Indicative Results of Tender Offer

Cadent Finance PLC

05 July 2023

 

Cadent Finance plc announces indicative results of its Tender Offer

for its €750,000,000 Fixed Rate Instruments due 2024

THIS ANNOUNCEMENT RELATES TO THE DISCLOSURE OF INFORMATION THAT QUALIFIED OR MAY HAVE QUALIFIED AS INSIDE INFORMATION FOR THE PURPOSES OF ARTICLE 7 OF THE MARKET ABUSE REGULATION (EU) 596/2014 AS IT FORMS PART OF UK DOMESTIC LAW BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018.

NOT FOR RELEASE, PUBLICATION OR 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 OR TO ANY U.S. PERSON (AS DEFINED IN REGULATION S OF THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED) OR IN OR INTO ANY OTHER JURISDICTION WHERE IT IS UNLAWFUL TO RELEASE, PUBLISH OR DISTRIBUTE THIS ANNOUNCEMENT

5 July 2023. Cadent Finance plc (formerly known as National Grid Gas Finance plc) (the Offeror) announces today the indicative results of its invitation to holders of its €750,000,000 Fixed Rate Instruments due 2024 (ISIN: XS1493320656) (the Instruments) guaranteed by Cadent Gas Limited (formerly known as National Grid Gas Distribution Limited) (the Guarantor) to tender their Instruments for purchase by the Offeror for cash (the Offer).

The Offer was announced on 26 June 2023 and was made on the terms and subject to the conditions contained in the tender offer memorandum dated 26 June 2023 (the Tender Offer Memorandum). Capitalised terms used in this announcement but not defined have the meanings given to them in the Tender Offer Memorandum.

The Offeror announced on 29 June 2023 that the Maximum Acceptance Amount is €500,000,000.

The Expiration Deadline for the Offer was 4.00 p.m. (London time) on 4 July 2023. As at the Expiration Deadline, €302,844,000 in aggregate nominal amount of Instruments were validly tendered for purchase pursuant to the Offer.

In the event the Offeror decides to accept valid tenders of Instruments pursuant to the Offer, and the New Issue Condition is satisfied or waived on or prior to the Settlement Date, it expects to set the Final Acceptance Amount at approximately €302,844,000 in aggregate nominal amount of Instruments. On the basis of such expected Final Acceptance Amount, the Offeror expects to accept for purchase Instruments validly tendered in the Offer in full, without pro rata scaling.

Holders should note that this is a non-binding indication of the level at which the Offeror expects to set the Final Acceptance Amount.

Pricing for the Offer will take place at or around 12.00 noon (London time) today (the Pricing Time). As soon as reasonably practicable after the Pricing Time, the Offeror will announce whether it will accept (subject to the satisfaction or waiver of the New Issue Condition on or prior to the Settlement Date) valid tenders of Instruments for purchase pursuant to the Offer and, if so accepted, the Final Acceptance Amount, the Interpolated Mid-Swap Rate, the Purchase Yield, the Purchase Price and details of any pro rata scaling.

Subject to the satisfaction or waiver of the New Issue Condition, the expected Settlement Date for the Offer is 7 July 2023.

Barclays Bank PLC (Telephone: [phone]; Attention Liability Management Group; Email: [e-mail]); BNP Paribas (Telephone: [phone]; Attention: Liability Management Group; Email: [e-mail]); Crédit Agricole Corporate and Investment Bank (Telephone: [phone]; Attention: Liability Management; Email: [e-mail]); Mizuho International plc (Telephone: [phone]; Attention: Liability Management; Email: [e-mail]); SMBC Nikko Capital Markets Limited (Telephone: [phone]; Attention: Liability Management; Email: [e-mail]) are acting as Dealer Managers and Kroll Issuer Services Limited (Telephone: [phone]; Attention: Owen Morris; Email: [e-mail]; Website: https://deals.is.kroll.com/cadent) is acting as Tender Agent.

This announcement is released by the Offeror and contains information that qualified or may have qualified as inside information for the purposes of Article 7 of the Market Abuse Regulation (EU) 596/2014 as it forms part of UK domestic law by virtue of the EUWA (UK MAR), encompassing information relating to the Offer described above. For the purposes of UK MAR and the Implementing Technical Standards, this announcement is made by Tom Sacker (Director of Treasury, Corporate Finance and Planning), as attorney for Cadent Finance plc.

DISCLAIMER This announcement must be read in conjunction with the Tender Offer Memorandum. No offer or invitation to acquire any securities is being made pursuant to this announcement.  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 the Offeror, the Guarantor, the Dealer Managers and the Tender Agent to inform themselves about, and to observe, any such restrictions.

 

END