TIDMAG41 TIDMTTM
RNS Number : 1059M
Northumbrian Water Finance PLC
10 October 2016
NORTHUMBRIAN WATER FINANCE PLC
ANNOUNCES INDICATIVE RESULTS 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 any person 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 (including the United States, the United Kingdom,
Belgium, France and the Republic of Italy) may be restricted by
law. 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 announcement on 29 September 2016, Northumbrian
Water Finance Plc (the "Company") hereby announces indicative
results of its invitation to holders of its GBP300,000,000 6 per
cent. Guaranteed Bonds due 2017 (ISIN: XS0139335029) (the "Bonds")
issued by Northumbrian Water Finance Plc 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.
Indicative Results
Following the expiration of the Tender Offer at 4.00 p.m.
(London time) on 7 October 2016 (the "Expiration Deadline"), the
Company hereby announces its non-binding indication that (subject
to confirmation by the Company in its sole and absolute discretion)
(i) the Maximum Purchase Amount will be GBP120,002,000, (ii) it
intends to accept GBP120,002,000 in aggregate principal amount of
the Bonds validly tendered to the Tender Agent pursuant to the
Tender Offer, (being the Final Acceptance Amount), (iii) as a
result of the Maximum Purchase Amount being below the aggregate
principal amount of the Bonds validly tendered to the Tender Agent
pursuant to the Tender Offer, Bonds will be accepted pursuant to
the Tender Offer on a pro-rata basis, subject to a pro-ration
factor of 59.45 per cent.
Pricing and Announcement of Final Results
The Purchase Price for the Bonds accepted for purchase will be
determined at or around 11:00 a.m. (London time) on the Pricing
Date being today, 10 October 2016, in accordance with the terms set
out in the Memorandum by reference to the Reference Yield.
Whether the Company will purchase any Bonds validly tendered
pursuant to the Tender Offer is subject also, without limitation,
to the successful completion (in the sole determination of the
Company) of the New Issue (the "New Issue Condition").The Company
will announce whether the New Issue Condition has been satisfied
and, if so, their decision of whether to accept valid tenders of
Bonds pursuant to the Tender Offer and, if so accepted, the
aggregate principal amount of such Bonds (if any), the Purchase
Price, the Accrued Interest Amount and any pro-ration factor as
soon as practicably possible following the Pricing Time on the
Pricing Date.
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.
No action has been or will be taken in any jurisdiction in
relation to the New Issue to permit a public offering of
securities.
Settlement
If the Company announces that it will accept for purchase Bonds
validly tendered in the Tender Offer all purchases of Bonds
accepted pursuant to the Tender Offer are (subject to confirmation
by the Company in its sole and absolute discretion) expected to be
settled on 12 October 2016 (the "Settlement Date").
Bonds in respect of which the Company does not accept an
Electronic Instruction Notice will remain outstanding subject to
the terms and conditions of the 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 PLC Lloyds Bank plc
5 The North Colonnade 10 Gresham Street
Canary Wharf London EC2V 7AE
London E14 4BB
Telephone: +44 20 3134 Telephone: +44 20 7158
8515 1721
Email: eu.lm@barclays.com Email: liability.management@lloydsbanking.com
Attention: Liability Attention: Liability
Management Group Management
RBC Europe Limited The Royal Bank of Scotland
Riverbank House plc
2 Swan Lane 135 Bishopsgate
London EC4R 3BF London EC2M 3UR
Telephone: +44 20 7029 Telephone: +44 20 7678
7420 5282
Email: liability.management@rbccm.com Email: liabilitymanagement@rbs.com
Attn: Liability Management Attention: Liability
Group Management
THE TENDER AGENT
Lucid Issuer Services
Limited
Tankerton Works
12 Argyle Walk
London WC1H 8HA
Telephone: +44 20
7704 0880
Email: nwg@lucid-is.com
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
Issuer or the Guarantor since the date hereof, or that the
information herein is correct as of any time subsequent to the date
hereof.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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