BG Energy gets consent for three series of notes, one series adjourned

By Mary-Katherine Stinson

Lexington, Ky., Dec. 20 – BG Energy Capital plc gave the results of its four separate consent solicitations for outstanding notes, according to a notice.

The consent solicitations were for the following series of notes:

• £750 million outstanding 5.125% fixed-rate notes due Dec. 1, 2025 (ISIN: XS0564485273);

• €800 million outstanding 2.25% fixed-rate notes due Nov. 21, 2029 (ISIN: XS1140054526);

• €100 million outstanding 3.5% fixed-rate notes due Oct. 17, 2033 (ISIN: XS0982777657); and

• £750 million outstanding 5% fixed-rate notes due Nov. 4, 2036 (ISIN: XS0702029132).

The company announced that the extraordinary resolution passed and the eligibility condition was satisfied at the Dec. 20 meeting in the case of the 2025 notes, 2033 notes and the 2036 notes.

However, the meeting was adjourned due to lack of a quorum for the 2029 notes.

Therefore, the resolution inter-conditionality condition has not yet been satisfied regarding any of the series of notes and the proposed amendments have not been implemented.

The consent solicitation deadline for the 2029 notes was extended to 11 a.m. ET on Jan. 6.

The adjourned meeting will be held at 5 a.m. ET on Jan. 11.

If the extraordinary resolution passes at the adjourned meeting and the eligibility condition is satisfied, the resolution inter-conditionality and the other consent conditions will have been satisfied in respect of all the notes series. The proposed amendments would be implemented on or about Jan. 11.

However, if the resolution fails to pass at the adjourned meeting in the case of the 2029 notes, the issuer can decide to waive the resolution inter-conditionality and implement the amendments for the other three series of notes.

Background

As previously reported, the company is seeking to substitute Shell plc as guarantor in place of the existing guarantor BG Energy Holdings Ltd. in each relevant series; to appoint Deutsche Trustee Co. Ltd. as successor trustee replacing Royal Bank of Canada Trust Corp. Ltd. for each relevant series; to align certain provisions and conditions of the trust deed in each relevant series with the equivalent provisions of the debt securities issued under Shell’s current multicurrency debt securities program; and to affect certain consequential modifications to the applicable trust deed, the applicable agency agreement and the applicable global bearer note for each relevant series.

In addition to the replacement guarantor and trustee, BG Energy and the existing guarantor BG Energy Holdings are convening separate meetings of the holders of each series to approve additional proposed amendments which are as follows:

• The deletion of, in the case of the 2036 notes, condition 4 or, in the case of each other series, condition 5;

• The alignment of the events of default in, in the case of the 2036 notes, condition 12 or, in the case of each other series, condition 13, with the events of default under Shell’s program;

• Certain amendments to the covenants in clause 7 of the applicable trust deed, including

• An amendment to clause 7.1.4 to specify that it instead refers to its external shareholders, excluding the guarantor and subsidiaries, instead of the trustee;

• An amendment to clause 7.1.5 to delete the current requirement that the issuer and the guarantor notify the trustee of the existence of any security interest as the negative pledge provision will no longer be included in the applicable conditions;

• The deletion of clauses 7.1.20 and 7.1.21, requiring that the guarantor periodically list or notify the trustee of changes to the guarantor’s current subsidiaries, project finance companies and wholly owned subsidiaries as such terms will no longer otherwise be used in the applicable conditions or trust deed, and the provision of a waiver of any technical historic breaches of such requirements by the existing guarantor and of any potential consequences.

The consent solicitations originally expired on 11 a.m. ET on Dec. 15.

The notice stated that the purpose of the consent solicitation was to simplify Shell’s funding structure by bringing the provisions into alignment. BG Energy and existing guarantor BG Energy Holdings were wholly owned, indirect subsidiaries of BG Group plc, and following the 2016 acquisition of BG Group plc by Shell, the issuer and the existing guarantor became wholly owned subsidiaries of Shell.

In addition, the existing trustee gave notice of its intention to retire as trustee, requiring a replacement.

Barclays (+44 20 3134 8515, eu.lm@barclays.com) and RBC Europe Ltd. (+44 20 7029 7420, liability.management@rbccm.com) are the solicitation agents.

Kroll Issuer Services Ltd. (+44 20 7704 0880, shell@is.kroll.com, https://deals.is.kroll.com/shell) is the tabulation agent.

BG Energy Capital operates as a special purpose entity.

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