Agricultural Bank of China contributes £48.72 million GBP to a £606 million GBP syndicated loan for the ownership and operation of the East Anglia One Offshore Transmission Assets Project

Project narrative

On December 15, 2022, financial close was reached on a deal in which a syndicate of eight banks — including the Agricultural Bank of China (ABC) — entered into a £606.00 million GBP ($750.25 million USD) syndicated loan agreement with TC East Anglia One OFTO Limited — an England and Wales-incorporated special purpose vehicle (SPV) wholly owned by Transmission Capital Partners (TCP), a sponsor and asset manager for the transmission sector that is jointly owned by Amber Infrastructure Limited (33.33% equity stake), International Public Partnerships Limited (INPP) (itself managed by Amber) (33.33% equity stake), and Transmission Investment LLP (33.33% equity stake) — for the long-term ownership and ongoing operation of East Anglia One Offshore Transmission Assets Project. This loan was divided into a term loan facility that matures in September 2037 (a maturity period of 14.75 years) with an interest rate based on SONIA plus a margin of 1.3% (rising to 1.5% through the term of the facility) with interest accrued and principal both repayable on the last day of March, June, September, and December each year and an index linked facility that matures in June 2044 (a maturity period of 21.5 years), with an interest rate of 2.5145% per annum index-linked in line with movements in RPI, with interest accrued repayable on the last day of March, June, September, and December each year, with principal repayments commencing in December 30, 2037 (a grace period of 15 years), with principal repayments then being made on the last day of March, June, September, and December. The facilities were fully drawn in 2022 ABC contributed £48.72 million GBP ($60.32 million USD) to the loan syndicate. In addition to ABC, the following lenders contributed the respective amounts to the loan syndicate: Aviva Investors (£190.83 million GBP; $236.25 million USD), Barclays Bank Plc (£53.62 million GBP; $66.38 million USD), Korea Development Bank (KDB) (£48.72 million GBP), Nippon Life Insurance (£109.88 million GBP; $136.04 million USD), Norinchukin Bank (£109.88 million GBP), Royal Bank of Canada (RBC) (£18.60 million GBP; $23.03 million USD), and Sumitomo Mitsui Trust Bank (SMTB) (£53.22 million GBP; $65.89 million USD). This loan was secured by (i.e. collateralized against) a full title guarantee of assigned agreements (management services agreement, offshore interface agreement, STC accession deed, acquisition agreement, tripartite agreement, disclosure letter; and parent company guarantee to be granted by Scottish Power UK in favor of the charger, the keep well agreement, the control room services agreement, transit vessel framework agreement, subsea cable storage agreement, routine inspection and first response contract, scada support agreement, statcom support agreement, co-operation agreement, a number of cable crossing agreements, proximity agreements, and other property side agreements, a number of transferred contracts; each reserve account; each non-reserve account; any other account with any financial institution; all account proceeds in respect of any reserve accounts; all interest from time-to-time accruing but unpaid on the account proceeds; all account proceeds in respect of any non-reserve accounts; all interest from time to time accruing but unpaid on the account proceeds; all account proceeds in respect of any account; all interest from time to time accruing but unpaid on the account proceeds; all of its rights, title, and interest in respect of any sums payable to it in respect of VAT claims; all of its rights, title, and interest in respect of any sums payable to it pursuant to any policies of any insurance; all of its rights, title, and interest in respect of the hedging agreements; all its rights, title, and interest in respect of any other guarantees, warranties, licenses, and other agreements; and a first full title guarantee on fixed security, including a first legal mortgage on all land vested to it and registered in England and Wales, namely Onshore Substation at Burstall, Bramford (lease dated February 26, 2021) (Title Number SK406259) and foreshore and bed of the River Deben, Woodbridge and Foreshore; and bed of the River Deben, Ramsholt, Woodridge (lease dated October 25, 2022); a first legal mortgage on all land vested to it and not registered in England and Wales, namely a lease of rights for the East Anglia One Wind Farm Cable Route and Substation Site upon the bed of the sea off the coast of Suffolk dated December 22, 2016; a first fixed charge on all land held by it, now and future; all interests and rights in or relating to land or the proceeds of the sale of land now or in the future; all plant and machinery now or in the future attached to any land, all its rights and interests under all present and future agreements for the purchase, maintenance, or use of such plant and machinery; all other plant, machinery, and equipment, held now or in future, together with its interest in any plant, machinery, or equipment in its possession; all rental and other income and all debts and claims now or in the future due or owing to it under or in connection with any lease, agreement or license; all money at any time standing to the credit of each reserve account; all moneys at any time standing to the credit of each non-reserve account; all moneys at any time standing to the credit of each non-reserve account; all moneys at any time standing to the credit of any other account it may from time to time with any financial institution; all investments which are now, or in the future, its property; all derivative rights of a capital nature now or in the future accruing or offered in respect of its investments; all derivative rights of an income nature now or in the future accruing or offered in respect of its investments; all the insurance policies together with all its rights, interests, and benefit in and to the insurance policies apart from any claims which are otherwise subject to a fixed charge of assignment; all its goodwill and uncalled capital from time to time; all intellectual property presently belonging to it, including any intellectual property to which it is not absolutely entitled or to which it is entitled together with others; all intellectual property that may be acquired by or belong to it in the future, including any such intellectual property to which it is not absolutely entitled or to which it will be entitled; all its rights now or in the future in relation to trade secrets, confidential information, and knowhow in any part of the world; all its rights and causes of action in respect of infringement, past, present, and future o the rights; all trade debts now or in the future owing to it and all other debts now or in the future owing to it; the benefit of all instruments, guarantees, chargers, pledges, and other security and all other rights and remedies available to it in respect of any fixed security asset; the benefit of all negotiable instruments, guarantees, bonds, debentures, charges, pledges, and all other security , reservation of proprietary rights, rights of tracing, unpaid vendor's liens, and all other rights and remedies now or in the future available to the charger in respect of any fixed security asset or receivable; any beneficial interest, claim, or entitlement it has to any pension fund now or in the future; any assigned agreement and any interest, title, and benefit in respect of such assigned agreement except to the extent such assigned agreement or any interest, title, and benefit are for the time being effectively assigned or charged by fixed charge; all rights, claims, money, or property accruing or payable to it now or in the future under or by virtue of a fixed security asset; all receivables including, without limitation, all availability payments under the OFTO license, book, and other debts now or in the future owing to the charger and all its rights and claims against third parties, present and future, capable of being satisfied by the payment of money; the benefit of all licenses, consents, and authorizations held in connection with its business or the use of any asset and the right to recover and receive all compensation which may be payable in respect of them; a full title guarantee by way of first floating charge on all its assets except its decommissioning reserve account and its accounts proceeds per a security agreement dated December 15, 2022 with TC East Anglia One OFTO Limited as charger and Kroll Trustee Services Limited. The East Anglia One offshore transmission owners (OFTO) assets served as a transmission cable connection to the 714 MW East Anglia ONE offshore wind farm, a 102-turbine farm located approximately 50 kilometers off the coast of Suffolk, via a single 220/66 kV offshore substation platform (OSP) within the boundaries of East Anglia ONE wind farm through a 85 kilometer-long 220 kV offshore export cable route that comes ashore close to the village of Bawdsey, then a 37 kilometer-long onshore export cable to the National Grid 400 kV electricity transmission network at Bramford onshore substation near to Ipswich in Suffolk. The East Anglia One OFTO assets have the capacity to transmit enough electricity to power the equivalent of over 600,000 homes. The East Anglia One OFTO assets have a pre-agreed, availability-based revenue stream over 21.5 years linked to the Retail Price Index (RPI) contracted by a subsidiary of National Grid Electricity System Operator, National Grid plc. On December 21, 2020, Transmission Capital Partners was declared the preferred bidder for the East Anglia One OFTO assets. It established East Anglia One OFTO Ltd as a special purpose company to acquire the assets. It was acquired on December 15, 2022. The operations and maintenance of East Anglia One OFTO assets were subcontracted to a set of specialist contractors.