Launch Cash Tender Offers

 

TIDMNG. TIDM87QJ 
 
RNS Number : 6686P 
National Grid PLC 
21 July 2010 
 

NOT FOR DISTRIBUTION IN OR INTO OR TO ANY PERSON LOCATED OR RESIDENT IN 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 OR THE 
DISTRICT OF COLUMBIA (the United States) OR IN OR INTO OR TO ANY PERSON LOCATED 
OR RESIDENT IN THE REPUBLIC OF ITALY (Italy). 
21 JULY 2010 
          NATIONAL GRID PLC (National Grid) AND NGG FINANCE PLC (NGGF) 
                            LAUNCH CASH TENDER OFFERS 
National Grid announces that it is inviting holders of its outstanding 
GBP414,000,000 6.125 per cent. Instruments due April 2014 (ISIN: XS0412068453) 
(the Sterling Fixed Rate Notes) and EUR750,000,000 Floating Rate Instruments due 
2012 (ISIN: XS0267821394) (the Floating Rate Notes) and NGGF announces that it 
is inviting holders of its EUR750,000,000 6.125 per cent. Guaranteed Bonds due 
2011 (ISIN: XS0133729771) (the Euro Fixed Rate Notes and, together with the 
Sterling Fixed Rate Notes and the Floating Rate Notes, the Notes and each a 
Series and all holders of such Notes the Noteholders) to tender their Notes for 
purchase by National Grid or NGGF, as the case may be, for cash (each such 
invitation, an Offer and together, the Offers). 
The Offers are made on the terms and subject to the conditions contained in the 
tender offer memorandum dated 21 July 2010 (the Tender Offer Memorandum) 
prepared by National Grid and NGGF in connection with the Offers, and is subject 
to the offer and distribution restrictions set out below and as more fully 
described in the Tender Offer Memorandum.  Capitalised terms used but not 
otherwise defined in this announcement shall have the meaning given to them in 
the Tender Offer Memorandum. 
Noteholders are advised to read carefully the Tender Offer Memorandum for full 
details of, and information on the procedures for participating in, the Offers. 
National Grid or NGGF, as applicable, will pay for Notes validly tendered and 
accepted by it for purchase pursuant to the relevant Offer, a cash purchase 
price (each a Purchase Price) expressed as a percentage and determined (i) in 
the case of the Floating Rate Notes, pursuant to a modified Dutch auction 
procedure, as further described in the Tender Offer Memorandum (the Modified 
Dutch Auction Procedure), and (ii) in the case of the Fixed Rate Notes, by 
reference to the sum (each sum, a Purchase Yield) of the relevant Purchase 
Spread, as determined pursuant to the Modified Dutch Auction Procedure, and (A) 
in the case of the Sterling Fixed Rate Notes, the Benchmark Security Rate and 
(B) in the case of the Euro Fixed Rate Notes, the Interpolated Mid-Swap Rate. 
National Grid and/or NGGF, as applicable, will also pay an Accrued Interest 
Payment in respect of Notes accepted for purchase pursuant to the Offers, all as 
further described in the Tender Offer Memorandum. 
The final determination of the Purchase Price for the Floating Rate Notes will 
be made on the Business Day following the Expiration Deadline before the Pricing 
Time. 
The final determination of the Purchase Prices for the Fixed Rate Notes will be 
made in accordance with market convention at or around 2.00 p.m. (London time) 
on the Business Day following the Expiration Deadline (expected to be Thursday, 
29 July 2010) (the Pricing Time) and is intended to reflect a yield to maturity 
of the relevant Fixed Rate Notes on the Settlement Date based on the relevant 
Purchase Yield. 
National Grid and NGGF together propose to accept for purchase pursuant to the 
Offers up to EUR450,000,000 (or the equivalent amount in pounds sterling) in 
aggregate nominal amount of the Notes validly tendered for purchase pursuant to 
the Offers (the Maximum Acceptance Amount), subject to the right of National 
Grid and/or NGGF, in their sole discretion, to accept a greater amount of Notes 
for purchase pursuant to any or all of the Offers or none of such Notes. 
Accordingly, this could result in National Grid and/or NGGF accepting for 
purchase more or less (or none) of the Notes of one Series as compared to the 
other Series. 
A summary of the terms appears below: 
+----------+--------------+----------------+---------------+----------+----------+--------------+ 
|          |    ISIN /    |  Outstanding   |  Benchmark    | Maximum  | Minimum  |   Maximum    | 
|          |    Common    |    nominal     |               |Purchase  |Purchase  |  Acceptance  | 
|          |    Code      |    amount      |               |  Spread  |  Price   |    Amount    | 
+----------+--------------+----------------+---------------+----------+----------+--------------+ 
|   The    |XS0412068453  |GBP414,000,000  |    5 per      |  +140    |    -     |    Up to     | 
|Sterling  | / 041206845  |                |    cent.      |   bps    |          |EUR450,000,000  | 
|  Fixed   |              |                |      UK       |          |          |   (or the    | 
|  Rate    |              |                |   Treasury    |          |          |  equivalent  | 
|  Notes   |              |                |   Gilt due    |          |          |  amount in   | 
|          |              |                |     2014      |          |          |    pounds    | 
|          |              |                |    (ISIN:     |          |          |  sterling)   | 
|          |              |                |GB0031829509)  |          |          | (subject to  | 
|          |              |                |               |          |          |the right of  | 
|          |              |                |               |          |          |  National    | 
|          |              |                |               |          |          | Grid and/or  | 
|          |              |                |               |          |          |   NGGF to    | 
|          |              |                |               |          |          |  amend such  | 
|          |              |                |               |          |          |  amount as   | 
|          |              |                |               |          |          | provided in  | 
|          |              |                |               |          |          |  the Tender  | 
|          |              |                |               |          |          |    Offer     | 
|          |              |                |               |          |          | Memorandum)  | 
+----------+--------------+----------------+---------------+----------+----------+              + 
|   The    |XS0267821394  |  EUR720,000,000  |      -        |    -     |  99.75   |              | 
|Floating  | / 026782139  |                |               |          |   per    |              | 
|  Rate    |              |                |               |          |  cent.   |              | 
|  Notes   |              |                |               |          |          |              | 
+----------+--------------+----------------+---------------+----------+----------+              + 
|   The    |XS0133729771  |  EUR690,803,000  | Interpolated  |   +25    |    -     |              | 
|  Euro    | / 013372977  |                |  euro swap    |   bps    |          |              | 
|  Fixed   |              |                |     rate      |          |          |              | 
|  Rate    |              |                |               |          |          |              | 
|  Notes   |              |                |               |          |          |              | 
+----------+--------------+----------------+---------------+----------+----------+--------------+ 
In order to participate in an Offer, Noteholders must validly tender their Notes 
for purchase by delivering, or arranging to have delivered on their behalf, a 
valid Tender Instruction that is received by the Tender Agent by 4.00 p.m. 
(London time) on Wednesday, 28 July 2010, unless extended, re-opened, amended 
and/or terminated as provided in the Tender Offer Memorandum (the Expiration 
Deadline).  The deadlines set by any intermediary or clearing system will be 
earlier than the deadlines specified in the Tender Offer Memorandum.  Tender 
Instructions will be irrevocable except in the limited circumstances described 
in the Tender Offer Memorandum. 
National Grid and/or NGGF may, in their sole discretion, extend, re-open, amend, 
waive any condition of, and/or terminate the Offers at any time (subject to 
applicable law), all as further described in the Tender Offer Memorandum. 
Unless stated otherwise, announcements in connection with the Offers will be 
made through RNS and/or the issue of a press release to a Notifying News Service 
and may also be found on the relevant Reuters International Insider Screen and 
be made by the delivery of notices to the Clearing Systems for communication to 
Direct Participants.  Copies of all such announcements, press releases and 
notices can also be obtained from the Tender Agent, the contact details for 
which can be found below.  Significant delays may be experienced where notices 
are delivered to the Clearing Systems and Noteholders are urged to contact the 
Tender Agent for the relevant announcements during the course of the Offers.  In 
addition, holders of Notes may contact the Dealer Managers for information, the 
contact details for which can be found below. 
The anticipated transaction timetable is summarised below: 
+---------------+-------------+ 
| Events        | Times       | 
|               | and         | 
|               | Dates       | 
+---------------+-------------+ 
| Commencement  | Wednesday,  | 
| of the        | 21 July     | 
| Offers        | 2010        | 
+---------------+-------------+ 
| Expiration    | 4.00        | 
| Deadline      | p.m.        | 
|               | (London     | 
|               | time)       | 
|               | on          | 
|               | Wednesday,  | 
|               | 28 July     | 
|               | 2010        | 
+---------------+-------------+ 
| Announcement  |             | 
| of Offer      | On the      | 
| Results       | Business    | 
| Announcement  | Day         | 
| of whether    | following   | 
| National      | the above   | 
| Grid and      | Expiration  | 
| NGGF will     | Deadline    | 
| accept valid  | before the  | 
| tenders of    | Pricing     | 
| Notes for     | Time.       | 
| purchase      |             | 
| pursuant to   |             | 
| the Offers    |             | 
| and, if       |             | 
| accepted,     |             | 
| (i) the       |             | 
| Floating      |             | 
| Rate          |             | 
| Purchase      |             | 
| Price, (ii)   |             | 
| the Purchase  |             | 
| Spreads,      |             | 
| (iii) the     |             | 
| Series        |             | 
| Acceptance    |             | 
| Amounts,      |             | 
| (iv) any      |             | 
| Scaling       |             | 
| Factors, and  |             | 
| (v) Accrued   |             | 
| Interest for  |             | 
| the Floating  |             | 
| Rate Notes.   |             | 
+---------------+-------------+ 
| Pricing       |             | 
| Time          | At or       | 
| Determination | around      | 
| of the        | 2.00        | 
| Benchmark     | p.m.        | 
| Security Rate | (London     | 
| and the       | time)       | 
| Interpolated  | on the      | 
| Mid-Swap Rate | Business    | 
| and           | Day         | 
| calculation   | following   | 
| of the        | the above   | 
| relevant      | Expiration  | 
| Purchase      | Deadline.   | 
| Prices for    |             | 
| the Fixed     |             | 
| Rate Notes.   |             | 
+---------------+-------------+ 
| Announcement  |             | 
| of Pricing    | As          | 
| of Fixed      | soon        | 
| Rate Notes    | as          | 
| Announcement  | reasonably  | 
| of (i) the    | practicable | 
| Interpolated  | after the   | 
| Mid-Swap      | Pricing     | 
| Rate, (ii)    | Time.       | 
| the           |             | 
| Benchmark     |             | 
| Security      |             | 
| Rate, (iii)   |             | 
| the Purchase  |             | 
| Prices for    |             | 
| Fixed Rate    |             | 
| Notes         |             | 
| accepted by   |             | 
| National      |             | 
| Grid and      |             | 
| NGGF for      |             | 
| purchase      |             | 
| pursuant to   |             | 
| the Offers,   |             | 
| and (iv)      |             | 
| Accrued       |             | 
| Interest for  |             | 
| the Fixed     |             | 
| Rate Notes.   |             | 
+---------------+-------------+ 
| Settlement    | Tuesday,    | 
| Date          | 3 August    | 
|               | 2010        | 
+---------------+-------------+ 
This is an indicative timetable and may be subject to change.  Noteholders are 
advised to check with any bank, securities broker or other intermediary through 
which they hold Notes when such intermediary needs 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 Offers by the deadlines set out above. 
BNP Paribas and HSBC Bank plc are acting as Dealer Managers for the Offers. 
Lucid Issuer Services Limited is acting as Tender Agent.  For detailed terms of 
the Offers please refer to the Tender Offer Memorandum which (subject to 
distribution restrictions) can be obtained from the Dealer Managers and the 
Tender Agent referred to below. 
+-------------------------------------+---------------------------------+ 
|                            DEALER MANAGERS                            | 
+-----------------------------------------------------------------------+ 
|            BNP Paribas              |          HSBC Bank plc          | 
|         10 Harewood Avenue          |        8 Canada Square          | 
|           London NW1 6AA            |         London E14 5HQ          | 
|           United Kingdom            |         United Kingdom          | 
|    Telephone: [phone]      |  Telephone: [phone]    | 
|        Attention: Liability         |      Attention: Liability       | 
|          Management Group           |        Management Group         | 
|               Email:                |             Email:              | 
|[e-mail]  |[e-mail]  | 
|                                     |                                 | 
+-------------------------------------+---------------------------------+ 
|                             TENDER AGENT                              | 
+-----------------------------------------------------------------------+ 
|                    Lucid Issuer Services Limited                      | 
|                              Leroy House                              | 
|                            436 Essex Road                             | 
|                            London N1 3QP                              | 
|                            United Kingdom                             | 
|                      Telephone: [phone]                      | 
|                        Fax: [phone]                          | 
|             Attention: Sunjeeve Patel and Thomas Choquet              | 
|                   Email: [e-mail]                    | 
|                                                                       | 
+-------------------------------------+---------------------------------+ 
DISCLAIMER 
This announcement must be read in conjunction with 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 
Offers.  If any Noteholder is in any doubt as to the action it should take, it 
is recommended to seek its own financial advice, including as to any tax 
consequences, from its stockbroker, bank manager, solicitor, accountant or other 
independent financial adviser.  Any individual or company whose Notes are held 
on its behalf by a broker, dealer, bank, custodian, trust company or other 
nominee must contact such entity if it wishes to tender Notes in the Offers. 
None of National Grid, NGGF, the Dealer Managers or the Tender Agent nor any of 
their respective directors, employees or affiliates makes any recommendation 
whether Noteholders should tender Notes in the Offers. 
                      OFFER AND DISTRIBUTION RESTRICTIONS 
Neither this announcement nor the Tender Offer Memorandum constitutes an 
invitation to participate in the Offers 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 and the Tender Offer Memorandum in certain jurisdictions may 
be restricted by law.  Persons into whose possession this announcement and/or 
the Tender Offer Memorandum comes are required by each of National Grid, NGGF, 
the Dealer Managers and the Tender Agent to inform themselves about, and to 
observe, any such restrictions. 
United States 
The Offers are not being made, and will not be made, directly or indirectly in 
or into, or by use of the mail 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.  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 Offers 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 any person 
located or resident in the United States and the Notes cannot be tendered in the 
Offers by any such use, means, instrumentality or facility or from within the 
United States or by any person located or resident in the United States.  Any 
purported tender of Notes resulting directly or indirectly from a violation of 
these restrictions will be invalid and any purported tender of Notes made by any 
person located in the United States or 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. 
Each holder of Notes participating in an Offer will represent that it is not 
located in the United States and is not participating in such 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 
such Offer from the United States.  For the purposes of this and the above 
paragraph, United States means 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. 
Italy 
The Offers are not being made, directly or indirectly, in the Republic of Italy 
(Italy).  The Offers, this announcement and the Tender Offer Memorandum have not 
been submitted to the clearance procedures of the Commissione Nazionale per le 
Società e la Borsa (CONSOB) pursuant to Italian laws and regulations. 
Accordingly, holders of Notes are notified that, to the extent such holders are 
located or resident in Italy, the Offers are not available to them and they may 
not tender Notes for purchase pursuant to the Offers and, as such, any Tender 
Instructions received from or on behalf of such persons shall be ineffective and 
void, and neither this announcement, the Tender Offer Memorandum nor any other 
documents or materials relating to the Offers or the Notes may be distributed or 
made available in Italy as part of a public purchase or exchange offer (offerta 
pubblica di acquisto o di scambio) (as defined in Article 1, paragraph 1(v) of 
Italian Legislative Decree No. 58 of 24 February 1998, as amended) from which no 
applicable exemption is available. 
United Kingdom 
The communication of this announcement, the Tender Offer Memorandum and any 
other documents or materials relating to the Offers 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 of the 
Financial Promotion Order or any other persons to whom it may otherwise lawfully 
be made under the Financial Promotion Order. 
Insofar as the communication of this announcement, the Tender Offer Memorandum 
and any other documents or materials relating to the Offers is made to or 
directed at investment professionals (as defined in Article 19(5) of the 
Financial Promotion Order), it is made to or directed at persons having 
professional experience in matters relating to investments, and any investment 
or investment activity to which it relates is available only to such persons or 
will be engaged in only with such persons, and persons who do not have 
professional experience in matters relating to investments should not rely upon 
it. 
Belgium 
Neither this announcement, the Tender Offer Memorandum nor any other documents 
or materials relating to the Offers have been submitted to or will be submitted 
for approval or recognition to the Belgian Banking, Finance and Insurance 
Commission (Commission bancaire, financière et des assurances/Commissie voor het 
Bank-, Financie- en Assurantiewezen) and, accordingly, the Offers may not be 
made in Belgium by way of a public offering, as defined in Article 3 of the 
Belgian Law of 1 April 2007 on public takeover bids or as defined in Article 3 
of the Belgian Law of 16 June 2006 on the public offer of placement instruments 
and the admission to trading of placement instruments on regulated markets 
(together, the Belgian Public Offer Law), each as amended or replaced from time 
to time.  Accordingly, the Offers may not be advertised and the Offers will not 
be extended, and neither this announcement, the Tender Offer Memorandum nor any 
other documents or materials relating to the Offers (including any memorandum, 
information circular, brochure or any similar documents) has been or shall be 
distributed or made available, directly or indirectly, to any person in Belgium 
other than "qualified investors" in the sense of Article 10 of the Belgian 
Public Offer Law (as amended from time to time), acting on their own account. 
Insofar as Belgium is concerned, this announcement and the Tender Offer 
Memorandum have been issued only for the personal use of the above qualified 
investors and exclusively for the purpose of the Offers.  Accordingly, the 
information contained in this announcement and the Tender Offer Memorandum may 
not be used for any other purpose or disclosed to any other person in Belgium. 
France 
The Offers are not being made, directly or indirectly, to the public in the 
Republic of France (France).  Neither this announcement, the Tender Offer 
Memorandum nor any other document or materials relating to the Offers have been 
or shall be distributed to the public in France and only (i) providers of 
investment services relating to portfolio management for the account of third 
parties (personnes fournissant le service d'investissement de gestion de 
portefeuille pour compte de tiers) and/or (ii) qualified investors 
(investisseurs qualifiés), in each case, other than individuals acting for their 
own account, all as defined in, and in accordance with, Articles L.411-1, 
L.411-2 and D.411-1 to D.411-3 of the French Code monétaire et financier, are 
eligible to participate in the Offers.  Neither this announcement nor the Tender 
Offer Memorandum have been, or will be, submitted for clearance to or approved 
by the Autorité des Marchés Financiers. 
 
 
This information is provided by RNS 
            The company news service from the London Stock Exchange 
   END 
 
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