TIDMNG. TIDM82ET
RNS Number : 2612K
National Grid PLC
27 August 2019
THIS ANNOUNCEMENT RELATES TO THE DISCLOSURE OF INFORMATION THAT
QUALIFIED OR MAY HAVE QUALIFIED AS INSIDE INFORMATION WITHIN THE
MEANING OF ARTICLE 7(1) OF THE MARKET ABUSE REGULATION (EU)
596/2014.
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 LAUNCHES CASH TER OFFER
27 August 2019
NGG Finance plc (the Offeror) announces today that it is
inviting 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 Offer is being made on the terms and subject to the
conditions contained in the tender offer memorandum dated 27 August
2019 (the Tender Offer Memorandum) prepared by the Offeror in
connection with the Offer, 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.
Summary
A summary of certain key terms relevant to the Offer appears
below:
Description of ISIN / Common Code First Optional Outstanding Purchase Yield* Amount subject to
the Capital Redemption Date Principal Amount the Offer
Securities
------------------ ------------------- ------------------ ------------------- ---------------- ------------------
Fixed Rate XS0903531795 / 18 June 2020 EUR1,250,000,000 -0.25 per cent. An aggregate
Resettable 090353179 principal amount
Capital to be determined
Securities due and announced by
2076 the Offeror as
set out in
the Tender Offer
Memorandum
* For information purposes only, the Purchase Price will, when determined in the manner described
in the Tender Offer Memorandum on the basis of a yield to the first optional redemption date
of the Capital Securities (being 18 June 2020) and a Settlement Date of 5 September 2019,
be 103.537 per cent. Should the Settlement Date differ from 5 September 2019, the Purchase
Price will be recalculated, all as further described in the Tender Offer Memorandum.
Rationale
The rationale of the Offer, and the intended issuance of New
Capital Securities (as defined below) is, amongst other things, to
proactively manage the Offeror's hybrid capital. The Offer also
provides qualifying Holders with the opportunity to switch into the
New Capital Securities ahead of the first call date for the Capital
Securities. The transaction is expected to be equity credit neutral
for NG.
The Offeror intends to cancel any Capital Securities purchased
by the Offeror pursuant to the Offer following the Settlement
Date.
See also " The Offeror's right to redeem following the
repurchase (and cancellation) or redemption of 80 per cent. of the
Capital Securities" below and "Risk Factors and Other
Considerations" in the Tender Offer Memorandum.
Purchase Price and Accrued Interest Payments
The Offeror will, on the Settlement Date, pay for Capital
Securities validly tendered and accepted by it for purchase
pursuant to the Offer a cash purchase price (the Purchase Price) to
be determined by reference to a fixed purchase yield of -0.25 per
cent. (the Purchase Yield).
The Purchase Price will be determined in accordance with market
convention and expressed as a percentage of the principal amount of
the Capital Securities accepted for purchase (rounded to the
nearest 0.001 per cent., with 0.0005 per cent. being rounded
upwards), and is intended to reflect a yield to 18 June 2020 (being
the first optional redemption date in respect of the Capital
Securities) on the Settlement Date based on the Purchase Yield.
Specifically, the Purchase Price will equal (a) the value of all
remaining payments of principal and interest on the Capital
Securities up to and including 18 June 2020, discounted to the
Settlement Date at a discount rate equal to the Purchase Yield,
minus (b) Accrued Interest.
The Offeror will also pay an Accrued Interest Payment in respect
of Capital Securities accepted for purchase by it pursuant to the
Offer.
In the event of any dispute or controversy regarding the
Purchase Price, Purchase Yield and/or Accrued Interest, the
determination of the Offeror shall be conclusive and binding,
absent any manifest error.
Target Acceptance Amount and Scaling
If the Offeror decides to accept any Capital Securities for
purchase pursuant to the Offer, it proposes that the aggregate
principal amount of Capital Securities it will accept for purchase
pursuant to the Offer will be no greater than an amount (the Target
Acceptance Amount) to be determined by the Offeror by reference to
the aggregate principal amount of the New Capital Securities to be
issued and which it will announce as soon as reasonably practicable
following pricing of the New Capital Securities (expected to be on
29 August 2019), although the Offeror reserves the right, in its
sole discretion, to accept significantly more than or significantly
less than such amount, or to accept none of such Capital
Securities, for purchase pursuant to the Offer (the final aggregate
principal amount accepted for purchase pursuant to the Offer, being
the Final Acceptance Amount).
If the Offeror accepts any Capital Securities for purchase
pursuant to the Offer and the aggregate principal amount of the
Capital Securities validly tendered for purchase is greater than
the Final Acceptance Amount, the Offeror intends to accept such
Capital Securities for purchase on a pro rata basis such that the
aggregate principal amount of Capital Securities accepted for
purchase pursuant to the Offer is no greater than the Final
Acceptance Amount, as further described in the Tender Offer
Memorandum.
New Issue Condition
The Offeror announced today its intention to issue certain new
capital securities (collectively, the New Capital Securities),
guaranteed by National Grid plc (NG). Whether the Offeror will
purchase any Capital Securities validly tendered in the Offer is
subject, without limitation, to the successful completion (in the
sole determination of the Offeror) of the issue of the New Capital
Securities (the New Issue Condition).
Even if the New Issue Condition is satisfied, the Offeror is
under no obligation to accept for purchase any Capital Securities
tendered pursuant to the Offer. The acceptance for purchase by the
Offeror of Capital Securities tendered pursuant to the Offer is at
the sole discretion of the Offeror, and tenders may be rejected by
the Offeror for any reason.
Any investment decision to purchase any New Capital Securities
should be made solely on the basis of the information contained in
the prospectus to be prepared in connection with the issue and
listing of the New Capital Securities (the Prospectus), and no
reliance is to be placed on any representations other than those
contained in the Prospectus.
The New Capital Securities, and the guarantee thereof, are not
being, and will not be, offered or sold in the United States.
Nothing in this announcement and/or the Tender Offer Memorandum
constitutes an offer to sell or the solicitation of an offer to buy
the New Capital Securities, 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 United
States Securities Act of 1933, as amended (the Securities Act). The
New Capital Securities, 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.
Compliance information for the New Capital Securities: MiFID II
professionals/ECPs-only/No PRIIPs KID - eligible counterparties and
professional clients only (all distribution channels). No sales to
EEA retail investors; no key information document has been or will
be prepared. See the Prospectus for further information.
No action has been or will be taken in any jurisdiction in
relation to the New Capital Securities to permit a public offering
of securities.
Allocation of the New Capital Securities
When considering allocation of the New Capital Securities, the
Offeror may give preference to those Holders who, prior to such
allocation, have validly tendered or have given a firm intention to
the Offeror or any Dealer Manager that they intend to tender their
Capital Securities for purchase pursuant to the Offer. Therefore, a
Holder who wishes to subscribe for New Capital Securities in
addition to tendering its existing Capital Securities for purchase
pursuant to the Offer may be eligible to receive, at the sole and
absolute discretion of the Offeror, priority in the allocation of
the New Capital Securities, subject to the issue of the New Capital
Securities and such Holder making a separate application for the
purchase of such New Capital Securities to a Dealer Manager (in its
capacity as a joint lead manager of the issue of the New Capital
Securities) in accordance with the standard new issue procedures of
such Dealer Manager. However, the Offeror is not obliged to
allocate the New Capital Securities to a Holder who has validly
tendered or indicated a firm intention to tender its Capital
Securities for purchase pursuant to the Offer and, if New Capital
Securities are allocated, the principal amount thereof may be less
or more than the principal amount of Capital Securities tendered by
such Holder and accepted for purchase by the Offeror pursuant to
the Offer. Any such allocation will also, among other factors, take
into account the minimum denomination of the New Capital Securities
(being EUR100,000).
The Offeror's right to redeem following the repurchase (and
cancellation) or redemption of 80 per cent. of the Capital
Securities
Under the terms and conditions of the Capital Securities, in the
event that 80 per cent. or more of the principal amount of the
Capital Securities has been repurchased (and cancelled) or redeemed
by the Offeror, NG or any of their respective subsidiaries,
including pursuant to the Offer or otherwise, the Offeror may, at
its option, redeem all (but not some only) of the remaining
outstanding Capital Securities at their principal amount together
with any accrued and unpaid interest (including any deferred
interest) up to (but excluding) the redemption date, subject to the
Offeror having given the holders of the Capital Securities not less
than 30 nor more than 45 days' notice and certain other conditions
being satisfied.
Any future decision by the Offeror to redeem the outstanding
Capital Securities will depend on various factors existing at that
time. No assurance can be given that the 80 per cent. threshold
described above will or will not be met pursuant to the Offer;
furthermore, although there can be no assurance, in the event such
threshold is met, as to whether or when the Offeror will choose to
exercise its option to redeem the Capital Securities, it is the
intention of the Offeror to exercise its option if the size of, and
proceeds from, the issue of the New Capital Securities are
sufficient and the Offeror has accepted all valid tenders of
Capital Securities for purchase pursuant to the Offer in full.
Tender Instructions
In order to participate in, and be eligible to receive the
Purchase Price and Accrued Interest Payment pursuant to, the Offer,
Holders must validly tender their Capital Securities for purchase
by delivering, or arranging to have delivered on their behalf, a
valid Tender Instruction that is received by the Tender Agent by
4.00 p.m. (London time) on 2 September 2019 (the Expiration
Deadline), unless extended, re-opened, amended and/or terminated as
provided in the Tender Offer Memorandum. The deadlines set by any
intermediary or clearing system will be earlier than the deadlines
specified in the Tender Offer Memorandum.
Tender Instructions will be irrevocable except in the limited
circumstances described in the Tender Offer Memorandum.
Tender Instructions must be submitted in respect of a minimum
principal amount of Capital Securities of no less than EUR100,000,
being the minimum denomination of the Capital Securities, and may
be submitted in integral multiples of EUR1,000 thereafter. A
separate Tender Instruction must be completed on behalf of each
beneficial owner.
The Offeror may, in its sole discretion, extend, re-open, amend,
waive any condition of or terminate the Offer made by it at any
time (subject to applicable law), all as further described in the
Tender Offer Memorandum.
Unless stated otherwise, announcements in connection with the
Offer will be made through RNS and/or the issue of a press release
to a Notifying News Service and may also be made by the delivery of
notices to the Clearing Systems for communication to Direct
Participants. Copies of all such announcements, press releases and
notices can also be obtained from the Tender Agent, the contact
details for which can be found below. Significant delays may be
experienced where notices are delivered to the Clearing Systems,
and Holders are urged to contact the Tender Agent for the relevant
announcements during the course of the Offer. In addition, Holders
may contact the Dealer Managers for information, the contact
details for which can be found below.
The anticipated transaction timetable is summarised below:
Events Times and Dates
Commencement of the Offer
Offer announced. Tender Offer Memorandum available from 27 August 2019
the Tender Agent and notice of the
Offer delivered to the Clearing Systems for communication
to Direct Participants.
Announcement of the Target Acceptance Amount
Announcement of the Target Acceptance Amount for the As soon as reasonably practicable following pricing of
Offer. the New Capital Securities, and expected
to be on 29 August 2019
Expiration Deadline
Final deadline for receipt of valid Tender Instructions 4.00 p.m. (London time) on
by the Tender Agent in order for Holders 2 September 2019
to be able to participate in the Offer.
Announcement of Results
Announcement of whether (subject to satisfaction or As soon as reasonably practicable on 3 September 2019
waiver of the New Issue Condition on or
prior to the Settlement Date) the Offeror will accept
valid tenders of Capital Securities
pursuant to the Offer and, if so accepted, the aggregate
principal amount of Capital Securities
accepted for purchase pursuant to the Offer, confirmation
of the Purchase Price, and any Scaling
Factor (if applicable).
Settlement Date
Expected settlement date for the Offer. 5 September 2019
This is an indicative timetable and may be subject to change.
Holders are advised to check with any bank, securities broker or
other intermediary through which they hold Capital Securities when
such intermediary would need to receive instructions from a Holder
in order for that Holder to be able to participate in, or (in the
limited circumstances in which revocation is permitted) revoke
their instruction to participate in, the Offer by the deadlines set
out above.
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).
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.
This announcement is released by NGG Finance plc and contains
information that qualified or may have qualified as inside
information for the purposes of Article 7 of the Market Abuse
Regulation (EU) 596/2014 (MAR), encompassing information relating
to the Offer described above. For the purposes of MAR and Article 2
of Commission Implementing Regulation (EU) 2016/1055, this
announcement is made by Clive Burns (Clive.Burns@nationalgrid.com),
Head of Company Secretariat at National Grid plc.
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
TENEANPXAFLNEEF
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