to 
participate in, or (in the limited circumstances in which revocation is 
permitted) to validly revoke their instruction to participate in, the relevant 
Consent Solicitation(s) and/or the relevant Meeting(s) by the deadlines 
specified above. The deadlines set by any such intermediary and each Clearing 
System for the submission and (where permitted) revocation of Consent 
Instructions will be earlier than the relevant deadlines above. 
 
Investor Presentation 
 
An investor presentation prepared in connection with the Consent Solicitations 
is available to Bondholders via Deal Roadshow at https://dealroadshow.com/e/ 
Anglian21, or by visiting https://dealroadshow.com and entering the entry code: 
Anglian21 
 
Further Information 
 
A complete description of the terms and conditions of the Consent Solicitations 
is set out in the Consent Solicitation Memorandum. A copy of the Consent 
Solicitation Memorandum is available to eligible persons upon request from the 
Tabulation Agent. 
 
Before making a decision with respect to the Consent Solicitations, Bondholders 
should carefully consider all of the information in the Consent Solicitation 
Memorandum and, in particular, the risk factors described in the section 
entitled "Certain Considerations relating to the Consent Solicitations". 
 
For the purposes of UK MAR, this announcement is made by Jane Pilcher. 
 
Further details about the transaction can be obtained from: 
 
The Solicitation Agents 
 
Barclays Bank PLC                       Lloyds Bank Corporate Markets plc 
5 The North Colonnade                   10 Gresham Street 
Canary Wharf                            London EC2V 7AE 
London E14 4BB                          United Kingdom 
United Kingdom 
 
Telephone: [phone]             Telephone: [phone] / 1719 
Attention: Liability Management Group   Attention: Liability Management Group 
Email: [e-mail]               Email: 
                                        [e-mail] 
 
Copies of the Consent Solicitation Memorandum can be obtained from, and 
requests for information in relation to the procedures for participating in the 
Consent Solicitations, and the submission of a Consent Instruction should be 
directed to: 
 
Tabulation Agent 
 
                         Lucid Issuer Services Limited 
 
                                Tankerton Works 
 
                                12 Argyle Walk 
 
                                London WC1H 8HA 
 
                                United Kingdom 
 
                             Tel: [phone] 
                    Attention: Arlind Bytyqi / Jacek Kusion 
                       Email: [e-mail] 
 
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 before 
any decision is made in respect of the relevant Proposed Amendments. If any 
Bondholder is in any doubt about any aspect of the proposal and/or the action 
it should take, it is recommended to seek its own financial, legal, regulatory 
or other advice immediately, including as to any tax consequences, from its 
stockbroker, bank manager, solicitor, accountant or other financial 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. Any individual or company whose Bonds are held 
on its behalf by a broker, dealer, bank, custodian, trust company or other 
nominee must contact such entity if it wishes to participate in the relevant 
Consent Solicitation(s) relating to its Bonds. 
 
The Bond Trustee has not been involved in the formulation of the Extraordinary 
Resolutions and the Bond Trustee expresses no opinion on the merits of any 
Extraordinary Resolution or on whether the Bondholders would be acting in their 
best interests in approving the Extraordinary Resolution and nothing in this 
Notice of Meeting should be construed as a recommendation to the Bondholders 
from the Bond Trustee to vote in favour of, or against, any Extraordinary 
Resolution. If any Bondholder is in any doubt as to any aspect of the Proposal 
in the Consent Solicitation Memorandum and/or the action it should take, it is 
recommended to seek its own financial, legal or other advice, including as to 
any tax consequences, from its stockbroker, bank manager, solicitor, 

accountant, independent financial adviser authorised under the Financial 
Services and Markets Act 2000, as amended (if in the United Kingdom) or other 
appropriately authorised financial adviser. 
 
None of the Issuer, the Obligors, the Solicitation Agents, the Tabulation 
Agent, the Bond Trustee, or any director, officer, employee, agent, 
representative or affiliate of any such person, is acting for any Bondholder, 
or will be responsible to any Bondholder for providing any protections which 
would be afforded to its clients or for providing advice in relation to any 
Consent Solicitation or any Extraordinary Resolution, and accordingly none of 
the Issuer, the Obligors, the Solicitation Agents, the Tabulation Agent, the 
Bond Trustee or any director, officer, employee, agent, representative or 
affiliate of any such person, makes any recommendation as to whether or not or 
how Bondholders should participate in the relevant Consent Solicitation(s) or 
otherwise participate at the relevant Meeting(s). The Solicitation Agents, the 
Tabulation Agent and the Bond Trustee do not take any responsibility for the 
contents of this announcement or the Consent Solicitation Memorandum. 
 
IMPORTANT INFORMATION 
 
This announcement is for informational purposes only and does not constitute 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. This announcement is not an offer of securities for sale into the 
United States. 
 
The release, publication or distribution of this announcement 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. 
 
No solicitation will be made in any jurisdiction in which the making or 
acceptance thereof would not be in compliance with the laws of such 
jurisdiction. 
 
This announcement does not constitute or form part of any offer or invitation 
to sell, or any solicitation of any offer to purchase. It is not an 
advertisement and not a prospectus for the purposes of Regulation (EU) 2017/ 
1129 (including as it forms part of domestic law by virtue of the EUWA). 
 
UK MIFIR product governance / Professional investors and ECPs only target 
market - Manufacturer target market (if any) is eligible counterparties and 
professional clients (all distribution channels). No key information document 
(KID) pursuant to Regulation (EU) No 1286/2014 as it forms part of UK domestic 
law by virtue of the EUWA (UK PRIIPs Regulation) has been prepared as the Bonds 
referred 
 
 
 
END 
 
 

(END) Dow Jones Newswires

August 16, 2021 05:02 ET (09:02 GMT)