Source - RNS
RNS Number : 1272M
Northumbrian Water Finance PLC
10 October 2016



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 whom, it is unlawful to make such offer under applicable securities laws or otherwise. The distribution of this announcement in certain jurisdictions (in particular the United States, the United Kingdom, Belgium, France and the Republic of Italy) may be restricted by law. See the section entitled "Offer Restrictions" in the Memorandum (as defined below). 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 announcements on 29 September 2016 and 10 October 2016, Northumbrian Water Finance Plc (the "Company") hereby announces the final results and pricing of its invitation to holders of its £300,000,000 6 per cent. Guaranteed Bonds due 2017 (ISIN: XS0139335029) (the "Bonds") issued by the Company 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.

The Expiration Deadline of the Tender Offer was 4.00 p.m. (London time) on 7 October 2016.

Final Results and Pricing

Final pricing of the Tender Offer took place today, 10 October 2016. If the Company decides to accept any Bonds for purchase pursuant to the Tender Offer, the cash purchase price that the Company will pay for the Bonds will be as indicated in the following table. As the aggregate principal amount of the Bonds validly tendered pursuant to the Tender Offer exceeded the Maximum Purchase Amount of £120,002,000, the Company intends (if it decides to accept any Bonds for purchase) to accept Bonds for purchase on a pro-rata basis, subject to a pro-ration factor of 59.45 per cent.


Final Acceptance Amount:

£120,002,000 (being equal of the Maximum Purchase Amount)

Purchase Price per £1,000 in principal amount of Bonds:


Accrued Interest:

0.016 per cent.

Reference Yield

0.193 per cent.

Pro-ration factor

59.450 per cent.


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.


Subject to the satisfaction of the New Issue Condition, the Purchase Price, together with Accrued Interest, will be paid to Bondholders whose Bonds have been accepted for purchase by the Company on the Settlement Date which is expected to be 12 October 2016.

Bonds which the Company has not accepted for purchase pursuant to the Tender Offer will remain outstanding subject to the terms and conditions of such 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:


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


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



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 Company 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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