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Monday 23 July, 2018

Wales & West Ut. Ltd

Tender Offer

RNS Number : 4213V
Wales & West Utilities Limited
23 July 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).

23 July 2018

WALES & WEST UTILITIES LIMITED

ANNOUNCES TENDER OFFER TO PURCHASE NOTES FOR CASH

Wales & West Utilities Limited (the "Offeror") has today 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 is being 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 is subject to the offer and distribution restrictions set out below and as more fully described in the Tender Offer Memorandum.

Description of Notes

ISIN

Aggregate Principal Amount Outstanding

Maturity Date

Benchmark Reference Security

Purchase Spread

Amount subject to the Offer








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

XS0438200361

£250,000,000

30 November 2021

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

45 bps

The Offeror intends to accept Notes for purchase up to a maximum aggregate principal amount of £125,000,000 pursuant to the Offer

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.

Rationale for the Offer

The Offer is being made as part of the Offeror's liability management relating to debt maturities and cost of debt.

Notes purchased by the Offeror pursuant to the Offer will be cancelled and not re-sold. Notes which have not been validly tendered and accepted for purchase pursuant to the Offer will remain outstanding after the Settlement Date.

Purchase Price

Subject to the Minimum Denomination, the Purchase Price will be calculated as follows: the Dealer Managers, on behalf of the Offeror, will calculate the price (expressed as a percentage and rounded to the third decimal place, with 0.0005 being rounded upwards) payable in respect of the Notes validly tendered and accepted for purchase by the Offeror pursuant to the Offer (the "Purchase Price"), by reference to the annualised sum of the Purchase Spread and the Benchmark Reference Security Yield, expressed as a percentage rounded to the third decimal place (with 0.0005 being rounded upwards) (the "Purchase Yield") at or around the Pricing Time, in accordance with the formula set out in Annex A (Formula to Determine Purchase Price) of the Tender Offer Memorandum.

The determination of the Purchase Price by the Dealer Managers will, in the absence of manifest error, be final and binding on all parties.

Maximum Acceptance Amount

The Offeror proposes to accept for purchase Notes up to the Maximum Acceptance Amount on the terms and subject to the conditions contained in the Tender Offer Memorandum. The Offeror reserves the right, in its sole and absolute discretion, to purchase more than the Maximum Acceptance Amount, subject to applicable law.

Scaling

In the event that validly submitted Tender Instructions are received in respect of an aggregate principal amount of Notes which is greater than the Maximum Acceptance Amount, such Tender Instructions will be accepted on a pro rata basis (as further described in the Tender Offer Memorandum).

New Financing Condition

The Issuer announced on 23 July 2018 its intention to issue new sterling-denominated secured guaranteed bonds pursuant to its £5,000,000,000 Multicurrency Programme (the "New Notes"). Whether the Offeror will accept for purchase any Notes validly tendered in the Offer and complete the Offer is subject, without limitation, to the successful completion (in the sole determination of the Offeror) of the issue of the New Notes.

The Offeror is not under any obligation to accept for purchase any Notes tendered pursuant to the Offer. The acceptance for purchase by the Offeror of Notes tendered pursuant to the Offer is at the sole discretion of the Offeror and tenders may be rejected by the Offeror for any reason.

Preferred allocation in the New Notes

A Noteholder that wishes to subscribe for New Notes in addition to tendering Notes for purchase pursuant to the Offer may receive preference in the allocation of the New Notes, subject to the completion of the Offer, and the issue of the New Notes.  See "Terms and Conditions - Preferred allocation in the New Notes" in the Tender Offer Memorandum.

Accrued Interest Payment

The Offeror will pay accrued and unpaid interest in respect of all Notes validly tendered and delivered and accepted for purchase by the Offeror pursuant to the Offer, from and including the interest payment date for the Notes immediately preceding the Settlement Date to but excluding the Settlement Date.

Purchase Consideration

The total consideration payable to each Noteholder in respect of Notes validly submitted for tender and accepted for purchase by the Offeror will be an amount in cash equal to (i) the Purchase Price multiplied by each £1,000 in aggregate principal amount of Notes tendered and delivered by such Noteholder and accepted by the Offeror for purchase (rounded to the nearest £0.01, with £0.005 being rounded upwards), (ii) plus the Accrued Interest Payment in respect of such Notes.

Tender Instructions

To tender Notes in the Offer, a holder of Notes should deliver, or arrange to have delivered on its behalf, via the relevant Clearing System and in accordance with the requirements of such Clearing System, a valid Tender Instruction that is received in each case by the Tender and Information Agent by the Expiration Deadline. See "Procedures for Participating in the Offer" in the Tender Offer Memorandum for further information.

Tender Instructions must be submitted in respect of a principal amount of Notes of no less than the Minimum Denomination (being £50,000), and may be submitted in integral multiples of £1,000 thereafter.

The Offeror reserves the right, in its sole and absolute discretion, not to accept any Tender Instructions, not to purchase Notes or to extend, re-open, withdraw or terminate the Offer and to amend or waive any of the terms and conditions of the Offer in any manner (including, but not limited to, purchasing more than the Maximum Acceptance Amount), subject to applicable laws and regulations.

Before making a decision whether to tender Notes pursuant to the Offer, Noteholders should carefully consider all of the information in the Tender Offer Memorandum and, in particular, the factors set out under the heading "Risk Factors and Other Considerations".

Indicative Timetable for the Offer

The following is an indicative timetable showing one possible outcome for the timing of the Offer based on the dates in the Tender Offer Memorandum. This timetable is subject to change and dates and times may be extended or amended by the Offeror in accordance with the terms of the Offer as described in the Tender Offer Memorandum. Accordingly, the actual timetable may differ significantly from the timetable below.

Date

Number of Business Days from and including Launch

Action

23 July 2018

Day 1

Commencement of the Offer



Offer announced by way of announcements on the relevant Notifying News Service(s), through the Clearing Systems and via RNS.



Tender Offer Memorandum available from the Tender and Information Agent.

31 July 2018

16.00 hours,

London time

Day 7

Expiration Deadline

Deadline for receipt by the Tender and Information Agent of all Tender Instructions in order for Noteholders to be able to participate in the Offer.

1 August 2018

At or around 9:00 hours

London time

Day 8

Announcement of Indicative Result of Offer

Announcement of the aggregate principal amount of Notes validly tendered pursuant to the Offer and a non-binding indication of (i) the aggregate principal amount of Notes to be accepted for purchase pursuant to the Offer, and (ii) the level at which the Offeror expects to set the Scaling Factor.

1 August 2018

At or around 11:00 hours

London time

Day 8

Pricing Time

Determination of the Benchmark Reference Security Yield (for the purpose of calculating the Purchase Yield and the Purchase Price)

1 August 2018

As soon as reasonably practicable after the Pricing Time on the Pricing Date

Day 8

Announcement of Result of Offer

Announcement of the Offeror's decision whether to accept, subject to satisfaction of the New Financing Condition, valid tenders of Notes for purchase pursuant to the Offer (including, if applicable, the Settlement Date for the Offer).



Details of:



(i)           the Purchase Price, the Purchase Yield and the Benchmark Reference Security Yield;



(ii)           the final aggregate principal amount of the Notes validly tendered pursuant to the Offer; and



(iii)          the aggregate principal amount of Notes accepted for purchase pursuant to the Offer and the Scaling Factor (if applicable),



distributed by way of announcements on the relevant Notifying News Service(s), through the Clearing Systems and via RNS.

7 August 2018

Day 12

Settlement

Subject to satisfaction of the New Financing Condition, the expected Settlement Date for the Offer. Payment of Purchase Consideration and Accrued Interest Payment in respect of the Offer.

 

Noteholders are advised to check with any bank, securities broker or other intermediary through which they hold Notes when such intermediary would require 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 Offer before the deadlines specified above. The deadlines set by any such intermediary and each Clearing System for the submission of Tender Instructions will be earlier than the relevant deadlines specified above.

Noteholders are advised to carefully read the Tender Offer Memorandum for full details of, and information on, the procedures for participating in the Offer.

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:

 

The Tender and Information Agent:

Lucid Issuer Services Limited

Tankerton Works

12 Argyle Walk

London WC1H 8HA

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.

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.

Offer and Distribution Restrictions

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.

United States

The Offer is not being made and will not be made, directly or indirectly, in or into, or by use of the mails 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 or to any U.S. Person (as defined in Regulation S of the United States Securities Act of 1933, as amended (each a "U.S. Person")).  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 Offer 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 a U.S. Person and the Notes cannot be tendered in the Offer by any such use, means, instrumentality or facility or from or within or by persons located or resident in the United States or by any U.S. Person. Any purported tender of Notes in the Offer resulting directly or indirectly from a violation of these restrictions will be invalid and any purported tender of Notes made by a person located in the United States, a U.S. Person, by any person acting for the account or benefit of a U.S. Person, or by 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. For the purposes of this 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.

United Kingdom

The communication of this announcement, the Tender Offer Memorandum and any other documents or materials relating to the Offer 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(2) of the Financial Promotion Order or any other persons to whom it may otherwise lawfully be made under the Financial Promotion Order.

France

The Offer is not being made, directly or indirectly, to the public in the Republic of France ("France").  None of this announcement, the Tender Offer Memorandum or any other documents or materials relating to the Offer has 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 qualifiés) other than individuals, in each case acting on their own account and all as defined in, and in accordance with, Articles L.411-1, L.411-2 and D.411-1 of the French Code Monétaire et Financier, are eligible to participate in the Offer.  None of this announcement, the Tender Offer Memorandum or any other document or material relating to the Offer has been or will be submitted for clearance to or approved by the Autorité des marchés financiers.

Italy

None of the Offer, this announcement, the Tender Offer Memorandum or any other documents or materials relating to the Offer has been or will be submitted to the clearance procedure of the Commissione Nazionale per le Società e la Borsa ("CONSOB").

The Offer is being carried out in the Republic of Italy as an exempted offer pursuant to article 101-bis, paragraph 3-bis of the Legislative Decree No. 58 of 24 February 1998, as amended (the "Financial Services Act") and article 35-bis, paragraph 4 of CONSOB Regulation No. 11971 of 14 May 1999.

Noteholders, or beneficial owners of the Notes, can tender some or all of their Notes pursuant to the Offer through authorised persons (such as investment firms, banks or financial intermediaries permitted to conduct such activities in Italy in accordance with the Financial Services Act, CONSOB Regulation No. 16190 of 29 October 2007, as amended from time to time, and Legislative Decree No. 385 of September 1, 1993, as amended) and in compliance with applicable laws and regulations or with requirements imposed by CONSOB or any other Italian authority.

Each intermediary must comply with the applicable laws and regulations concerning information duties vis-à-vis its clients in connection with the Notes or the Offer.

General

Neither this announcement nor the Tender Offer Memorandum nor the electronic transmission thereof constitutes an offer to buy or the solicitation of an offer to sell Notes (and tenders of Notes for purchase pursuant to the Offer will not be accepted from Noteholders) in any circumstances in which such offer or solicitation is unlawful.  In those jurisdictions where the securities, blue sky or other laws require the Offer to be made by a licensed broker or dealer and the Dealer Managers or any of its affiliates is such a licensed broker or dealer in any such jurisdiction, the Offer shall be deemed to be made by the Dealer Managers or such affiliate, as the case may be, on behalf of the Offeror in such jurisdiction.


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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