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Wednesday 01 August, 2018

Wales & West Ut. Ltd

Result of Tender Offer

RNS Number : 4928W
Wales & West Utilities Limited
01 August 2018
 

THIS ANNOUNCEMENT RELATES TO THE DISCLOSURE OF INFORMATION THAT QUALIFIED OR MAY HAVE QUALIFIED AS INSIDE INFORMATION WITHIN THE MEANING OF ARTICLE 7(1) OF THE MARKET ABUSE REGULATION (EU) 596/2014.

NOT FOR DISTRIBUTION IN OR INTO OR TO ANY PERSON LOCATED OR RESIDENT IN THE UNITED STATES, 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 AND THE DISTRICT OF COLUMBIA) (the "United States") OR TO ANY U.S. PERSON (AS DEFINED BELOW).

1 August 2018

WALES & WEST UTILITIES LIMITED

ANNOUNCES FINAL RESULTS OF THE TENDER OFFER

On 23 July 2018, Wales & West Utilities Limited (the "Offeror") launched an invitation to the holders of Wales & West Utilities Finance plc's (the "Issuer") £250,000,000 6.25 per cent. Guaranteed Bonds due 2021 (ISIN: XS0438200361) (the "Notes") to tender their Notes for purchase by the Offeror for cash up to the Maximum Acceptance Amount (the "Offer"). The Offer was made on the terms and subject to the conditions set out in the tender offer memorandum dated 23 July 2018 (the "Tender Offer Memorandum") and was subject to the offer and distribution restrictions set out and more fully described in the Tender Offer Memorandum.

Further to its announcement earlier today, the Offeror now announces that it has decided that it will accept for purchase in cash £124,999,000 in aggregate principal amount of the Notes validly tendered pursuant to the Offer, subject to the satisfaction (or waiver) of the New Financing Condition, with pro rata scaling at a Scaling Factor of 94.67%, as further described in the Tender Offer Memorandum.

Final pricing for the Offer took place at or around 11:00 hours (London time) today, 1 August 2018. The final results of the Offer are as follows:

Summary of the final results

Description of Notes

ISIN

Aggregate principal amount of Notes validly tendered in the Offer

Aggregate principal amount of Notes accepted for purchase pursuant to the Offer

Scaling Factor

Benchmark Reference Security

Benchmark Reference Security Yield

Purchase Yield

Purchase Price

Accrued Interest (per £1,000 in aggregate principal amount of Notes accepted for purchase)











£250,000,000 6.25 per cent. Guaranteed  Bonds due 2021

XS0438200361

£135,273,000

£124,999,000

94.67%

3.75 per cent. UK Treasury Gilt due 07 September 2021 (ISIN: GB00B4RMG977)

0.849%

1.303%

115.940%

£42.81

Any Notes purchased by the Offeror pursuant to the Offer are expected to be cancelled. £125,001,000 in aggregate principal amount of Notes are expected to remain outstanding following the completion of the Offer.

The Offer remains subject to the conditions and restrictions set out in the Tender Offer Memorandum. Copies of the Tender Offer Memorandum are (subject to offer and distribution restrictions) available from the Tender and Information Agent as set out below. Capitalised terms used but not defined in this announcement have the meanings given to them in the Tender Offer Memorandum.

The expected Settlement Date is 7 August 2018, subject to the satisfaction (or waiver) of the New Financing Condition.

Barclays Bank PLC, BNP Paribas and NatWest Markets Plc are acting as Dealer Managers for the Offer and Lucid Issuer Services Limited is acting as Tender and Information Agent.

For further information:

A complete description of the terms and conditions of the Offer is set out in the Tender Offer Memorandum. Further details about the transaction can be obtained from:

The Dealer Managers:

Barclays Bank PLC

5 The North Colonnade

Canary Wharf

London E14 4BB

 

Telephone: +44 203 134 8515

Attention: Liability Management Group

Email: [email protected]

BNP Paribas

10 Harewood Avenue

London NW1 6AA

 

Telephone: +44 (0)20 7595 8668

Attention: Liability Management Group

Email: [email protected].com

NatWest Markets Plc

250 Bishopsgate

London EC2M 4AA

 

Telephone: +44 207 678 5222

Attention: Liability Management

Email: [email protected]

 

The Tender and Information Agent

Lucid Issuer Services Limited

Tankerton Works

12 Argyle Walk

London WC1H 8HA

United Kingdom

Telephone: +44 20 7704 0880

Attention: Alexander Yangaev / Arlind Bytyqi

Email: [email protected]

A copy of the Tender Offer Memorandum is available to eligible persons upon request from the Tender and Information Agent.

This announcement is released by Wales & West Utilities Limited 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 (MAR), encompassing information relating to the Offer described above. For the purposes of MAR and Article 2 of Commission Implementing Regulation (EU) 2016/1055, this announcement is made by Neil Henson, Director of Finance.

None of this announcement, the Tender Offer Memorandum or any other materials relating to the Offer constitutes an invitation to participate in the Offer 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 in certain jurisdictions of this announcement, the Tender Offer Memorandum or any other materials relating to the Offer may be restricted by law. Persons into whose possession this announcement, the Tender Offer Memorandum or any other materials relating to Offer comes are required by each of the Offeror, the Dealer Managers and the Tender and Information Agent to inform themselves about and to observe any such restrictions.

DISCLAIMER

The Dealer Managers do not take responsibility for the contents of this announcement. None of the Issuer, the Dealer Managers, the Tender and Information Agent or any of their respective directors, employees or affiliates makes any representation or recommendation whatsoever regarding this announcement, the Tender Offer Memorandum or the Offer, and none of the Offeror, the Issuer, the Dealer Managers, the Tender and Information Agent or their respective directors, employees or affiliates makes any recommendation as to whether holders of Notes should tender Notes for purchase pursuant to the Offer.  This announcement must be read in conjunction with the Tender Offer Memorandum.  No Offer is being made pursuant to this announcement.  The Offer is only being made in the Tender Offer Memorandum and the Offer should be made solely on the basis of information contained in 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 Offer.  A holder of Notes should consult its own tax, accounting, financial and legal advisers as needed to assist it in making its own investment decision and advise it on whether it is legally permitted to offer Notes for cash. Any individual or company whose Notes are held on its behalf by a broker, dealer, bank, custodian, trust company or other nominee or intermediary must contact such entity if it wishes to tender Notes in the Offer.


This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact [email protected] or visit www.rns.com.
 
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