TIDM82HZ TIDMNG. TIDMBD56

RNS Number : 1041K

National Grid Gas PLC

16 September 2016

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO OR TO ANY PERSON LOCATED OR RESIDENT IN THE UNITED STATES OF AMERICA, ITS TERRITORIES AND POSSESSIONS (INCLUDING PUERTO RICO, THE U.S. VIRGIN ISLANDS, GUAM, AMERICAN SAMOA, WAKE ISLAND AND THE NORTHERN MARIANA ISLANDS), ANY STATE OF THE UNITED STATES OF AMERICA OR THE DISTRICT OF COLUMBIA (the United States) OR IN OR INTO ANY JURISDICTION WHERE IT IS UNLAWFUL TO RELEASE, PUBLISH OR DISTRIBUTE THIS ANNOUNCEMENT.

16 September 2016

NATIONAL GRID GAS PLC (NGG) AND

NATIONAL GRID ELECTRICITY TRANSMISSION PLC (NGET)

FINAL PRICING FOR CASH TER OFFERS

Further to its announcement earlier today, NGG now announces the final pricing details in respect of its invitations to holders of its outstanding GBP484,000,000 6.375 per cent. Instruments due 3 March 2020 (ISIN: XS0348431551) (the 2020 Notes), its outstanding GBP503,078,000 4.1875 per cent. Guaranteed Index-Linked Bonds due 2022 (ISIN: XS0103338140) (the 2022 Notes), its outstanding GBP503,078,000 7.0 per cent. Guaranteed Fixed Rate Bonds due 2024 (ISIN: XS0103338496) (the December 2024 Notes), its outstanding GBP275,000,000 8.75 per cent. Bonds due 2025 (ISIN: XS0058343251) (the 2025 Notes) and its outstanding GBP457,000,000 6.00 per cent. Instruments due May 2038 (ISIN: XS0363511873) (the 2038 Notes), and

further to its announcement earlier today, NGET now announces the final pricing details in respect of its invitations to holders of its outstanding GBP450,000,000 5.875 per cent. Bonds due 2024 (ISIN: XS0094073672) (the February 2024 Notes), its outstanding GBP525,000,000 4.00 per cent. Instruments due 8 June 2027 (ISIN: XS0789331948) (the 2027 Notes), its outstanding GBP360,000,000 6.50 per cent. Notes due 2028 (ISIN: XS0132735373) (the 2028 Notes) and its outstanding GBP379,000,000 7.375 per cent. Instruments due January 2031 (ISIN: XS0407912053) (the 2031 Notes)

(the 2020 Notes, the 2022 Notes, the February 2024 Notes, the December 2024 Notes, the 2025 Notes, the 2027 Notes, the 2028 Notes, the 2031 Notes and the 2038 Notes together, the Notes and each a Series and all holders of such Notes the Noteholders)

to tender their Notes for purchase by NGG or NGET, as the case may be, for cash subject to the New Issue Condition (each such invitation, an Offer and together, the Offers).

The Offers were announced on 6 September 2016 and were made on the terms and subject to the conditions contained in the tender offer memorandum dated 6 September 2016 (the Tender Offer Memorandum) prepared by NGET and NGG in connection with the Offers. Capitalised terms used but not otherwise defined in this announcement shall have the meaning given to them in the Tender Offer Memorandum.

The Expiration Deadline for the Offers was 4.00 p.m. (London time) on 15 September 2016.

Pricing Details

Final pricing for the Offers took place at or around 12.00 (noon) (London time) today, 16 September 2016 (the Pricing Time). If NGG and/or NGET decide to accept any Notes for purchase pursuant to any or all of the Offers, the cash purchase price NGG or NGET, as applicable, will pay for the relevant Notes of each Series validly tendered and accepted for purchase will be as set out in the following table. NGG or NGET, as applicable, will also pay Accrued Interest in respect of the relevant Notes of each Series accepted for purchase pursuant to the relevant Offer.

A summary of the final pricing of the Offers appears below.

Any and All Offer Notes

 
     Notes       ISIN / Common    Benchmark Security       Purchase        Benchmark       Purchase        Purchase 
                     Code                                   Spread       Security Rate       Yield          Price* 
--------------  --------------  ---------------------  ---------------  --------------  --------------  -------------- 
  2020 Notes     XS0348431551     4.75 per cent. UK         5 bps          0.129 per       0.179 per      121.252 per 
                  / 034843155     Treasury Gilt due                          cent.           cent.           cent. 
                                     2020 (ISIN: 
                                    GB00B058DQ55) 
  2022 Notes     XS0103338140       2.5 per cent.          115 bps        -2.271 per      -1.121 per      211.459 per 
                 / 010333814**    (Index-Linked) UK                          cent.           cent.           cent. 
                                  Treasury Stock due 
                                     2020 (ISIN: 
                                    GB0009081828) 
 December 2024   XS0103338496     2.75 per cent. UK         35 bps         0.621 per       0.973 per      147.456 per 
     Notes       / 010333849**    Treasury Gilt due                          cent.           cent.           cent. 
                                     2024 (ISIN: 
                                    GB00BHBFH458) 
  2025 Notes     XS0058343251       5 per cent. UK          35 bps         0.693 per       1.046 per      164.190 per 
                  / 005834325     Treasury Gilt due                          cent.           cent.           cent. 
                                     2025 (ISIN: 
                                    GB0030880693) 
  2038 Notes     XS0363511873     4.75 per cent. UK         40 bps         1.479 per       1.888 per      172.483 per 
                  / 036351187     Treasury Gilt due                          cent.           cent.           cent. 
                                     2038 (ISIN: 
                                    GB00B00NY175) 
 * Expressed as a percentage of the nominal amount of the relevant Notes. 
  ** Interests in (i) the 2022 Notes are represented by a global receipt with ISIN: XS0103338140 
  and (ii) the December 2024 Notes are represented by a global receipt with ISIN: XS0103338496, 
  as further described in the Tender Offer Memorandum. 
 

Capped Offer Notes

 
     Notes       ISIN / Common    Benchmark Security      Purchase        Benchmark     Purchase Yield     Purchase 
                     Code                                  Spread       Security Rate                       Price* 
--------------  --------------  ---------------------  --------------  --------------  ---------------  -------------- 
 February 2024   XS0094073672     2.75 per cent. UK        25 bps         0.621 per       0.873 per       135.507 per 
     Notes        / 009407367     Treasury Gilt due                         cent.           cent.            cent. 
                                     2024 (ISIN: 
                                    GB00BHBFH458) 
  2027 Notes     XS0789331948     4.25 per cent. UK        35 bps         0.945 per       1.299 per       126.835 per 
                  / 078933194     Treasury Gilt due                         cent.           cent.            cent. 
                                     2027 (ISIN: 
                                    GB00B16NNR78) 
  2028 Notes     XS0132735373       6 per cent. UK         35 bps         0.998 per       1.353 per       155.979 per 
                  / 013273537     Treasury Gilt due                         cent.           cent.            cent. 
                                     2028 (ISIN: 
                                    GB0002404191) 
  2031 Notes     XS0407912053     4.75 per cent. UK        40 bps         1.130 per       1.536 per       174.485 per 
                  / 040791205     Treasury Gilt due                         cent.           cent.            cent. 
                                     2030 (ISIN: 
                                    GB00B24FF097) 
 * Expressed as a percentage of the nominal amount of the relevant Notes. 
 

Whether NGET and/or NGG will purchase any Notes validly tendered in the Offers is subject, without limitation, to the successful completion (in the sole determination of NGET and NGG) of the issue of the New Notes (the New Issue Condition). NGET and NGG will announce whether the New Issue Condition has been satisfied and, if so, their decision of whether to accept valid tenders of Notes pursuant to any or all of the Offers and, if so accepted, the aggregate nominal amount of Notes of each Series accepted for purchase pursuant to the Offers and any Scaling Factor (if applicable), on or prior to the Settlement Date.

The New Notes, and the guarantee thereof, are not being, and will not be, offered or sold in the United States. Nothing in this announcement and/or the Tender Offer Memorandum constitutes an offer to sell or the solicitation of an offer to buy the New Notes, or the guarantee thereof, in the United States or any other jurisdiction. Securities may not be offered, sold or delivered in the United States absent registration under, or an exemption from the registration requirements of, the United States Securities Act of 1933, as amended (the Securities Act). The New Notes, and the guarantee thereof, have not been, and will not be, registered under the Securities Act or the securities laws of any state or other jurisdiction of the United States and may not be offered, sold or delivered, directly or indirectly, within the United States or to, or for the account or benefit of, U.S. persons.

No action has been or will be taken in any jurisdiction in relation to the New Notes to permit a public offering of securities.

The Settlement Date in respect of the Notes accepted for purchase pursuant to the Offers is expected to be 22 September 2016.

Barclays Bank PLC, BNP Paribas, HSBC Bank plc, Merrill Lynch International and Morgan Stanley & Co. International plc are acting as Dealer Managers for the Offers. Lucid Issuer Services Limited is acting as Tender Agent.

 
                                                    DEALER MANAGERS 
 
         Barclays Bank PLC                         BNP Paribas                              HSBC Bank plc 
       5 The North Colonnade                   10 Harewood Avenue                          8 Canada Square 
            Canary Wharf                         London NW1 6AA                             London E14 5HQ 
           London E14 4BB                        United Kingdom                             United Kingdom 
           United Kingdom 
         Telephone: +44 20                       Telephone: +44                             Telephone: +44 
             3134 8515                            20 7595 8668                               20 7992 6237 
             Attention:                            Attention:                                 Attention: 
        Liability Management                  Liability Management                       Liability Management 
               Group                                  Group                                     Group 
               Email:                                Email:                     Email: liability.management@hsbcib.com 
         eu.lm@barclays.com            liability.management@bnpparibas.com 
    Merrill Lynch International                              Morgan Stanley & Co. International 
        2 King Edward Street                                                 plc 
          London EC1A 1 HQ                                             25 Cabot Square 
           United Kingdom                                               Canary Wharf 
                                                                       London E14 4QA 
     Telephone: +44 20 7996 5420                                       United Kingdom 
   Attention: Liability Management                               Telephone: +44 20 7677 5040 
                Group                                          Attention: Liability Management 
     Email: DG.LM_EMEA@baml.com                                             Group 
                                                     Email: liabilitymanagementeurope@morganstanley.com 
                                                     TENDER AGENT 
                                             Lucid Issuer Services Limited 
                                                    Tankerton Works 
                                                     12 Argyle Walk 
                                                    London WC1H 8HA 
                                                     United Kingdom 
                                              Telephone: +44 20 7704 0880 
                                                 Fax: +44 20 3004 1590 
                                        Attention: Paul Kamminga / Arlind Bytyqi 
                                               Email: ngrid@lucid-is.com 
                             Further details relating to the contents of this announcement 
                                                 can be obtained from: 
     National Grid Electricity                                     National Grid Gas plc 
          Transmission plc                                               1-3 Strand 
             1-3 Strand                                                London WC2N 5EH 
           London WC2N 5EH                                             United Kingdom 
           United Kingdom 
                               Attention (treasury matters): Kwok Liu (Deputy Treasurer, 
                                                   +44 20 7004 3367) 
                                  Attention (legal matters): Mark Noble (Deputy Group 
                                           General Counsel, +44 20 7004 3212) 
 
 

DISCLAIMER

This announcement must be read in conjunction with the Tender Offer Memorandum. No offer or invitation to acquire any securities is being made pursuant to this announcement. The distribution of this announcement and the Tender Offer Memorandum in certain jurisdictions may be restricted by law. Persons into whose possession this announcement and/or the Tender Offer Memorandum comes are required by each of NGG, NGET, the Dealer Managers and the Tender Agent to inform themselves about, and to observe, any such restrictions.

This information is provided by RNS

The company news service from the London Stock Exchange

END

TENSFEFDMFMSEDU

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September 16, 2016 09:34 ET (13:34 GMT)

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