Last checked at 17 Sep 2014 15:34
UK Power Networks Holdings Limited Announces Final 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. Further to its announcement earlier today, 17 September 2014, UK Power Networks Holdings Limited (the Company) now announces the final 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 2026of 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
The Company has determined that the Total Cash Spend Amount will be £188,789,543.58 and that the Final Acceptance Amount will be £150,001,000.
Results of the Offer for the 2016 Notes
The Company now announces that it has determined that the Series Acceptance Amount in respect of the 2016 Notes will be £52,277,000 and the 2016 Notes Purchase Spread will be the Maximum Purchase Spread in respect of the 2016 Notes, being +50 bps. Accordingly, the Company will (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.
Final pricing for the Offer for the 2016 Notes took place at or around 2.00 p.m. (London time) today, 17 September 2014. The cash purchase price the Company will pay for 2016 Notes validly tendered and accepted for purchase will be 108.456 per cent. of the nominal amount of the relevant 2016 Notes. The Company will also pay Accrued Interest in respect of the 2016 Notes accepted for purchase pursuant to the relevant Offer equal to 4.594521 per cent. of the nominal amount of the relevant 2016 Notes.
Results of the Offer for the 2023 Notes
The Company now announces that it has determined that the Series Acceptance Amount in respect of the 2023 Notes will be £0. Accordingly, the Company has determined not to accept any 2023 Notes validly tendered pursuant to the relevant Offer.
Results of the Offer for the 2025 Notes
The Company now announces that it has determined that the Series Acceptance Amount in respect of the 2025 Notes will be £67,721,000 and the 2025 Notes Purchase Spread will be the Maximum Purchase Spread in respect of the 2025 Notes, being +100 bps. Accordingly, the Company will (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.
Final pricing for the Offer for the 2025 Notes took place at or around 2.00 p.m. (London time) today, 17 September 2014. The cash purchase price the Company will pay for 2025 Notes validly tendered and accepted for purchase will be 142.998 per cent. of the nominal amount of the relevant 2025 Notes. The Company will also pay Accrued Interest in respect of the 2025 Notes accepted for purchase pursuant to the relevant Offer equal to 3.990278 per cent. of the nominal amount of the relevant 2025 Notes.
Results of the Offer for the 2026 Notes
The Company now announces that it has determined that the Series Acceptance Amount in respect of the 2026 Notes will be £30,003,000 and the 2026 Notes Purchase Spread will be the Maximum Purchase Spread in respect of the 2026 Notes, being +110 bps. Accordingly, the Company will (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.
Final pricing for the Offer for the 2026 Notes took place at or around 2.00 p.m. (London time) today, 17 September 2014. The cash purchase price the Company will pay for 2026 Notes validly tendered and accepted for purchase will be 117.496 per cent. of the nominal amount of the relevant 2026 Notes. The Company will also pay Accrued Interest in respect of the 2026 Notes accepted for purchase pursuant to the relevant Offer equal to 1.597260 per cent. of the nominal amount of the relevant 2026 Notes.
Final Pricing for the Offers
A summary of the final pricing of the Offers appears below.
Purchase Spread | Benchmark Security Rate | Purchase Yield | Purchase Price | Accrued Interest | |
2016 Notes | +50 bps | 0.843 per cent. | 1.347509 per cent. | 108.456 per cent. | 4.594521 per cent. |
2023 Notes | n/a | n/a | n/a | n/a | n/a |
2025 Notes | +100 bps | 2.504 per cent. | 3.534695 per cent. | 142.998 per cent. | 3.990278 per cent. |
2026 Notes | +110 bps | 2.504 per cent. | 3.636472 per cent. | 117.496 per cent. | 1.597260 per cent. |
The Settlement Date in respect of those Notes accepted for purchase is expected to be 19 September 2014. Following settlement of the Offers, £247,723,000 in aggregate nominal amount of the 2016 Notes will remain outstanding, £250,000,000 in aggregate nominal amount of the 2023 Notes will remain outstanding, £132,279,000 in aggregate nominal amount of the 2025 Note will remain outstanding and £269,997,000 in aggregate nominal amount of the 2026 Notes will remain outstanding.
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 |
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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.