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