16 Sep 2016 10:27
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 TENDER OFFERS
NGG announces the indicative results of its invitations to holders of its outstanding £484,000,000 6.375 per cent. Instruments due 3 March 2020 (ISIN: XS0348431551) (the 2020 Notes), its outstanding £503,078,000 4.1875 per cent. Guaranteed Index-Linked Bonds due 2022 (ISIN: XS0103338140) (the 2022 Notes), its outstanding £503,078,000 7.0 per cent. Guaranteed Fixed Rate Bonds due 2024 (ISIN: XS0103338496) (the December 2024 Notes), its outstanding £275,000,000 8.75 per cent. Bonds due 2025 (ISIN: XS0058343251) (the 2025 Notes) and its outstanding £457,000,000 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 £450,000,000 5.875 per cent. Bonds due 2024 (ISIN: XS0094073672) (the February 2024 Notes), its outstanding £525,000,000 4.00 per cent. Instruments due 8 June 2027 (ISIN: XS0789331948) (the 2027 Notes), its outstanding £360,000,000 6.50 per cent. Notes due 2028 (ISIN: XS0132735373) (the 2028 Notes) and its outstanding £379,000,000 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.
Any and All Offer Notes | ISIN / Common Code | Aggregate nominal amount of the relevant Notes tendered for purchase pursuant to the relevant Offer |
2020 Notes | XS0348431551 / 034843155 | £139,350,000 |
2022 Notes | XS0103338140 / 010333814* | £138,584,000 |
December 2024 Notes | XS0103338496 / 010333849* | £135,254,000 |
2025 Notes | XS0058343251 / 005834325 | £88,808,000 |
2038 Notes | XS0363511873 / 036351187 | £395,579,000 |
* 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 £866,996,000 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.
Capped Offer Notes | ISIN / Common Code | Aggregate nominal amount of the relevant Notes tenderedfor purchase pursuant to the relevant Offer | Expected Capped Offer Notes Series Acceptance Amountfor the relevant Series |
February 2024 Notes | XS0094073672 / 009407367 | £174,119,000 | £174,119,000 |
2027 Notes | XS0789331948 / 078933194 | £273,741,000 | £273,741,000 |
2028 Notes | XS0132735373 / 013273537 | £200,488,000 | £200,488,000 |
2031 Notes | XS0407912053 / 040791205 | £218,648,000 | £218,648,000 |
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 5 The North Colonnade Canary Wharf London E14 4BB United Kingdom Telephone: +44 20 3134 8515 Attention: Liability Management Group Email:eu.lm@barclays.com
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BNP Paribas 10 Harewood Avenue London NW1 6AA United Kingdom Telephone: +44 20 7595 8668 Attention: Liability Management Group Email: liability.management@bnpparibas.com
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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
| |
Merrill Lynch International 2 King Edward Street London EC1A 1 HQ United Kingdom Telephone: +44 20 7996 5420 Attention: Liability Management Group Email: DG.LM_EMEA@baml.com | Morgan Stanley & Co. International plc 25 Cabot Square Canary Wharf London E14 4QA United Kingdom Telephone: +44 20 7677 5040 Attention: Liability Management 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 Transmission plc 1-3 Strand London WC2N 5EH United Kingdom | National Grid Gas plc 1-3 Strand London WC2N 5EH 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.