Prospectus • Sep 12, 2025
Prospectus
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PROHIBITION OF SALES TO EEA RETAIL INVESTORS – The Notes are not intended to be offered, sold or otherwise made available to and should not be offered, sold or otherwise made available to any retail investor in the European Economic Area ("EEA"). For these purposes, a retail investor means a person who is one (or more) of: (i) a retail client as defined in point (11) of Article 4(1) of Directive 2014/65/EU (as amended, "MiFID II"); or (ii) a customer within the meaning of Directive (EU) 2016/97 (as amended, the "IDD"), where that customer would not qualify as a professional client as defined in point (10) of Article 4(1) of MiFID II. Consequently no key information document required by Regulation (EU) No 1286/2014 (as amended, the "PRIIPs Regulation") for offering or selling the Notes or otherwise making them available to retail investors in the EEA has been prepared and therefore offering or selling the Notes or otherwise making them available to any retail investor in the EEA may be unlawful under the PRIIPS Regulation.
PROHIBITION OF SALES TO UK RETAIL INVESTORS – The Notes are not intended to be offered, sold or otherwise made available to and should not be offered, sold or otherwise made available to any retail investor in the United Kingdom ("UK"). For these purposes, a retail investor means a person who is one (or more) of: (i) a retail client, as defined in point (8) of Article 2 of Regulation (EU) No 2017/565 as it forms part of domestic law of the UK by virtue of the European Union (Withdrawal) Act 2018 (as amended "EUWA"); (ii) a customer within the meaning of the provisions of the Financial Services and Markets Act 2000 (the "FSMA") and any rules or regulations made under the FSMA to implement the IDD, where that customer would not qualify as a professional client, as defined in point (8) of Article 2(1) of Regulation (EU) No 600/2014 as it forms part of domestic law of the UK by virtue of the EUWA. Consequently no key information document required by the PRIIPs Regulation as it forms part of domestic law of the UK by virtue of the EUWA (the "UK PRIIPs Regulation") for offering or selling the Notes or otherwise making them available to retail investors in the UK has been prepared and therefore offering or selling the Notes or otherwise making them available to any retail investor in the UK may be unlawful under the UK PRIIPs Regulation.
UK MiFIR product governance / Professional investors and ECPs only target market – Solely for the purposes of the manufacturer's product approval process, the target market assessment in respect of the Notes has led to the conclusion that: (i) the target market for the Notes is only eligible counterparties, as defined in the FCA Handbook Conduct of Business Sourcebook ("COBS"), and professional clients, as defined in Regulation EU No 600/2014 as it forms part of domestic law of the UK by virtue of the EUWA ("UK MiFIR"); and (ii) all channels for distribution of the Notes to eligible counterparties and professional clients are appropriate. Any person subsequently offering, selling or recommending the Notes (a "distributor") should take into consideration the manufacturers' target market assessment; however, a distributor subject to the FCA Handbook Product Intervention and Product Governance Sourcebook (the "UK MiFIR Product Governance Rules") is responsible for undertaking its own target market assessment in respect of the Notes (by either adopting or refining the manufacturers' target market assessment) and determining appropriate distribution channels.
Terms used herein shall be deemed to be defined as such for the purposes of the Terms and Conditions of the Notes (the "Conditions") set forth in the Prospectus dated 23 August 2024 and incorporated by reference into the Prospectus dated 6 June 2025. This document constitutes the Final Terms of the Notes described herein for the purposes of Regulation (EU) 2017/1129 as it forms part of domestic law of the UK by virtue of the EUWA (the "UK Prospectus Regulation") and must be read in conjunction with the Prospectus dated 6 June 2025, which constitutes a base prospectus for the purposes of the UK Prospectus Regulation, save in respect of the Conditions which are extracted from the Prospectus dated 23 August 2024. Full information on the Issuer and the offer of the Notes is only available on the basis of the combination of these Final Terms and the Prospectus dated 23 August 2024 and 6 June 2025. The Prospectuses are available for viewing at the website of the London Stock Exchange http://londonstockexchange.com/exchange/news/marketnews/market-news-home.html during normal business hours copies may be obtained from Scottish Hydro Electric Transmission plc, Inveralmond House, 200 Dunkeld Road, Perth PH1 3AQ,
| 1 | Issuer: | Scottish Hydro Electric Transmission plc | |
|---|---|---|---|
| 2 | (i) | Series Number: | 24 |
| (ii) | Tranche Number: | 2 | |
| 3 | Specified Currency or Currencies: | Euro ("€" or "EUR") | |
| 4 | Aggregate Nominal Amount of Notes: | ||
| (i) | Series: | €950,000,000 | |
| (ii) | Tranche: | €100,000,000 | |
| (iii) Date on which the Notes become fungible: |
The Notes shall be consolidated, form a single series and be interchangeable for trading purposes with the Existing Notes on exchange of the Temporary Global Note for interests in the Permanent Global Note, as referred to in paragraph 30 below which is expected to occur on or about 40 days from the Issue Date |
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| 5 | Issue Price: | 100.200 per cent. of the Aggregate Nominal Amount of the Tranche plus €110,958.90 representing accrued interest of 12 days from and including the Interest Commencement Date to but excluding the Issue Date |
|
| 6 | (i) | Specified Denominations: | €100,000 and integral multiples of €1,000 in excess thereof up to and including €199,000. No notes in definitive form will be issued with a denomination above €199,000 |
| (ii) | Calculation Amount: | €1,000 | |
| 7 | (i) | Trade Date: | 9 September 2025 |
| (ii) | Issue Date: | 16 September 2025 | |
| (iii) Interest Commencement Date: | 4 September 2024 | ||
| 8 | Maturity Date: | 4 September 2032 |
| 9 | Interest Basis: | 3.375 per cent. Fixed Rate (further particulars specified below) |
|
|---|---|---|---|
| 10 | Redemption/Payment Basis: | Redemption at par | |
| 11 | Change of Interest or Redemption/Payment Basis: |
Not Applicable | |
| 12 | Put/Call Options: | Restructuring Event Put Make-Whole Call Issuer Maturity Par Call Clean-Up Call |
|
| 13 | Date Board approval for issuance of Notes obtained: |
29 April 2025 | |
| PROVISIONS RELATING TO INTEREST (IF ANY) PAYABLE | |||
| 14 | Fixed Rate Note Provisions: | Applicable | |
| (i) | Rate of Interest: | The Notes are not subject to the Step Up Option 3.375 per cent. per annum payable annually in arrear |
|
| (ii) | Interest Payment Date(s): | 4 September in each year, commencing in the case of the Notes on 4 September 2026 and ending on the Maturity Date |
|
| (iii) Fixed Coupon Amount: | €33.75 per Calculation Amount | ||
| (iv) Broken Amount(s): | Not Applicable | ||
| (v) | Day Count Fraction: | Actual/Actual (ICMA) | |
| (vi) Determination Dates: | 4 September in each year | ||
| 15 | Floating Rate Note Provisions: | Not Applicable | |
| 16 | Zero Coupon Note Provisions: | Not Applicable | |
| 17 | RPI Linked Note Provisions: | Not Applicable | |
| 18 | Step Up Option: | Not Applicable | |
| PROVISIONS RELATING TO REDEMPTION | |||
| 19 | Call Option: | Not Applicable | |
| 20 | Make-Whole Redemption: | Applicable | |
| (i) | Make-Whole Redemption Date(s): | At any time up to (but excluding) the day that is 90 days prior to the Maturity Date |
|
| (ii) | Make-Whole Amount(s): | ||
| (a) Specified Time: |
12:00 noon (London time) | ||
| (b) Redemption Margin: |
0.25 per cent. |
(iii) If redeemable in part: Applicable
| (a) | Minimum Amount: |
Redemption | €100,000 | |||
|---|---|---|---|---|---|---|
| (b) | Maximum Amount: |
Redemption | €950,000,000 (in relation to the Series as a whole) | |||
| (iv) Notice period: | Minimum period: 15 days | |||||
| Maximum period: 30 days | ||||||
| 21 | Issuer Maturity Par Call: | Applicable | ||||
| Notice period: | Minimum period: 15 days | |||||
| Maximum period: 30 days | ||||||
| 22 | Clean-Up Call Option: | Applicable | ||||
| (i) | Clean-Up Redemption Amount: | €1,000 per Calculation Amount | ||||
| (ii) Clean-Up Percentage |
Call | Threshold | 80 per cent. | |||
| 23 | General Put Option: | Not Applicable | ||||
| 24 | Restructuring Event Put Option: | Applicable | ||||
| (i) | Amount: | Restructuring Event Redemption | €1,000 per Calculation Amount | |||
| (ii) | Put Period: | As set out in the Conditions | ||||
| (iii) Put Date: | As set out in the Conditions | |||||
| 25 | Change of Control Put Option: | Not Applicable | ||||
| 26 | SSE Restructuring Event Put Option: | Not Applicable | ||||
| 27 | Final Redemption Amount of each Note: | €1,000 per Calculation Amount | ||||
| 28 | Early Redemption Amount: | |||||
| Early Redemption Amount(s) per Calculation Amount payable on redemption for taxation reasons or on event of default or other early redemption |
€1,000 per Calculation Amount | |||||
| 29 | Indexation: | Not Applicable |
| 30 | Form of Notes: | Bearer Notes |
|---|---|---|
| Temporary Global Note exchangeable for a Permanent Global Note which is exchangeable for Definitive Notes in the limited circumstances specified in the Permanent Global Note |
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| 31 | New Global Note intended to be held | Yes |
| in a manner which would allow Eurosystem eligibility: |
Note that the designation "Yes" simply means that the Notes are intended upon issue to be deposited with one of the ICSDs as common safekeeper and does not necessarily mean that the Notes will be recognised as eligible collateral for Eurosystem monetary policy and intra day credit operations by the Eurosystem either upon issue or at any or all times during their life. Such recognition will depend upon the ECB being satisfied that Eurosystem eligibility criteria have been met. |
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| 32 | Financial Centre(s): | London, T2 |
34 U.S. Selling Restrictions: Reg. S Compliance Category 2; D RULES
Signed on behalf of the Issuer: By: ............................................................................... Duly authorised
Ratings: The Notes to be issued have been rated: S&P Global Ratings UK Limited: BBB+
A BBB rating means the Issuer has adequate capacity to meet financial commitments, but is more subject to adverse economic conditions. The modifier + indicates that the obligation ranks in the higher end of its generic rating category.
Moody's Investors Service Ltd.: Baa1
A Baa rating means the obligations are subject to moderate credit risk. They are considered medium-grade and as such may possess speculative characteristics. The modifier 1 indicates that the obligation ranks in the higher end of its generic rating category.
consolidated and form a single series with the Existing
Barclays Bank PLC and their affiliates may have engaged, and may in the future engage, in investment banking and/or commercial banking transactions with, and may perform services for the Issuer, and/or its affiliates in the ordinary course of business.
| Indication of yield: | 3.342 per cent. per annum |
|---|---|
| The yield is calculated at the Issue Date on the basis of the Issue Price. It is not an indication of future yield. |
|
| USE OF PROCEEDS | |
| Use of Proceeds: | To finance and/or re-finance, in whole or in part, Eligible Green Projects (See "Use of Proceeds" wording in Prospectus) |
| €100,060,958.90 | |
| OPERATIONAL INFORMATION | |
| ISIN: | Temporary ISIN XS3182451859 until the Notes are |
| Estimated net proceeds: |
| Notes after which they will have Permanent ISIN XS2894895684 |
|
|---|---|
| Common Code: | Temporary Common Code 318245185 until the Notes are consolidated and form a single series with the Existing Notes after which they will have permanent Common Code 289489568 |
| Any clearing system(s) other than Euroclear Bank SA/NV and Clearstream Banking S.A. and the relevant identification number(s): |
Not Applicable |
| Delivery: | Delivery against payment |
| Names and addresses of additional | Not Applicable |
Paying Agent(s) (if any):
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