TIDM43XA
RNS Number : 9014U
Naturgy Capital Markets S.A.
27 November 2019
NATURGY ENERGY GROUP, S.A. (the "Guarantor" or "Naturgy") in
compliance with the provisions of Article 17 of Regulation (EU)
596/2014 of the European Parliament and of the Council of 16 April
2014 on market abuse and Article 226 of the Securities Market Act,
approved by Royal Legislative Decree 4/2015, of 23 October (texto
refundido de la Ley del Mercado de Valores aprobado por el Real
Decreto Legislativo 4/2015, de 23 de octubre) hereby notifies the
following:
REGULATORY ANNOUNCEMENT
Further to its announcements on 19 November 2019 and 27 November
2019, Naturgy Capital Markets, S.A. (formerly, Gas Natural Capital
Markets, S.A.) ("NCM") and Naturgy Finance B.V. (formerly, Gas
Natural Fenosa Finance B.V.) ("NF", and together with NCM, the
"Issuers" and each an "Issuer") hereby announce the final results
and pricing of NCM's invitation to holders of its EUR750,000,000
5.125 per cent. Guaranteed Notes due November 2021 (ISIN:
XS0458749826) (the "November 2021 Notes") and EUR1,000,000,000
1.125 per cent. Guaranteed Notes due 11 April 2024 (ISIN:
XS1590568132) (the "NC January 2024 Notes", and together with the
November 2021 Notes, the "NCM Notes"), and NF's invitation to
holders of its EUR500,000,000 3.500 per cent. Guaranteed Notes due
15 April 2021 (ISIN: XS0981438582) (the "April 2021 Notes"),
EUR750,000,000 3.875 per cent. Guaranteed Notes due 2022 (ISIN:
XS0914400246) (the "April 2022 Notes"), EUR600,000,000 3.875 per
cent. Guaranteed Notes due 2023 (ISIN: XS0875343757) (the "January
2023 Notes"), EUR200,000,000 2.625 per cent. Guaranteed Notes due 8
May 2023 (ISIN: XS1062909624) (the "May 2023 Notes"),
EUR500,000,000 2.875 per cent. Guaranteed Notes due 11 March 2024
(ISIN: XS1041934800) (the "March 2024 Notes") and EUR500,000,000
1.375 per cent. Guaranteed Notes due 21 January 2025 (ISIN:
XS1170307414) (the "January 2025 Notes", and together with the
April 2021 Notes, the April 2022 Notes, the January 2023 Notes, the
May 2023 Notes, the March 2024 Notes, the "NF Notes", and together
with the NCM Notes, the "Notes"), in each case guaranteed by
Naturgy Energy Group, S.A. (formerly, Gas Natural SDG, S.A.) (the
"Guarantor") to offer to sell Notes to NCM or NF, as applicable,
for cash at the relevant Purchase Price (the "Solicitation of
Offers to Sell").
The Solicitation of Offers to Sell was made upon the terms and
subject to the conditions contained in a tender offer memorandum
dated 19 November 2019 (the "Memorandum") prepared in connection
with the Solicitation of Offers to Sell. Capitalised terms used in
this announcement and not otherwise defined have the meanings
ascribed to them in the Memorandum.
Summary of Results and Pricing
Following the expiration of the Solicitation of Offers to Sell
at 4:00 p.m. (London time) on 26 November 2019 (the "Expiration
Date"), the Issuers hereby announce that:
(i) NCM has accepted for purchase EUR293,850,000 in aggregate
principal amount of the NCM Notes in accordance with the terms and
conditions of the Solicitation of Offers to Sell;
(ii) NCM has accepted in full with no pro-ration all Offers to
Sell in respect of the NCM Notes which were validly submitted by
the Expiration Date;
(iii) NF has accepted for purchase EUR359,500,000 in aggregate
principal amount of the NF Notes in accordance with the terms and
conditions of the Solicitation of Offers to Sell; and
(iv) NF has accepted in full with no pro-ration all Offers to
Sell in respect of the NF Notes which were validly submitted by the
Expiration Date.
The Purchase Price for each Series of Notes accepted for
purchase was determined at or around 1:00 p.m. (London time) today
in accordance with the terms set out in the Memorandum (i) in
respect of the April 2021 Notes, November 2021 Notes, April 2022
Notes, January 2023 Notes and the May 2023 Notes, by the Joint
Dealer Managers by reference to the relevant Purchase Yield and
(ii) in respect of the NC January 2024 Notes, March 2024 Notes and
January 2025 Notes by reference to the sum of the Reference
Benchmark Yield and the Purchase Spread, as follows:
Description Issuer Maturity Aggregate Reference Reference Purchase Purchase Purchase Purchase
of Notes Date principal Benchmark Benchmark Spread Yield Price Price (per
/ ISIN amount Yield (expressed Minimum
accepted as a Denomination)
percentage)
April
2021
Notes -0.35
/ 15 April Not Not Not per
XS0981438582 NF 2021 EUR23,300,000 Applicable Applicable Applicable cent. 105.336 EUR105,335.81
-------- ---------- --------------- ------------- ----------- ----------- --------- ------------ --------------
November
2021
Notes 2 -0.30
/ November Not Not Not per
XS0458749826 NCM 2021 EUR36,150,000 Applicable Applicable Applicable cent. 110.511 EUR55,255.64
-------- ---------- --------------- ------------- ----------- ----------- --------- ------------ --------------
April
2022
Notes -0.25
/ 11 April Not Not Not per
XS0914400246 NF 2022 EUR37,300,000 Applicable Applicable Applicable cent. 109.814 EUR109,813.94
-------- ---------- --------------- ------------- ----------- ----------- --------- ------------ --------------
January
2023
Notes 17 -0.15
/ January Not Not Not per
XS0875343757 NF 2023 EUR65,600,000 Applicable Applicable Applicable cent. 112.666 EUR112,665.99
-------- ---------- --------------- ------------- ----------- ----------- --------- ------------ --------------
May 2023
Notes -0.10
/ 8 May Not Not Not per
XS1062909624 NF 2023 EUR45,700,000 Applicable Applicable Applicable cent. 109.402 EUR109,402.35
-------- ---------- --------------- ------------- ----------- ----------- --------- ------------ --------------
11 April
2024
(with
a first
optional
NC January call January
2024 date 2024
Notes on 11 Interpolated -0.130
/ January Mid-Swap -0.280 per
XS1590568132 NCM 2024) EUR257,700,000 Rate per cent. 15bps cent. 105.188 EUR105,188.16
-------- ---------- --------------- ------------- ----------- ----------- --------- ------------ --------------
March March
2024 2024
Notes Interpolated -0.122
/ 11 March Mid-Swap -0.272 per
XS1041934800 NF 2024 EUR88,200,000 Rate per cent. 15bps cent. 112.881 EUR112,881.46
-------- ---------- --------------- ------------- ----------- ----------- --------- ------------ --------------
January January
2025 2025
Notes 21 Interpolated -0.084
/ January Mid-Swap -0.234 per
XS1170307414 NF 2025 EUR99,400,000 Rate per cent. 15bps cent. 107.530 EUR107,530.36
-------- ---------- --------------- ------------- ----------- ----------- --------- ------------ --------------
Settlement
On the Settlement Date, the relevant Issuer will pay, or procure
the payment of, the relevant Purchase Price plus Accrued Interest
to all Noteholders whose Offers to Sell have been validly accepted
by that Issuer pursuant to the Terms and Conditions, subject to
receipt of the relevant Notes. The Settlement Date is expected to
be 28 November 2019.
Notes in respect of which an Issuer has not accepted an Offer to
Sell will remain outstanding subject to the terms and conditions of
such Notes.
Further Information
A complete description of the terms and conditions of the
Solicitation of Offers to Sell is set out in the Memorandum.
CaixaBank, S.A., Citigroup Global Markets Limited and Crédit
Agricole Corporate and Investment Bank are the Joint Dealer
Managers for the Solicitation of Offers to Sell.
Requests for information in relation to the Solicitation of
Offers to Sell should be directed to:
JOINT DEALER MANAGERS
CaixaBank, S.A. Citigroup Global Markets Limited
Calle Pintor Sorolla 2-4 Citigroup Centre
46002 Valencia Canada Square
Spain Canary Wharf
London E14 5LB
Telephone: +34 91 700 56 08 / 09 United Kingdom
/ 10 Telephone: +44 20 7986 8969
Email: mlafont@caixabank.com; Email: liabilitymanagement.europe@citi.com
araguilar@caixabank.com; Attn: Liability Management Group
natalia.garcia@caixabank.com;
lst.originacion.rf@lacaixa.es
Attn: Miguel Lafont, Alvaro Aguilar,
Natalia Garcia
Crédit Agricole Corporate and Investment Bank
12 place des États-Unis
CS 70052
92 547 Montrouge Cedex
France
Telephone: +44 20 7214 5903
Email: liability.management@ca-cib.com
Attn: Liability Management
A copy of the Memorandum is available to eligible persons upon
request from the Tender Agent:
THE TENDER AGENT
Lucid Issuer Services Limited
Tankerton Works
12 Argyle Walk
London WC1H 8HA
United Kingdom
Attn.: David Shilson
Tel.: +44 207 704 0880
Email: naturgy@lucid-is.com
Further details relating to the contents of this announcement
can be obtained from:
Naturgy Capital Markets, S.A.
Avenida de San Luis, 77,
28033 Madrid
Spain
Attention: Enrique Berenguer Marsal (Sole Administrator)
Email: eberenguer@naturgy.com
Naturgy Finance B.V.
Barbara Strozzilaan 201
1083 HN Amsterdam
The Netherlands
Attention: Enrique Berenguer Marsal (Managing Director)
Email: eberenguer@naturgy.com
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
RTEEAKFXAAENFFF
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