10th Oct 2016 12:04
NORTHUMBRIAN WATER FINANCE PLCANNOUNCES FINAL RESULTS AND PRICING OF TENDER OFFER
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 (as defined herein) in or from any jurisdiction in or from which, or 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 (in particular the United States, the United Kingdom, Belgium, France and the Republic of Italy) may be restricted by law. See the section entitled "Offer Restrictions" in the Memorandum (as defined below). Persons into whose possession this document comes are required by the Company the Guarantor and the 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 Company, the Guarantor or the Dealer Managers.
London, 10 October 2016.
Further to its announcements on 29 September 2016 and 10 October 2016, Northumbrian Water Finance Plc (the "Company") hereby announces the final results and pricing of its invitation to holders of its £300,000,000 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").
Capitalised terms used in this announcement and not otherwise defined have the meanings ascribed to them in the Memorandum.
The Expiration Deadline of the Tender Offer was 4.00 p.m. (London time) on 7 October 2016.
Final Results and Pricing
Final pricing of the Tender Offer took place today, 10 October 2016. If the Company decides to accept any Bonds for purchase pursuant to the Tender Offer, the cash purchase price that the Company will pay for the Bonds will be as indicated in the following table. As the aggregate principal amount of the Bonds validly tendered pursuant to the Tender Offer exceeded the Maximum Purchase Amount of £120,002,000, the Company intends (if it decides to accept any Bonds for purchase) to accept Bonds for purchase on a pro-rata basis, subject to a pro-ration factor of 59.45 per cent.
Final Acceptance Amount: | £120,002,000 (being equal of the Maximum Purchase Amount) |
Purchase Price per £1,000 in principal amount of Bonds: | £1,055.17 |
Accrued Interest: | 0.016 per cent. |
Reference Yield | 0.193 per cent. |
Pro-ration factor | 59.450 per cent. |
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.
Settlement
Subject to the satisfaction of the New Issue Condition, the Purchase Price, together with Accrued Interest, will be paid to Bondholders whose Bonds have been accepted for purchase by the Company on the Settlement Date which is expected to be 12 October 2016.
Bonds which the Company has not accepted for purchase pursuant to the Tender Offer will remain outstanding subject to the terms and conditions of such Bonds.
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 Bank PLC5 The North ColonnadeCanary WharfLondon E14 4BB | Lloyds Bank plc 10 Gresham Street London EC2V 7AE |
Telephone: +44 20 3134 8515Email: [email protected]: Liability Management Group | Telephone: +44 20 7158 1721 Email: [email protected] Attention: Liability Management
|
RBC Europe Limited Riverbank House 2 Swan Lane London EC4R 3BF
| The Royal Bank of Scotland plc 135 Bishopsgate London EC2M 3UR
|
Telephone: +44 20 7029 7420 Email: [email protected] Attn: Liability Management Group | Telephone: +44 20 7678 5282 Email: [email protected] Attention: Liability Management |
THE TENDER AGENT
Lucid Issuer Services Limited Tankerton Works 12 Argyle Walk London WC1H 8HA
|
Telephone: +44 20 7704 0880 Email: [email protected] Attention: David Shilson |
The Dealer Managers do not take responsibility for the contents of this announcement or the Memorandum. This announcement must be read in conjunction with the Memorandum. 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 from Bondholders originating from any jurisdiction in which such offer or solicitation is unlawful will be rejected. 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.
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