TIDM71ZU TIDM12FC
RNS Number : 0318D
Scotland Gas Networks PLC
23 October 2020
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.
SOUTHERN GAS NETWORKS PLC
(incorporated with limited liability under the laws of England
and
Wales under registered number 05167021)
(Legal Entity Identifier: 549300SPX8573VZ2SK79)
SCOTLAND GAS NETWORKS PLC
(incorporated with limited liability under the laws of
Scotland under registered number SC264065)
(Legal Entity Identifier: 549300Y7M5CC1U5DBX07)
Southern Gas Networks plc and Scotland Gas Networks plc announce
Consent Solicitations
London, 23 October 2020
Southern Gas Networks plc ("Southern") and Scotland Gas Networks
plc ("Scotland") (each, an "Issuer" and together, the "Issuers")
today announce invitations to holders of the outstanding notes
listed in the tables below (each a "Series" and together, the
"Notes") to (i) consent to certain modifications to the Applicable
Trust Deed of the relevant Series to amend the credit rating
thresholds in the existing hedging counterparty criteria to align
more closely with current Issuer financing documentation (including
the current euro medium term note programme of the Issuers) and to
reflect changes to the bank counterparty credit rating environment
which has evolved during the period since the Series have been
issued and (ii) consent to certain amendments to the 2034 Notes (as
defined below) in connection with the proposal to remove the
guarantee provided by Ambac Assurance UK Limited ("AMBAC") in
respect of the 2034 Notes, to instruct the Trustee to release the
guarantee provided by AMBAC and terminate or effect the secession
from certain documents in connection with the removal of the AMBAC
guarantee and to make changes corresponding to (i) above to the
Applicable Trust Deed in so far as it relates to the 2034 Notes,
both by approving the relevant extraordinary resolution (an
"Extraordinary Resolution"), all as further described in the
Consent Solicitation Memorandum prepared by the Issuers dated 23
October 2020 (the "Consent Solicitation Memorandum" and each such
invitation in respect of a Series, a "Consent Solicitation").
Capitalised terms used in this notice and not otherwise defined
shall have the meanings given to them in the Consent Solicitation
Memorandum.
Series of Notes subject to the Consent Solicitations
Unguaranteed Notes Principal
amount
Issuer ISIN Description outstanding
-------------- ------------- ----------------------------------- ---------------
Southern Gas XS0686570242 GBP300,000,000 4.875 per cent. GBP300,000,000
Networks plc Bonds due 5 October 2023
("2023 Notes")
-------------- ------------- ----------------------------------- ---------------
Southern Gas XS1180063056 GBP350,000,000 2.50 per cent. GBP350,000,000
Networks plc Notes due 3 February 2025
("2025 Notes")
-------------- ------------- ----------------------------------- ---------------
Scotland Gas XS1375954945 GBP250,000,000 3.250 per cent. GBP250,000,000
Networks plc Notes due 8 March 2027
("2027 Notes")
-------------- ------------- ----------------------------------- ---------------
Scotland Gas XS0460689044 GBP125,000,000 2.317 per cent. GBP170,241,250
Networks plc Index Linked Bonds due 2 November
2039
("2039 Notes")
-------------- ------------- ----------------------------------- ---------------
Southern Gas XS0362679176 GBP225,000,000 6.375 per cent. GBP225,000,000
Networks plc Notes due 15 May 2040
("2040 Notes")
-------------- ------------- ----------------------------------- ---------------
Scotland Gas XS0348776294 GBP80,000,000 Senior Unguaranteed GBP80,000,000
Networks plc Floating Rate Bonds due 10
March 2043
("2043 Notes")
-------------- ------------- ----------------------------------- ---------------
Guaranteed Notes Scotland Gas XS0232332402 GBP225,000,000 4.875 per cent. GBP225,000,000
Networks plc Bonds (guaranteed by Ambac
Assurance UK Limited) due 21
December 2034
("2034 Notes")
-------------- ------------- ------------------------------- ---------------
Early Participation Fee
Pursuant to each Consent Solicitation, each Noteholder who
validly submits a Consent Instruction in respect of the relevant
Extraordinary Resolution which is validly received by the
Tabulation Agent by the Early Instruction Deadline may be eligible
to receive an Early Participation Fee, subject to satisfaction of
the Consent Conditions and as further described in the Consent
Solicitation Memorandum.
Each Noteholder from whom a valid Consent Instruction in respect
of the relevant Extraordinary Resolution is received by the
Tabulation Agent by 4.00 p.m. (London time) on 5 November 2020
(such time and date with respect to each Series, as the same may be
extended, the "Early Instruction Deadline") will be eligible to
receive payment of an amount equal to 0.10 per cent. of the
Principal Amount of the Notes that are the subject of the relevant
Consent Instruction (the "Early Participation Fee").
Noteholders may continue to submit Consent Instructions after
the Early Instruction Deadline and up to the Expiration Deadline,
but such Noteholders will not be eligible to receive the Early
Participation Fee in respect of those Consent Instructions.
Subject to the satisfaction of the Consent Conditions and
subject to the relevant Consent Instruction being validly received
by the Tabulation Agent on or prior to the Early Instruction
Deadline and not being revoked (in the limited circumstances in
which such revocation is permitted), the Payment Date for the Early
Participation Fee will be no later than the fifth Business Day
following the announcement of the satisfaction of the Consent
Conditions.
Background to the Consent Solicitations
A. Amendments to Hedging Counterparty Criteria
Within the Applicable Trust Deeds of the below Series there are
credit rating criteria that the Issuers are required to apply when
undertaking hedging transactions with counterparties. These
criteria limit the number of counterparties with whom the Issuers
can transact certain new hedging transactions and impose ongoing
hedging counterparty criteria over the life of the Notes. The
criteria are not currently uniform across all the Applicable Trust
Deeds and are summarised below:
Current Hedging Counterparty Rating Criteria
Applicable Notes Initial Credit Collateralisation Replacement Counterparty
Trust Deed Rating Criteria Credit Rating Credit Rating
Criteria Criteria
------------ ------------ ----------------- ------------------- -------------------------
2005 Trust 2034 Notes AA- (S&P or AA- (S&P or Fitch) A- (S&P or Fitch)
Deed Fitch) or or
/ Aa3 (Moody's) A3 (Moody's)
Aa3 (Moody's)
------------ ------------ ----------------- ------------------- -------------------------
2007 Trust 2040 Notes AA- (S&P or A- (S&P or Fitch) A- (S&P or Fitch)
Deed 2043 Notes Fitch) or or
2039 Notes / Aa3 (Moody's) A3 (Moody's)
Aa3 (Moody's)
------------ ------------ ----------------- ------------------- -------------------------
2011 Trust 2023 Notes AA- (S&P or A- (S&P or Fitch) A- (S&P or Fitch)
Deed Fitch) or or
/ Aa3 (Moody's) A3 (Moody's)
Aa3 (Moody's)
------------ ------------ ----------------- ------------------- -------------------------
2014 Trust 2025 Notes AA- (S&P or A (S&P or Fitch) A (S&P or Fitch)
Deed Fitch) or or
/ Aa3 (Moody's) A3 (Moody's)
Aa3 (Moody's)
------------ ------------ ----------------- ------------------- -------------------------
2016 Trust 2027 Notes AA- (S&P or A (S&P or Fitch) A (S&P or Fitch)
Deed Fitch) or or
/ Aa3 (Moody's) A3 (Moody's)
Aa3 (Moody's)
------------ ------------ ----------------- ------------------- -------------------------
The existing credit rating criteria were originally structured
when the credit rating environment for hedge counterparties was
substantively different to what it is today. Whilst the Issuers are
currently able to enter into hedging transactions, the existing
credit rating criteria limit the number of potential hedge
counterparties that the Issuers can transact with and as a
consequence any hedging the Issuers undertake risks concentrating
mark to market exposure with a small pool of banks whilst also
reducing the ability to create pricing tension for new hedging
transactions.
The existing credit rating criteria within the Applicable Trust
Deeds are no longer consistent with the Issuer's current euro
medium term note programme which does not contain any equivalent
hedging counterparty criteria (a position that is consistent with
peers' documentation). The Issuers therefore propose to amend the
existing hedging counterparty criteria to better reflect the
current credit rating environment. Such amendments will: (i) allow
the Issuers to spread hedging transactions across a larger number
of counterparties and reduce counterparty concentration risk; (ii)
promote a more price competitive hedging transaction environment to
reduce hedging costs; and (iii) diversify funding sources and
ensure that the Issuers have better access to a broader number of
liquidity pools.
Proposed Hedging Counterparty Amendments
Initial Credit Rating Criteria Collateralisation Credit Rating Criteria Replacement Counterparty Credit Rating
Criteria
------------------------------- ----------------------------------------- ------------------------------------------
A- (S&P), A- (Fitch) BBB+ (S&P or Fitch) BBB- (S&P or Fitch)
or or or
A3 (Moody's) Baa1 (Moody's) Baa3 (Moody's)
------------------------------- ----------------------------------------- ------------------------------------------
In addition, the Issuers propose limited changes to the
Supplemental Trust Deeds to clarify the application of the Initial
Credit Rating Criteria for their hedge counterparties to the effect
that a rating is required from any one of Moody's, Fitch or
S&P, but that the lowest rating assigned to such hedge
counterparty will apply in determining whether the Initial Credit
Rating Criteria are satisfied.
Concurrently with the Consent Solicitations, each of the
relevant Issuers has sought the consent of Assured Guaranty
(Europe) PLC (formerly named Financial Security Assurance (U.K.)
Limited) ("AG") and Assured Guaranty Corp. ("AGC") as agent for
Syncora Guarantee Inc. as assignee of Syncora Guarantee (U.K.)
Limited (formerly named XL Capital Assurance (U.K.) Limited)
("Syncora") to make amendments equivalent to the Proposed Hedging
Counterparty Amendments to the below listed series of outstanding
notes which are one hundred per cent. guaranteed by AG and Syncora
(the "Monoline Consents"):
Southern Gas Networks plc
-- GBP150,000,000 Index Linked Bonds (guaranteed by XL Capital
Assurance (U.K.) Limited) due 21 October 2025 (XS0232335173)
-- GBP375,000,000 4.875 per cent. Bonds (guaranteed by Financial
Security Assurance (U.K.) Limited) due 21 March 2029
(XS0232335769)
-- GBP250,000,000 Index Linked Amortising Bonds (guaranteed by
XL Capital Assurance (U.K.) Limited) due 21 October 2035
(XS0232335926)
Scotland Gas Networks plc
-- GBP165,000,000 Index Linked Bonds (guaranteed by Financial
Security Assurance (U.K.) Limited) due 21 October 2022
(XS0232332154)
Pursuant to the 2005 Trust Deed, AG and Syncora can exercise all
voting rights in respect of the amendments to the hedging
counterparty criteria in the above listed series of outstanding
notes. AG and AGC on behalf of Syncora have informed the Issuers
that they find the proposals acceptable and are minded to vote in
favour of the amendments.
B. Removal of AMBAC Guarantee
Prior to launching the Consent Solicitation, Scotland Gas
Networks plc has also been in discussions with AMBAC regarding the
outstanding GBP225,000,000 4.875 per cent. Bonds (guaranteed by
Ambac Assurance UK Limited) due 21 December 2034 (XS0232332402) of
Scotland Gas Networks plc (the "2034 Notes") which AMBAC
guarantees. AMBAC have requested to be released from their
remaining obligations under the terms of the guarantee which they
currently provide for this Series of Notes. This request to be
released from their remaining obligations under the terms of the
guarantee for the 2034 Notes is consistent with the approach which
AMBAC has taken with respect to certain other consent solicitation
exercises on notes in respect of which they have historically
provided a guarantee and where issuers have sought to implement
certain amendments. This is also in line with AMBAC's current
approach of not undertaking new business.
In light of the fact that the guarantee provided by AMBAC no
longer provides any credit rating enhancement for this Series of
Notes as AMBAC is no longer formally rated and, following the
withdrawal of AMBAC's corporate rating, the fact that the 2034
Notes have the same rating as the outstanding unguaranteed notes
issued by Scotland Gas Networks plc, Scotland Gas Networks plc now
seeks Noteholder approval to remove the guarantee provided by AMBAC
for this Series of Notes.
Following the release of the AMBAC guarantee for the 2034 Notes,
(i) Noteholders of the 2034 Notes will have greater control over
the enforcement of certain covenants which are currently only
enforceable by AMBAC in respect of the 2034 Notes (including the
discretion as to whether to declare events of default or
enforcement events or to accelerate payments of principal and
interest); and (ii) Scotland Gas Networks plc will be required to
seek consent directly from Noteholders of the 2034 Notes in
relation to certain matters under the 2005 Trust Deed, as
supplemented by the relevant supplemental trust deed, in respect of
the 2034 Notes.
Scotland Gas Networks plc proposes to enter into a deed of
release with Southern Gas Networks plc, AMBAC and the Trustee (the
"Deed of Release") and a deed of secession and termination with
AMBAC, AG and the Trustee (the "Deed of Secession and Termination")
to effect the removal of the guarantee from the 2034 Notes, to
terminate or amend certain transaction documents to which AMBAC is
a party, to effect AMBAC's secession from the Scotland Monoline ICA
and to further enter into a supplemental trust deed between the
Issuers, the Trustee, AMBAC, AG and AGC (on behalf of Syncora) to
amend the Applicable Final Terms to reflect the removal of the
guarantee provided by AMBAC for the 2034 Notes.
Scotland Gas Networks plc will not, as a result of the removal
of the AMBAC guarantee for the 2034 Notes, receive a reduction in
fees or incur an increase in fees payable to AMBAC compared to what
Scotland Gas Networks plc is contractually obliged to pay to AMBAC
if the AMBAC guarantee for the 2034 Notes is not removed.
Whilst the 2005 Trust Deed also currently applies to the
GBP215,000,000 4.875 per cent. Bonds due 21 December 2020 issued by
Southern Gas Network plc (XS0232334952) (the "2020 Notes"), the
Issuer has determined that the usage of the amended hedging
arrangements (as proposed by the Consent Solicitation Memorandum)
do not require amendments to be implemented with regards to the
2020 Notes. As a result, the Issuer is not proposing to make
corresponding changes to the hedging arrangements or to remove
AMBAC as a guarantor in respect of the 2020 Notes and no action is
therefore required to be taken by noteholders in the 2020
Notes.
Consent Conditions
Payment of the Early Participation Fee and the implementation of
the Proposed Amendments (as defined in the Consent Solicitation
Memorandum) set out above in respect of each Series will be
conditional on:
(a) the relevant Consent Solicitation not having been terminated;
(b) the passing of the relevant Extraordinary Resolution;
(c) the Monoline Consents having been obtained; and
(d) the Extraordinary Resolutions in respect of all Series of
Notes having been duly passed at each Relevant Meeting or an
adjourned Meeting for the relevant Series of Notes,
(each, a "Consent Condition" and together the "Consent
Conditions").
It is a condition of each Consent Solicitation, the payment of
the Early Participation Fee and the implementation of the Proposed
Amendments that the Extraordinary Resolutions in respect of all
Series of Notes have been duly passed at each relevant Meeting or
at an adjourned Meeting for the relevant Series of Notes and that
the Monoline Consents (as defined above) have been obtained. The
Effective Date in relation to the Consent Solicitations and each
Extraordinary Resolution which has been duly passed in respect of
any Series of Notes will be delayed to the extent (and subject to
the satisfaction of the other conditions specified herein) that the
Extraordinary Resolution in respect of one or more other Series of
Notes has not been passed simultaneously with such Extraordinary
Resolutions due to the relevant Meeting for such Series of Notes
being inquorate and will not occur, in the event that the
Extraordinary Resolution in respect of any other Series of Notes
has not been passed at an adjourned Meeting.
The relevant Issuer will announce the results of each Meeting
and (i) whether the relevant Extraordinary Resolution has been
passed; and (ii) the satisfaction (or otherwise) of the Consent
Conditions, as soon as reasonably practicable after the relevant
Meeting.
Recommendation of the Consent Solicitations and the Proposed
Amendments by the Investment Association
The Proposed Amendments have been considered by a special
committee (the "Special Committee") of the Investment Association
at the request of the Issuers. The members of the Special
Committee, who hold in aggregate approximately 28.04 per cent. of
the Principal Amount of the Notes, have examined the Proposed
Amendments. They have informed the Issuers that they find the
Proposed Amendments acceptable and that, subject to client and
other approvals, they intend to vote in favour of the Proposed
Amendments in respect of their holdings of the Notes.
The Special Committee has advised the Issuers that this
recommendation relates only to the Proposed Amendments set out in
the Consent Solicitation Memorandum with respect to the Notes and
not to any future proposed amendments which the Issuers may
make.
Noteholders should however make their own detailed assessment of
the Consent Solicitation and the Proposed Amendments.
Meetings
Each notice convening the Meetings of the Notes (together, the
"Notices of Meeting") to be held via teleconference on 16 November
2020 has been given to Noteholders in accordance with the
Conditions on the date of the Consent Solicitation Memorandum.
Pursuant to the applicable Meetings Provisions, the
Extraordinary Resolutions in respect of the Notes will be
consolidated into five Meetings as set out in the Notices of
Meeting.
The initial Meeting (in respect of the 2023 Notes and the 2040
Notes) will commence at 9:30 a.m. (London time), with the meetings
for (i) the 2025 Notes, (ii) the 2039 Notes and the 2043 Notes,
(iii) the 2027 Notes, and (iv) the 2034 Notes being held at 5
minute intervals thereafter or after the completion of the
preceding Meeting (whichever is later).
General
The relevant Issuer may, at its option and in its sole
discretion, extend, amend or terminate such Consent Solicitation at
any time (subject in each case to applicable law and the relevant
Meeting Provisions, 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
promptly as practicable after the relevant decision is made.
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 relevant Issuer (where
applicable) to extend, amend and/or terminate any Consent
Solicitation (other than the terms of the relevant Extraordinary
Resolution) and the passing of each 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 23 October 2020
Notices of Meeting delivered to the Clearing
Systems for communication to Direct Participants
The Consent Solicitation Memorandum and
documents referred to under "General"
in the relevant Notices of Meeting are
made available from the Tabulation Agent
and from the specified office of the
Principal Paying Agent
Early Instruction Deadline
Deadline for receipt by the Tabulation 4:00 p.m. (London
Agent of valid Consent Instructions from time) on 5 November
Noteholders for such Noteholders to be 2020
eligible to receive the Early Participation
Fee
Expiration Deadline
Final deadline for receipt by the Tabulation 4:00 p.m. (London
Agent of valid Consent Instructions from time) on 11 November
Noteholders for such Noteholders to be 2020
represented at the relevant Meeting
This will also be the deadline for making
any other arrangements to attend (via
teleconference) or be represented or
to vote at any Meeting
However, Noteholders making such other
arrangements or submitting Consent Instructions
after the Early Instruction Deadline
will not be eligible to receive the Early
Participation Fee
Meetings
Meetings to be held via teleconference From 9:30 a.m. (London
time) on 16 November
2020
Announcement of results of Meetings and
satisfaction of the Consent Conditions
Announcement of the results of the Meetings 16 November 2020 (as
and whether the Extraordinary Resolutions soon as reasonably
have been passed and the Consent Conditions practicable after
satisfied (or otherwise) the Meetings)
Effective Date
If all the relevant Extraordinary Resolutions 17 November 2020
are passed and subject to the satisfaction
of the Consent Conditions, the date on
which the Supplemental Trust Deeds will
be executed, the Deed of Release and
the Deed of Secession and Termination
will become effective, the Proposed Amendments
will be effected and the AMBAC guarantee
for the 2034 Notes will be released
Payment Date
Subject to the satisfaction of the Consent No later than the
Conditions, payment of the Early Participation fifth Business Day
Fee following the date
of the announcement
of the satisfaction
of the Consent Conditions.
Noteholders are advised to check with any bank, securities
broker or other intermediary through which they hold their Notes
when such intermediary would need to receive instructions from a
Noteholder in order for such Noteholder 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.
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, Noteholders 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"
This announcement is released by Scotland Gas Networks plc and
contains information in relation to the Notes 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 Consent Solicitations and/or the
proposal described above. For the purposes of MAR and Article 2 of
Commission Implementing Regulation (EU) 2016/1055, this
announcement is made by Duncan Holder.
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: +44 20 3134 8515 Telephone: +44 20 7158 1726 / 1719
Attention: Liability Management Attention: Liability Management
Group Group
Email: eu.lm@barclays.com Email: liability.management@lloydsbanking.com
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: +44 20 7704 0880
Attention: Arlind Bytyqi
Email: sgn@lucid-is.com
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 with respect
to the relevant Proposed Amendments. If any Noteholder is in any
doubt as to the action it should take or is unsure of the impact of
the implementation of the relevant Proposed Amendments or the
relevant Extraordinary Resolution to be proposed at the relevant
Meeting, 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 (the "FSMA") (if in the United
Kingdom) or other appropriately authorised financial adviser. Any
individual or company whose Notes 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.
None of the Issuers, the Solicitation Agents, the Tabulation
Agent, the Trustee, the Principal Paying Agent or any director,
officer, employee, agent or affiliate of any such person, is acting
for any Noteholder, or will be responsible to any Noteholder for
providing any protections which would be afforded to its clients or
for providing advice in relation to any Consent Solicitation
(including the Proposed Amendments) or any Extraordinary
Resolution, and accordingly none of the Issuers, the Solicitation
Agents, the Tabulation Agent, the Trustee, the Principal Paying
Agent or any director, officer, employee, agent or affiliate of any
such person, makes any recommendation whether Noteholders should
participate in the relevant Consent Solicitation. The Solicitation
Agents, the Tabulation Agent, the Trustee and the Principal Paying
Agent 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.
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END
MSCUORNRRAURURA
(END) Dow Jones Newswires
October 23, 2020 02:05 ET (06:05 GMT)
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