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Name | Symbol | Market | Type |
---|---|---|---|
Aviva 23 | LSE:52IP | London | Medium Term Loan |
Price Change | % Change | Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|---|---|
0.00 | 0.00% | 99.186 | 0 | 01:00:00 |
RNS Number:1644P Hyder PLC 8 August 2000 WPD Limited Announcement of Proposals and Tender Offer by WPD Limited to Hyder plc and Welsh Water Utilities Finance plc Bondholders 8 August 2000 WPD Limited ("WPDL") hereby announces a conditional tender offer (the "Tender Offer") for any and all of the following bonds (the "Bonds"): GBP 75 MM Bonds due 2002 GBP 200 MM Bonds due 2006 GBP 200 MM Bonds due 2016 GBP 200 MM Bonds due 2020 in each case of Hyder plc GBP 100 MM Guaranteed Bonds due 2004 GBP 100 MM Guaranteed Bonds due 2014 in each case of Welsh Water Utilities Finance plc The Tender Offer will be open from 12:00 Noon London Time 8 August 2000 and will close on 10 August 2000 at 5:00 PM London Time, unless extended or reopened by WPDL. Background The board of WPDL announced on 31st May, 2000 the terms of a cash offer to be made by Schroder Salomon Smith Barney on behalf of WPDL to acquire the whole of the issued and to be issued ordinary share capital of Hyder plc (the "Hyder shares offer"). The original offer document was posted to Hyder shareholders on 26th June, 2000. On 1st August, 2000, WPDL announced an increased cash offer of 340 pence per Hyder share to be made by Schroder Salomon Smith Barney on behalf of WPDL. The formal document containing the terms and conditions of the increased cash offer will be posted to Hyder shareholders shortly. The Hyder shares offer is subject to certain conditions, including the receipt of valid acceptances in respect of not less than 80 per cent. (or such lower percentage as WPDL may, subject to the City Code on Takeovers and Mergers, decide) of the Hyder shares to which the offer relates. Assuming the Hyder shares offer becomes or is declared unconditional in all respects, WPDL wishes to have the flexibility to alter (should it, at some point in the future, so decide) the corporate and/or financing structure of the Hyder Group. The terms and conditions of the Bonds have the effect that, in order to carry out certain restructuring or refinancing steps in respect of the Hyder group, the Bonds would need to be redeemed or their terms and conditions modified. Consequently, WPDL has put these proposals to Bondholders which provide WPDL with significant flexibility in developing an efficient capital structure for the Hyder group. WPDL and its advisers have discussed the proposals with certain Bondholders through the auspices of the Association of British Insurers. These Bondholders, who directly or indirectly hold approximately 60 per cent. of the 2020 Bonds, 34 per cent. of the 2016 Bonds and 14 per cent. of the 2006 Bonds, in aggregate, have unanimously agreed to support the proposals with respect to such Bonds and will be lodging acceptance notices accordingly. WPDL notes that no tender offer has been made for various USD denominated bonds of Hyder plc. WPDL is mindful of the position of these bondholders in prospective financing arrangements for Hyder plc, however, is not in a position to make a similar offer to these holders at this time. Key Terms of the Offer: The Tender Offer is made on a fixed spread basis. The Tender Offer is conditional on or subject to among other things the Hyder shares offer becoming or being declared unconditional in all respects; WPDL arranging sufficient financing on terms acceptable to WPDL to effect the repurchases; and, in respect of each individual series of Bonds other than the 2006, 2016 and 2020 Bonds, receipt of 75% of acceptances of the Tender Offer with respect to such series of Bonds, but jointly in respect of the 2006, 2016, and 2020 Bonds, receipt of 75% of acceptances of the Tender Offer with respect to all such series of Bonds. Bondholders who wish to accept the Tender Offer are required to give the Tender Agent (Citibank, N.A., Agency and Trust Services) an irrevocable proxy to vote in a bondholder meeting in favour of resolutions which substantially eliminate the protective covenants in the outstanding bonds. A quorum of 50% of each of the series of bonds and a voting majority of 75% will be required to pass certain resolutions removing covenants, while a quorum of 75% is required to pass the resolutions which remove the bondholders' right to redeem the Bonds and change the basis on which the issuer's redemption price is calculated. Under and subject to the terms of the Tender Offer, the bondholder meetings must be called within four months of the Hyder shares offer becoming or being declared unconditional. The settlement date for each series of Bonds will be six business days after the relevant bondholder meeting is held to consider the resolutions. Pricing will be determined five business days before the settlement date for each series of Bonds. An early settlement date may be elected by WPDL in some circumstances. Pricing The repurchase price for the Tender Offers will be based upon a fixed margin to reference Gilt rates, with prices calculated by the Tender Co-ordinator using standard market convention. The reference Gilts rates will be set and associated repurchase prices will be calculated 5 days before the settlement date with respect to each series of bonds. The applicable reference Gilts and respective margins are: Bonds Reference Gilt % 2002 Bonds 7% Treasury 2002 1.00 2004 Bonds 63/4% Treasury 2004 1.00 2006 Bonds 71/2% Treasury 2006 1.37 2014 Bonds 8% Treasury 2015 1.70 2016 Bonds 8% Treasury 2015 1.85 2020 Bonds 8% Treasury 2021. 2.17 Further Information The Tender Offer is described in the Notice of Terms of Tender Offer which is available for collection from the Tender Agent to current bondholders. Salomon Brothers International Limited ("Schroder Salomon Smith Barney") is the Exchange Co-ordinator for the Tender Offer. Requests for the Notice of Terms of Tender Offer and related Acceptance Notice and other relevant information in relation to the tender should be directed to: Tender Agent: Citibank, N.A., Agency and Trust Services Reference: WPD Limited Tender Offer Telephone: 44-20-7508-3867 Fax: 44-20-7508-3866 Requests for all other information in relation to the Tender Offer should be directed to: Exchange Co-ordinator: Schroder Salomon Smith Barney Attention: Liability Management Telephone: 44-20-7721-3168 or 44-20-7721-3666 Fax: 44-20-7721-2844 gregory.d.makoff@ssmb.com DCS Oosthuizen Director and Company Secretary Press Enquiries: Anthony Cardew Cardew & Co. 020 7930 0777 The distribution of this document in certain jurisdictions may be restricted by law. Persons into whose possession this document comes are required by WPDL, Salomon Brothers International Limited (trading as Schroder Salomon Smith Barney) and Citibank N.A., London office to inform themselves about, and to observe, any such restrictions. The Tender Offer is not made within the United States or to US persons. This document is not to be transmitted into the United States, to any US person, or by use of the mails or by any means or instrumentality (including, without limitation, facsimile transmission, telex and telephone) of interstate or foreign commerce, or of any facility of a national securities exchange, of the United States and the Tender Agent will not accept any tender on behalf of WPDL by any such use, means, instrumentality or facility or from within the United States. Any Bondholder who holds its Bonds through a custodian in the United States should contact the Tender Co-ordinator. Salomon Brothers International Limited (trading as Schroder Salomon Smith Barney), which is regulated in the United Kingdom by the Securities and Futures Authority, has approved the contents of this document solely for the purposes of section 57 of the Financial Services Act 1986. Schroder Salomon Smith Barney is acting as financial adviser to WPDL in relation to the Hyder shares offer and the Tender Offer and to no one else and will not regard any other person as its customer or be responsible to anyone other than WPDL for providing the protections afforded to customers of Schroder Salomon Smith Barney or for providing advice in relation to the Hyder shares offer and the Tender Offer. The Tender Agent referred to herein makes no representations whatsoever regarding this document or the Tender Offer. The Tender Agent is the agent of WPDL and owes no duty to any Bondholder.
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