TIDM43XA
RNS Number : 6576E
Naturgy Capital Markets S.A.
19 October 2018
NATURGY CAPITAL MARKETS, S.A. (FORMERLY, GAS NATURAL CAPITAL
MARKETS, S.A.) AND NATURGY FINANCE B.V. (FORMERLY, GAS NATURAL
FENOSA FINANCE B.V.) ANNOUNCE FINAL RESULTS AND PRICING OF TER
OFFER FOR NOTES ISSUED BY THEM AND GUARANTEED BY NATURGY ENERGY
GROUP, S.A. (FORMERLY, 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 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 the Issuers, the
Guarantor, the Joint Dealer Managers or the Tender Agent.
London, 19 October 2018.
Further to its announcements on 11 October 2018 and 19 October
2018, Naturgy Capital Markets, S.A. (formerly, Gas Natural Capital
Markets, S.A.) ("NCM") and Naturgy Finance B.V. (formerly, Gas
Natural Fenosa Finance B.V.) ("NF", and together with NCM, the
"Issuers" and each an "Issuer") hereby announce the final results
and pricing of NCM's invitation to holders of its EUR500,000,000
5.375 per cent. Guaranteed Notes due May 2019 (ISIN: XS0627188468)
(the "May 2019 Notes"), EUR500,000,000 6.375 per cent. Guaranteed
Notes due July 2019 (ISIN: XS0436928872) (the "July 2019 Notes"),
EUR850,000,000 4.500 per cent. Guaranteed Notes due January 2020
(ISIN: XS0479542580) (the "4.50% January 2020 Notes"),
EUR800,000,000 6.00 per cent. Guaranteed Notes due 2020 (ISIN:
XS0829360923) (the "6.00% January 2020 Notes") and EUR750,000,000
5.125 per cent. Guaranteed Notes due November 2021 (ISIN:
XS0458749826) (the "November 2021 Notes", and together with the May
2019 Notes, the July 2019 Notes, the 4.50% January 2020 Notes and
the 6.00% January 2020 Notes, the "NCM Notes"), and NF's invitation
to holders of its EUR500,000,000 3.500 per cent. Guaranteed Notes
due 15 April 2021 (ISIN: XS0981438582) (the "NF Notes", and
together with the NCM Notes, the "Notes"), in each case guaranteed
by Naturgy Energy Group, S.A. (formerly, Gas Natural SDG, S.A.)
(the "Guarantor") to offer to sell Notes to NCM or NF, as
applicable, 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 11 October 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.
Summary of Results and Pricing
Following the expiration of the Solicitation of Offers to Sell
at 4:00 p.m. (London time) on 18 October 2018 (the "Expiration
Date"), the Issuers hereby announce that:
(i) NCM has accepted for purchase EUR281,050,000 in aggregate
principal amount of the NCM Notes in accordance with the terms and
conditions of the Solicitation of Offers to Sell;
(ii) NCM has accepted in full with no pro-ration all Offers to
Sell in respect of the NCM Notes which were validly submitted by
the Expiration Date;
(iii) NF has accepted for purchase EUR33,300,000 in aggregate
principal amount of the NF Notes in accordance with the terms and
conditions of the Solicitation of Offers to Sell; and
(iv) NF has accepted in full with no pro-ration all Offers to
Sell in respect of the NF 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 May 2019 Notes, July 2019 Notes, 4.50% January 2020
Notes, the 6.00% January 2020 Notes and NF Notes, by the Joint
Dealer Managers by reference to the relevant Purchase Yield and
(ii) in respect of the November 2021 Notes, by reference to the sum
of the Reference Benchmark Yield and the Purchase Spread, as
follows:
Description of May 2019 Notes July 2019 Notes 4.50% January 6.00% January 2020 NF Notes November 2021
Notes / ISIN (XS0627188468) (XS0436928872) 2020 Notes Notes (XS0981438582) Notes
(XS0479542580) (XS0829360923) (XS0458749826)
Maturity Date 24 May 2019 9 July 2019 27 January 2020 27 January 2020 15 April 2021 2 November 2021
------------------- ----------------- ----------------- ------------------- ------------------- -----------------
Minimum
Denomination EUR100,000/100,000 EUR50,000/50,000 EUR50,000/50,000 EUR100,000/100,000 EUR100,000/100,000 EUR50,000/50,000
------------------- ----------------- ----------------- ------------------- ------------------- -----------------
Aggregate
principal
amount
accepted EUR55,800,000 EUR17,500,000 EUR88,150,000 EUR79,300,000 EUR33,300,000 EUR40,300,000
------------------- ----------------- ----------------- ------------------- ------------------- -----------------
Reference Not Applicable Not Applicable Not Applicable Not Applicable Not Applicable November 2021
Benchmark Interpolated
Mid-Swap Rate
------------------- ----------------- ----------------- ------------------- ------------------- -----------------
Reference
Benchmark
Yield Not Applicable Not Applicable Not Applicable Not Applicable Not Applicable 0.056%
------------------- ----------------- ----------------- ------------------- ------------------- -----------------
Purchase Not Applicable Not Applicable Not Applicable Not Applicable Not Applicable -5bps
Spread
------------------- ----------------- ----------------- ------------------- ------------------- -----------------
Purchase Yield -0.30% -0.30% -0.25% -0.25% -0.10% 0.006%
------------------- ----------------- ----------------- ------------------- ------------------- -----------------
Accrued
Interest
(expressed as
a percentage) 2.224% 1.834% 3.304% 4.405% 1.822% 4.971%
------------------- ----------------- ----------------- ------------------- ------------------- -----------------
Purchase Price
(expressed as
a percentage) 103.337% 104.769% 106.031% 107.935% 108.942% 115.509%
------------------- ----------------- ----------------- ------------------- ------------------- -----------------
Settlement
On the Settlement Date, the relevant Issuer 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 that Issuer pursuant to the Terms and Conditions, subject to
receipt of the relevant Notes. The Settlement Date is expected to
be 22 October 2018.
Notes in respect of which an Issuer 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.
Barclays Bank PLC, CaixaBank, S.A. and Citigroup Global Markets
Limited 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
Barclays Bank PLC CaixaBank S.A.
5 The North Colonnade Calle Pintor Sorolla 2-4
Canary Wharf 46002 Valencia
London E14 4BB Spain
United Kingdom Telephone: +34 91 700 56 08
Telephone: +44 (0) 20 3134 8515 / 09 / 10
Email: eu.lm@barclays.com Email: mlafont@caixabank.com;
Attn: Liability Management Group araguilar@caixabank.com; natalia.garcia@caixabank.com;
lst.originacion.rf@lacaixa.es
Attn: Miguel Lafont, Alvaro
Aguilar, Natalia Garcia
Citigroup Global Markets Limited
Citigroup Centre
Canada Square
Canary Wharf
London E14 5LB
United Kingdom
Telephone: +44 20 7986 8969
Email: liabilitymanagement.europe@citi.com
Attn: Liability Management Group
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: naturgy@lucid-is.com
Further details relating to the contents of this announcement
can be obtained from:
Naturgy Capital Markets, S.A.
Avenida de San Luis, 77,
28033 Madrid
Spain
Attention: Enrique Berenguer Marsal (Sole Administrator)
Email: eberenguer@naturgy.com
Naturgy Finance B.V.
Barbara Strozzilaan 201
1083 HN Amsterdam
The Netherlands
Attention: Enrique Berenguer Marsal (Managing Director)
Email: eberenguer@naturgy.com
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of this information may apply. For further information, please
contact rns@lseg.com or visit www.rns.com.
END
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