SOUTH STAFFORDSHIRE WATER PLC (Incorporated in England and Wales with Limited Liability Under Registered Number 02662742) £35,000,000 1.843 PER CENT
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PROSPECTUS SOUTH STAFFORDSHIRE WATER PLC (Incorporated in England and Wales with limited liability under registered number 02662742) £35,000,000 1.843 PER CENT. INDEX-LINKED BONDS DUE 2051 Issue Price: 100 per cent. Application has been made to the Financial Services Authority in its capacity as competent authority under the Financial Services and Markets Act 2000 (the UK Listing Authority) for the £35,000,000 1.843 per cent. Index-Linked Bonds due 2051 (the ‘‘Bonds’’) of South Staffordshire Water plc (the ‘‘Issuer’’) to be admitted to the Official List of the UK Listing Authority and to London Stock Exchange plc (the ‘‘London Stock Exchange’’) for the Bonds to be admitted to trading on the London Stock Exchange’s regulated market. The London Stock Exchange’s regulated market is a regulated market for the purposes of Directive 2004/39/EC (the Markets in Financial Instruments Directive). Interest on the Bonds (adjusted for indexation) will be payable semi-annually in arrear on 30 June and 30 December in each year at the rate of 1.843 per cent. per annum, the first payment to be made on 30 December 2008, as described under ‘‘Terms and Conditions of the Bonds — Interest’’. Payments of principal of, and interest and premium (if any) on, the Bonds will be made without withholding or deduction on account of United Kingdom taxes, to the extent described under ‘‘Terms and Conditions of the Bonds — Taxation’’. The Bonds will mature on 30 June 2051 and are subject to redemption at the option of the Issuer: (a) in whole but not in part at their outstanding principal amount together with accrued interest (in each case as adjusted for indexation) in the event of certain changes affecting taxes of the United Kingdom; (b) at any time in whole or in part at the amounts set out in Condition 8(c); or (c) upon the occurrence of certain events in relation to the Index (as defined in Condition 6(f)) — See under ‘‘Terms and Conditions of the Bonds — Redemption and Purchase’’. Upon the occurrence of certain events, as described under ‘‘Terms and Conditions of the Bonds — Redemption at the Option of Bondholders’’, the holders of the Bonds may require the Issuer to redeem or, at its option, purchase (or procure the purchase of) the Bonds at their principal amount plus any accrued interest (in each case adjusted for indexation). The Bonds will be issued on 30 June 2008 (the ‘‘Closing Date’’) and will initially be represented by a temporary global bond (the ‘‘Temporary Global Bond’’), without interest coupons, which will be deposited with a common depositary for Euroclear Bank S.A./N.V. (‘‘Euroclear’’) and Clearstream Banking, socie´te´ anonyme (‘‘Clearstream, Luxembourg’’) on or about the Closing Date. Interest in the Temporary Global Bond will be exchangeable for interest in a permanent global bond (the ‘‘Permanent Global Bond’’ and, together with the Temporary Global Bond, the ‘‘Global Bonds’’), without interest coupons, on or after a date which is expected to be 11 August 2008 upon certification as to non-U.S. beneficial ownership. The Permanent Global Bond will be exchangeable for definitive Bonds in bearer form, with interest coupons attached, in the limited circumstances set out in the Permanent Global Bond. Definitive Bonds, if issued, will be issued in bearer form in the denomination of £50,000. An investment in the Bonds involves certain risks. Prospective investors should have regard to the risks described under ‘‘Risk Factors’’ on page 6 which may affect the ability of the Issuer to fulfil its obligations in respect of the Bonds. Moody’s Investors Service, Limited and Standard & Poor’s Ratings Services, a division of The McGraw-Hill Companies, Inc. are expected to assign ratings of Baa2 and BBB+, respectively, in respect of the Bonds. A security rating is not a recommendation to buy, sell or hold securities and may be subject to revision or withdrawal at any time by the assigning rating organisation. BARCLAYS CAPITAL 26 June 2008 This document comprises a prospectus for the purposes of Article 5.3 of Directive 2003/71/EC (the ‘‘Prospectus Directive’’). The Issuer accepts responsibility for the information contained in this Prospectus. To the best of the knowledge of the Issuer (having taken all reasonable care to ensure that such is the case) the information contained in this Prospectus is in accordance with the facts and does not omit anything likely to affect the import of such information. This Prospectus is to be read in conjunction with all documents which are deemed to be incorporated herein by reference (as described under ‘‘Documents Incorporated by Reference’’) and shall be read and construed on the basis that such documents are incorporated in and form part of this Prospectus. Market data and certain industry forecasts (where applicable) used throughout this Prospectus have been extracted from information published by the Office of Water Services (‘‘Ofwat’’). This information, while believed to be reliable, has not been independently verified, and the Issuer and the Manager do not make any representation as to the accuracy of that information. The Issuer confirms that where the information in this Prospectus has been reproduced from information published by Ofwat, it has been accurately reproduced and that, as far as the Issuer is aware and able to ascertain from information published by Ofwat, no facts have been omitted which would render the reproduced information inaccurate or misleading. This Prospectus does not constitute an offer of, or an invitation by or on behalf of the Issuer or the Manager (as defined under ‘‘Subscription and Sale’’) to subscribe for or purchase, any of the Bonds. This Prospectus does not constitute an offer, and may not be used for the purpose of an offer to, or a solicitation by, anyone in any jurisdiction or in any circumstances in which such offer or solicitation is not authorised or is unlawful. Barclays Bank PLC (the ‘‘Manager’’) and Citicorp Trustee Company Limited (the ‘‘Trustee’’) have not separately verified the information contained herein. Accordingly, no representation, warranty or undertaking, express or implied, is made and no responsibility or liability is accepted by the Manager or the Trustee as to the accuracy or completeness of the information contained or incorporated in this Prospectus or any other information provided by the Issuer in connection with the Bonds or their distribution. The Manager and the Trustee do not accept any liability in relation to the information contained or incorporated by reference in this Prospectus or any other information provided by the Issuer in connection with the Bonds. No person is or has been authorised by the Issuer, the Manager or the Trustee to give any information or to make any representation not contained in or consistent with this Prospectus or any other information supplied by it in connection with the Bonds and, if given or made, such information or representation must not be relied upon as having been authorised by the Issuer, the Manager or the Trustee. This Prospectus is not intended to provide the basis of any credit or other evaluation and should not be considered as a recommendation by the Issuer, the Trustee or the Manager that any recipient of this Prospectus should purchase any of the Bonds. Each investor contemplating purchasing Bonds should make its own independent investigation of the financial condition and affairs, and its own appraisal of the creditworthiness, of the Issuer. Neither the delivery of this Prospectus nor the offering, sale or delivery of any Bonds shall in any circumstances imply that the information contained herein concerning the Issuer is correct at any time subsequent to the date hereof or that any other information supplied in connection with the Bonds is correct as of any time subsequent to the date indicated in the document containing the same. The Manager and the Trustee expressly do not undertake to review the financial condition or the affairs of the Issuer during the life of the Bonds or to advise any investor in the Bonds of any information coming to their attention. Investors should review, inter alia, the most recently published documents incorporated by reference into this Prospectus when deciding whether or not to purchase any Bonds. The distribution of the Prospectus and the offering of the Bonds in certain jurisdictions may be restricted by law. Persons into whose possession this Prospectus comes are required by the Issuer, the Trustee and the Manager to inform themselves about, and to observe, any such restrictions. 2 The Bonds have not been and will not be registered under the United States Securities Act of 1933, as amended (the ‘‘Securities Act’’) or any state securities laws, and are subject to U.S. tax law requirements. Subject to certain exceptions, the Bonds may not be offered, sold or delivered within the United States or to U.S. persons. For a further description of certain restrictions on offerings and sales of Bonds and on distribution of this Prospectus, see ‘‘Subscription and Sale’’. In this Prospectus, references to ‘‘£’’, ‘‘pounds’’, ‘‘sterling’’, ‘‘pence’’ or ‘‘p’’ are to the lawful currency of the United Kingdom and references to a ‘‘Member State’’ are to a Member State of the European Economic Area. 3 TABLE OF CONTENTS Page Documents Incorporated by Reference ............................... 5 Risk Factors ............................................. 6 Terms and Conditions of the Bonds . ............................... 13 Use of Proceeds . ......................................... 40 Summary of Provisions relating to the Bonds while in Global Form ................ 41 South Staffordshire Water plc .................................... 43 United Kingdom Taxation . .................................... 49 Subscription and Sale ........................................ 51 General Information ......................................... 52 IN CONNECTION WITH THE ISSUE OF THE BONDS, BARCLAYS BANK PLC OR ANY PERSON ACTING ON BEHALF OF BARCLAYS BANK PLC MAY OVER-ALLOT BONDS OR EFFECT TRANSACTIONS WITH A VIEW TO SUPPORTING THE MARKET PRICE OF THE BONDS AT A LEVEL HIGHER THAN THAT WHICH MIGHT OTHERWISE PREVAIL AFTER THE CLOSING DATE.