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Name | Symbol | Market | Type |
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Cadent Fin 28 | LSE:46XU | London | Medium Term Loan |
Price Change | % Change | Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Traded | Last Trade | |
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0.00 | 0.00% | 96.95 | 0 | 01:00:00 |
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
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October 01, 2019 03:41 ET (07:41 GMT)
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