TIDM43XA
RNS Number : 7070C
Gas Natural Capital Markets S.A.
23 January 2018
CITIGROUP ANNOUNCES FINAL RESULTS AND PRICING OF TER OFFER FOR
NOTES ISSUED BY GAS NATURAL CAPITAL MARKETS, S.A. AND GAS NATURAL
FENOSA FINANCE B.V. AND GUARANTEED BY GAS NATURAL SDG, S.A.
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO, OR TO
ANY PERSON LOCATED OR RESIDENT IN OR AT ANY ADDRESS 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 AND THE DISTRICT OF COLUMBIA) (THE "UNITED
STATES") OR TO ANY U.S. PERSON (AS DEFINED IN REGULATION S OF THE
UNITED STATES SECURITIES ACT OF 1933, AS AMED (THE "SECURITIES
ACT")) OR IN OR INTO ANY JURISDICTION WHERE IT IS UNLAWFUL TO
RELEASE, PUBLISH OR DISTRIBUTE THIS ANNOUNCEMENT.
This announcement does not constitute an invitation to
participate in the Solicitation of Offers to Sell (as defined
herein) in or from any jurisdiction in or from which, or to or from
any person to or from whom, it is unlawful to make such offer under
applicable securities laws or otherwise. The distribution of this
announcement in certain jurisdictions (including the United States,
the United Kingdom, the Republic of Italy, Belgium, France and
Spain) may be restricted by law. Persons into whose possession this
document comes are required by Citigroup, the Issuers, the
Guarantor and the Joint Dealer Managers to inform themselves about,
and to observe, any such restrictions. No action that would permit
a public offer has been or will be taken in any jurisdiction by
Citigroup, the Issuers, the Guarantor, the Joint Dealer Managers or
the Tender Agent.
London, 23 January 2018.
Further to its announcements on 16 January 2018 and 23 January
2018, Citigroup Global Markets Limited ("Citigroup") hereby
announces the final results and pricing of its invitation to
holders of the EUR500,000,000 5.375 per cent. Guaranteed Notes due
May 2019 (ISIN: XS0627188468) and EUR500,000,000 6.375 per cent.
Guaranteed Notes due July 2019 (ISIN: XS0436928872) in each case
issued by Gas Natural Capital Markets S.A. (the "GNCM Notes") and
EUR500,000,000 3.500 per cent. Guaranteed Notes due 2021 (ISIN:
XS0981438582), EUR750,000,000 3.875 per cent. Guaranteed Notes due
2022 (ISIN: XS0914400246) and EUR600,000,000 3.875 per cent.
Guaranteed Notes due 2023 (ISIN: XS0875343757) in each case issued
by Gas Natural Fenosa Finance B.V. (together with Gas Natural
Capital Markets, S.A., the "Issuers" and each an "Issuer") (the
"GNFF Notes" and together with the GNCM Notes, the "Notes"), and in
each case guaranteed by Gas Natural SDG, S.A. (the "Guarantor") to
offer to sell Notes to Citigroup for cash at the relevant Purchase
Price (the "Solicitation of Offers to Sell").
The Solicitation of Offers to Sell was made upon the terms and
subject to the conditions contained in a tender offer memorandum
dated 16 January 2018 (the "Memorandum") prepared in connection
with the Solicitation of Offers to Sell. Capitalised terms used in
this announcement and not otherwise defined have the meanings
ascribed to them in the Memorandum.
Satisfaction of the New Notes Condition and Summary of Results
and Pricing
Following the expiration of the Solicitation of Offers to Sell
at 4:00 p.m. (London time) on 22 January 2018 (the "Expiration
Date"), Citigroup hereby announces that:
(i) the New Notes Condition has been satisfied;
(ii) it has accepted for purchase EUR915,500,000 in aggregate
principal amount of the Notes in accordance with the terms and
conditions of the Solicitation of Offers to Sell; and
(iii) it has accepted in full all Offers to Sell in respect of
the Notes which were validly submitted by the Expiration Date.
The Purchase Price for each Series of Notes accepted for
purchase was determined at or around 1:00 p.m. (London time) today
in accordance with the terms set out in the Memorandum (i) in
respect of the 2023 Notes, by reference to the sum of the Reference
Benchmark Yield and the Purchase Spread and (ii) in respect of the
May 2019 Notes, July 2019 Notes, 2021 Notes and 2022 Notes, by the
Joint Dealer Managers by reference to the relevant Purchase Yield,
as follows:
Description of Notes / ISIN May 2019 Notes July 2019 Notes 2021 Notes 2022 Notes 2023 Notes
(XS0627188468) (XS0436928872) (XS0981438582) (XS0914400246) (XS0875343757)
---------------------------- ---------------- ---------------- ---------------- ---------------- ----------------
Maturity Date 24 May 2019 9 July 2019 15 April 2021 11 April 2022 17 January 2023
---------------------------- ---------------- ---------------- ---------------- ---------------- ----------------
Minimum Denomination EUR100,000 EUR50,000 EUR100,000 EUR100,000 EUR100,000
---------------------------- ---------------- ---------------- ---------------- ---------------- ----------------
Aggregate principal amount
accepted EUR207,600,000 EUR143,800,000 EUR167,100,000 EUR259,000,000 EUR138,000,000
---------------------------- ---------------- ---------------- ---------------- ---------------- ----------------
Reference Benchmark Not Applicable Not Applicable Not Applicable Not Applicable 2023
Interpolated
Mid-Swap Rate
---------------------------- ---------------- ---------------- ---------------- ---------------- ----------------
Reference Benchmark Yield Not Applicable Not Applicable Not Applicable Not Applicable 0.366%
---------------------------- ---------------- ---------------- ---------------- ---------------- ----------------
Purchase Spread Not Applicable Not Applicable Not Applicable Not Applicable 0 bps
---------------------------- ---------------- ---------------- ---------------- ---------------- ----------------
Purchase Yield -0.25% -0.25% -0.05% 0.10% 0.366%
---------------------------- ---------------- ---------------- ---------------- ---------------- ----------------
Accrued Interest (expressed
as a percentage) 3.608% 3.476% 2.723% 3.058% 0.074%
---------------------------- ---------------- ---------------- ---------------- ---------------- ----------------
Purchase Price
(expressed as a
percentage) 107.498% 109.670% 111.450% 115.855% 117.288%
---------------------------- ---------------- ---------------- ---------------- ---------------- ----------------
Accrued Interest (per
Minimum Denomination) EUR3,607.88 EUR1,737.84 EUR2,723.29 EUR3,057.53 EUR74.32
---------------------------- ---------------- ---------------- ---------------- ---------------- ----------------
Purchase Price (per Minimum
Denomination) EUR107,497.62 EUR54,834.83 EUR111,450.04 EUR115,854.72 EUR117,287.90
---------------------------- ---------------- ---------------- ---------------- ---------------- ----------------
Settlement
On the Settlement Date, Citigroup will pay, or procure the
payment of, the relevant Purchase Price plus Accrued Interest to
all Noteholders whose Offers to Sell have been validly accepted by
Citigroup pursuant to the Terms and Conditions, subject to receipt
of the relevant Notes. The Settlement Date is expected to be 24
January 2018.
Notes in respect of which Citigroup has not accepted an Offer to
Sell will remain outstanding subject to the terms and conditions of
such Notes.
Further Information
A complete description of the terms and conditions of the
Solicitation of Offers to Sell is set out in the Memorandum.
Citigroup Global Markets Limited, CaixaBank S.A., ING Bank N.V. and
Natixis are the Joint Dealer Managers for the Solicitation of
Offers to Sell.
Requests for information in relation to the Solicitation of
Offers to Sell should be directed to:
JOINT DEALER MANAGERS
Citigroup Global Markets CaixaBank S.A.
Limited Calle Pintor Sorolla
Citigroup Centre 2-4
Canada Square 46002 Valencia
Canary Wharf Spain
London E14 5LB Telephone: +34 91 700
United Kingdom 56 08 / 09 / 10
Telephone: +44 20 7986 Email: mlafont@caixabank.com;
8969 araguilar@caixabank.com;
Email: liabilitymanagement.europe@citi.com natalia.garcia@caixabank.com;
Attn: Liability Management lst.originacion.rf@lacaixa.es
Group Attn: Miguel Lafont,
Alvaro Aguilar, Natalia
Garcia
ING Bank N.V. NATIXIS
Foppingadreef 7 30, avenue Pierre Mendès
1102 BD Amsterdam France
The Netherlands 75013 Paris
Telephone: +31 20 563 France
8017
Email: liability.management@ing.com Telephone: +33 1 58
Attn: Liability Management 55 80 98 / +33 1 58
Group 55 88 36
Email: liability-management-corporate@natixis.com
Attn: Liability Management
A copy of the Memorandum is available to eligible persons upon
request from the Tender Agent:
THE TENDER AGENT
Lucid Issuer Services Limited
Tankerton Works
12 Argyle Walk
London WC1H 8HA
United Kingdom
Attn.: David Shilson
Tel.: +44 207 704 0880
Email: gn@lucid-is.com
Further details relating to the contents of this announcement
can be obtained from:
Gas Natural Capital Markets, S.A.
Avenida de San Luis, 77,
28033 Madrid
Spain
Attention: Enrique Berenguer Marsal (Sole Administrator)
Email: eberenguer@gasnaturalfenosa.com
Gas Natural Fenosa Finance B.V.
Barbara Strozzilaan 201
1083 HN Amsterdam
The Netherlands
Attention: Enrique Berenguer Marsal (Managing Director)
Email: eberenguer@gasnaturalfenosa.com
This information is provided by RNS
The company news service from the London Stock Exchange
END
RTEFKNDNPBKDPDB
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January 23, 2018 10:36 ET (15:36 GMT)
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