Last checked at 17 Sep 2014 11:00
UK Power Networks Holdings Limited Announces Indicative Results of Tender Offer for the
£300,000,000 5.375 per cent. Senior Unsecured Fixed Rate Notes due November 2016
£250,000,000 5.125 per cent. Notes due 2023
£200,000,000 8.5 per cent. Notes due 2025
and £300,000,000 5.50 per cent. Notes due 2026
NOT FOR DISTRIBUTION IN OR INTO OR TO ANY PERSON LOCATED OR RESIDENT IN THE UNITED STATES, 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 OR THE DISTRICT OF COLUMBIA OR IN ANY OTHER JURISDICTION IN WHICH IT IS UNLAWFUL TO DISTRIBUTE THIS DOCUMENT
17 September 2014. UK Power Networks Holdings Limited (the Company) announces today the indicative results of its separate invitations to holders of the outstanding £300,000,000 5.375 per cent. Senior Unsecured Fixed Rate Notes due November 2016 of London Power Networks plc (the 2016 Notes), £250,000,000 5.125 per cent. Notes due 2023 of London Power Networks plc (the 2023 Notes), £200,000,000 8.5 per cent. Notes due 2025 of Eastern Power Networks plc (the 2025 Notes) and £300,000,000 5.50 per cent. Notes due 2026 of South Eastern Power Networks plc (the 2026 Notes and, together with the 2016 Notes, the 2023 Notes and the 2025 Notes, the Notes) to tender their Notes for purchase by the Company for cash (each such invitation an Offer and together the Offers).
The Offers were announced on 8 September 2014 and each Offer was made on the terms and subject to the conditions contained in the tender offer memorandum dated 8 September 2014 (the Tender Offer Memorandum) prepared by the Company. Capitalised terms used in this announcement but not defined have the meanings given to them in the Tender Offer Memorandum.
The Expiration Deadline for the Offers was 4.00 p.m. (London time) on 16 September 2014.
Total Cash Spend Amount and Final Acceptance Amount
In the event that the Company decides to accept valid tenders of Notes pursuant to the Offers, the Company expects to set the Total Cash Spend Amount at or around £188,670,855 and the Final Acceptance Amount at £150,001,000.
Indicative (Non-Binding) Results of the Offer for the 2016 Notes
As at the Expiration Deadline, £185,806,000 in aggregate nominal amount of 2016 Notes had been tendered for purchase pursuant to Non-Competitive Tender Instructions, and £21,007,000 in aggregate nominal amount of 2016 Notes had been tendered for purchase pursuant to Competitive Tender Instructions.
In the event that the Company decides to accept valid tenders of 2016 Notes pursuant to the relevant Offer, the Company expects to set the Series Acceptance Amount in respect of the 2016 Notes at £52,277,000. On the basis of the expected Series Acceptance Amount in respect of the 2016 Notes, the Company expects to set the 2016 Notes Purchase Spread at the Maximum Purchase Spread in respect of the 2016 Notes, being +50 bps. Accordingly, the Company expects to (i) accept for purchase all 2016 Notes tendered pursuant to valid Non-Competitive Tender Instructions with pro rata scaling at a Scaling Factor of 28.450 per cent., as further described in the Tender Offer Memorandum, and (ii) not accept for purchase any 2016 Notes tendered pursuant to valid Competitive Tender Instructions. Noteholders should note that this is a non-binding indication of the level at which the Company expects to set the Series Acceptance Amount in respect of the 2016 Notes and the Scaling Factor that would be applied as a consequence.
Indicative (Non-Binding) Results of the Offer for the 2023 Notes
As at the Expiration Deadline, £127,891,000 in aggregate nominal amount of 2023 Notes had been tendered for purchase pursuant to Non-Competitive Tender Instructions, and £34,780,000 in aggregate nominal amount of 2023 Notes had been tendered for purchase pursuant to Competitive Tender Instructions.
In the event that the Company decides to accept valid tenders of 2023 Notes pursuant to the relevant Offer, the Company expects to set the Series Acceptance Amount in respect of the 2023 Notes at £0. Accordingly, on the basis of the expected Series Acceptance Amount in respect of the 2023 Notes, the Company expects not to accept any 2023 Notes validly tendered pursuant to the relevant Offer.
Indicative (Non-Binding) Results of the Offer for the 2025 Notes
As at the Expiration Deadline, £67,721,000 in aggregate nominal amount of 2025 Notes had been tendered for purchase pursuant to Non-Competitive Tender Instructions, and £61,047,000 in aggregate nominal amount of 2025 Notes had been tendered for purchase pursuant to Competitive Tender Instructions.
In the event that the Company decides to accept valid tenders of 2025 Notes pursuant to the relevant Offer, the Company expects to set the Series Acceptance Amount in respect of the 2025 Notes at £67,721,000. On the basis of the expected Series Acceptance Amount in respect of the 2025 Notes, the Company expects to set the 2025 Notes Purchase Spread at the Maximum Purchase Spread in respect of the 2025 Notes, being +100 bps. Accordingly, the Company expects to (i) accept for purchase all 2025 Notes tendered pursuant to valid Non-Competitive Tender Instructions with no pro rata scaling and (ii) not accept for purchase any 2025 Notes tendered pursuant to valid Competitive Tender Instructions. Noteholders should note that this is a non-binding indication of the level at which the Company expects to set the Series Acceptance Amount in respect of the 2025 Notes.
Indicative (Non-Binding) Results of the Offer for the 2026 Notes
As at the Expiration Deadline, £69,816,000 in aggregate nominal amount of 2026 Notes had been tendered for purchase pursuant to Non-Competitive Tender Instructions, and £61,014,000 in aggregate nominal amount of 2026 Notes had been tendered for purchase pursuant to Competitive Tender Instructions.
In the event that the Company decides to accept valid tenders of 2026 Notes pursuant to the relevant Offer, the Company expects to set the Series Acceptance Amount in respect of the 2026 Notes at £30,003,000. On the basis of the expected Series Acceptance Amount in respect of the 2026 Notes, the Company expects to set the 2026 Notes Purchase Spread at the Maximum Purchase Spread in respect of the 2026 Notes, being +110 bps. Accordingly, the Company expects to (i) accept for purchase all 2026 Notes tendered pursuant to valid Non-Competitive Tender Instructions with pro rata scaling at a Scaling Factor of 43.000 per cent., as further described in the Tender Offer Memorandum, and (ii) not accept for purchase any 2026 Notes tendered pursuant to valid Competitive Tender Instructions. Noteholders should note that this is a non-binding indication of the level at which the Company expects to set the Series Acceptance Amount in respect of the 2026 Notes and the Scaling Factor that would be applied as a consequence.
Final Pricing for the Offers
Final pricing for the Offers will take place at or around 2.00 p.m. (London time) today, 17 September 2014 (the Pricing Time). As soon as practicable after the Pricing Time, the Company will announce whether it will accept valid tenders of Notes pursuant to any or all of the Offers and, if so accepted, the Total Cash Spend Amount, the Final Acceptance Amount, the Series Acceptance Amount for each Series of Notes so accepted, details of any pro rata scaling and the final pricing details for each Offer. The Settlement Date in respect of any Notes accepted for purchase is expected to be 19 September 2014.
HSBC Bank plc and RBC Europe Limited are acting as Dealer Managers for the Offers and Lucid Issuer Services Limited is acting as Tender Agent.
The Dealer Managers | |
HSBC Bank plc 8 Canada Square London E14 5HQ United Kingdom
Telephone: +44 20 7992 6237 Attention: Liability Management Group Email: liability.management@hsbcib.com | RBC Europe Limited Riverbank House 2 Swan Lane London EC4R 3BF United Kingdom
Telephone: +44 20 7029 7475 Attention: Liability Management Group Email: liability.management@rbccm.com |
The Tender Agent | |
Lucid Issuer Services Limited Leroy House 436 Essex Road London N1 3QP United Kingdom
Telephone: +44 20 7704 0880 Attention: Paul Kamminga / David Shilson Email: ukpn@lucid-is.com | |
DISCLAIMER This announcement must be read in conjunction with the Tender Offer Memorandum. No offer or invitation to acquire any Notes 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 the Company, the Dealer Managers and the Tender Agent to inform themselves about, and to observe, any such restrictions.