SSE plc
(incorporated in Scotland, with limited liability, registered number SC117119)
(the Issuer)
NOTICE
in relation to the outstanding
€600,000,000 Capital Securities
(ISIN: XS1196713298)
£750,000,000 Capital Securities
(ISIN: XS1196714429)
(together, the Securities) issued by the Issuer on 10 March 2015
Deeds of Undertaking relating to S&P Rating Action
The Issuer received an announcement dated 27 October 2015 from Standard & Poor's Ratings Services (S&P) entitled: "Standard & Poor's Takes Various Rating Actions on review of Corporate Hybrid Equity" (the Announcement) stating that S&P have revised the equity content that they have assigned on several hybrid capital instruments (including in respect of the Securities) issued by corporate issuers to "minimal" from "intermediate" (the Rating Action). According to S&P, the conditions under which the Issuer may redeem the Securities in connection with certain rating agency actions are not consistent with S&P's equity content criteria.
After a thorough review of the options available in light of the Rating Action and taking into account the interests of all stakeholders, the Issuer has decided to give an undertaking in relation to certain call rights under the Securities.
Accordingly, in respect of each series of the Securities, the Issuer has, in two separate deeds of undertaking dated 26 November 2015 (the Deeds of Undertaking), unconditionally and irrevocably undertaken that it will, for the purposes of exercising its rights under Condition 6(d) (Redemption - Redemption for Rating Reasons) only, deem the following words to be deleted from the definition of "Capital Event" as set out in Condition 22: "(due to a change in the rating previously assigned to the Issuer or otherwise)".
The Issuer has therefore unconditionally and irrevocably undertaken that it will not exercise its rights under Condition 6(d) (Redemption - Redemption for Rating Reasons) in respect of either series of the Securities unless it has received, and confirmed in writing to the Trustee that it has so received, confirmation from any Rating Agency of a change in its assessment criteria which becomes effective on or after 10 March 2015 (or, if later, effective after the date on which the relevant series of Securities are assigned "equity credit" by a Rating Agency for the first time) and as a result of which, but not otherwise, the relevant series of Securities will no longer be eligible for the same, or a higher amount of, "equity credit" (or such other nomenclature that the Rating Agency may then use to describe the degree to which an instrument exhibits the characteristics of an ordinary share) as was attributed to the relevant series of Securities at the Issue Date (or if "equity credit" is not assigned to the relevant series of Securities by the relevant Rating Agency on the Issue Date, at the date on which "equity credit" is assigned by such Rating Agency for the first time).
The Issuer expects S&P to restore "intermediate" equity content to the Securities as a result of such undertaking.
A copy of the executed Deeds of Undertaking will be available at www.sse.com.
Definitions
Unless the context otherwise requires, capitalised terms used in this notice shall bear the meanings given to them in the prospectus relating to the issue of the Securities, dated 6 March 2015.
Governing Law
This notice, and any non-contractual obligations arising out of or in connection with it, shall be governed by, and shall be construed in accordance with, English law.
THE ISSUER
SSE plc Inveralmond House 200 Dunkeld Road Perth PH1 3AQ United Kingdom |
This notice is given by:
SSE plc
Dated: 26 November 2015
