TIDM82HZ TIDMNG. TIDMBD56

RNS Number : 0644K

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)

INDICATIVE RESULTS OF CASH TER OFFERS

NGG announces the indicative results 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

NGET announces the indicative results 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.

Indicative (Non-Binding) Results for Any and All Offer Notes

As at the Expiration Deadline, the aggregate nominal amount of each Series of Any and All Offer Notes set out in the table below had been tendered for purchase pursuant to the relevant Offer.

 
                                                         Aggregate nominal amount of the relevant Notes tendered for 
                                                                      purchase pursuant to the relevant 
 Any and All Offer Notes      ISIN / Common Code                                    Offer 
------------------------  --------------------------  ---------------------------------------------------------------- 
       2020 Notes          XS0348431551 / 034843155                            GBP139,350,000 
       2022 Notes          XS0103338140 / 010333814*                           GBP138,584,000 
   December 2024 Notes     XS0103338496 / 010333849*                           GBP135,254,000 
       2025 Notes          XS0058343251 / 005834325                             GBP88,808,000 
       2038 Notes          XS0363511873 / 036351187                            GBP395,579,000 
 * 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. 
 

In respect of each Series of the Any and All Offer Notes, in the event that NGG decides to accept valid tenders of any Notes of such Series for purchase pursuant to the relevant Offer, NGG will accept all Notes of such Series validly tendered for purchase, with no pro rata scaling.

Indicative (Non-Binding) Results for Capped Offer Notes

As at the Expiration Deadline, the aggregate nominal amount of each Series of Capped Offer Notes set out in the table below had been validly tendered pursuant to the relevant Offer.

In the event that NGET decides to accept valid tenders of Capped Offer Notes pursuant to the Offers, NGET expects to set (i) the Capped Offer Notes Acceptance Amount at GBP866,996,000 and (ii) the Capped Offer Notes Series Acceptance Amount for each Series of Capped Offer Notes as set out in the table below. On the basis of such expected Capped Offer Notes Series Acceptance Amounts, NGET expects to accept for purchase all Capped Offer Notes validly tendered with no pro rata scaling. Noteholders should note that this is a non-binding indication of the levels at which NGET expects to set the Capped Offer Notes Acceptance Amount and the Capped Offer Notes Series Acceptance Amounts.

 
                                                      Aggregate nominal amount 
                                                   of the relevant Notes tendered       Expected Capped Offer Notes 
                                                    for purchase pursuant to the          Series Acceptance Amount 
 Capped Offer Notes       ISIN / Common Code               relevant Offer                 for the relevant Series 
--------------------  -------------------------  ----------------------------------  --------------------------------- 
 February 2024 Notes   XS0094073672 / 009407367            GBP174,119,000                      GBP174,119,000 
     2027 Notes        XS0789331948 / 078933194            GBP273,741,000                      GBP273,741,000 
     2028 Notes        XS0132735373 / 013273537            GBP200,488,000                      GBP200,488,000 
     2031 Notes        XS0407912053 / 040791205            GBP218,648,000                      GBP218,648,000 
 

Pricing and New Issue Condition

Final pricing for the Offers will take place at or around 12.00 (noon) (London time) today, 16 September 2016 (the Pricing Time). As soon as reasonably practicable after the Pricing Time, NGET and NGG will announce each Benchmark Security Rate and the final pricing details for each Series in the event that NGG and/or NGET decide to accept valid tenders of Notes pursuant to any or all of the Offers.

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

RTELFMLTMBTBMMF

(END) Dow Jones Newswires

September 16, 2016 05:27 ET (09:27 GMT)

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