TIDM84VF TIDM55GQ TIDM88WA
RNS Number : 5833P
Yorkshire Water Services Ltd
29 May 2018
YORKSHIRE WATER SERVICES FINANCE LIMITED, YORKSHIRE WATER
SERVICES BRADFORD FINANCE LIMITED AND YORKSHIRE WATER SERVICES
ODSAL FINANCE LIMITED ANNOUNCE A CONSENT SOLICITATION
29 May 2018
Overview
Yorkshire Water Services Finance Limited, Yorkshire Water
Services Bradford Finance Limited and Yorkshire Water Services
Odsal Finance Limited (together, the "Issuers") today announced a
consent solicitation in respect of the following series of bonds
(the "Bonds"):
(a) issued by Yorkshire Water Services Finance Limited:
(i) GBP200,000,000 5.50 per cent. Guaranteed Bonds due 2037 (XS0302054050)
(guaranteed by Yorkshire Water Services Limited, Yorkshire Water
Services Holdings Limited, Yorkshire Water Services Odsal Finance
Limited, Yorkshire Water Services Bradford Finance Limited and
Yorkshire Water Services Odsal Finance Holdings Limited);
(ii) GBP65,000,000 1.8225 per cent. Guaranteed Retail Price
Index-Linked Bonds due 2050 (XS0304850927) (guaranteed by Yorkshire
Water Services Limited, Yorkshire Water Services Holdings Limited,
Yorkshire Water Services Odsal Finance Limited, Yorkshire Water
Services Bradford Finance Limited and Yorkshire Water Services
Odsal Finance Holdings Limited);
(iii) GBP125,000,000 1.462 per cent. Guaranteed Retail Price
Index-Linked Bonds due 2051 (XS0275930203) (guaranteed by Yorkshire
Water Services Limited, Yorkshire Water Services Holdings Limited,
Yorkshire Water Services Odsal Finance Limited, Yorkshire Water
Services Bradford Finance Limited and Yorkshire Water Services
Odsal Finance Holdings Limited);
(iv) GBP85,000,000 1.75756 per cent. Guaranteed Retail Price
Index-Linked Bonds due 2054 (XS0302790000) (guaranteed by Yorkshire
Water Services Limited, Yorkshire Water Services Holdings Limited,
Yorkshire Water Services Odsal Finance Limited, Yorkshire Water
Services Bradford Finance Limited and Yorkshire Water Services
Odsal Finance Holdings Limited);
(v) GBP125,000,000 1.46 per cent. Guaranteed Retail Price
Index-Linked Bonds due 2056 (XS0275222114) (guaranteed by Yorkshire
Water Services Limited, Yorkshire Water Services Holdings Limited,
Yorkshire Water Services Odsal Finance Limited, Yorkshire Water
Services Bradford Finance Limited and Yorkshire Water Services
Odsal Finance Holdings Limited); and
(vi) GBP100,000,000 1.7085 per cent. Guaranteed Retail Price
Index-Linked Bonds due 2058 (XS0305261553) (guaranteed by Yorkshire
Water Services Limited, Yorkshire Water Services Holdings Limited,
Yorkshire Water Services Odsal Finance Limited, Yorkshire Water
Services Bradford Finance Limited and Yorkshire Water Services
Odsal Finance Holdings Limited); and
(b) issued by Yorkshire Water Services Bradford Finance Limited:
(i) GBP275,000,000 6.00 per cent. Guaranteed Fixed Rate Bonds
due 2019 (XS0439817908) (guaranteed by Yorkshire Water Services
Limited, Yorkshire Water Services Holdings Limited, Yorkshire Water
Services Finance Limited, Yorkshire Water Services Odsal Finance
Holdings Limited and Yorkshire Water Services Odsal Finance
Limited);
(ii) GBP300,000,000 6.375 per cent. Guaranteed Fixed Rate Bonds
due 2039 (of which GBP200,000,000 in aggregate nominal amount was
issued on 24 July 2009 and GBP100,000,000 in aggregate nominal
amount was issued on 23 April 2010) (XS0439818039) (guaranteed by
Yorkshire Water Services Limited, Yorkshire Water Services Holdings
Limited, Yorkshire Water Services Finance Limited, Yorkshire Water
Services Odsal Finance Holdings Limited and Yorkshire Water
Services Odsal Finance Limited);
(iii) GBP260,000,000 2.718 per cent. Guaranteed Retail Price
Index-Linked Bonds due 2039 (of which GBP175,000,000 in aggregate
nominal amount was issued on 24 July 2009 and GBP85,000,000 in
aggregate nominal amount was issued on 23 April 2010)
(XS0440541752) (guaranteed by Yorkshire Water Services Limited,
Yorkshire Water Services Holdings Limited, Yorkshire Water Services
Finance Limited, Yorkshire Water Services Odsal Finance Holdings
Limited and Yorkshire Water Services Odsal Finance Limited);
(iv) AUD50,000,000 5.875 per cent. Class A Unwrapped Guaranteed
Bonds due 2023 (XS0923597354) (guaranteed by Yorkshire Water
Services Limited, Yorkshire Water Services Holdings Limited,
Yorkshire Water Services Finance Limited, Yorkshire Water Services
Odsal Finance Holdings Limited and Yorkshire Water Services Odsal
Finance Limited);
(v) GBP250,000,000 3.625 per cent. Class A1 Guaranteed Unwrapped
Fixed Rate Bonds due 2029 (XS0810290832) (guaranteed by Yorkshire
Water Services Limited, Yorkshire Water Services Holdings Limited,
Yorkshire Water Services Finance Limited, Yorkshire Water Services
Odsal Finance Holdings Limited and Yorkshire Water Services Odsal
Finance Limited);
(vi) GBP50,000,000 1.803 per cent. Guaranteed Retail Price
Index-Linked Bonds due 2042 (XS0785387670) (guaranteed by Yorkshire
Water Services Limited, Yorkshire Water Services Holdings Limited,
Yorkshire Water Services Finance Limited, Yorkshire Water Services
Odsal Finance Holdings Limited and Yorkshire Water Services Odsal
Finance Limited);
(vii) GBP200,000,000 3.750 per cent. Fixed to Floating Rate
Unwrapped Guaranteed Bonds due 2046 (XS1381944260) (guaranteed by
Yorkshire Water Services Limited, Yorkshire Water Services Holdings
Limited, Yorkshire Water Services Finance Limited, Yorkshire Water
Services Odsal Finance Holdings Limited and Yorkshire Water
Services Odsal Finance Limited); and
(viii) GBP90,000,000 4.965 per cent. Class B Unwrapped
Guaranteed Bonds due 2033 (XS0939006770) (guaranteed by Yorkshire
Water Services Limited, Yorkshire Water Services Holdings Limited,
Yorkshire Water Services Finance Limited, Yorkshire Water Services
Odsal Finance Holdings Limited and Yorkshire Water Services Odsal
Finance Limited); and
(c) issued by Yorkshire Water Services Odsal Finance Limited:
(i) GBP210,692,000 6.5876 per cent. Bonds due 2023
(XS0439817650) (guaranteed by Yorkshire Water Services Limited,
Yorkshire Water Services Holdings Limited, Yorkshire Water Services
Finance Limited, Yorkshire Water Services Odsal Finance Holdings
Limited and Yorkshire Water Services Bradford Finance Limited);
(ii) GBP135,476,000 6.4540 per cent. Bonds due 2027 (XS0439817734)
(guaranteed by Yorkshire Water Services Limited, Yorkshire Water
Services Holdings Limited, Yorkshire Water Services Finance
Limited, Yorkshire Water Services Odsal Finance Holdings Limited
and Yorkshire Water Services Bradford Finance Limited)
(iii) GBP254,974,000 6.6011 per cent. Bonds due 2031 (XS0439817577)
(guaranteed by Yorkshire Water Services Limited, Yorkshire Water
Services Holdings Limited, Yorkshire Water Services Finance
Limited, Yorkshire Water Services Odsal Finance Holdings Limited
and Yorkshire Water Services Bradford Finance Limited); and
(iv) GBP127,811,000 3.30666 per cent. Guaranteed Retail Price
Index-Linked Bonds due 2033 (XS0439817817) (guaranteed by Yorkshire
Water Services Limited, Yorkshire Water Services Holdings Limited,
Yorkshire Water Services Finance Limited, Yorkshire Water Services
Odsal Finance Holdings Limited and Yorkshire Water Services
Bradford Finance Limited).
Capitalised terms used in this announcement and not defined
herein shall have the meanings ascribed to them in the Solicitation
Memorandum dated 29 May 2018 (the "Solicitation Memorandum").
Meetings of Bondholders
The following meetings of Bondholders which have been convened
in respect of each series of Bonds as listed in the table below in
each case to consider, and if thought fit, pass the applicable
Extraordinary Resolutions to approve the relevant Proposal(s) and
their implementation, shall take place at the offices of Linklaters
LLP, One Silk Street, London EC2Y 8HQ and at the times indicated in
the table below:
Series of Bonds
Issuer (ISIN) Time of Meeting
Yorkshire Water GBP200,000,000 12.00 p.m. (London
Services Finance 5.50 per cent. time) on 20 June
Limited Guaranteed Bonds 2018
due 2037 (XS0302054050)
GBP65,000,000
1.8225 per cent.
Guaranteed Retail
Price Index-Linked
Bonds due 2050
(XS0304850927)
GBP125,000,000
1.462 per cent.
Guaranteed Retail
Price Index-Linked
Bonds due 2051
(XS0275930203)
GBP85,000,000
1.75756 per cent.
Guaranteed Retail
Price Index-Linked
Bonds due 2054
(XS0302790000)
GBP125,000,000
1.46 per cent.
Guaranteed Retail
Price Index-Linked
Bonds due 2056
(XS0275222114)
GBP100,000,000
1.7085 per cent.
Guaranteed Retail
Price Index-Linked
Bonds due 2058
(XS0305261553)
Yorkshire Water GBP275,000,000 11.30 a.m. (London
Services Bradford 6.00 per cent. time) on 20 June
Finance Limited Guaranteed Fixed 2018
Rate Bonds due
2019 (XS0439817908)
GBP300,000,000
6.375 per cent.
Guaranteed Fixed
Rate Bonds due
2039 (of which
GBP200,000,000
in aggregate nominal
amount was issued
on 24 July 2009
and GBP100,000,000
in aggregate nominal
amount was issued
on 23 April 2010)
(XS0439818039)
GBP260,000,000
2.718 per cent.
Guaranteed Retail
Price Index-Linked
Bonds due 2039
(of which GBP175,000,000
in aggregate nominal
amount was issued
on 24 July 2009
and GBP85,000,000
in aggregate nominal
amount was issued
on 23 April 2010)
(XS0440541752)
AUD50,000,000
5.875 per cent.
Class A Unwrapped
Guaranteed Bonds
due 2023 (XS0923597354)
GBP250,000,000
3.625 per cent.
Class A1 Guaranteed
Unwrapped Fixed
Rate Bonds due
2029 (XS0810290832)
GBP50,000,000
1.803 per cent.
Guaranteed Retail
Price Index-Linked
Bonds due 2042
(XS0785387670)
Yorkshire Water GBP200,000,000 12.30 p.m. (London
Services Bradford 3.750 per cent. time) on 20 June
Finance Limited Fixed to Floating 2018
Rate Unwrapped
Guaranteed Bonds
due 2046 (XS1381944260)
GBP90,000,000
4.965 per cent.
Class B Unwrapped
Guaranteed Bonds
due 2033 (XS0939006770)
Yorkshire Water GBP210,692,000 11.00 a.m. (London
Services Odsal 6.5876 per cent. time) on 20 June
Finance Limited Bonds due 2023 2018
(XS0439817650)
GBP135,476,000
6.4540 per cent.
Bonds due 2027
(XS0439817734)
GBP254,974,000
6.6011 per cent.
Bonds due 2031
(XS0439817577)
GBP127,811,000
3.30666 per cent.
Guaranteed Retail
Price Index-Linked
Bonds due 2033
(XS0439817817)
Bondholders who do not wish to attend the relevant Meeting but
who wish to vote must take action prior to 4.00 p.m. (London time)
on 15 June 2018 (the "Expiration Time"), subject to amendment,
termination or withdrawal by the Issuers and any earlier deadlines
set by the Clearing Systems or any intermediary through which such
Bondholders hold their Bonds.
Background
The YW Financing Group includes Yorkshire Water Services
Bradford Finance Limited ("YWSBFL" or "Programme Issuer"),
Yorkshire Water Services Odsal Finance Limited ("YWSOFL" or
"Exchange Issuer") and Yorkshire Water Services Odsal Finance
Holdings ("YWSOFH") (together, the "Caycos") each of which are
incorporated in the Cayman Islands.
The Caycos are managed in the UK and are wholly and exclusively
UK tax resident, having submitted tax returns to HM Revenue &
Customs since their establishment. Notwithstanding this, there has
been increased political comment on water companies using companies
incorporated in the Cayman Islands, which has led to the inaccurate
perception that their use is for tax avoidance schemes.
Yorkshire Water Services Limited ("YWS") is of the view that
maintaining a financing structure which includes the Caycos (and
also potentially Yorkshire Water Services Finance Limited ("YWSF"))
could be prejudicial to its relations with, and future price
determinations by, Ofwat. In addition, it could impact its ability
to sustain the trust and confidence of its customers as it seeks to
improve the transparency of its business. Consequently, the
interests of the Secured Creditors may be adversely affected.
On 17 October 2017, YWS announced its intention to remove the
Caycos from its corporate structure and the Proposals as more fully
described in the Solicitation Memorandum set out the necessary
steps to achieve this objective.
The Proposals
As more fully set out in the STID Proposal, it is envisaged that
a new wholly owned direct subsidiary of YWS will be incorporated in
the UK (the "New UK Issuer") and that the debt issued by each of
the Programme Issuer, the Exchange Issuer and YWSF will have its
issuer substituted for the New UK Issuer.
Following such substitutions, each Cayco and YWSF would be
disposed of from the YW Financing Group and subsequently dissolved
on a solvent basis.
As part of the broader process to remove the Caycos, YWS has
decided that as Secured Creditor consent is being obtained in
respect of the removal of the Caycos from the YW Financing Group,
now is an appropriate time to implement additional changes in order
to further simplify the financing structure. For this reason,
despite it being an English company, it is proposed that YWSF also
be removed from the YW Financing Group as this is, in its view, a
prudent step to take in the circumstances. YWS understands that
certain of the Participating YWSF Bondholders may not wish for YWSF
to be substituted and therefore, in the event that an extraordinary
resolution of Participating YWSF Bondholders does not approve the
Substitution Proposal in relation to YWSF, YWSF will remain in
place as it is currently. It is for the above reasons that YWS has
decided to proceed with the transactions set out in the STID
Proposal with the ultimate aim of removing the Caycos and YWSF from
the YW Financing Group.
Furthermore, Secured Creditors should note that each
Substitution Proposal is subject to one or more extraordinary
resolutions of the Bondholders of each Issuer and in the case of
YWSBFL and YWSOFL, such Substitution Proposals (and the right for
bondholders to receive an Instruction Fee in respect of bonds of
YWSOFL and YWSBFL) are contingent upon each other. If an
extraordinary resolution in respect of a Substitution Proposal for
a Class of Bondholders (and in the case of the YWSBFL and YWSOFL
all Substitution Proposals in respect of each Class of Bondholders
of both Cayman Issuers) is not passed by a particular Class of
Bondholders (in respect of that Issuer), the relevant issuer will
not be substituted and the Bondholders will remain with the current
issuer of their debt as it currently stands and will not receive
the Instruction Fee. Bondholders should also note that, to the
extent any Substitution Proposal goes ahead, any bonds which are
subject to that Substitution Proposal will continue to be listed on
the main market of the London Stock Exchange following the
implementation of such Substitution Proposal.
For detailed information on the Proposals, including the steps
envisaged to achieve the removal of the Caycos and YWSF from the YW
Financing Group, see the form of the STID Proposal (appended at
Schedule 3 to the Solicitation Memorandum).
In the case of both the Class A Bondholders and the Class B
Bondholders, the Extraordinary Resolution to approve the relevant
Substitution Proposal and in the case of the Class A Bondholders
only, the Extraordinary Resolution to approve the STID Proposal, in
each case as more fully described in the Solicitation Memorandum,
are herein referred to as the "Proposals".
Amendment Conditions
Implementation of the transactions set out in the STID Proposal
is conditional on:
a) Rating Agency confirmations confirming that the Transaction
(as defined in the form of the STID Proposal appended at Schedule 3
to the Solicitation Memorandum) would not cause a downgrade or
removal of the then current credit rating of the Bonds (or where a
Rating Agency is not willing to provide its confirmation due to its
prevailing policy regarding the issue of rating affirmations, a
certificate in writing from YWS addressed to the Security Trustee
certifying that, in its opinion (and where the relevant Rating
Agency was prepared to consult with YWS, this opinion is based on
consultation with such Rating Agency), the Transaction would not
cause a downgrade or removal of the then current credit rating of
the Bonds);
b) the approval of the STID Proposal and the announcement by the
Security Trustee of such approval;
c) the execution of documentation in respect of the New UK
Issuer's accession to certain transaction documents;
d) the delivery to the Security Trustee of certain legal
opinions of Linklaters LLP as to matters of capacity and
enforceability of certain transaction documents;
e) certifications of Yorkshire Water Services Limited as to
certain matters set out more fully in the STID Proposal; and
f) the other conditions set out in paragraph 4 of the form of
the STID Proposal (appended at Schedule 3 to the Solicitation
Memorandum),
(the "Amendment Conditions").
The relevant Issuer will announce satisfaction of the Amendment
Conditions as soon as practicable thereafter.
It is intended that the transaction will be implemented within
six months of the STID Voting Deadline, however the timing for the
implementation of the transaction shall be at YWS's sole and
absolute discretion.
Results of Consultations with The Investment Association
The Proposals have been considered by a special committee (the
"Special Committee") of The Investment Association at the request
of YWS. The members of the Special Committee, who hold in aggregate
approximately 45 per cent. of the principal amount outstanding of
the Class A Bonds (at their originally issued nominal amount) and
in aggregate approximately 43 per cent. of the principal amount
outstanding of the Class B Bonds of YWSBFL (at their originally
issued nominal amount), have examined the Proposals. They have
informed YWS that they find the Proposals acceptable and that,
subject to client and other approvals, they intend to vote in
favour of the relevant Proposals in respect of their holdings of
Bonds.
The threshold for approval of the STID Proposal is more than 50
per cent. of Voted Qualifying Class A Debt.
Instruction Fees
Subject to the conditions set out in the Solicitation
Memorandum, including the approval of the relevant Substitution
Proposal(s) (and in the case of YWSBFL and YWSOFL, the Substitution
Proposals being approved by each Class of Bondholders of both
Cayman Issuers), the approval of the STID Proposal and the
announcement by the Security Trustee of such approval, the relevant
Issuer will pay to a holder of the Bonds who has delivered a valid
Electronic Voting Instruction in respect of the relevant
Extraordinary Resolution(s) relating to the relevant Substitution
Proposal(s) and (in respect of the Class A Bonds only) the STID
Proposal which has been received by the Tabulation Agent at or
prior to the Instruction Fee Deadline, which has not been validly
withdrawn following the Instruction Fee Deadline and/or at or prior
to the Expiration Time and which remains in full force and effect
until the conclusion of the relevant Meeting, the instruction fee
equal to 2.5 bps of the Principal Amount Outstanding of such Bonds
the subject of the relevant Electronic Voting Instruction (the
"Instruction Fee"). The Instruction Fee shall be paid on the
relevant Payment Date via the relevant Clearing System for onward
payment to the cash account of an eligible holder of the Bonds in
such Clearing System. The payment of any such amounts to the
relevant Clearing System will discharge the obligations of the
relevant Issuer(s) in respect of the Instruction Fee to all such
relevant Bondholder(s).
For the avoidance of doubt, Class A Bondholders of each Issuer
who wish to vote in respect of both Extraordinary Resolutions and
be eligible for the Instruction Fee will be required to submit
independent instructions in respect of each Extraordinary
Resolution on which they wish to vote to (i) approve the STID
Proposal and (ii) approve the relevant Substitution Proposal(s), in
each case in respect of the relevant Issuer.
Holders of Bonds will not be eligible to receive the Instruction
Fee if they do not submit a valid Electronic Voting Instruction
which has been received by the Tabulation Agent at or prior to the
Instruction Fee Deadline, if they attend the relevant Meeting and
vote in person, or if they revoke their instructions after the
Instruction Fee Deadline and/or on or prior to the Expiration Time
or unblock their Bonds prior to the Payment Date.
It is a condition to the relevant Issuer's obligation to pay or
procure the payment of the Instruction Fee to relevant holders of
Bonds that (A) (i) the STID Proposal has been approved and (ii) the
Security Trustee has announced such approval and (B) the
Extraordinary Resolutions in respect of the relevant Substitution
Proposal(s) (and in the case of YWSBFL and YWSOFL, the Substitution
Proposals being approved by each Class of Bondholders of both
Cayman Issuers) have been approved. Such condition(s) are waivable
at the discretion of the relevant Issuer.
Expected Timetable
Event Date
Announcement of Proposals, delivery 29 May 2018
of the STID Proposal and Notices
of Meetings given to Bondholders
through the Clearing Systems.
Solicitation Memorandum and draft
amendment documentation in respect
of each of the CTA, MDA, STID, the
Tax Deed of Covenant, the CP Agreement,
Bond Trust Deeds, Agency Agreements
and the Account Bank Agreement to
be made available at the specified
office of the Tabulation Agent (copies
of which are obtainable by Bondholders
upon request, free of charge).
Instruction Fee Deadline: Latest 4.00 p.m. (London
time and date for receipt of Electronic time) on 12
Voting Instructions by the Tabulation June 2018
Agent through the Clearing Systems
for holders to be eligible for payment
of the Instruction Fee.
Expiration Time: Latest time and 4.00 p.m. (London
date for (i) receipt of valid Electronic time) on 15
Voting Instructions by the Tabulation June 2018
Agent through the Clearing Systems
(such Electronic Voting Instructions
are irrevocable from this date),
(ii) obtaining a voting certificate
from the Principal Paying Agent and
for the issuance or revocation of
a voting instruction given other
than by way of an Electronic Voting
Instruction and (iii) making other
arrangements to be represented or
to attend and vote at the Meeting(s)
or an adjourned Meeting.
Time and date of the Meetings. Commencing
at 11.00 a.m.
(London time)
on 20 June
2018 as set
out in the
relevant Notice
of Meeting
Notice of results of the Meetings Promptly following
(including which Series of Bonds conclusion
have sanctioned the relevant Substitution of the Meetings
Proposal(s) and the STID Proposal, on 20 June
where applicable) to be given to 2018
Bondholders through the Clearing
Systems.
STID Voting Deadline. 9 July 2018
Announcement of results at STID level. 10 July 2018
or earlier,
subject to
the STID Proposal,
should the
Security Trustee
have received
votes in favour
of the Proposals
from DIG Representatives
representing
more than 50
per cent. of
the total Outstanding
Principal Amount
of Qualifying
Class A Debt
If the STID Proposal is approved
and the Security Trustee has announced
such approval
Payment of the Instruction Fee to On the Payment
those holders who are eligible for Date which
payment in accordance with the conditions is expected
set out in the Solicitation Memorandum. to be on or
about the fifth
Business Day
following the
announcement
of the results
at STID level,
if the STID
Proposal and
the relevant
Extraordinary
Resolutions
in respect
of the relevant
Substitution
Proposals are
approved.
If the Amendment Conditions are satisfied
Execution of amendment documentation On the Amendment
in respect of each of the CTA, MDA, Date - currently
STID, the Tax Deed of Covenant, the expected to
Bond Trust Deeds, the Agency Agreements, occur within
the CP Agreement and the Account six months
Bank Agreement and implementation of the STID
of the transactions set out in the Voting Deadline
STID Proposal. (but, in any
event, to be
implemented
at a time which
is at YWS's
sole and absolute
discretion).
All of the above dates are subject to earlier deadlines that may
be set by the Clearing Systems or any intermediary.
General
Subject to applicable law and as provided herein, the relevant
Issuer may, in its sole discretion, amend the terms of (save for
the terms of the Extraordinary Resolutions or the Expiration Time),
terminate or withdraw the Consent Solicitation at any time up to
the Solicitation Amendment Deadline.
Bondholders are advised to check with the bank, securities
broker, trust company, custodian, Clearing System or other
intermediary through which they hold their Bonds whether such
intermediary will apply different deadlines for participation to
those set out in the Solicitation Memorandum and, if so, should
adhere to such deadlines if such deadlines are prior to the
deadlines set out in the Solicitation Memorandum.
In relation to the delivery or revocation of Electronic Voting
Instructions, in each case, through the Clearing Systems,
Bondholders holding Bonds in Euroclear or Clearstream, Luxembourg
should note the particular practice of the relevant Clearing
System, including any earlier deadlines set by such Clearing
System.
Only direct accountholders in Euroclear or Clearstream,
Luxembourg may deliver Electronic Voting Instructions. Bondholders
who are not direct accountholders in Euroclear or Clearstream,
Luxembourg should arrange for the accountholder through which they
hold their Bonds to deliver an Electronic Voting Instruction on
their behalf to the relevant Clearing System as more particularly
described in the Solicitation Memorandum. The deadlines specified
by the relevant Clearing System may be earlier than the Instruction
Fee Deadline and/or the Expiration Time.
Bondholders are advised to read carefully the Solicitation
Memorandum for full details of and information on the procedures
for participating in the Consent Solicitation.
A complete description of the terms and conditions of the
Consent Solicitation will be set out in the Solicitation
Memorandum.
For Further Information:
Further details on the Consent Solicitation and copies of the
Solicitation Memorandum can be obtained from:
The Solicitation Agents
Lloyds Bank Corporate Markets plc
25 Gresham Street
London EC2V 7AE
United Kingdom
Telephone: +44 (0)20 7158 1726/1719
Email: liability.management@lloydsbanking.com
Attention: Liability Management Team, Commercial Banking
NatWest Markets Plc
250 Bishopsgate
London EC2M 4AA
United Kingdom
Telephone: +44 (0) 20 7678 5282
Email: liabilitymanagement@natwestmarkets.com
Attention: Liability Management
The Tabulation Agent
Lucid Issuer Services Limited
Tankerton Works
12, Argyle Walk
London WC1H 8HA
Telephone: +44 20 7704 0880
Email: yorkshirewater@lucid-is.com
Attention: David Shilson / Alexander Yangaev
Disclaimer
This announcement must be read in conjunction with the
Solicitation Memorandum. The Solicitation Memorandum contains
important information which should be read carefully before any
decision is made with respect to the Consent Solicitation. If any
Bondholder is in doubt as to the action it should take, it is
recommended to seek its own financial 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 (if in the United Kingdom)
or other appropriately authorised financial adviser. 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 Consent Solicitation.
This announcement is issued by Yorkshire Water Services Limited.
None of the Solicitation Agents, the Security Trustee or the Bond
Trustee accepts any responsibility for the contents of this
announcement.
This announcement is released by Yorkshire Water Services
Limited and contains inside information for the purposes of Article
7 of the Market Abuse Regulation (EU) 596/2014 ("MAR"),
encompassing information relating to the Proposals described above.
For the purposes of MAR and Article 2 of Commission Implementing
Regulation (EU) 2016/1055, this announcement is made by Mark Amsden
(Company Secretary (Interim)) at Yorkshire Water Services
Limited.
Legal Entity Identifier numbers:
Yorkshire Water Services Limited - 2138006E2VG89XLORJ06
Yorkshire Water Services Finance Limited -
213800SPVHJCCUH13862
Yorkshire Water Services Bradford Finance Limited -
213800O6R7EUHYFLXI94
Yorkshire Water Services Odsal Finance Limited -
2138004EMHYELGBEJH69
[1] See for example "Gove warns water companies over use of
offshore tax structures - UK environment secretary threatens
legislation if companies do not behave responsibly":
https://www.ft.com/content/28f18778-f91c-11e7-a492-2c9be7f3120a or
"A water industry that works for everyone", a speech delivered by
The Rt Hon Michael Gove MP on 1 March at the Water UK City
Conference:
https://www.gov.uk/government/speeches/a-water-industry-that-works-for-everyone
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 rns@lseg.com or visit www.rns.com.
END
MSCBUGDUXXDBGIC
(END) Dow Jones Newswires
May 29, 2018 11:55 ET (15:55 GMT)
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