Delisting

Millshaw Sams No.1 Ld

03 June 2024

 

THIS NOTICE CONTAINS IMPORTANT INFORMATION OF INTEREST TO THE REGISTERED AND BENEFICIAL OWNERS OF THE NOTES (AS DEFINED BELOW). IF APPLICABLE, ALL DEPOSITARIES, CUSTODIANS AND OTHER INTERMEDIARIES RECEIVING THIS NOTICE ARE REQUESTED TO PASS THIS NOTICE TO SUCH BENEFICIAL OWNERS IN A TIMELY MANNER.

If you are in any doubt as to the action you should take, you are recommended to seek your own financial, tax and legal advice immediately from your stockbroker, bank manager, solicitor, accountant or other financial adviser authorised under the Financial Services and Markets Act 2000 (if you are in the United Kingdom), or from another appropriately authorised independent financial, tax or legal adviser and such other professional advice from your own professional advisers as you deem necessary.

This Notice is addressed only to holders of the Notes (as defined below) and persons to whom it may otherwise be lawful to distribute it ("relevant persons"). It is directed only at relevant persons and must not be acted on or relied on by persons who are not relevant persons. Any investment or investment activity to which this Notice relates is available only to relevant persons and will be engaged in only with relevant persons.

If you have recently sold or otherwise transferred your entire holding(s) of Notes referred to below, you should immediately forward this document to the purchaser or transferee or to the stockbroker, bank or other agent through whom the sale or transfer was effected for transmission to the purchaser or transferee.

THIS NOTICE DOES NOT CONSTITUTE OR FORM PART OF, AND SHOULD NOT BE CONSTRUED AS, AN OFFER FOR SALE, EXCHANGE OR SUBSCRIPTION OF, OR A SOLICITATION OF ANY OFFER TO BUY, EXCHANGE OR SUBSCRIBE FOR, ANY SECURITIES OF THE ISSUER OR ANY OTHER ENTITY IN ANY JURISDICTION.

MILLSHAW SAMS NO.1 LIMITED

26 New Street

St. Helier

Jersey JE2 3RA

(the "Issuer")

NOTICE

to holders of the following notes of the Issuer

presently outstanding

£97,840,000 SAM Notes

due 2054

(the "Noteholders" and the "Notes", respectively)

Capitalised terms used herein and not otherwise defined shall have the meanings ascribed to them in the offering circular relating to the Notes dated 17 March 1999.

GENERAL

Notice is hereby given that, pursuant to the note trust deed dated 25 March 1999 (as supplemented by a supplemental trust deed dated 5 December 2023 and as otherwise amended and/or supplemented from time to time (the "Trust Deed"), on 30 May 2024 the Noteholders have passed an Extraordinary Resolution in written form (the "Written Resolution"). The Written Resolution was passed with the consent of Noteholders of not less than 87.4 per cent. of Principal Amount Outstanding of the Notes then outstanding. Accordingly, a second supplemental trust deed  between the Issuer and the Trustee has been entered into to effect the amendments outlined in the Written Resolution (the "Second Supplemental Trust Deed").

The Written Resolution directs the Issuer, promptly following its passing, to apply to remove the Notes from the Official List of the London Stock Exchange.

The Written Resolution further requires that certain amendments be made to the Trust Deed. These include amendments which have the effect of: (i) removing the Issuer's obligation to maintain the listing of the Notes on the London Stock Exchange, unless required to do so by an Extraordinary Resolution; and (ii) requiring the Issuer (a) to use all reasonable endeavours to list the Notes on any regulated stock exchange approved by an Extraordinary Resolution (a "Stock Exchange"), if so directed by an Extraordinary Resolution; (b) following the listing of the Notes in accordance with (a), at all times, to use its best endeavours to maintain such listing; and (c) promptly to effect the delisting of the Notes from a Stock Exchange, if so directed by an Extraordinary Resolution.

Due to this Written Resolution being passed the Issuer has applied to delist the Notes from the Official List of the London Stock Exchange (the "Delisting"). Pursuant to Listing Rule 5.2.8R, the Issuer is required to provide Noteholders with at least 20 business days' notice of the intended cancellation of the listing of the Notes.  Such notice is hereby given, and it is accordingly anticipated that the Delisting will become effective at 8:00 a.m. (London time) on 2 July 2024.

CONTEXT

Maintaining the listing on the London Stock Exchange has become more costly since the Notes were originally issued, in part due to increased regulatory and audit requirements imposed since issuance.  The reserve established in order to fund the ongoing costs of the Issuer through to the maturity of the Notes was not calculated to include such higher costs and the Delisting is intended to reduce some of the additional burden on such reserve.

Noteholders are strongly advised to take independent legal advice as to the consequences of the Delisting for the Noteholders and the Notes and are encouraged to contact the Issuer to make their respective holdings known.

Noteholders may, at any time, obtain copies of the transaction documents, including the  Second Supplemental Trust Deed, by requesting access to the document vault by emailing [e-mail].

This Notice is given by

MILLSHAW SAMS NO.1 LIMITED

as Issuer 

Dated 3 June 2024

26 New Street

St. Helier

Jersey JE2 3RA

Attention: Millshaw SAMS No.1 Limited - the Company Secretary

Facsimile: 01534 814815

Email: [e-mail]

 

END