TIDMNG. TIDM46QK TIDM35DT
RNS Number : 1586Z
National Grid PLC
10 January 2011
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). SEE "OFFER AND
DISTRIBUTION RESTRICTIONS" BELOW.
10 January 2011
NATIONAL GRID PLC (National Grid), NATIONAL GRID ELECTRICITY
TRANSMISSION PLC (NGET)AND NATIONAL GRID GAS PLC (NGG)
LAUNCH CASH TENDER OFFERS
National Grid announces that it is inviting holders of its
outstanding EUR600,000,000 5.00 per cent. Instruments due 2018
(ISIN: XS0170798325) (the 2018 Notes) and its outstanding
EUR1,000,000,000 4.125 per cent. Instruments due 2013 (ISIN:
XS0247626962) (the March 2013 Notes), NGET announces that it is
inviting holders of its outstanding EUR600,000,000 6.625 per cent.
Instruments due 2014 (ISIN: XS0403509341) (the 2014 Notes) and NGG
announces that it is inviting holders of its outstanding
EUR800,000,000 5.125 per cent. Instruments due 2013 (ISIN:
XS0363740985) (the May 2013 Notes and,together with the 2018 Notes,
the March 2013 Notes and the 2014 Notes, the Notes and each a
Series and all holders of such Notes theNoteholders) to tender
their Notes for purchase by National Grid, NGET or NGG, 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 10 January 2011 (the
Tender Offer Memorandum) prepared by National Grid, NGET and NGG 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, NGET or NGG, as applicable, will pay for Notes
validly tendered and accepted by it for purchase pursuant to the
Offer(s) made by it, a cash purchase price (each a Purchase Price)
expressed as a percentage and determined by reference to the sum
(each sum, a Purchase Yield) of the relevant Purchase Spread, as
determined pursuant to the modified Dutch auction procedure
described in the Tender Offer Memorandum (the Modified Dutch
Auction Procedure) and the relevant Interpolated Mid-Swap Rate.
National Grid, NGET or NGG, 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 Prices 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 (as
defined below) (expected to be 18 January 2011) (the Pricing Time).
Each Purchase Price is intended to reflect a yield to maturity of
the relevant Notes on the Settlement Date based on the relevant
Purchase Yield.
National Grid, NGET or NGG, as applicable, will determine, in
its sole discretion, the aggregate nominal amount of the Notes (if
any) of each Series (each such amount, a Series Acceptance Amount)
that it will accept for purchase pursuant to the Offer(s) made by
it, and the aggregate of each Series Acceptance Amount (the Total
Acceptance Amount) will be determined by National Grid, NGET and
NGG, in their sole discretion, on the Business Day following the
Expiration Deadline. It is the current intention of National Grid,
NGET and NGG that the Total Acceptance Amount will be an amount of
up to EUR450,000,000 in aggregate nominal amount of the Notes
validly tendered for purchase pursuant to the Offers, although
National Grid, NGET and NGG reserve the right, in their sole
discretion, to accept significantly more than or significantly less
than such amount, or to accept none of such Notes, for purchase
pursuant to any or all of the Offers. Accordingly, the application
of the Total Acceptance Amount and each Series Acceptance Amount
could result in National Grid, NGET and/or NGG accepting for
purchase more or less (or none) of the Notes of one Series as
compared to the other Series.
A summary of terms relevant to the Offers appears below:
ISIN / Outstanding Benchmark Maximum Total Acceptance
Common Code nominal amount Purchase Amount
Spread
The XS0170798325 EUR600,000,000 Interpolated +58 bps An amount determined
2018 / 017079832 mid-swap by National Grid,
Notes rate NGET and NGG in
their sole
discretion,
currently intended
to be up to
EUR450,000,000
(subject as provided
in the Tender Offer
Memorandum)
The XS0247626962 EUR1,000,000,000 Interpolated +15 bps
March / 024762696 mid-swap
2013 rate
Notes
The XS0403509341 EUR600,000,000 Interpolated +28 bps
2014 / 040350934 mid-swap
Notes rate
The XS0363740985 EUR800,000,000 Interpolated +17 bps
May / 036374098 mid-swap
2013 rate
Notes
In order to participate in an Offer, Noteholders must validly
tender their relevant 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 17 January 2011, 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.
Tender Instructions may be submitted on a "non-competitive" or a
"competitive" basis as described in the Tender Offer
Memorandum.
Each of National Grid, NGET or NGG, as applicable, may, in its
sole discretion, extend, re-open, amend, waive any condition of or
terminate the Offer(s) made by it 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:
Event Time and Date
Commencement of the Offers 10 January 2011
Expiration Deadline 4.00 p.m. (London time) on
17 January 2011
Announcement of Offer Results On the Business Day following the
Announcement of whether National above Expiration Deadline before the
Grid, NGET and NGG will accept valid Pricing Time.
tenders of Notes for purchase
pursuant to the Offers and, if
accepted, (i) the Purchase Spreads,
(ii) the Total Acceptance Amount,
(iii) the Series Acceptance Amounts,
and (iv) any Scaling Factors.
Pricing Time Determination of the At or around 2.00 p.m. (London time)
Interpolated Mid-Swap Rates and on the Business Day following the
calculation of the Purchase Prices. above Expiration Deadline.
Announcement of Pricing Announcement As soon as reasonably practicable
of (i) the Interpolated Mid-Swap after the Pricing Time.
Rates, (ii) the Purchase Prices for
Notes accepted for purchase pursuant
to the Offers, and (iii) the Accrued
Interest for the Notes.
Settlement Date 21 January 2011
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.
ING Bank N.V., Lloyds TSB Bank plc, Societe Generale and
UniCredit Bank AG 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
ING Bank N.V. Lloyds TSB Bank plc 10 Gresham Street
Foppingadreef 7 London EC2V 7AE United Kingdom
1102 BD Amsterdam ZO Telephone: +44 20 7158 3981
The Netherland Attention: Liability Management
Telephone: +31 20 563 8975 Email:
Attention: +31 20 501 3888 liability.management@lloydsbanking.co
Email: syndicate@ing.be m
Societe Generale SG House 41 Tower UniCredit Bank AG
Hill London EC3N 4SG United Kingdom Arabellastrasse 12
Telephone: +44 20 7676 7579 81925 Munich
Attention: Liability Management - GCM Germany
Email: Telephone: +49 89 378 159 59
liability.management@sgcib.com Attention: Legal, Compliance,
Documentation
Email: mcd2@unicreditgroup.de
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: Thomas Choquet
Email: ngrid@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, NGET, NGG, the Dealer Managers or the Tender Agent nor any of
their respective directors, employees or affiliates makes any
recommendation as to 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, NGET, NGG, 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 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 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 Societa 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, financiere 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 qualifies), 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 monetaire 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 Autorite des Marches Financiers.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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