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).
18 January 2011
NATIONAL GRID PLC (National Grid), NATIONAL GRID ELECTRICITY TRANSMISSION PLC (NGET)AND NATIONAL GRID GAS PLC (NGG)
OFFER RESULTS OF CASH TENDER OFFERS
National Grid announces the offer results of its invitations to holders of its outstanding €600,000,000 5.00 per cent. Instruments due 2018 (ISIN: XS0170798325) (the 2018 Notes) and its outstanding €1,000,000,000 4.125 per cent. Instruments due 2013 (ISIN: XS0247626962) (the March 2013 Notes), NGET announces the offer results of its invitation to holders of its outstanding €600,000,000 6.625 per cent. Instruments due 2014 (ISIN: XS0403509341) (the 2014 Notes) and NGG announces the offer results of its invitation to holders of its outstanding €800,000,000 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) 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 were announced on 10 January 2011 and were 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. Capitalised terms used but not otherwise defined in this announcement shall have the meaning given to them in the Tender Offer Memorandum.
The Expiration Deadline for the Offers was 4.00 p.m. (London time) on 17 January 2011.
National Grid, NGET or NGG, as applicable, has determined that the final Purchase Spread for each Series accepted for purchase will be the Maximum Purchase Spread for such Series, being +15 bps in the case of the March 2013 Notes and +17 bps in the case of the May 2013 Notes. Determination of the final Purchase Prices will take place at or around 2.00 p.m. (London time) today (the Pricing Time). As soon as reasonably practicable after the Pricing Time, National Grid, NGET and NGG will announce (i) the Interpolated Mid-Swap Rates, (ii) the Purchase Prices for the March 2013 Notes and the May 2013 Notes accepted for purchase pursuant to the Offers, and (iii) the Accrued Interest for the March 2013 Notes and the May 2013 Notes accepted for purchase pursuant to the Offers.
National Grid, NGET or NGG, as applicable, has determined that the Series Acceptance Amount for each Series will be as follows, and that it has decided to accept for purchase (i) €200,000,000 in aggregate nominal amount of the March 2013 Notes, (ii) €250,000,000 in aggregate nominal amount of the May 2013 Notes, and (iii) zero in respect of each of the 2014 Notes and the 2018 Notes.
Accordingly, National Grid will accept for purchase March 2013 Notes tendered pursuant to valid Non-Competitive Tender Instructions (being Tender Instructions that did not specify a purchase spread or specified a purchase spread greater than or equal to the relevant Maximum Purchase Spread), subject to application of a scaling factor of 48.0 per cent. In addition, NGG will accept for purchase May 2013 Notes tendered pursuant to valid Non-Competitive Tender Instructions, subject to application of a scaling factor of 86.3 per cent.
None of National Grid, NGET or NGG will accept for purchase any March 2013 Notes or May 2013 Notes tendered pursuant to Competitive Tender Instructions, or any 2014 Notes or 2018 Notes tendered for purchase pursuant to the Offers (whether tendered pursuant to Non-Competitive Tender Instructions or Competitive Tender Instructions). Notes validly tendered but not accepted for purchase pursuant to the Offers will be unblocked in the relevant accounts in the Clearing Systems.
The Settlement Date in respect of those March 2013 Notes and May 2013 Notes accepted for purchase pursuant to the Offers is expected to be 21 January 2011.
ING Bank N.V., Lloyds TSB Bank plc, Société Générale 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.
DEALER MANAGERS |
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ING Bank N.V. Foppingadreef 7 1102 BD Amsterdam ZO The Netherland Telephone: +31 20 563 8975 Attention: +31 20 501 3888 Email: syndicate@ing.be
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Lloyds TSB Bank plc 10 Gresham Street London EC2V 7AE United Kingdom Telephone: +44 20 7158 3981 Attention: Liability Management Email: liability.management@lloydsbanking.com |
Société Générale SG House 41 Tower Hill London EC3N 4SG United Kingdom Telephone: +44 20 7676 7579 Attention: Liability Management - GCM Email: liability.management@sgcib.com |
UniCredit Bank AG Arabellastrasse 12 81925 Munich Germany Telephone: +49 89 378 159 59 Attention: Legal, Compliance, Documentation Email: DCMlegal@unicreditgroup.de
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TENDER AGENT |
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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
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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 National Grid, NGET, NGG, the Dealer Managers and the Tender Agent to inform themselves about, and to observe, any such restrictions.