AG41 Citi Fun 24

TIDMAG41 TIDMTTM

RNS Number : 1272M

Northumbrian Water Finance PLC

10 October 2016

NORTHUMBRIAN WATER FINANCE PLC

ANNOUNCES FINAL RESULTS AND PRICING OF TENDER OFFER

NOT FOR DISTRIBUTION TO ANY PERSON RESIDENT AND/OR LOCATED IN THE UNITED STATES

This announcement does not constitute an invitation to participate in the Tender Offer (as defined herein) in or from any jurisdiction in or from which, or to or from whom, it is unlawful to make such offer under applicable securities laws or otherwise. The distribution of this announcement in certain jurisdictions (in particular the United States, the United Kingdom, Belgium, France and the Republic of Italy) may be restricted by law. See the section entitled "Offer Restrictions" in the Memorandum (as defined below). Persons into whose possession this document comes are required by the Company the Guarantor and the Dealer Managers to inform themselves about, and to observe, any such restrictions. No action that would permit a public offer has been or will be taken in any jurisdiction by the Company, the Guarantor or the Dealer Managers.

London, 10 October 2016.

Further to its announcements on 29 September 2016 and 10 October 2016, Northumbrian Water Finance Plc (the "Company") hereby announces the final results and pricing of its invitation to holders of its GBP300,000,000 6 per cent. Guaranteed Bonds due 2017 (ISIN: XS0139335029) (the "Bonds") issued by the Company and guaranteed by Northumbrian Water Limited (the "Guarantor") to tender their Bonds for purchase by the Company for cash on the terms of and subject to the conditions described in the tender offer memorandum dated 29 September 2016 (the "Memorandum") (including the New Issue Condition) (the "Tender Offer").

Capitalised terms used in this announcement and not otherwise defined have the meanings ascribed to them in the Memorandum.

The Expiration Deadline of the Tender Offer was 4.00 p.m. (London time) on 7 October 2016.

Final Results and Pricing

Final pricing of the Tender Offer took place today, 10 October 2016. If the Company decides to accept any Bonds for purchase pursuant to the Tender Offer, the cash purchase price that the Company will pay for the Bonds will be as indicated in the following table. As the aggregate principal amount of the Bonds validly tendered pursuant to the Tender Offer exceeded the Maximum Purchase Amount of GBP120,002,000, the Company intends (if it decides to accept any Bonds for purchase) to accept Bonds for purchase on a pro-rata basis, subject to a pro-ration factor of 59.45 per cent.

 
    Final Acceptance Amount:   GBP120,002,000 (being equal 
                                of the Maximum Purchase 
                                Amount) 
 Purchase Price per GBP1,000 
      in principal amount of 
                      Bonds:   GBP1,055.17 
           Accrued Interest:   0.016 per cent. 
             Reference Yield   0.193 per cent. 
           Pro-ration factor   59.450 per cent. 
 

The New Issue, and the guarantee thereof, are not being, and will not be, offered or sold in the United States. Nothing in this Memorandum constitutes an offer to sell or the solicitation of an offer to buy the New Issue, or the guarantee thereof, in the United States or any other jurisdiction. Securities may not be offered, sold or delivered in the United States absent registration under, or an exemption from the registration requirements of, the U.S. Securities Act of 1933, as amended (the "Securities Act"). The New Issue, 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, within the United States or to, or for the account or benefit of, U.S. persons.

Settlement

Subject to the satisfaction of the New Issue Condition, the Purchase Price, together with Accrued Interest, will be paid to Bondholders whose Bonds have been accepted for purchase by the Company on the Settlement Date which is expected to be 12 October 2016.

Bonds which the Company has not accepted for purchase pursuant to the Tender Offer will remain outstanding subject to the terms and conditions of such Bonds.

Further Information

A complete description of the terms and conditions of the Tender Offer is set out in the Memorandum. Barclays Bank PLC, Lloyds Bank plc, RBC Europe Limited and The Royal Bank of Scotland plc are the Dealer Managers for the Tender Offer.

Requests for information in relation to the Tender Offer should be directed to:

DEALER MANAGERS

 
           Barclays Bank PLC                             Lloyds Bank plc 
          5 The North Colonnade                          10 Gresham Street 
              Canary Wharf                                London EC2V 7AE 
             London E14 4BB 
         Telephone: +44 20 3134                       Telephone: +44 20 7158 
                  8515                                         1721 
        Email: eu.lm@barclays.com          Email: liability.management@lloydsbanking.com 
          Attention: Liability                         Attention: Liability 
            Management Group                                Management 
           RBC Europe Limited                       The Royal Bank of Scotland 
             Riverbank House                                    plc 
               2 Swan Lane                                135 Bishopsgate 
             London EC4R 3BF                              London EC2M 3UR 
         Telephone: +44 20 7029                       Telephone: +44 20 7678 
                  7420                                         5282 
  Email: liability.management@rbccm.com         Email: liabilitymanagement@rbs.com 
       Attn: Liability Management                      Attention: Liability 
                  Group                                     Management 
 

THE TENDER AGENT

 
  Lucid Issuer Services 
          Limited 
      Tankerton Works 
      12 Argyle Walk 
      London WC1H 8HA 
      Telephone: +44 
       20 7704 0880 
  Email: nwg@lucid-is.com 
     Attention: David 
          Shilson 
 

The Dealer Managers do not take responsibility for the contents of this announcement or the Memorandum. This announcement must be read in conjunction with the Memorandum. This announcement and the Tender Offer do not constitute an offer to buy or the solicitation of an offer to sell the Bonds in any jurisdiction in which such offer or solicitation is unlawful, and Electronic Instruction Notices from Bondholders originating from any jurisdiction in which such offer or solicitation is unlawful will be rejected. Neither the delivery of this announcement or the Tender Offer nor any purchase of Bonds shall, under any circumstances, create any implication that there has been no change in the affairs of the Company or the Guarantor since the date hereof, or that the information herein is correct as of any time subsequent to the date hereof.

This information is provided by RNS

The company news service from the London Stock Exchange

END

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October 10, 2016 07:04 ET (11:04 GMT)

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