Pennon Group PLC Results Announcement for Pennon notes due 2022 (3946T)
24 Marzo 2021 - 10:26AM
UK Regulatory
TIDMPNN
RNS Number : 3946T
Pennon Group PLC
24 March 2021
Pennon Group plc announces results of its 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.
24 March 2021. Pennon Group plc(1) (the Company) announces today
the results of its 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 was announced on 16 March 2021 and was made on the
terms and subject to the conditions contained in the tender offer
memorandum dated 16 March 2021 (the Tender Offer Memorandum).
Capitalised terms used in this announcement but not defined have
the meanings given to them in the Tender Offer Memorandum.
The Expiration Deadline for the Offer was 4.00 p.m. (London
time) on 23 March 2021. As at the Expiration Deadline,
GBP70,000,000 in aggregate principal amount of the Notes were
validly tendered for purchase pursuant to the Offer.
The Company announces that it has decided to accept for purchase
all Notes validly tendered pursuant to the Offer, at a cash
purchase price 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 has been determined in accordance with market
convention and is 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 equals (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.
A summary of the final results of the Offer appears below:
Principal
Benchmark Amount of
Description ISIN / Common Security Purchase Purchase Purchase Notes accepted
of the Notes Code Rate Spread Yield Price for purchase
--------------- -------------- --------------------- ------------------ ----------- ----------- ----------------
0.50 per
cent. UK 25 basis
GBP100,000,000 Treasury points
Variable Gilt due (determined
Rate Notes XS0311717929 July 2022 on a semi-annual 0.239 103.980
due 2022 / 031171792 (ISIN: GB00BD0PCK97) basis) per cent. per cent. GBP70,000,000
Settlement of the purchase of the relevant Notes pursuant to the
Offer is expected to take place on 26 March 2021. The Company
intends to cancel those Notes accepted for purchase pursuant to the
Offer and such Notes will not be re-issued or re-sold. Following
settlement of the Offer, GBP30,000,000 in aggregate principal
amount of the Notes will remain outstanding.
Barclays Bank PLC (Telephone: +44 20 3134 8515; Attention:
Liability Management Group; Email: eu.lm@barclays.com) is acting as
Dealer Manager and Lucid Issuer Services Limited (Telephone: +44 20
7704 0880; Attention: Owen Morris; Email: pennon@lucid-is.com) is
acting as Tender Agent.
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. No offer or invitation to acquire any
securities is being made pursuant to this announcement. 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 comes are required by each of the Company, the Dealer
Manager and the Tender Agent to inform themselves about, and to
observe, any such restrictions.
(1) LEI: 213800V1CCTS41GWH423
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END
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March 24, 2021 12:26 ET (16:26 GMT)
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