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ThamesWtUtCayFinLd (38DO)

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Monday 04 June, 2018

ThamesWtUtCayFinLd

Notice of Meeting

RNS Number : 2486Q
Thames Water Utilities Cayman Fin.
04 June 2018
 

THIS NOTICE IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. IF YOU ARE IN ANY DOUBT ABOUT THE ACTION YOU SHOULD TAKE, YOU SHOULD CONSULT IMMEDIATELY YOUR STOCKBROKER, BANK MANAGER, SOLICITOR, ACCOUNTANT OR OTHER PROFESSIONAL ADVISER AUTHORISED UNDER THE FINANCIAL SERVICES AND MARKETS ACT 2000 (IF YOU ARE IN THE UNITED KINGDOM) OR ANOTHER APPROPRIATELY AUTHORISED INDEPENDENT PROFESSIONAL ADVISER.

To each of the holders of the Bonds (the "Bondholders")
with respect to the


€113,000,000 2.3 per cent. Index Linked Class A Guaranteed Unwrapped Bonds due 18 July 2022 (XS0649823035)
(guaranteed by Thames Water Utilities Holdings Limited, Thames Water Utilities Limited, Thames Water Utilities Finance Limited and Thames Water Utilities Cayman Finance Holdings Limited)

 

£250,000,000 1.875 per cent. Class A Guaranteed Unwrapped Bonds due 24 January 2024 (XS1555168282)
(guaranteed by Thames Water Utilities Holdings Limited, Thames Water Utilities Limited, Thames Water Utilities Finance Limited and Thames Water Utilities Cayman Finance Holdings Limited)

 

CAD250,000,000 2.875 per cent. Class A Guaranteed Unwrapped Bonds due 12 December 2024 (CAG8787NAB06)
(guaranteed by Thames Water Utilities Holdings Limited, Thames Water Utilities Limited, Thames Water Utilities Finance Limited and Thames Water Utilities Cayman Finance Holdings Limited)

 

£500,000,000 4 per cent. Class A Guaranteed Unwrapped Bonds due 19 June 2025 (XS1078777114)
(guaranteed by Thames Water Utilities Holdings Limited, Thames Water Utilities Limited, Thames Water Utilities Finance Limited and Thames Water Utilities Cayman Finance Holdings Limited)

£45,000,000 0.721 per cent. Index Linked Class A Unwrapped Bonds due 21 December 2027 (XS1335311574)
(guaranteed by Thames Water Utilities Holdings Limited, Thames Water Utilities Limited, Thames Water Utilities Finance Limited and Thames Water Utilities Cayman Finance Holdings Limited)

 

£300,000,000 3.5 per cent. Class A Guaranteed Unwrapped Bonds due 25 February 2028 (XS1371533867)
(guaranteed by Thames Water Utilities Holdings Limited, Thames Water Utilities Limited, Thames Water Utilities Finance Limited and Thames Water Utilities Cayman Finance Holdings Limited)

 

£250,000,000 2.625 per cent. Class A Guaranteed Unwrapped Bonds due 24 January 2032 (XS1555168365)
(guaranteed by Thames Water Utilities Holdings Limited, Thames Water Utilities Limited, Thames Water Utilities Finance Limited and Thames Water Utilities Cayman Finance Holdings Limited)

 

£40,000,000 0.75 per cent. Index Linked Class A Bonds due 18 December 2034 (XS1334772925)
(guaranteed by Thames Water Utilities Holdings Limited, Thames Water Utilities Limited, Thames Water Utilities Finance Limited and Thames Water Utilities Cayman Finance Holdings Limited)

 

£300,000,000 4.375 per cent. Class A Guaranteed Unwrapped Bonds due 3 July 2034 (XS0800185174)
(guaranteed by Thames Water Utilities Holdings Limited, Thames Water Utilities Limited, Thames Water Utilities Finance Limited and Thames Water Utilities Cayman Finance Holdings Limited)

 

JPY 20,000,000,000 3.28 per cent. Fixed Rate Class A Unwrapped Bonds due 20 August 2038 (XS0382041225)
(guaranteed by Thames Water Utilities Holdings Limited, Thames Water Utilities Limited, Thames Water Utilities Finance Limited and Thames Water Utilities Cayman Finance Holdings Limited)

 

£50,000,000 3.853 per cent. Sub-Class A1 Index-Linked Unwrapped Bonds due 15 December 2040 (XS0404852526)
(guaranteed by Thames Water Utilities Holdings Limited, Thames Water Utilities Limited, Thames Water Utilities Finance Limited and Thames Water Utilities Cayman Finance Holdings Limited)

 

£500,000,000 5.50 per cent. Class A Guaranteed Unwrapped Bonds due 11 February 2041 (XS0590171103)
(guaranteed by Thames Water Utilities Holdings Limited, Thames Water Utilities Limited, Thames Water Utilities Finance Limited and Thames Water Utilities Cayman Finance Holdings Limited)

 

£50,000,000 1.98 per cent. Sub-Class A5 Index-Linked Unwrapped Bonds due 28 August 2042 (XS0318577912)
(guaranteed by Thames Water Utilities Holdings Limited, Thames Water Utilities Limited and Thames Water Utilities Finance Limited)

 

£55,000,000 2.091 per cent. Class A Guaranteed Unwrapped Index-Linked Bonds due 6 October 2042 (XS0455926260)
(guaranteed by Thames Water Utilities Holdings Limited, Thames Water Utilities Limited, Thames Water Utilities Finance Limited and Thames Water Utilities Cayman Finance Holdings Limited)

 

£40,000,000 1.974 per cent. Class A Guaranteed Unwrapped Index-Linked Bonds due 12 October 2045 (XS0548262061)
(guaranteed by Thames Water Utilities Holdings Limited, Thames Water Utilities Limited, Thames Water Utilities Finance Limited and Thames Water Utilities Cayman Finance Holdings Limited)

 

£300,000,000 4.625 per cent. Class A Guaranteed Unwrapped Bonds due 4 June 2046 (XS0800186222)
(guaranteed by Thames Water Utilities Holdings Limited, Thames Water Utilities Limited, Thames Water Utilities Finance Limited and Thames Water Utilities Cayman Finance Holdings Limited)

 

£100,000,000 1.846 per cent. Sub-Class A4 Index-Linked Unwrapped Bonds due 28 August 2047 (XS0318577755)
(guaranteed by Thames Water Utilities Holdings Limited, Thames Water Utilities Limited and Thames Water Utilities Finance Limited)

 

£200,000,000 1.819 per cent. Sub-Class A3 Index-Linked Unwrapped Bonds due 28 August 2049 (XS0318577672)
(guaranteed by Thames Water Utilities Holdings Limited, Thames Water Utilities Limited and Thames Water Utilities Finance Limited)

 

£200,000,000 1.771 per cent. Sub-Class A2 Index-Linked Unwrapped Bonds due 28 August 2057 (XS0318577599)
(guaranteed by Thames Water Utilities Holdings Limited, Thames Water Utilities Limited and Thames Water Utilities Finance Limited)

 

£400,000,000 7.738 per cent. Guaranteed Class A Unwrapped Bonds due 9 April 2058 (XS1537083716)
(guaranteed by Thames Water Utilities Holdings Limited, Thames Water Utilities Limited, Thames Water Utilities Finance Limited and Thames Water Utilities Cayman Finance Holdings Limited)

 

£350,000,000 1.76 per cent. Sub-Class A1 Index-Linked Unwrapped Bonds due 28 August 2062 (XS0318577326)
(guaranteed by Thames Water Utilities Holdings Limited, Thames Water Utilities Limited, Thames Water Utilities Finance Limited and Thames Water Utilities Cayman Finance Holdings Limited)


(the "Bonds")
of
Thames Water Utilities Cayman Finance Limited (the "Issuer")
(incorporated with limited liability under the laws of the Cayman Islands with registered number MC-187772)

NOTICE IS HEREBY GIVEN that, pursuant to the provisions of Schedule 4 to the Bond Trust Deed (as defined below) constituting the Bonds and made between, among others, the Issuer and Deutsche Trustee Company Limited (and, in respect of the Canadian Bonds, the Law  Debenture Trust Corporation p.l.c. as delegate of Deutsche Trustee Company Limited) as trustee for the Bondholders (the "Bond Trustee"), a meeting (the "Meeting") of the Bondholders convened by Thames Water Utilities Cayman Finance Limited (the "Issuer") will be held on 26 June 2018 at the offices of Linklaters LLP, One Silk Street, London EC2Y 8HQ at 11.00 a.m. (London time) for the purpose of considering the proposals set out in the Solicitation Memorandum and, if thought fit, passing the following resolutions which will each be proposed as an Extraordinary Resolution in accordance with the provisions of the Bond Trust Deed. Unless the context otherwise requires, capitalised terms used in this notice shall bear the meanings given to them in the Bond Trust Deed or, as applicable, the Solicitation Memorandum prepared by the Issuer and dated 4 June 2018 (the "Solicitation Memorandum").

FIRST EXTRAORDINARY RESOLUTION

"THAT THIS MEETING (the "Meeting") of the holders (the "Bondholders") of the following series of Class A Bonds:

(i)         €113,000,000 2.3 per cent. Index Linked Class A Guaranteed Unwrapped Bonds due 18 July 2022 issued on 18 July 2011;

(ii)        £250,000,000 1.875 per cent. Class A Guaranteed Unwrapped Bonds due 24 January 2024 issued on 24 January 2017;

(iii)       CAD250,000,000 2.875 per cent. Class A Guaranteed Unwrapped Bonds due 12 December 2024 issued on 12 December 2017;

(iv)       £500,000,000 4 per cent. Class A Guaranteed Unwrapped Bonds due 19 June 2025 issued on 19 June 2014;

(v)        £45,000,000 0.721 per cent. Index Linked Class A Unwrapped Bonds due 21 December 2027 issued on 21 December 2015;

(vi)       £300,000,000 3.5 per cent. Class A Guaranteed Unwrapped Bonds due 25 February 2028 issued on 25 February 2016;

(vii)      £250,000,000 2.625 per cent. Class A Guaranteed Unwrapped Bonds due 24 January 2032 issued on 24 January 2017;

(viii)     £40,000,000 0.75 per cent. Index Linked Class A Bonds due 18 December 2034 issued on 18 December 2015;

(ix)       £300,000,000 4.375 per cent. Class A Guaranteed Unwrapped Bonds due 3 July 2034 issued on 3 July 2012;

(x)        JPY 20,000,000,000 3.28 per cent. Fixed Rate Class A Unwrapped Bonds due 20 August 2038 issued on 20 August 2008;

(xi)       £50,000,000 3.853 per cent. Sub-Class A1 Index-Linked Unwrapped Bonds due 15 December 2040 issued on 15 December 2008;

(xii)      £500,000,000 5.50 per cent. Class A Guaranteed Unwrapped Bonds due 11 February 2041 issued on 11 February 2011;

(xiii)     £50,000,000 1.98 per cent. Sub-Class A5 Index-Linked Unwrapped Bonds due 28 August 2042 issued on 30 August 2007;

(xiv)     £55,000,000 2.091 per cent. Class A Guaranteed Unwrapped Index-Linked Bonds due 6 October 2042 issued on 6 October 2009;

(xv)      £40,000,000 1.974 per cent. Class A Guaranteed Unwrapped Index-Linked Bonds due 12 October 2045 issued on 12 October 2010;

(xvi)     £300,000,000 4.625 per cent. Class A Guaranteed Unwrapped Bonds due 4 June 2046 issued on 3 July 2012;

(xvii)    £100,000,000 1.846 per cent. Sub-Class A4 Index-Linked Unwrapped Bonds due 28 August 2047 issued on 30 August 2007;

(xviii)   £200,000,000 1.819 per cent. Sub-Class A3 Index-Linked Unwrapped Bonds due 28 August 2049 issued on 30 August 2007;

(xix)      £200,000,000 1.771 per cent. Sub-Class A2 Index-Linked Unwrapped Bonds due 28 August 2057 issued on 30 August 2007;

(xx)       £400,000,000 7.738 per cent. Guaranteed Class A Unwrapped Bonds due 9 April 2058 issued on 23 December 2016; and

(xxi)      £350,000,000 1.76 per cent. Sub-Class A1 Index-Linked Unwrapped Bonds due 28 August 2062 issued on 30 August 2007,

each guaranteed by Thames Water Utilities Holdings Limited, Thames Water Utilities Limited, Thames Water Utilities Finance Limited and, in respect of certain Series of Bonds only, Thames Water Utilities Cayman Finance Holdings Limited (each a "Guarantor" and together, the "Guarantors"),

(together, the "Bonds") issued by Thames Water Utilities Cayman Finance Limited (the "Issuer") and constituted by a trust deed originally dated 30 August 2007, as amended and restated or supplemented from time to time (the "Bond Trust Deed"), between, amongst others, the Issuer and Deutsche Trustee Company Limited (the "Bond Trustee"), by Extraordinary Resolution (as defined in the Bond Trust Deed) HEREBY:

(1)        sanctions and approves the STID Proposal to which this Extraordinary Resolution relates, which is defined and described in the Solicitation Memorandum (as defined below);

(2)        assents to and authorises, directs, requests and empowers the Bond Trustee to (i) vote in favour of the STID Proposal and (ii) take all other actions including executing any other documents necessary, desirable or expedient in connection with the STID Proposal from TWUL dated 4 June 2018 and the amendments and consents proposed in such STID Proposal;

(3)        authorises, ratifies, sanctions, directs, requests, instructs and empowers the Bond Trustee to concur with and (where applicable) execute, authorise and/or direct the Security Trustee to execute (i) the amendment agreements in respect of the CTA, MDA, STID, the Tax Deed of Covenant, the CP Agreement, and the Account Bank Agreement and the Deeds of Variation set out in the forms produced to this Meeting (the "Amendment Agreements"), each signed by the chairman of this Meeting for the purpose of identification and any consequential modifications (if any) thereto as the Bond Trustee considers necessary in its absolute discretion to give effect to this Extraordinary Resolution and (ii) any other amendments to the Finance Documents in order to give effect to and to implement the STID Proposal;

(4)        waives any claim Bondholders may have against the Bond Trustee or Security Trustee as a result of any liability they may suffer or incur as a result of acting upon this Extraordinary Resolution (including but not limited to circumstances where it is subsequently found that this Extraordinary Resolution is not valid or binding);

(5)        holds harmless, discharges and exonerates and indemnifies the Bond Trustee and the Security Trustee from and against all liability for which it may have become or may become liable as a result of acting in accordance with this Extraordinary Resolution under the Bonds, the Finance Documents or otherwise in respect of any act or omission, including, without limitation, in connection with this Extraordinary Resolution or its implementation, such modifications or the implementation of those modifications;

(6)        sanctions and assents to every abrogation, amendment, modification, compromise or arrangement in respect of the rights of the Bondholders against the Issuer or the relevant Guarantors or against any of their property whether such rights shall arise under the Bonds, the Finance Documents or otherwise involved in or resulting from the STID Proposal, this Extraordinary Resolution or their implementation and/or the amendments and modifications to the Bonds, the Finance Documents or otherwise or their implementation and;

(7)        approves that the Bond Trustee be and is hereby authorised and instructed not to obtain any legal opinions in relation to, or to enquire into the power and the capacity of any person to enter into the Amendment Agreements or any other amendments to the Finance Documents of the due execution and delivery thereof by any party thereto or the validity and enforceability thereof.

The effectiveness of this Extraordinary Resolution is subject to the satisfaction of the Amendment Conditions as set out in the Solicitation Memorandum.

Unless the context otherwise requires, capitalised terms used in this Extraordinary Resolution shall bear the meanings given to them in the Bond Trust Deed or, as applicable, the Solicitation Memorandum prepared by the Issuer and dated 4 June 2018 (the "Solicitation Memorandum")".

SECOND EXTRAORDINARY RESOLUTION

"THAT THIS MEETING (the "Meeting") of the holders (the "Bondholders") of the following series of Class A Bonds:

(i)         €113,000,000 2.3 per cent. Index Linked Class A Guaranteed Unwrapped Bonds due 18 July 2022 issued on 18 July 2011;

(ii)        £250,000,000 1.875 per cent. Class A Guaranteed Unwrapped Bonds due 24 January 2024 issued on 24 January 2017;

(iii)       CAD250,000,000 2.875 per cent. Class A Guaranteed Unwrapped Bonds due 12 December 2024 issued on 12 December 2017;

(iv)       £500,000,000 4 per cent. Class A Guaranteed Unwrapped Bonds due 19 June 2025 issued on 19 June 2014;

(v)        £45,000,000 0.721 per cent. Index Linked Class A Unwrapped Bonds due 21 December 2027 issued on 21 December 2015;

(vi)       £300,000,000 3.5 per cent. Class A Guaranteed Unwrapped Bonds due 25 February 2028 issued on 25 February 2016;

(vii)      £250,000,000 2.625 per cent. Class A Guaranteed Unwrapped Bonds due 24 January 2032 issued on 24 January 2017;

(viii)     £40,000,000 0.75 per cent. Index Linked Class A Bonds due 18 December 2034 issued on 18 December 2015;

(ix)       £300,000,000 4.375 per cent. Class A Guaranteed Unwrapped Bonds due 3 July 2034 issued on 3 July 2012;

(x)        JPY 20,000,000,000 3.28 per cent. Fixed Rate Class A Unwrapped Bonds due 20 August 2038 issued on 20 August 2008;

(xi)       £50,000,000 3.853 per cent. Sub-Class A1 Index-Linked Unwrapped Bonds due 15 December 2040 issued on 15 December 2008;

(xii)      £500,000,000 5.50 per cent. Class A Guaranteed Unwrapped Bonds due 11 February 2041 issued on 11 February 2011;

(xiii)     £50,000,000 1.98 per cent. Sub-Class A5 Index-Linked Unwrapped Bonds due 28 August 2042 issued on 30 August 2007;

(xiv)     £55,000,000 2.091 per cent. Class A Guaranteed Unwrapped Index-Linked Bonds due 6 October 2042 issued on 6 October 2009;

(xv)      £40,000,000 1.974 per cent. Class A Guaranteed Unwrapped Index-Linked Bonds due 12 October 2045 issued on 12 October 2010;

(xvi)     £300,000,000 4.625 per cent. Class A Guaranteed Unwrapped Bonds due 4 June 2046 issued on 3 July 2012;

(xvii)    £100,000,000 1.846 per cent. Sub-Class A4 Index-Linked Unwrapped Bonds due 28 August 2047 issued on 30 August 2007;

(xviii)   £200,000,000 1.819 per cent. Sub-Class A3 Index-Linked Unwrapped Bonds due 28 August 2049 issued on 30 August 2007;

(xix)      £200,000,000 1.771 per cent. Sub-Class A2 Index-Linked Unwrapped Bonds due 28 August 2057 issued on 30 August 2007;

(xx)       £400,000,000 7.738 per cent. Guaranteed Class A Unwrapped Bonds due 9 April 2058 issued on 23 December 2016; and

(xxi)      £350,000,000 1.76 per cent. Sub-Class A1 Index-Linked Unwrapped Bonds due 28 August 2062 issued on 30 August 2007,

each guaranteed by Thames Water Utilities Holdings Limited, Thames Water Utilities Limited, Thames Water Utilities Finance Limited and, in respect of certain Series of Bonds only, Thames Water Utilities Cayman Finance Holdings Limited (each a "Guarantor" and together, the "Guarantors"), (together, the "Bonds") by Thames Water Utilities Cayman Finance Limited (the "Issuer") and constituted by a trust deed originally dated 30 August 2007, as amended and restated or supplemented from time to time (the "Bond Trust Deed"), between, amongst others, the Issuer and Deutsche Trustee Company Limited (the "Bond Trustee"), by Extraordinary Resolution (as defined in the Bond Trust Deed) HEREBY:

(1)        sanctions and approves the Substitution Proposal to which this Extraordinary Resolution relates, which is defined and described in the Solicitation Memorandum (as defined below);

(2)        assents to and authorises, directs, requests and empowers the Bond Trustee to (i) vote in favour of the Substitution Proposal and (ii) take all other actions including executing any other documents necessary, desirable or expedient in connection with the Substitution Proposal;

(3)        authorises, ratifies, sanctions, directs, requests, instructs and empowers the Bond Trustee  to concur with and (where applicable) execute, authorise and/or direct the Security Trustee to execute (i) the Amendment Agreements, the Deeds of Variation), each signed by the chairman of this Meeting for the purpose of identification and any consequential modifications (if any) thereto as the Bond Trustee considers necessary in its absolute discretion to give effect to this Extraordinary Resolution and (ii) any other documents necessary, desirable or expedient in connection with the Substitution Proposal in order to give effect to and to implement the Substitution Proposal;

(4)        acknowledges that notwithstanding the fact that Bondholders may approve the Substitution Proposal, the Substitution Proposal shall only be effective and be deemed to have been passed if each Substitution Proposal in respect of every Class of TWUCF Bonds is approved;

(5)        waives any claim Bondholders may have against the Bond Trustee or Security Trustee as a result of any liability they may suffer or incur as a result of acting upon this Extraordinary Resolution (including but not limited to circumstances where it is subsequently found that this Extraordinary Resolution is not valid or binding);

(6)        holds harmless, discharges and exonerates and indemnifies the Bond Trustee and the Security Trustee from and against all liability for which it may have become or may become liable as a result of acting in accordance with this Extraordinary Resolution under the Bonds, the Finance Documents or otherwise in respect of any act or omission, including, without limitation, in connection with this Extraordinary Resolution or its implementation, such modifications or the implementation of those modifications;

(7)        sanctions and assents to every abrogation, amendment, modification, compromise or arrangement in respect of the rights of the Bondholders against the Issuer or the relevant Guarantors or against any of their property whether such rights shall arise under the Bonds, the Finance Documents or otherwise involved in or resulting from the Substitution Proposal, this Extraordinary Resolution or their implementation and/or the amendments and modifications to the Bonds, the Finance Documents or otherwise or their implementation; and

(8)        approves that the Bond Trustee be and is hereby authorised and instructed not to obtain any legal opinions in relation to, or so to enquire into the power and capacity of any person to enter into the Deeds of Variation or any other documents necessary, desirable or expedient in connection with the Substitution Proposal or the due execution and delivery thereof by any party thereto or the validity and enforceability thereof.

The effectiveness of this Extraordinary Resolution is subject to the satisfaction of the Amendment Conditions as set out in the Solicitation Memorandum.

Unless the context otherwise requires, capitalised terms used in this Extraordinary Resolution shall bear the meanings given to them in the Bond Trust Deed or, as applicable, the Solicitation Memorandum prepared by the Issuer and dated 4 June 2018 (the "Solicitation Memorandum")".

Documents Available for Inspection

Bondholders may, at any time during normal business hours on any weekday (Saturdays, Sundays and bank and other public holidays excepted) prior to the Meeting, obtain copies of the documents set out below at the specified office of the Tabulation Agent set out below.

Documents available:

·           the Bond Trust Deed dated 30 August 2007, together with all amendments, restatements and supplements thereto;

·           the Agency Agreement dated 30 August 2007, together with all amendments, restatements and supplements thereto;

·           the CTA dated 30 August 2007 as most recently amended and restated on 15 May 2015;

·           the MDA dated 30 August 2007, as most recently amended and restated on 15 May 2015;

·           the STID dated 30 August 2007;

·           the Tax Deed of Covenant dated 30 August 2007;

·           the CP Agreement dated 24 August 2007;

·           the Account Bank Agreement dated 30 August 2007;

·           drafts of the Amendment Agreements;

·           drafts of the Deeds of Variation;

·           the STID Proposal dated 4 June 2018; and

·           the Solicitation Memorandum dated 4 June 2018.

General

The attention of Bondholders is particularly drawn to the quorum required for the Meeting and for an adjourned Meeting which is set out in "Voting and Quorum" below. Having regard to such requirements, Bondholders are strongly urged either to attend the Meeting or to take steps to be represented at the Meeting, as referred to below, as soon as possible.

Notwithstanding the outcome of this meeting, the Substitution Proposal will only be effective and implemented in respect of the Issuer if each Substitution Proposal in respect of every Class of TWUCF Bonds is approved.

None of Barclays Bank PLC or Lloyds Bank Corporate Markets plc (the "Solicitation Agents") expresses any view as to the merits of the Proposals or the Extraordinary Resolutions. None of the Solicitation Agents has been involved in negotiating the Proposals or the Extraordinary Resolutions and none of them makes a representation that all relevant information has been disclosed to the Bondholders in or pursuant to the Notice of Meeting. Accordingly, each Solicitation Agent recommends that Bondholders who are unsure of the impact of the Proposals and the Extraordinary Resolutions should seek their own independent financial, legal and tax advice, as appropriate.

The Issuer will bear certain legal, accounting and other professional fees and expenses associated with the Proposals, as more particularly agreed with the Solicitation Agents.

In accordance with normal practice, the Bond Trustee has not been involved in the formulation of the Proposals outlined in the Solicitation Memorandum and the Bond Trustee expresses no opinion on the merits of the Proposals or the Extraordinary Resolutions but has authorised it to be stated that it has no objection to the Extraordinary Resolutions being submitted to Bondholders for their consideration. The Bond Trustee recommends that Bondholders who are unsure of the impact of the Proposals and the Extraordinary Resolutions should take their own independent financial, legal and tax advice on the merits and on the consequences of voting in favour of or against each Extraordinary Resolution. The Bond Trustee is not responsible for the accuracy, completeness, validity or correctness of the statements made in the Solicitation Memorandum or omissions therefrom.

Accordingly, Bondholders who are unsure of the impact of the Proposals and the Extraordinary Resolutions should seek their own independent financial, legal and tax advice.

Voting and Quorum

The relevant provisions governing the convening and holding of the Meeting are set out in Schedule 4 to the Bond Trust Deed, copies of which are available for inspection as referred to above.

Each person (a "Beneficial Owner") who is the owner of a particular nominal amount of the Bonds as shown in the records of Euroclear, Clearstream, Luxembourg or CDS Clearing and Depository Services Inc. ("CDS") or their accountholders (the "Accountholders") should note that they are not the legal or registered holders of the Bonds for the purposes of this Notice of Meeting and will only be entitled to attend and vote at the Meeting or to appoint a proxy or representative to do so in accordance with the procedures set out below.

Any Accountholder (directly or on behalf of Beneficial Owners) who has submitted Electronic Voting Instructions, as applicable, to the Clearing Systems no later than 4.00 p.m. (London time) on 21 June 2018 in accordance with the procedures set out in the Solicitation Memorandum need not take any further action in relation to voting at the Meeting in respect of each Extraordinary Resolution. By submitting or delivering a duly completed Electronic Voting Instruction to the relevant Clearing Systems, the relevant Accountholder instructs the Principal Paying Agent to appoint the Tabulation Agent and Canadian Tabulation Agent or their nominee as proxy to attend and vote at the Meeting in favour of or against each Extraordinary Resolution.

The following paragraphs (1) to (3) apply only to Accountholders or Beneficial Owners who have not submitted or delivered or arranged for the submission or delivery of Electronic Voting Instructions to the relevant Clearing System in accordance with the terms of the Solicitation Memorandum.

(1)        An Accountholder or Beneficial Owner wishing to attend and vote at the Meeting in person must produce at the Meeting either definitive Bonds, voting certificates or forms of proxy in relation to the Bond in respect of which he wishes to vote. Those Beneficial Owners who, and Accountholders of Beneficial Owners who, hold their interests in the Bonds through the Clearing Systems and who wish to attend and vote at the Meeting should contact the relevant Clearing System (through the relevant Accountholder, if applicable) to make arrangements to be appointed as proxy in respect of the Bonds in which they have an interest for the purpose of attending and voting at the Meeting in person. Such Beneficial Owners or Accountholders must have made arrangements to vote with the relevant Clearing System (through the relevant Accountholder, if applicable) in time for the relevant Clearing System to arrange for them to be appointed as a proxy no later than 4.00 p.m. (London time) on 21 June 2018. An Accountholder or Beneficial Owner not wishing to attend and vote at the Meeting in person may either deliver his Bond(s) or a document (in the case of an Accountholder which is a corporation) appointing such person as representative of any such holder or Beneficial Owner to the person whom he wishes to attend on his behalf instructing the Principal Paying Agent to appoint a proxy to attend and vote at the Meeting in accordance with his instructions. Those Beneficial Owners who, and Accountholders of Beneficial Owners who, hold their interests in the Bonds through a Clearing System and who wish to vote at but who do not wish to attend the Meeting should contact the relevant Clearing System (through the relevant Accountholder, if applicable) to arrange for another person nominated by them to be appointed as a proxy in respect of such Bonds in which they have an interest to attend and vote at the Meeting on their behalf or to make arrangements for the votes relating to such Bonds in which they have an interest to be cast on their behalf by or on behalf of the Principal Paying Agent acting as a proxy. Such Beneficial Owners or Accountholders must have made arrangements to vote with the relevant Clearing System (through the relevant Accountholder, if applicable) in time for the relevant Clearing System to arrange for the Beneficial Owner's nominee, or a representative of the Principal Paying Agent, to be appointed as a proxy not later than 4.00 p.m. (London time) on 21 June 2018.

(2)        Beneficial Owners or Accountholders of TWUCF Class A Bonds 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.

(3)        Bonds may be deposited with any Principal Paying Agent or held (to such Principal Paying Agent's satisfaction) to the order of such Principal Paying Agent or under such Principal Paying Agent's control or blocked in an account with a clearing system for the purpose of obtaining voting certificates or appointing proxies, not later than 4.00 p.m. (London time) on 21 June 2018 (or, if applicable, 48 hours before the time appointed for holding any adjournment of a Meeting) or appointing representatives in respect of the relative Meeting. Bonds so deposited or held will not be released until the earlier of the conclusion of the Meeting (or, if applicable, any adjournment of such Meeting) or the surrender of the receipt issued by the Principal Paying Agent in respect of such deposited Bonds in accordance with the Bondholder Meeting Provisions or such Bonds ceasing to be held to the Principal Paying Agent's order or under its control in connection with any amendment to the block voting instruction in accordance with the Bondholder Meeting Provisions.

The Extraordinary Resolutions may only be considered at the Meeting if the Meeting is quorate. The Meeting will be quorate if at least one or more persons is or are present at the Meeting holding Bonds or voting certificates or being proxies or representatives who hold(s) or represent(s) the requisite principal amount of outstanding Bonds for the quorum requirement (as set out below across from "Original Meeting"). If the Meeting is not quorate, it will be adjourned to a later time and date. When the Meeting resumes following adjournment, the Bond Trust Deed makes provision for a lower quorum requirement (as set out below across from "Adjourned Meeting").

If, within 15 minutes (or such longer period not exceeding 30 minutes as the chairman may decide) of the time fixed for the Meeting, a quorum is not present, the Meeting shall be adjourned for such period, being not less than 13 clear days nor more than 42 clear days, and to such place as may be appointed by the chairman of the Meeting either at or subsequent to such Meeting and approved by the Bond Trustee.

The quorum requirement is as follows:

Meeting

Original Meeting

Quorum Requirement

One or more persons present in person holding Definitive Bearer Bonds or Definitive Registered Bonds or voting certificates or being proxies or representatives and holding or representing not less than three-quarters of the nominal amount of the Bonds for the time being outstanding.

Adjourned Meeting

One or more persons present in person holding Definitive Bearer Bonds or Definitive Registered Bonds or voting certificates or being proxies or representatives and holding or representing not less than one-quarter of the nominal amount of the Bonds for the time being outstanding.

Every question submitted to the Meeting shall, if so required by the chairman, be decided in the first instance by a show of hands unless a poll is (before or on the declaration of the result of the show of hands) demanded by the chairman, the Issuer, the Guarantors, the Bond Trustee or by any person present holding Definitive Bearer Bonds or Definitive Registered Bonds or voting certificates or being proxies or representatives whatever the nominal amount of the relevant Bonds so held or represented by him. On a show of hands, every person who is present in person and who is holding Definitive Bearer Bonds or Definitive Registered Bonds or voting certificates or is a proxy or representative shall have one vote.

On a poll, every person who is so present shall have one vote in respect of each £1 or such other amount as the Bond Trustee may in its absolute discretion stipulate in nominal amount of the Definitive Bearer Bonds so produced or represented by the voting certificate so produced or in respect of which he is proxy or representative.

In case of equality of votes, the chairman shall, both on a show of hands and on a poll, have a casting vote in addition to the vote or votes (if any) to which he may be entitled as a Bondholder or as a holder of a voting certificate or as a proxy or representative.

Votes in favour of each Extraordinary Resolution must represent a majority of the votes cast, consisting of not less than three-quarters of the persons thereat upon a show of hands or if a poll is duly demanded by a majority consisting of not less than three-quarters of the votes cast on such poll, for each Extraordinary Resolution to be duly passed.

(1)        If passed, each Extraordinary Resolution will be binding upon all Bondholders, whether or not they were present or represented at the Meeting and whether or not they voted at the Meeting. For the avoidance of doubt, no inter-conditionality exists between the two Extraordinary Resolutions above, with the effect that either (a) both Extraordinary Resolutions may be passed, (b) both Extraordinary Resolutions may not be passed or (c) one of the Extraordinary Resolutions passes but the other does not pass. Furthermore, Bondholders should note that in the event that an Extraordinary Resolution relating to a Substitution Proposal is passed, it may not be implemented.

(2)        This notice, and any non-contractual obligations arising out of or in connection with it, is governed by, and shall be construed in accordance with, English law.

(3)        Notice of the result of the Meeting will be given to Bondholders in accordance with the provisions of the Bond Trust Deed.

(4)        Bondholders whose Bonds are held by Clearstream, Luxembourg or Euroclear should contact the Tabulation Agent for more information.

(5)        Bondholders whose Canadian Bonds are held by CDS should contact the Canadian Tabulation Agent for more information.

(6)        The Solicitation Agents for the Proposals are:

Barclays Bank PLC

5 The North Colonnade
Canary Wharf
London E14 4BB
United Kingdom
Email: [email protected]

 

Lloyds Bank Corporate Markets plc
10 Gresham Street
London EC2V 7AE
United Kingdom
Email: [email protected]

 

 

(7)        The Tabulation Agent with respect to the Proposals is:

Deutsche Bank AG, London Branch
Winchester House

1 Great Winchester Street

London EC2N 2DB

United Kingdom

Attention: Trust and Agency Services

Email: [email protected]


(8)        The Canadian Tabulation Agent with respect to the Proposals is:

TSX Trust Company
100 Adelaide Street W., Suite 301
Toronto, Ontario
M5H 4H1
Canada
E-mail: [email protected]

(9)        The Principal Paying Agent with respect to the Bonds is:

Deutsche Bank AG, London Branch
Winchester House

1 Great Winchester Street

London EC2N 2DB

United Kingdom

 

 

This notice is given by:

THAMES WATER UTILITIES CAYMAN FINANCE LIMITED
4 June 2018


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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