Capital/Financing Update • Oct 27, 2021
Capital/Financing Update
Open in ViewerOpens in native device viewer
UK MiFIR product governance / Professional investors and eligible counterparties 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, and professional clients, as defined in Regulation (EU) No 600/2014 as it forms part of domestic law by virtue of the European Union (Withdrawal) Act 2018 (the "EUWA") ("UK MiFIR"); and (i) all channels for distribution of the Notes to eligible counterparties and professional clients are appropriate. Any distributor should take into consideration the manufacturer's target market assessment; however, a distributor subject to the FCA Handbook Product Intervention and Product Governance Sourcebook is responsible for undertaking its own target market assessment in respect of the Notes (by either adopting or refining the manufacturer's target market assessment) and determining appropriate distribution channels.
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, 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 (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 PRIPS 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 by virtue of the EUWA; or (ii) a customer within the meaning of the provisions of the FSMA and any rules or regulations made under the FSMA to implement Directive (EU) 2016/97, 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 by virtue of the EUWA. Consequently no key information document required by Regulation (EU) No 1286/2014 as it forms part of domestic law 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.
27 October 2021
Issue of £50,000,000 1.941 per cent. Guaranteed Notes due 2030
Terms used herein shall be deemed to be defined as such for the purposes of the Terms and Conditions (the "Conditions") set forth in the Prospectus dated 26 July 2021 which constitutes a base prospectus for the purposes of the UK Prospectus Regulation. The "UK Prospectus Regulation" means Regulation (EU)
2017/1129 as it forms part of domestic law of the United Kingdom by virtue of the EUWA. This document constitutes the Final Terms of the Notes described herein for the purposes of the UK Prospectus Regulation and must be read in conjunction with the Prospectus. Full information on the Issuer, the Guarantor and the offer of the Notes is only available on the basis of the combination of these Final Terms Gullamics and the Prospectus is available for viewing on Severn Trent's website at www.severntrent.com.
| 1. | (i) | Issuer: | Severn Trent Utilities Finance Plc |
|---|---|---|---|
| (ii) | Guarantor: | Severn Trent Water Limited | |
| 2. | (i) | Series Number: | 106 |
| (ii) | Tranche Number: | 1 | |
| (iii) | Date on which the Notes will be consolidated and form a single Series: |
Not Applicable | |
| 3. | Specified Currency or Currencies: | Pounds Sterling ("£") | |
| ব | Aggregate Nominal Amount: | ||
| (i) | Series: | £50,000,000 | |
| (ii) | Tranche: | £50,000,000 | |
| Issue Price: | 100 per cent. of the Aggregate Nominal Amount of the Tranche |
||
| 6. | (i) | Specified Denominations: | £100,000 and integral multiples of £1,000 in excess thereof up to and including £199,000. No Definitive Notes will be issued with a denomination above £199,000 |
| (ii) | Calculation Amount: | £1,000 | |
| 7. | (i) Issue Date: | 29 October 2021 | |
| (ii) Interest Commencement Date: | Issue Date | ||
| 8. | Maturity Date: | 29 October 2030 | |
| 9. | Interest Basis: | 1.941 per cent. Fixed Rate | |
| 10. | Redemption/Payment Basis: | Subject to any purchase and cancellation or early redemption, the Notes will be redeemed on the Maturity Date at 100 per cent. of their nominal amount |
|
| 11. | Change of Interest Basis or Redemption/Payment Basis: |
Not Applicable | |
| 12. | Put/Call Options: | Make-Whole Redemption by the Issuer | |
| 13. | Date Board and Committee approval for issuance of Notes |
The issue of the Notes by the Issuer has been approved by resolutions of the Board of Directors of the Issuer |
obtained: passed on 15 June 2016 and 17 May 2021 and by resolutions of the Severn Trent Treasury Committee passed on 14 July 2021. The guarantee of the Notes by the Guarantor has been
approved by resolutions of the Board of Directors of the Guarantor passed on 20 May 2016 and 14 May 2021 and by resolutions of the Severn Trent Treasury Committee passed on 14 July 2021.
| 14. | Fixed Rate Note Provisions | Applicable | ||
|---|---|---|---|---|
| (i) | Rate(s) of Interest: | 1.941 per cent. per annum payable annually in arrear | ||
| (ii) | Interest Payment Date(s): | 29 October in each year commencing 29 October 2022 up to and including the Maturity Date |
||
| (iii) Fixed Coupon Amount(s): |
£19.41 per Calculation Amount | |||
| (iv) | Broken Amount(s): | Not Applicable | ||
| (v) | Day Count Fraction: | Actual/Actual (ICMA) | ||
| (vi) | Determination Date(s): | 29 October in each year | ||
| (vii) | Other terms relating to the method of calculating interest for Fixed Rate Notes: |
None | ||
| 15. | Floating Rate Note Provisions | Not Applicable | ||
| 16. | Zero Coupon Note Provisions | Not Applicable | ||
| 17. | Index-Linked Interest/Redemption Not Applicable Note Provisions |
|||
| PROVISIONS RELATING TO REDEMPTION | ||||
| 18. | Issuer Call: | Not Applicable | ||
| لا لا | Issuer Residual Call | Not Applicable | ||
| 20. | Make-Whole Redemption by the Applicable Issuer |
|||
| (i) | Make-Whole Margin: |
Redemption +20 basis points | ||
| (ii) | Reference Bond: | CA Selected Bond | ||
| (iii) | Quotation Time | 10.00 a.m. London time | ||
| (iv) | Reference Rate Determination Date: |
The second Business Day preceding the relevant Make-Whole Redemption Date |
If redeemable in part: (v)
| Minimum (a) Redemption Amount: |
Not Applicable | ||
|---|---|---|---|
| Higher Redemption Not Applicable (b) Amount: |
|||
| (vi) Notice period (if other than As per the Conditions as set out in Terms and Conditions): |
|||
| 21. | Issuer Maturity Call | Not Applicable | |
| 22. | Investor Put: | Not Applicable | |
| 23. | Final Redemption Amount | £1,000 per Calculation Amount | |
| (a) | Minimum Final Redemption Not Applicable Amount: |
||
| (b) | Maximum Final Redemption Not Applicable Amount: |
||
| 24. | on redemption for taxation reasons or on event of default or (if applicable) upon an Indexation Redemption Event: |
Early Redemption Amount Payable £1,000 per Calculation Amount | |
| (a) | Minimum Early Redemption Not Applicable Amount: |
||
| (b) | Maximum Early Redemption Amount: |
Not Applicable | |
| 25. | Put Event: | Applicable | |
| (a) | Event Put Amount: | £1,000 per Calculation Amount | |
| (b) | Minimum Event Put Amount: |
Not Applicable | |
| (c) | Maximum Event Put Amount: |
Not Applicable | |
| GENERAL PROVISIONS APPLICABLE TO THE NOTES |
Temporary Global Note exchangeable for a Permanent 26. (i) Form of Notes: Global Note which is exchangeable for Definitive Notes only upon an Exchange Event
New Global Note: Yes (ii)
Additional Financial Centre(s): Not Applicable
Talons for future Coupons to be No attached to Definitive Notes (and dates on on which such Talons mature):
Signed on behalf of the Issuer: 1-5 By: "Fr.
Signed on behalf of the Guarantor: By: ..
Duly authorised
Duly authorised
Application has been made by the Issuer (or on its behalf) for the Notes to be admitted to trading on the London Stock Exchange's main market and for listing on the Official List of the FCA with effect from on or around the Issue Date.
Ratings:
The Notes to be issued are expected to be rated "Baa1 (stable)" by Moody's Investors Service Limited ("Moody's") and "BBB+ (stable)" by S&P Global Ratings UK Limited ("S&P").
The following information is extracted from Moody's website on the date hereof: as published by Moody's, a rating by Moody's of Baa indicates obligations are judged to be mediumgrade and subject to moderate credit risk and as such may possess certain speculative characteristics. The modifier 1 indicates that the obligation ranks in the higher end of its generic rating category.
The following information is extracted from S&P's website on the date hereof: as published by S&P, a rating by S&P of BBB+ indicates an obligation exhibits adequate protection parameters. However, adverse economic conditions or changing circumstances are more likely to weaken the obligor's capacity to meet its financial commitments on the obligation. The "+" sign shows the relative standing at the higher end within the rating category.
Save as described in "Subscription and Sale" and for any fees payable to the Dealer, so far as the Issuer and the Guarantor is aware, no person involved in the issue of the Notes has an interest material to the offer. The Dealer and its affiliates have engaged, and may in the future engage, in investment banking and/or commercial banking transactions with, and may perform other services for, the Issuer and its affiliates in the ordinary course of business
| Reasons for the offer: | |
|---|---|
£49,925,000 Estimated net (ii) proceeds:
Indication of yield:
The yield in respect of this issue of Fixed Rate Notes is 1.941 per cent.
The yield is calculated at the Issue Date on the basis of the Issue Price. It is not an indication of future yield.
(iii) CFI: See the website of the Association of National Numbering Agencies (ANNA) or alternatively sourced from the responsible National Numbering Agency that assigned the ISIN
Building tools?
Free accounts include 100 API calls/year for testing.
Have a question? We'll get back to you promptly.