TIDMPNN
RNS Number : 3323S
Pennon Group PLC
16 March 2021
Pennon Group plc Announces Tender Offer
for its GBP100,000,000 Variable Rate Notes due 2022
THIS ANNOUNCEMENT RELATES TO THE DISCLOSURE OF INFORMATION THAT
QUALIFIED OR MAY HAVE QUALIFIED AS INSIDE INFORMATION FOR THE
PURPOSES OF ARTICLE 7 OF THE MARKET ABUSE REGULATION (EU) 596/2014
AS IT FORMS PART OF DOMESTIC LAW BY VIRTUE OF THE EUROPEAN UNION
(WITHDRAWAL) ACT 2018.
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 OR IN OR INTO ANY OTHER JURISDICTION WHERE IT IS
UNLAWFUL TO RELEASE, PUBLISH OR DISTRIBUTE THIS ANNOUNCEMENT (SEE
"OFFER AND DISTRIBUTION RESTRICTIONS" BELOW)
16 March 2021 . Pennon Group plc[1] (the Company) announces
today an invitation to holders of its GBP100,000,000 Variable Rate
Notes due 2022 (ISIN: XS0311717929) (the Notes) to tender such
Notes for purchase by the Company for cash (such invitation, the
Offer). The Offer is being made on the terms and subject to the
conditions contained in the tender offer memorandum dated 16 March
2021 (the Tender Offer Memorandum) prepared by the Company, and is
subject to the offer restrictions set out below and as more fully
described in the Tender Offer Memorandum.
For detailed terms of the Offer, please refer to the Tender
Offer Memorandum, copies of which are (subject to distribution
restrictions) available from the Tender Agent as set out below.
Capitalised terms used in this announcement but not defined have
the meanings given to them in the Tender Offer Memorandum.
Rationale for the Offer
The Offer is being made to efficiently manage the Company's
finance costs, following the sale of Viridor early this financial
year.
Notes purchased by the Company pursuant to the Offer are
expected to be cancelled and will not be re-issued or re-sold.
Summary of the Offer
A summary of certain of the terms of the Offer appears
below:
Outstanding Amount
Description ISIN/ Common Principal Purchase subject
of the Notes Code Maturity Date Amount Benchmark Security Spread to the Offer
--------------- ------------- -------------- --------------- --------------------- --------------- -------------
GBP100,000,000 XS0311717929 13 July 2022 GBP100,000,000 0.50 per cent. UK 25 basis Any and all
Variable Rate / 031171792 Treasury Gilt due points
Notes due 2022 July 2022 (ISIN: (determined on
GB00BD0PCK97) a semi-annual
basis)
Details of the Offer
Purchase Price and Accrued Coupon Amount
The Company will pay, for Notes accepted by it for purchase
pursuant to the Offer, a cash purchase price (the Purchase Price)
to be determined at or around 2.00 p.m. (London time) on 24 March
2021 (the Pricing Time) in the manner described in the Tender Offer
Memorandum by reference to the sum (expressed as a percentage
rounded to the third decimal place (with 0.0005 being rounded
upwards)) (such sum, the Purchase Yield) of (i) the purchase spread
of 25 bps (determined on a semi-annual basis) (the Purchase Spread)
and (ii) the Benchmark Security Rate.
The Purchase Price will be determined in accordance with market
convention and expressed as a percentage of the principal amount of
the Notes accepted for purchase pursuant to the Offer (rounded to
the nearest 0.001 per cent., with 0.0005 per cent. rounded
upwards), and is intended to reflect a yield to the scheduled
maturity date of the Notes on the Settlement Date equal to the
Purchase Yield. Specifically, the Purchase Price will equal (a) the
value of all remaining payments of principal and coupon amounts on
the Notes up to and including maturity, discounted to the
Settlement Date at a discount rate equal to the Purchase Yield,
minus (b) the Accrued Coupon Amount.
The Company will also pay an Accrued Coupon Amount Payment in
respect of Notes accepted by it for purchase pursuant to the
Offer.
Tender Instructions
In order to participate in, and be eligible to receive the
Purchase Price and the Accrued Coupon Amount Payment pursuant to,
the Offer, Holders must validly tender their Notes 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 23 March 2021 unless extended, re-opened,
amended and/or terminated as provided 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 Notes of no less than GBP50,000, being the
minimum denomination of the Notes, and may be submitted in integral
amounts of GBP50,000 thereafter.
Indicative Timetable for the Offer
Events Times and Dates
--------------------------------------------------------- ---------------------------------------------------------
Commencement of the Offer
Announcement of Offer. Tender Offer Memorandum available 16 March 2021
from the Tender Agent.
Expiration Deadline
Final deadline for receipt of valid Tender Instructions 4.00 p.m. (London time) on 23 March 2021
by the Tender Agent in order for Holders
to be able to participate in the Offer.
Pricing Time
Determination of the Benchmark Security Rate and At or around 2.00 p.m. (London time) on 24 March 2021
calculation of the Purchase Yield and Purchase
Price.
Announcement of Results
Announcement of whether the Company will accept valid As soon as reasonably practicable after the Pricing Time
tenders of Notes for purchase pursuant
to the Offer and, if so accepted, the aggregate
principal amount of the Notes accepted for
purchase, the Benchmark Security Rate, the Purchase
Yield and the Purchase Price.
Settlement Date
Expected Settlement Date for the Offer. 26 March 2021
The Company may, in its sole discretion, extend, re-open, amend
or terminate the Offer at any time (subject to applicable law and
as provided in the Tender Offer Memorandum) and the above times and
dates are subject to the right of the Company to so extend,
re-open, amend and/or terminate the Offer.
Holders are advised to check with any bank, securities broker or
other intermediary through which they hold Notes 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. The deadlines set by any such intermediary and each
Clearing System for the submission and revocation of Tender
Instructions will be earlier than the relevant deadlines set out
above and in the Tender Offer Memorandum.
Unless stated otherwise, announcements in connection with the
Offer will be made by the Company by (i) publication through RNS
and (ii) the delivery of notices to the Clearing Systems for
communication to Direct Participants. Such announcements may also
be made (a) on the relevant Reuters Insider Screen and/or (b) by
the issue of a press release to a Notifying News Service. Copies of
all such announcements, press releases and notices can also be
obtained upon request from the Tender Agent, the contact details
for which are 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 Manager for information using the contact details below.
The Offer has been considered by a significant investor who
holds, in aggregate 50 per cent. of the outstanding principal
amount of the Notes. The investor has informed the Company that
they find the Offer acceptable and that, subject to client and
other approvals, they intend to participate in the Offer in respect
of their holdings of Notes. The investor has advised the Company
that this recommendation relates only to the Offer set out in the
Tender Offer Memorandum and does not relate to any future offers or
proposals which the Company may make. Holders should nonetheless
undertake their own detailed assessment of the Offer.
Holders are advised to read carefully the Tender Offer
Memorandum for full details of and information on the procedures
for participating in the Offer.
Barclays Bank PLC is acting as Dealer Manager for the Offer and
Lucid Issuer Services Limited is acting as Tender Agent.
Questions and requests for assistance in connection with the
Offer may be directed to the Dealer Manager.
The Dealer Manager
Barclays Bank PLC
5 The North Colonnade
Canary Wharf
London E14 4BB
Telephone: +44 203 134 8515
Attention: Liability Management Group
Email: eu.lm@barclays.com
Questions and requests for assistance in connection with the
procedures for participating in the Offer, including the delivery
of Tender Instructions, may be directed to the Tender Agent.
The Tender Agent
Lucid Issuer Services Limited
Tankerton Works
12 Argyle Walk
London WC1H 8HA
Telephone: +44 20 7704 0880
Attention: Owen Morris
Email: pennon@lucid-is.com
This announcement is released by Pennon Group 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 as it forms part of domestic law by virtue
of the European Union (Withdrawal) Act 2018 (UK MAR), encompassing
information relating to the Offer described above. For the purposes
of UK MAR and Article 2 of Commission Implementing Regulation (EU)
2016/1055 as it forms part of domestic law by virtue of the
European Union (Withdrawal) Act 2018, this announcement is made by
Simon Pugsley, Group General Counsel and Company Secretary at
Pennon Group 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 this announcement
and/or the Tender Offer Memorandum or the action it should take, it
is recommended to seek its own financial and legal advice,
including in respect of any tax consequences, immediately from its
broker, bank manager, solicitor, accountant or other independent
financial, tax or legal adviser. Any individual or company whose
Notes 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 Notes pursuant to the Offer. The Dealer
Manager is acting exclusively for the Company and no one else in
connection with the arrangements described in this announcement and
the Tender Offer Memorandum and will not be responsible to any
Holder for providing the protections which would be afforded to
customers of the Dealer Manager or for advising any other person in
connection with the Offer. None of the Company, the Dealer Manager
or the Tender Agent has made or will make any assessment of the
merits and risks of the Offer or of the impact of the Offer on the
interests of the Holders either as a class or as individuals, and
none of them makes any recommendation as to whether Holders should
tender Notes pursuant to the Offer. None of the Company, the Dealer
Manager 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 and/or the
Tender Offer Memorandum. 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
Notes 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 invitation or to participate in the Offer
under applicable securities laws. The distribution of this
announcement and 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 Company, the Dealer Manager and
the Tender Agent to inform themselves about, and to observe, any
such restrictions. Neither this announcement nor the Tender Offer
Memorandum constitutes an offer to buy or a solicitation of an
offer to sell Notes (and tenders of Notes in the Offer will not be
accepted from Holders) in any circumstances in which such offer or
solicitation is unlawful. In those jurisdictions where the
securities, blue sky or other laws require the Offer to be made by
a licensed broker or dealer and the Dealer Manager or any of its
affiliates is such a licensed broker or dealer in any such
jurisdiction, the Offer shall be deemed to be made by the Dealer
Manager or such affiliate, as the case may be, on behalf of the
Company in such jurisdiction.
United States. The Offer is not being made, and will not be
made, directly or indirectly in or into, or by use of the mails 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. The Notes may
not be tendered in the Offer 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 U.S. Securities Act of 1933, as amended (the
Securities Act). 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 persons located
or resident in the United States. Any purported tender of Notes in
the Offer resulting directly or indirectly from a violation of
these restrictions will be invalid and any purported tender of
Notes made by a 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. Neither this announcement
nor the Tender Offer Memorandum is an offer to buy or sell, or a
solicitation of an offer to sell or buy, any Notes or other
securities in the United States. Each holder of Notes participating
in the Offer will represent that it is not located in the United
States and it 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 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 and any other documents or materials relating to the
Offer has been or will be 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 the Republic of Italy (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. Holders or beneficial owners
of the Notes that are located in Italy may tender their Notes in
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 Notes 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. This announcement, the Tender Offer Memorandum and any
other document or material relating to the Offer have only been and
shall only be distributed in the Republic of France to qualified
investors as defined in Article 2(e) of Regulation (EU) 2017/1129.
None of this announcement, the Tender Offer Memorandum or any other
document or material relating to the Offer have been or will be
submitted for clearance to or approved by the Autorité des Marchés
Financiers.
[1] LEI: 213800V1CCTS41GWH423
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March 16, 2021 03:00 ET (07:00 GMT)
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