BG Energy Capital PLC Notice of Meetings
BG Energy Capital PLC has announced a significant notice regarding its outstanding fixed-rate notes totaling £750 million and €900 million. Noteholders are invited to separate meetings via teleconference on December 20, 2022, to discuss resolutions related to the existing notes, including the 2025, 2029, 2033, and 2036 series. The notice provides detailed information about voting procedures and quorum requirements. Investors are advised to seek independent financial advice regarding the impact of the resolutions.
- Organized meetings for noteholders providing transparency.
- Opportunity for noteholders to participate in decision-making.
- Potential uncertainty regarding the resolutions may affect investor confidence.
- Complexity of noteholder meetings could deter participation.
THIS NOTICE IS IMPORTANT AND REQUIRES THE IMMEDIATE ATTENTION OF NOTEHOLDERS. 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 EXTRAORDINARY RESOLUTIONS SET OUT IN THE NOTICE OF SEPARATE MEETINGS (AS DEFINED BELOW), IT SHOULD SEEK ITS OWN FINANCIAL AND LEGAL ADVICE, INCLUDING IN RESPECT OF ANY TAX CONSEQUENCES, IMMEDIATELY FROM ITS BROKER, BANK MANAGER, SOLICITOR, ACCOUNTANT OR OTHER INDEPENDENT FINANCIAL, TAX OR LEGAL ADVISER.
BG ENERGY CAPITAL PLC
(incorporated with limited liability in England and Wales, with registered number 4222391)
(the “Issuer”)
NOTICE
to the holders of its outstanding
£750,000,000 5.125 per cent. Fixed Rate Notes due 1 December 2025
(the “2025 Notes”)
€800,000,000 2.250 per cent. Fixed Rate Notes due 21 November 2029
(the “2029 Notes”)
€100,000,000 3.500 per cent. Fixed Rate Notes due 17 October 2033
(the “2033 Notes”)
£750,000,000 5.000 per cent. Fixed Rate Notes due 4 November 2036
(the “2036 Notes”)
each guaranteed by BG Energy Holdings Limited (the “Existing Guarantor”)
(each a “Series” and, together, the “Notes”)
| ISIN / Common Code | Outstanding Principal Amount | |
| 2025 Notes | XS0564485273 / 056448527 | |
| 2029 Notes | XS1140054526 / 114005452 | |
| 2033 Notes | XS0982777657 / 098277765 | |
| 2036 Notes | XS0702029132 / 070202913 |
The Issuer and the Existing Guarantor have today given notice (the “Notice of Separate Meetings”) that separate meetings (each a “Meeting” and together the “Meetings”) of the holders (the “Noteholders”) of each Series convened by the Issuer and the Existing Guarantor will be held via teleconference on 20 December 2022 for the purpose of considering and, if thought fit, passing the applicable resolution set out in the Notice of Separate Meetings.
The Notice of Separate Meetings (which sets out, among other things, the forms of each applicable resolution to be considered by the relevant Noteholders at each Meeting, background to the Meetings and the related consent solicitations, and information in respect of voting at and the quorum requirements for the Meetings) is attached
This Notice is given by the Issuer and the Existing Guarantor.
Noteholders should contact the following for further information:
The Solicitation Agents
Barclays Bank PLC
5 The North Colonnade
Canary Wharf
London E14 4BB
United Kingdom
Telephone: +44 20 3134 8515
Attention: Liability Management Group
Email: eu.lm@barclays.com
RBC Europe Limited
100 Bishopsgate
London EC2N 4AA
United Kingdom
Telephone: +44 20 7029 7420
Attention: Liability Management
Email: liability.management@rbccm.com
The Tabulation Agent
Kroll Issuer Services Limited
The Shard
32 London Bridge Street
London SE1 9SG
United Kingdom
Telephone: +44 20 7704 0880
Attention: Owen Morris
Email: shell@is.kroll.com
Website: https://deals.is.kroll.com/shell
Dated: 28 November 2022
Attachment
FAQ
What is the purpose of the BG Energy Capital PLC's notice to noteholders?
When are the separate meetings for noteholders scheduled?
What are the types of fixed-rate notes mentioned in the BG Energy Capital PLC press release?
How can noteholders get more information about the meetings?
What should noteholders do if they are unsure about the impact of the resolutions?
