TIDMNG. TIDM87QJ
RNS Number : 6686P
National Grid PLC
21 July 2010
NOT FOR 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 OR TO ANY PERSON LOCATED
OR RESIDENT IN THE REPUBLIC OF ITALY (Italy).
21 JULY 2010
NATIONAL GRID PLC (National Grid) AND NGG FINANCE PLC (NGGF)
LAUNCH CASH TENDER OFFERS
National Grid announces that it is inviting holders of its outstanding
GBP414,000,000 6.125 per cent. Instruments due April 2014 (ISIN: XS0412068453)
(the Sterling Fixed Rate Notes) and EUR750,000,000 Floating Rate Instruments due
2012 (ISIN: XS0267821394) (the Floating Rate Notes) and NGGF announces that it
is inviting holders of its EUR750,000,000 6.125 per cent. Guaranteed Bonds due
2011 (ISIN: XS0133729771) (the Euro Fixed Rate Notes and, together with the
Sterling Fixed Rate Notes and the Floating Rate Notes, the Notes and each a
Series and all holders of such Notes the Noteholders) to tender their Notes for
purchase by National Grid or NGGF, as the case may be, for cash (each such
invitation, an Offer and together, the Offers).
The Offers are made on the terms and subject to the conditions contained in the
tender offer memorandum dated 21 July 2010 (the Tender Offer Memorandum)
prepared by National Grid and NGGF in connection with the Offers, and is subject
to the offer and distribution 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 meaning given to them in
the Tender Offer Memorandum.
Noteholders are advised to read carefully the Tender Offer Memorandum for full
details of, and information on the procedures for participating in, the Offers.
National Grid or NGGF, as applicable, will pay for Notes validly tendered and
accepted by it for purchase pursuant to the relevant Offer, a cash purchase
price (each a Purchase Price) expressed as a percentage and determined (i) in
the case of the Floating Rate Notes, pursuant to a modified Dutch auction
procedure, as further described in the Tender Offer Memorandum (the Modified
Dutch Auction Procedure), and (ii) in the case of the Fixed Rate Notes, by
reference to the sum (each sum, a Purchase Yield) of the relevant Purchase
Spread, as determined pursuant to the Modified Dutch Auction Procedure, and (A)
in the case of the Sterling Fixed Rate Notes, the Benchmark Security Rate and
(B) in the case of the Euro Fixed Rate Notes, the Interpolated Mid-Swap Rate.
National Grid and/or NGGF, as applicable, will also pay an Accrued Interest
Payment in respect of Notes accepted for purchase pursuant to the Offers, all as
further described in the Tender Offer Memorandum.
The final determination of the Purchase Price for the Floating Rate Notes will
be made on the Business Day following the Expiration Deadline before the Pricing
Time.
The final determination of the Purchase Prices for the Fixed Rate Notes will be
made in accordance with market convention at or around 2.00 p.m. (London time)
on the Business Day following the Expiration Deadline (expected to be Thursday,
29 July 2010) (the Pricing Time) and is intended to reflect a yield to maturity
of the relevant Fixed Rate Notes on the Settlement Date based on the relevant
Purchase Yield.
National Grid and NGGF together propose to accept for purchase pursuant to the
Offers up to EUR450,000,000 (or the equivalent amount in pounds sterling) in
aggregate nominal amount of the Notes validly tendered for purchase pursuant to
the Offers (the Maximum Acceptance Amount), subject to the right of National
Grid and/or NGGF, in their sole discretion, to accept a greater amount of Notes
for purchase pursuant to any or all of the Offers or none of such Notes.
Accordingly, this could result in National Grid and/or NGGF accepting for
purchase more or less (or none) of the Notes of one Series as compared to the
other Series.
A summary of the terms appears below:
+----------+--------------+----------------+---------------+----------+----------+--------------+
| | ISIN / | Outstanding | Benchmark | Maximum | Minimum | Maximum |
| | Common | nominal | |Purchase |Purchase | Acceptance |
| | Code | amount | | Spread | Price | Amount |
+----------+--------------+----------------+---------------+----------+----------+--------------+
| The |XS0412068453 |GBP414,000,000 | 5 per | +140 | - | Up to |
|Sterling | / 041206845 | | cent. | bps | |EUR450,000,000 |
| Fixed | | | UK | | | (or the |
| Rate | | | Treasury | | | equivalent |
| Notes | | | Gilt due | | | amount in |
| | | | 2014 | | | pounds |
| | | | (ISIN: | | | sterling) |
| | | |GB0031829509) | | | (subject to |
| | | | | | |the right of |
| | | | | | | National |
| | | | | | | Grid and/or |
| | | | | | | NGGF to |
| | | | | | | amend such |
| | | | | | | amount as |
| | | | | | | provided in |
| | | | | | | the Tender |
| | | | | | | Offer |
| | | | | | | Memorandum) |
+----------+--------------+----------------+---------------+----------+----------+ +
| The |XS0267821394 | EUR720,000,000 | - | - | 99.75 | |
|Floating | / 026782139 | | | | per | |
| Rate | | | | | cent. | |
| Notes | | | | | | |
+----------+--------------+----------------+---------------+----------+----------+ +
| The |XS0133729771 | EUR690,803,000 | Interpolated | +25 | - | |
| Euro | / 013372977 | | euro swap | bps | | |
| Fixed | | | rate | | | |
| Rate | | | | | | |
| Notes | | | | | | |
+----------+--------------+----------------+---------------+----------+----------+--------------+
In order to participate in an Offer, Noteholders 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 Wednesday, 28 July 2010, unless extended, re-opened, amended
and/or terminated as provided in the Tender Offer Memorandum (the Expiration
Deadline). 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.
National Grid and/or NGGF may, in their sole discretion, extend, re-open, amend,
waive any condition of, and/or terminate the Offers at any time (subject to
applicable law), all as further described in the Tender Offer Memorandum.
Unless stated otherwise, announcements in connection with the Offers will be
made through RNS and/or the issue of a press release to a Notifying News Service
and may also be found on the relevant Reuters International Insider Screen and
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 Noteholders are urged to contact the
Tender Agent for the relevant announcements during the course of the Offers. In
addition, holders of Notes 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 | Wednesday, |
| of the | 21 July |
| Offers | 2010 |
+---------------+-------------+
| Expiration | 4.00 |
| Deadline | p.m. |
| | (London |
| | time) |
| | on |
| | Wednesday, |
| | 28 July |
| | 2010 |
+---------------+-------------+
| Announcement | |
| of Offer | On the |
| Results | Business |
| Announcement | Day |
| of whether | following |
| National | the above |
| Grid and | Expiration |
| NGGF will | Deadline |
| accept valid | before the |
| tenders of | Pricing |
| Notes for | Time. |
| purchase | |
| pursuant to | |
| the Offers | |
| and, if | |
| accepted, | |
| (i) the | |
| Floating | |
| Rate | |
| Purchase | |
| Price, (ii) | |
| the Purchase | |
| Spreads, | |
| (iii) the | |
| Series | |
| Acceptance | |
| Amounts, | |
| (iv) any | |
| Scaling | |
| Factors, and | |
| (v) Accrued | |
| Interest for | |
| the Floating | |
| Rate Notes. | |
+---------------+-------------+
| Pricing | |
| Time | At or |
| Determination | around |
| of the | 2.00 |
| Benchmark | p.m. |
| Security Rate | (London |
| and the | time) |
| Interpolated | on the |
| Mid-Swap Rate | Business |
| and | Day |
| calculation | following |
| of the | the above |
| relevant | Expiration |
| Purchase | Deadline. |
| Prices for | |
| the Fixed | |
| Rate Notes. | |
+---------------+-------------+
| Announcement | |
| of Pricing | As |
| of Fixed | soon |
| Rate Notes | as |
| Announcement | reasonably |
| of (i) the | practicable |
| Interpolated | after the |
| Mid-Swap | Pricing |
| Rate, (ii) | Time. |
| the | |
| Benchmark | |
| Security | |
| Rate, (iii) | |
| the Purchase | |
| Prices for | |
| Fixed Rate | |
| Notes | |
| accepted by | |
| National | |
| Grid and | |
| NGGF for | |
| purchase | |
| pursuant to | |
| the Offers, | |
| and (iv) | |
| Accrued | |
| Interest for | |
| the Fixed | |
| Rate Notes. | |
+---------------+-------------+
| Settlement | Tuesday, |
| Date | 3 August |
| | 2010 |
+---------------+-------------+
This is an indicative timetable and may be subject to change. Noteholders are
advised to check with any bank, securities broker or other intermediary through
which they hold Notes when such intermediary needs to receive instructions from
a Noteholder in order for that Noteholder to be able to participate in, or (in
the limited circumstances in which revocation is permitted) revoke their
instruction to participate in, the Offers by the deadlines set out above.
BNP Paribas and HSBC Bank plc are acting as Dealer Managers for the Offers.
Lucid Issuer Services Limited is acting as Tender Agent. For detailed terms of
the Offers please refer to the Tender Offer Memorandum which (subject to
distribution restrictions) can be obtained from the Dealer Managers and the
Tender Agent referred to below.
+-------------------------------------+---------------------------------+
| DEALER MANAGERS |
+-----------------------------------------------------------------------+
| BNP Paribas | HSBC Bank plc |
| 10 Harewood Avenue | 8 Canada Square |
| London NW1 6AA | London E14 5HQ |
| United Kingdom | United Kingdom |
| Telephone: +44 20 7595 8668 | Telephone: +44 20 7991 5874 |
| Attention: Liability | Attention: Liability |
| Management Group | Management Group |
| Email: | Email: |
|liability.management@bnpparibas.com |liability.management@hsbcib.com |
| | |
+-------------------------------------+---------------------------------+
| TENDER AGENT |
+-----------------------------------------------------------------------+
| Lucid Issuer Services Limited |
| Leroy House |
| 436 Essex Road |
| London N1 3QP |
| United Kingdom |
| Telephone: +44 20 7704 0880 |
| Fax: +44 20 7067 9098 |
| Attention: Sunjeeve Patel and Thomas Choquet |
| Email: nationalgrid@lucid-is.com |
| |
+-------------------------------------+---------------------------------+
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
Offers. If any Noteholder is in any doubt as to the action it should take, it
is recommended to seek its own financial advice, including as to any tax
consequences, from its stockbroker, bank manager, solicitor, accountant or other
independent financial 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 Notes in the Offers.
None of National Grid, NGGF, the Dealer Managers or the Tender Agent nor any of
their respective directors, employees or affiliates makes any recommendation
whether Noteholders should tender Notes in the Offers.
OFFER AND DISTRIBUTION RESTRICTIONS
Neither this announcement nor the Tender Offer Memorandum constitutes an
invitation to participate in the Offers in any jurisdiction in which, or to any
person to or from whom, it is unlawful to make such invitation or for there to
be such participation 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 comes are required by each of National Grid, NGGF,
the Dealer Managers and the Tender Agent to inform themselves about, and to
observe, any such restrictions.
United States
The Offers are 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 Offers 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 Notes cannot be tendered in the
Offers 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 Notes resulting directly or indirectly from a violation of
these restrictions will be invalid and any purported tender of Notes 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 Notes participating in an Offer will represent that it is not
located in the United States and is not participating in such 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
such Offer from the United States. For the purposes of this and the above
paragraph, United States means 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
The Offers are not being made, directly or indirectly, in the Republic of Italy
(Italy). The Offers, this announcement and the Tender Offer Memorandum have not
been submitted to the clearance procedures of the Commissione Nazionale per le
Società e la Borsa (CONSOB) pursuant to Italian laws and regulations.
Accordingly, holders of Notes are notified that, to the extent such holders are
located or resident in Italy, the Offers are not available to them and they may
not tender Notes for purchase pursuant to the Offers and, as such, any Tender
Instructions received from or on behalf of such persons shall be ineffective and
void, and neither this announcement, the Tender Offer Memorandum nor any other
documents or materials relating to the Offers or the Notes may be distributed or
made available in Italy as part of a public purchase or exchange offer (offerta
pubblica di acquisto o di scambio) (as defined in Article 1, paragraph 1(v) of
Italian Legislative Decree No. 58 of 24 February 1998, as amended) from which no
applicable exemption is available.
United Kingdom
The communication of this announcement, the Tender Offer Memorandum and any
other documents or materials relating to the Offers 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.
Insofar as the communication of this announcement, the Tender Offer Memorandum
and any other documents or materials relating to the Offers is made to or
directed at investment professionals (as defined in Article 19(5) of the
Financial Promotion Order), it is made to or directed at persons having
professional experience in matters relating to investments, and any investment
or investment activity to which it relates is available only to such persons or
will be engaged in only with such persons, and persons who do not have
professional experience in matters relating to investments should not rely upon
it.
Belgium
Neither this announcement, the Tender Offer Memorandum nor any other documents
or materials relating to the Offers have been submitted to or will be submitted
for approval or recognition to the Belgian Banking, Finance and Insurance
Commission (Commission bancaire, financière et des assurances/Commissie voor het
Bank-, Financie- en Assurantiewezen) and, accordingly, the Offers may not be
made in Belgium by way of a public offering, as defined in Article 3 of the
Belgian Law of 1 April 2007 on public takeover bids or as defined in Article 3
of the Belgian Law of 16 June 2006 on the public offer of placement instruments
and the admission to trading of placement instruments on regulated markets
(together, the Belgian Public Offer Law), each as amended or replaced from time
to time. Accordingly, the Offers may not be advertised and the Offers will not
be extended, and neither this announcement, the Tender Offer Memorandum nor any
other documents or materials relating to the Offers (including any memorandum,
information circular, brochure or any similar documents) has been or shall be
distributed or made available, directly or indirectly, to any person in Belgium
other than "qualified investors" in the sense of Article 10 of the Belgian
Public Offer Law (as amended from time to time), acting on their own account.
Insofar as Belgium is concerned, this announcement and the Tender Offer
Memorandum have been issued only for the personal use of the above qualified
investors and exclusively for the purpose of the Offers. Accordingly, the
information contained in this announcement and the Tender Offer Memorandum may
not be used for any other purpose or disclosed to any other person in Belgium.
France
The Offers are 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 Offers have 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 to D.411-3 of the French Code monétaire et financier, are
eligible to participate in the Offers. Neither this announcement nor the Tender
Offer Memorandum have been, or will be, submitted for clearance to or approved
by the Autorité des Marchés Financiers.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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