TIDMAG41 TIDMTTM
RNS Number : 1416L
Northumbrian Water Finance PLC
29 September 2016
NORTHUMBRIAN WATER FINANCE PLC
LAUNCHES TER OFFER FOR BONDS
LAUNCH ANNOUNCEMENT
NOT FOR DISTRIBUTION TO ANY PERSON RESIDENT AND/OR LOCATED IN
THE UNITED STATES
This announcement does not constitute an invitation to
participate in the Tender Offer 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,
Belgium, France and the Republic of Italy) may be restricted by
law. See "Offer Restrictions" below. Persons into whose possession
this document comes are required by the Company, the Guarantor and
the Dealer Managers (each as defined herein) 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 Company, the Guarantor or the Dealer Managers.
London, 29 September 2016
Northumbrian Water Finance Plc (the "Company") hereby announces
that it is inviting holders of its outstanding GBP300,000,000 6 per
cent. Guaranteed Bonds due 2017 (ISIN: XS0139335029) (the "Bonds")
issued by the Company and guaranteed by Northumbrian Water Limited
(the "Guarantor") to tender their Bonds for purchase by the Company
for cash on the terms of and subject to the conditions described in
the tender offer memorandum dated 29 September 2016 (the
"Memorandum") (including the New Issue Condition) (the "Tender
Offer").
The Memorandum prepared in connection with the Tender Offer is
subject to the jurisdictional restrictions set out below.
Capitalised terms used in this announcement and not otherwise
defined have the meanings ascribed to them in the Memorandum.
ISIN/Common Maturity Aggregate Reference Repurchase Maximum
Code Date principal Treasury Spread Purchase
amount Security Amount
outstanding
----------------------- --------- --------------- --------------------- ----------- ---------------
XS0139335029/013933502 11 GBP300,000,000 UKT 1.00% +25 GBP120,000,000
October due 7 bps
2017 September
2017 (GB00B7F9S958)
----------------------- --------- --------------- --------------------- ----------- ---------------
The Company proposes to accept for purchase an aggregate
principal amount of Bonds of up to GBP120,000,000 (the "Maximum
Purchase Amount"), subject to the Company's right to increase or
decrease that amount by any amount at its sole discretion and for
any reason. The Company may, in its sole discretion, extend, amend
or terminate the Tender Offer at any time (subject to applicable
law and as provided in the Memorandum).
New Issue Condition
The Company announced today its intention to issue new
Sterling-denominated bonds due 2026 and guaranteed by the Guarantor
(the "New Issue"). Any bonds issued pursuant to the New Issue will
be in bearer form in minimum denominations of GBP100,000 and
integral multiples of GBP1,000 in excess thereof. The purchase of
any Bonds by the Company pursuant to the Tender Offer is subject
also, without limitation, to the successful completion (in the sole
determination of the Company) of the New Issue (the "New Issue
Condition").
The Company is not under any obligation to accept for purchase
any Bonds tendered pursuant to the Tender Offer. The acceptance for
purchase by the Company of Bonds pursuant to the Tender Offer is at
the sole discretion of the Company and tenders may be rejected by
the Company for any reason.
The Company reserves the right at any time to waive any or all
of the Conditions of the Tender Offer (including, but not limited
to, the New Issue Condition as set out in this announcement).
The New Issue, and the guarantee thereof, are not being, and
will not be, offered or sold in the United States. Nothing in this
Memorandum constitutes an offer to sell or the solicitation of an
offer to buy the New Issue, 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 U.S.
Securities Act of 1933, as amended (the "Securities Act"). The New
Issue, 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 Issue to permit a public offering of
securities.
Rationale for the Tender Offer and proposed New Issue
The Tender Offer is part of the Company's and Guarantor's
liability management activities. The purpose of the Tender Offer
and the Company's proposed New Issue is to extend the Company's
debt maturity profile and raise new finance for the general
corporate purposes of the Company. Bonds purchased by the Company
pursuant to the Tender Offer will be cancelled and will not be
re-issued or re-sold.
Purchase Price and Offer Period
The amount payable per GBP1,000 principal amount of the Bonds
will be the sum of (i) the Purchase Price (expressed as a
percentage and as defined herein) in respect of the Bonds
multiplied by GBP1,000 and (ii) accrued and unpaid interest on
GBP1,000 principal amount of the Bonds from, and including, the
immediately preceding interest payment date for the Bonds up to,
but excluding, the Settlement Date (the "Accrued Interest").
The purchase price for the Bonds accepted for purchase
("Purchase Price") will be determined in the manner described in
the Memorandum by the Company by reference to the Repurchase Yield
at the Pricing Time on the Pricing Date.
Each Bondholder may submit, subject to any earlier deadline set
by an intermediary and/or each Clearing System, an Electronic
Instruction Notice from and including 29 September 2016 to 4:00
p.m. London time on 7 October 2016 with respect to the Bonds (the
"Expiration Deadline") (the "Offer Period"). The Company may
extend, amend or terminate the Tender Offer at any time (subject to
applicable law and as provided in the Memorandum).
Acceptance and Settlement
The Company will announce its decision of whether or not it will
accept (subject to the satisfaction of the New Issue Condition on
or prior to the Settlement Date) any Bonds for purchase on the date
of the Announcement of Final Results and Pricing (expected to be as
soon as reasonably possible following the Pricing Time on the
Pricing Date). The Pricing Date shall be the date on which the
Company determines the Reference Yield in respect of the Tender
Offer which is expected to be 10 October 2016.
The Company is under no obligation to accept any tender of Bonds
for purchase. The acceptance of Bonds validly tendered and not
validly withdrawn pursuant to the Tender Offer for purchase by the
Company is at the sole discretion of the Company and tenders of
Bonds for purchase may be rejected by the Company for any
reason.
Subject to the preceding paragraph, the Company intends to
accept Bonds validly tendered for purchase until either (i) it has
accepted all of the Bonds validly tendered and eligible for
purchase, or (ii) the aggregate principal amount of all Bonds which
have been accepted is the maximum amount that can be accepted
without exceeding the Maximum Purchase Amount. Where the acceptance
of all Bonds validly tendered for purchase would require a greater
principal amount of Bonds to be accepted than the Maximum Purchase
Amount, the Company intends to accept such Bonds validly tendered
for purchase on a pro-rata basis (as described in the Memorandum in
the section "Terms and Conditions relating to the Tender Offer"
under the heading "Acceptance of Bonds validly tendered for
purchase; Pro-Rata Allocation").
Bonds which have not been validly accepted and purchased by the
Company will remain outstanding subject to the terms and conditions
of such Bonds and will be returned to the respective Bondholders as
soon as possible after the Settlement Date.
To validly tender Bonds pursuant to the Tender Offer, a
Bondholder should deliver, or arrange to have delivered on its
behalf, via the relevant Clearing System and in accordance with the
requirements of such Clearing System and the procedures set out in
the Memorandum in the section "Procedures for Participating in the
Tender Offer", a valid Electronic Instruction Notice that is
received by the Tender Agent by the Expiration Deadline.
On the Settlement Date or, in the event of an extension of the
Offer Period, on such later date as is notified to Bondholders by
the Company, the Company will pay, or procure the payment of, the
Purchase Price plus the Accrued Interest Amount to all Bondholders
whose Bonds were validly tendered and accepted for purchase by the
Company in accordance with the terms and subject to the conditions
set out in the Memorandum, subject to receipt of the Bonds.
Expected Timetable
Commencement of Offer 29 September 2016
Period
Tender Offer and proposed
New Issue announced.
The Memorandum is available
from the Tender Agent,
and notice of the Tender
Offer delivered to the
Clearing Systems for
communication to Direct
Participants.
Expiration Deadline 7 October 2016, 4:00
Final deadline for receipt p.m. (London time)
of valid Electronic Instruction
Notices by the Tender
Agent in order for Bondholders
to be able to participate
in the Tender Offer.
Announcement of indicative Expected to be 10 October
results of Tender Offer 2016
Announcement by the Company
of a non-binding indication
of each of (i) the Maximum
Purchase Amount, (ii)
the Final Acceptance
Amount and (iii) any
pro-ration of tenders
(if applicable).
Pricing Date and Pricing Expected to be 10 October
Time 2016
Determination of the The Pricing Time is expected
Reference Yield and calculation to be at or around 11:00
of the Purchase Price. a.m. (London time) on
the Pricing Date.
Announcement of Final As soon as practicably
Results and Pricing possible following the
Announcement by the Company Pricing Time.
of whether the Company
will accept (subject
to the satisfaction of
the New Issue Condition
on or prior to the Settlement
Date) Bonds validly tendered
for purchase pursuant
to the Tender Offer and;
if so accepted, (i) the
Maximum Purchase Amount,
(ii) the Final Acceptance
Amount and any pro-ration
factor and (iii) the
Purchase Price and the
Accrued Interest Amount
for the Bonds accepted
for purchase.
Settlement Date Expected to be 12 October
Subject to the satisfaction 2016
of the New Issue Condition,
payment of the Purchase
Price and Accrued Interest
Amount for the Bonds
accepted for purchase
and settlement of such
purchases.
Further Information
A complete description of the terms and conditions of the Tender
Offer is set out in the Memorandum. Barclays Bank PLC, Lloyds Bank
plc, RBC Europe Limited and The Royal Bank of Scotland plc are the
Dealer Managers for the Tender Offer.
Requests for information in relation to the Tender Offer should
be directed to:
DEALER MANAGERS
Barclays Lloyds Bank RBC Europe The Royal
Bank PLC plc Limited Bank of Scotland
5 The North 10 Gresham Riverbank plc
Colonnade Street House 135 Bishopsgate
Canary Wharf London EC2V 2 Swan Lane London EC2M
London 7AE London EC4R 3UR
E14 4BB 3BF
---------------------------- ---------------------------- ---------------------------- ----------------------------
Telephone: Telephone: Telephone: Telephone:
+44 20 3134 +44 20 7158 +44 20 7029 +44 20 7678
8515 1721 7420 5282
Email: eu.lm@barclays.com Email: Email: Email:
Attn: Liability liability.management@lloyd liability.management@rbccm liabilitymanagement@rbs.co
Management sbanking.com .com m
Group Attn: Liability Attn: Liability Attn: Liability
Management Management Management
Group
---------------------------- ---------------------------- ---------------------------- ----------------------------
Requests for information in relation to the procedures for
participating in the Tender Offer and submitting an Electronic
Instruction Notice should be directed to:
THE TER AGENT
Lucid Issuer Services Limited
Tankerton Works
12 Argyle Walk
London WC1H 8HA
United Kingdom
Telephone: +44 20 7704 0880
Email: nwg@lucid-is.com
Attention: David Shilson
A copy of the Memorandum is available to eligible persons upon
request from the Tender Agent.
Each Bondholder is solely responsible for making its own
independent appraisal of all matters as such Bondholder deems
appropriate and each Bondholder must make its own decision as to
whether to tender any or all of its Bonds for purchase pursuant to
the Tender Offer. None of the Dealer Managers, the Tender Agent or
any of their respective directors, employees or affiliates makes
any representation or recommendation whatsoever regarding, or takes
any responsibility for, this announcement or the Memorandum or the
Tender Offer, and none of the Company, the Guarantor, the Dealer
Managers or the Tender Agent or any of their respective bodies,
affiliates, agents or employees makes any recommendation in this
announcement or the Memorandum or otherwise as to whether or not
Bondholders should participate in the Tender Offer.
This announcement must be read in conjunction with the
Memorandum. This announcement and the Memorandum contain important
information which should be read carefully before any decision is
made with respect to the Tender Offer. If any holder is in any
doubt as to the action it should take, it is recommended to seek
its own advice, including as to any tax consequences, from its
stockbroker, bank manager, solicitor, accountant or other
independent adviser.
Offer Restrictions
This announcement and the Tender Offer do not constitute an
offer to buy or the solicitation of an offer to sell the Bonds in
any jurisdiction in which such offer or solicitation is unlawful,
and Electronic Instruction Notices by Bondholders originating from
any jurisdiction in which such offer or solicitation is unlawful
will be rejected.
In those jurisdictions where the securities laws or other laws
require the Tender Offer to be made by a licensed broker or dealer,
the invitation to participate in the Tender Offer shall be deemed
to be made on behalf of the Company by one or more registered
brokers or dealers licensed under the laws of such jurisdiction.
Neither the delivery of this announcement or the Tender Offer nor
any purchase of Bonds shall, under any circumstances, create any
implication that there has been no change in the affairs of the
Company or the Guarantor since the date hereof, or that the
information herein is correct as of any time subsequent to the date
hereof.
United States
The Tender Offer is not being made, and will not be made,
directly or indirectly, in or into, or by use of the mails, or by
any means or instrumentality (including, without limitation:
facsimile transmission, telex, telephone, e-mail and other forms of
electronic transmission) of interstate or foreign commerce, or of
any facility of a national securities exchange, of the United
States, and Bonds may not be offered for sale by any such use,
means, instrumentality or facility from or within the United States
or by persons located or resident in the United States as defined
in Regulation S of the Securities Act. Accordingly, copies of this
announcement, the Memorandum and any related documents are not
being and must not be directly or indirectly distributed,
forwarded, mailed, transmitted or sent into or from the United
States (including without limitation by any custodian, nominee,
trustee or agent). Persons receiving this announcement and the
Memorandum (including, without limitation, custodians, nominees,
trustees or agents) must not distribute, forward, mail, transmit or
send them or any related documents in, into or from the United
States or use such mails or any such means, instrumentality or
facility in connection with the Tender Offer. Any purported tender
of Bonds in the Tender Offer made by a resident of the United
States, by any agent, fiduciary or other intermediary acting on a
non-discretionary basis for a principal giving instructions from
within the United States, or by any US person (as defined in
Regulation S under the Securities Act) or by use of such mails or
any such means, instrumentality or facility, will not be
accepted.
Each holder of Bonds participating in the Tender Offer will
represent that it is not located in the United States and is not
participating in such Tender Offer from the United States or it is
acting on a non-discretionary basis for a principal located outside
the United States that is not giving an order to participate in
such Tender Offer from the United States.
For purposes of this announcement and the Memorandum, "United
States" refers to the United States of America, its territories and
possessions, any State of the United States and the District of
Columbia.
United Kingdom
This announcement and the Memorandum have been issued by the
Company and are being distributed only to existing holders of the
Bonds. The Memorandum is only addressed to such existing holders
being investment professionals and high net worth
companies/undertakings each within the meaning of the Financial
Services and Markets Act 2000 (Financial Promotions) Order 2005
(the "Order"), or other persons to whom it can lawfully be
communicated under the Order. The Memorandum is not addressed to or
directed at any other person, including any persons who would be
retail clients within the meaning of the Financial Conduct
Authority (the "FCA") rules and such other persons should not act
or rely on it.
Belgium
In Belgium, the Tender Offer will not, directly or indirectly,
be made to, or for the account of, any person other than to
qualified investors referred to in Article 10, -- 1 of the Belgian
law on the public offering of investment instruments and the
admission of investment instruments to trading on regulated markets
dated 16 June 2006 (the "Belgian Prospectus Law"). This
announcement, the Memorandum or any other documentation or material
relating to the Tender Offer has not been and will not be submitted
to the Financial Services and Markets Authority ("Authorité des
services et marches financiers / Autoriteit voor financiële
diensten en markten") for approval. Accordingly, in Belgium, the
Tender Offer may not be made by way of a public offer within the
meaning of articles 3, --1 and 6 of the Belgian act on public
takeover offers dated 1 April 2007 (the "Belgian Takeover Act") or
as defined in Article 3 of the Belgian Prospectus Law. Therefore,
the Tender Offer may not be promoted vis-à-vis, and are not being
made to, any person in Belgium (with the exception of "qualified
investors" within the meaning of article 10, -- 1 of the Belgian
Prospectus Law that are acting for their own account). This
announcement, the Memorandum and any other documentation or
material relating to the Tender Offer (including memorandums,
information circulars, brochures or similar documents) have not
been forwarded or made available to, and are not being forwarded or
made available to, directly or indirectly, any such person. With
regard to Belgium, this announcement and Memorandum have been
transmitted only for personal use by the aforementioned qualified
investors and only for the purpose of the Tender Offer.
Accordingly, the information contained in this announcement and the
Memorandum may not be used for any other purpose or be transmitted
or disclosed to any other person in Belgium.
Republic of France
The Tender Offer is not being made, directly or indirectly, to
the general public in the Republic of France. This announcement,
the Memorandum or any other documentation or material relating to
the Tender Offer (including memorandums, information circulars,
brochures or similar documents) have not been distributed to, and
or are not being distributed to, the general public in the Republic
of France. Only (i) persons that provide investment services in the
field of portfolio management for the account of third parties
(personnes fournissant le service d'investissement de gestion de
portefeuille pour compte de tiers) and/or (ii) qualified investors
(investisseurs qualifiés) (that are not individuals) acting for
their own account, in each case as defined in or pursuant to
articles L.411, L.411-2 and D.411-1 of the French Code Monétaire et
Financier, may participate in the Tender Offer. The Memorandum has
not been submitted to the clearance procedures of the Authorité des
Marchés Financiers.
Republic of Italy
None of the Tender Offer, this announcement, the Memorandum or
any other documents or materials relating to the Tender Offer have
been or will be submitted to the clearance procedure of the
Commissione Nazionale per le Società e la Borsa ("CONSOB") pursuant
to Italian laws and regulations. The Tender Offer is being carried
out in the Republic of Italy as an exempted offer pursuant to
article 101-bis, paragraph 3-bis of the Legislative Decree No. 58
of 24 February 1998, as amended (the "Financial Services Act") and
article 35-bis, paragraph 4 of CONSOB Regulation No. 11971 of 14
May 1999, as amended (the "Issuers' Regulation"), as the case may
be. The Tender Offer is also being carried out in compliance with
article 35-bis, paragraph 7 of the Issuers' Regulation.
A holder of Bonds located in the Republic of Italy can tender
the Bonds through authorised persons (such as investment firms,
banks or financial intermediaries permitted to conduct such
activities in the Republic of Italy in accordance with the
Financial Services Act, CONSOB Regulation No. 16190 of 29 October
2007, as amended from time to time, and Legislative Decree No. 385
of September 1, 1993, as amended) and in compliance with applicable
laws and regulations or with requirements imposed by CONSOB or any
other Italian authority.
Each intermediary must comply with the applicable laws and
regulations concerning information duties vis-à-vis its clients in
connection with the Bonds or the Tender Offer.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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