TIDMNG. TIDM82ET
RNS Number : 5521K
National Grid PLC
29 August 2019
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 (SEE "OFFER AND DISTRIBUTION RESTRICTIONS" BELOW).
NGG FINANCE PLC ANNOUNCES TARGET ACCEPTANCE AMOUNT FOR ITS TER
OFFER
29 August 2019
Further to its announcement dated 27 August 2019, NGG Finance
plc (the Offeror) announces today the Target Acceptance Amount for
its invitation to holders of its outstanding EUR1,250,000,000 Fixed
Rate Resettable Capital Securities due 2076 (ISIN: XS0903531795)
(the Capital Securities) to tender their Capital Securities for
purchase by the Offeror for cash subject to the satisfaction (or
waiver) of the New Issue Condition (such invitation, the
Offer).
The Target Acceptance Amount, which is the maximum aggregate
principal amount of Capital Securities the Offeror proposes to
accept for purchase pursuant to the Offer, has been set at
EUR1,250,000,000. Accordingly, if the Offeror decides to accept any
Capital Securities for purchase pursuant to the Offer, it currently
intends to accept all Capital Securities validly tended pursuant to
the Offer with no pro rata scaling (although the Offeror reserves
the right, in its sole discretion, to accept significantly less
than such amount, or to accept none of such Capital Securities, as
further described in the tender offer memorandum dated 27 August
2019 (the Tender Offer Memorandum) prepared by the Offeror in
connection with the Offer).
The Offer is being made on the terms and subject to the
conditions contained in the Tender Offer Memorandum, and is subject
to the offer restrictions set out below and as more fully described
in the Tender Offer Memorandum. Capitalised terms used but not
otherwise defined in this announcement shall have the meanings
given to them in the Tender Offer Memorandum.
Holders are advised to read carefully the Tender Offer
Memorandum for full details of, and information on the procedures
for participating in, the Offer.
For detailed terms of the Offer please refer to the Tender Offer
Memorandum which (subject to distribution restrictions) can be
obtained from the Tender Agent referred to below.
Barclays Bank PLC (Telephone: +44 20 3134 8515; Attention:
Liability Management Group; Email: eu.lm@barclays.com); BNP Paribas
(Telephone: +44 20 7595 8668; Attention: Liability Management
Group; Email: liability.management@bnpparibas.com); Goldman Sachs
International (Telephone: +44 20 7552 6157; Attention: Liability
Management Group; Email: liabilitymanagement.eu@gs.com); and J.P.
Morgan Securities plc (Telephone: +44 20 7134 2468; Attention:
Liability Management; Email: emea_lm@jpmorgan.com) are acting as
Dealer Managers for the Offer.
Lucid Issuer Services Limited (Telephone: +44 20 7704 0880;
Attention: David Shilson / Thomas Choquet; Email:
ngrid@lucid-is.com) is acting as Tender Agent for the Offer.
DISCLAIMER This announcement must be read in conjunction with
the Tender Offer Memorandum. This announcement and the Tender Offer
Memorandum contain important information which should be read
carefully before any decision is made with respect to the Offer. If
any Holder is in any doubt as to the contents of the Tender Offer
Memorandum or the action it should take, it is recommended to seek
its own financial and legal advice, including as to any tax
consequences, from its broker, bank manager, solicitor, accountant
or other independent financial, tax or legal adviser. Any
individual or company whose Capital Securities are held on its
behalf by a broker, dealer, bank, custodian, trust company or other
nominee must contact such entity if it wishes to tender such
Capital Securities pursuant to the Offer. None of the Offeror, NG,
the Dealer Managers or the Tender Agent nor any of their respective
directors, employees or affiliates makes any recommendation as to
whether Holders should tender Capital Securities pursuant to the
Offer. None of the Offeror, NG, the Dealer Managers or the Tender
Agent (or any of their respective directors, employees or
affiliates) is providing Holders with any legal, business, tax or
other advice in this announcement. Holders should consult with
their own advisers as needed to assist them in making an investment
decision and to advise them whether they are legally permitted to
tender Capital Securities for cash.
OFFER AND DISTRIBUTION RESTRICTIONS
Neither this announcement nor the Tender Offer Memorandum
constitutes an offer or an invitation to participate in the Offer
in any jurisdiction in which, or to any person to or from whom, it
is unlawful to make such offer or invitation or for there to be
such participation under applicable securities laws. The
distribution of this announcement and/or the Tender Offer
Memorandum in certain jurisdictions may be restricted by law.
Persons into whose possession this announcement and/or the Tender
Offer Memorandum come(s) are required by each of the Offeror, NG,
the Dealer Managers and the Tender Agent to inform themselves
about, and to observe, any such restrictions. Nothing in this
announcement nor the Tender Offer Memorandum constitutes (i) an
offer to buy or a solicitation of an offer to sell the Capital
Securities (and tenders of Capital Securities in the Offer will not
be accepted from any Holders) in any circumstances in which such
offer or solicitation is unlawful or (ii) an offer to sell or a
solicitation of an offer to buy the New Capital Securities or the
guarantee thereof. In any jurisdiction where the securities, blue
sky or other laws require the Offer to be made by a licensed broker
or dealer and any of the Dealer Managers or any of the Dealer
Managers' respective affiliates is such a licensed broker or dealer
in such jurisdiction, the Offer shall be deemed to be made by such
Dealer Manager or such affiliate, as the case may be, on behalf of
the Offeror in such jurisdiction.
No action has been or will be taken in any jurisdiction in
relation to the New Capital Securities or the guarantee thereof
that would permit a public offering of securities and the minimum
denomination of the New Capital Securities will be GBP100,000.
United States
The Offer is not being made, and will not be made, directly or
indirectly in or into, or by use of the mail of, or by any means or
instrumentality of interstate or foreign commerce of, or of any
facilities of a national securities exchange of, the United States.
This includes, but is not limited to, facsimile transmission,
electronic mail, telex, telephone, the internet and other forms of
electronic communication. Accordingly, copies of this announcement,
the Tender Offer Memorandum and any other documents or materials
relating to the Offer are not being, and must not be, directly or
indirectly mailed or otherwise transmitted, distributed or
forwarded (including, without limitation, by custodians, nominees
or trustees) in or into the United States or to any person located
or resident in the United States and the Capital Securities cannot
be tendered in the Offer by any such use, means, instrumentality or
facility or from within the United States or by any person located
or resident in the United States. Any purported tender of Capital
Securities in the Offer resulting directly or indirectly from a
violation of these restrictions will be invalid and any purported
tender of Capital Securities made by any person located in the
United States or any agent, fiduciary or other intermediary acting
on a non-discretionary basis for a principal giving instructions
from within the United States will be invalid and will not be
accepted.
Each holder of Capital Securities participating in the Offer
will represent that it is not located in the United States and is
not participating in the 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 the
Offer from the United States. For the purposes of this and the
above paragraph, United States means 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.
Italy
None of the Offer, this announcement, the Tender Offer
Memorandum or any other document or materials relating to the Offer
have been submitted to the clearance procedures of the Commissione
Nazionale per le Società e la Borsa (CONSOB) pursuant to Italian
laws and regulations. The Offer is being carried out in 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. Accordingly,
Holders or beneficial owners of the Capital Securities that are
located in Italy can tender Capital Securities for purchase
pursuant to the Offer through authorised persons (such as
investment firms, banks or financial intermediaries permitted to
conduct such activities in Italy in accordance with the Financial
Services Act, CONSOB Regulation No. 20307 of 15 February 2018, as
amended from time to time, and Legislative Decree No. 385 of 1
September 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 Capital Securities and/or the Offer.
United Kingdom
The communication of this announcement, the Tender Offer
Memorandum and any other documents or materials relating to the
Offer is not being made and such documents and/or materials have
not been approved by an authorised person for the purposes of
section 21 of the Financial Services and Markets Act 2000.
Accordingly, such documents and/or materials are not being
distributed to, and must not be passed on to, the general public in
the United Kingdom. The communication of such documents and/or
materials as a financial promotion is only being made to those
persons in the United Kingdom falling within the definition of
investment professionals (as defined in Article 19(5) of the
Financial Services and Markets Act 2000 (Financial Promotion) Order
2005 (the Financial Promotion Order)) or persons who are within
Article 43 of the Financial Promotion Order or any other persons to
whom it may otherwise lawfully be made under the Financial
Promotion Order.
France
The Offer is not being made, directly or indirectly, to the
public in the Republic of France (France). Neither this
announcement, the Tender Offer Memorandum nor any other document or
materials relating to the Offer has been or shall be distributed to
the public in France and only (i) providers of investment services
relating to 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), in each case, other than individuals
acting for their own account, all as defined in, and in accordance
with, Articles L.411-1, L.411-2 and D.411-1 of the French Code
monétaire et financier, are eligible to participate in the Offer.
Neither this announcement nor the Tender Offer Memorandum has been
or will be submitted for clearance to or approved by the Autorité
des Marchés Financiers.
This information is provided by RNS, the news service of the
London Stock Exchange. RNS is approved by the Financial Conduct
Authority to act as a Primary Information Provider in the United
Kingdom. Terms and conditions relating to the use and distribution
of this information may apply. For further information, please
contact rns@lseg.com or visit www.rns.com.
END
TENFMGZRRLVGLZG
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