TIDM46XU TIDMTTM
RNS Number : 2965O
Cadent Finance PLC
01 October 2019
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 ANY STATE OF THE UNITED STATES AND THE DISTRICT OF
COLUMBIA) (the "United States") OR TO ANY U.S. PERSON (AS DEFINED
BELOW).
1 October 2019
CADENT FINANCE PLC
ANNOUNCES TER OFFER TO PURCHASE NOTES FOR CASH
Cadent Finance plc (the "Offeror") has today launched an
invitation to the holders of Cadent Finance plc's (the "Issuer")
GBP650,000,000 Fixed Rate Instruments due 2021 (ISIN: XS1492680811)
(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 1 October 2019 (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.
Aggregate
Principal Benchmark
Description Amount Maturity Reference Purchase Amount subject
of Notes ISIN Outstanding Date Security Spread to the Offer
--------------- ------------- --------------- ------------- --------------- --------- --------------------------
GBP650,000,000 XS1492680811 GBP650,000,000 22 September 3.75 per 20 bps The Offeror
Fixed Rate 2021 cent. UK intends to accept
Instruments Treasury Notes for purchase
due 2021 Gilt due up to a maximum
2021 (ISIN: aggregate principal
GB00B4RMG977) amount of GBP400,000,000
pursuant to
the Offer, on
the terms and
subject to the
conditions contained
in the Tender
Offer Memorandum.
Copies of the Tender Offer Memorandum are (subject to offer and
distribution restrictions) available from the Tender 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 purpose of the Offer is to manage the Offeror's debt
profile.
Notes purchased by the Offeror pursuant to the Offer will be
cancelled and not re-sold. Notes which have not been validly
submitted 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 (as
defined below) 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.
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.
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 or less than the Maximum Acceptance Amount, subject
to applicable law.
New Financing Condition
The Issuer announced on 1 October 2019 its intention to issue
new sterling-denominated guaranteed bonds pursuant to the
GBP6,000,000,000 Euro Medium Term Programme of Cadent Finance plc
unconditionally and irrevocably guaranteed by Cadent Gas Limited
(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 "New Financing Condition").
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, as further
described in (and on the terms set out in) the Tender Offer
Memorandum.
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).
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 GBP1,000 in aggregate principal amount of Notes
tendered and delivered by such Noteholder and accepted by the
Offeror for purchase (rounded to the nearest GBP0.01, with GBP0.005
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 by the
Tender 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, and may
be submitted in integral multiples of GBP1,000 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.
Number of
Business
Days from
and
including
Date Launch Action
--------------- ---------- ----------------------------------------------------------------------------------------------
1 October 2019 Day 1 Commencement of the Offer
Offer announced by way of announcements through the Clearing Systems, via RNS and on the
relevant
Notifying News Service(s).
Tender Offer Memorandum available from the Tender Agent.
8 October 2019 Day 6 Expiration Deadline
16.00 hours, Deadline for receipt by the Tender Agent of all Tender Instructions in order for Noteholders
to be able to participate in the Offer.
London time
9 October 2019 Day 7 Announcement of Indicative Result of Offer
At or around Announcement of the aggregate principal amount of Notes validly tendered pursuant to the
9:00 hours Offer
London time 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.
9 October 2019 Day 7 Pricing Time
At or around Determination of the Benchmark Reference Security Yield (for the purpose of calculating the
11:00 hours Purchase Yield and the Purchase Price).
London time
9 October 2019 Day 7 Announcement of Result of Offer
As soon as Announcement of the Offeror's decision whether to accept, subject to satisfaction of the New
reasonably Financing Condition, valid tenders of Notes for purchase pursuant to the Offer (including,
practicable if applicable, the Settlement Date for the Offer).
after the
Pricing Time
on the Pricing
Date
Details (as applicable) 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,
distributed by way of announcements through the Clearing Systems, via RNS and on the relevant
Notifying News Service(s).
11 October Day 9 Settlement
2019 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, Morgan Stanley & Co. International plc
and SMBC Nikko Capital Markets Limited are acting as Dealer
Managers for the Offer and Lucid Issuer Services Limited is acting
as Tender 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 Morgan Stanley & Co. International
5 The North Colonnade plc
Canary Wharf 25 Cabot Square
London E14 4BB Canary Wharf
United Kingdom London E14 4QA
Telephone: +44 20 3134 8515 United Kingdom
Attention: Liability Management Telephone: +44 207 677 5040
Group Attention: Liability Management
Email: eu.lm@barclays.com Email: liabilitymanagementeurope@morganstanley.com
SMBC Nikko Capital Markets
Limited
One New Change
London EC4M 9AF
United Kingdom
Telephone: +44 20 3527 7545
Attention: Liability Management
EMEA
Email: lm.emea@smbcnikko-cm.com
The Tender Agent
Lucid Issuer Services Limited
Tankerton Woks
12 Argyle Walk
London WC1H 8HA
United Kingdom
Telephone: +44 20 7704 0880
Attention: David Shilson
Email: cadent@lucid-is.com
A copy of the Tender Offer Memorandum is available to eligible
persons upon request from the Tender Agent.
This announcement is released by Cadent Finance plc 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 Helena Norgate.
DISCLAIMER
The Dealer Managers do not take responsibility for the contents
of this announcement. None of the Issuer, the Dealer Managers, the
Tender 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 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 of this announcement, the Tender Offer
Memorandum or any other materials relating to the Offer in certain
jurisdictions 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 Agent to inform
themselves about and to observe any such restrictions.
Advertisement. The Base Prospectus and Final Terms in connection
with the issue of the New Notes will be available on the website of
the London Stock Exchange plc.
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.
Neither this announcement nor Tender Offer Memorandum is not an
offer of securities for sale in the United States or to U.S.
Persons. Securities may not be offered or sold in the United States
absent registration under, or an exemption from the registration
requirements of, the Securities Act. The New Notes and the
guarantee thereof have not been, and will not be, registered under
the Securities Act or the securities laws of any state or other
jurisdiction of the United States, and may not be offered, sold or
delivered, directly or indirectly, in the United States or to, or
for the account or benefit of, U.S. Persons.
Each holder of Notes participating in the Offer will represent
that it is not a U.S. Person located in the United States and is
not participating in the 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 the
Offer from the United States and who is not a U.S. Person. 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"). Neither this Tender
Offer Memorandum nor any other documents or materials relating to
the Offer have been or shall be distributed to the public in France
and only 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. This Tender Offer Memorandum and any
other document or material relating to the Offer have not been and
will not be submitted for clearance to nor 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 rns@lseg.com or visit www.rns.com.
END
TENMBBRTMBMMMAL
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