Source - RNS
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 £300,000,000 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 £120,002,000, (ii) it intends to accept £120,002,000 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
5 The North Colonnade
Canary Wharf
London E14 4BB

Lloyds Bank plc

10 Gresham Street

London EC2V 7AE

Telephone: +44 20 3134 8515
Email: [email protected]
Attention: Liability Management Group

Telephone: +44 20 7158 1721

Email: [email protected]

Attention: Liability Management

 

RBC Europe Limited

Riverbank House

2 Swan Lane

London EC4R 3BF

 

The Royal Bank of Scotland plc

135 Bishopsgate

London EC2M 3UR

 

Telephone: +44 20 7029 7420

Email: [email protected]

Attn: Liability Management Group

Telephone: +44 20 7678 5282

Email: [email protected]

Attention: Liability Management

 

THE TENDER AGENT

     Lucid Issuer Services Limited

Tankerton Works

12 Argyle Walk

London WC1H 8HA

 

Telephone: +44 20 7704 0880

Email: [email protected]

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.

 


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