BG Energy gives results of solicitations after adjourned meeting

Chicago, Jan. 11 – BG Energy Capital plc gave the results for the last of four separate consent solicitations for outstanding notes, according to a press release.

The company lacked a quorum at the original meeting for one of the series, the €800 million outstanding 2.25% fixed-rate notes due Nov. 21, 2029 (ISIN: XS1140054526).

An adjourned meeting was scheduled and held at 5 a.m. ET on Jan. 11.

At the adjourned meeting, a quorum was achieved and noteholders passed the extraordinary resolution.

The proposed amendments will be implemented for all series as of Wednesday.

Other notes

As previously reported, BG Energy previously received assent for the consent solicitations for the:

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

• €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).

However, there was an inter-conditionality condition. The company needed to receive approval from noteholders from all four series.

Background

As previously reported, the company was 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.

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.

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

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. BG Group has been part of Shell since 2016.

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