Gas Natural Capital Markets S.A. Final Results of Tender Offer by Citigroup (7169B)

TIDM43XA

RNS Number : 7169B

Gas Natural Capital Markets S.A.

05 April 2017

CITIGROUP ANNOUNCES FINAL RESULTS AND PRICING OF TER OFFER FOR NOTES ISSUED BY GAS NATURAL CAPITAL MARKETS, S.A. AND GUARANTEED BY GAS NATURAL SDG, S.A.

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO, OR TO ANY PERSON LOCATED OR RESIDENT IN OR AT ANY ADDRESS 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 AND THE DISTRICT OF COLUMBIA) (THE "UNITED STATES") OR TO ANY U.S. PERSON (AS DEFINED IN REGULATION S OF THE UNITED STATES SECURITIES ACT OF 1933, AS AMED (THE "SECURITIES ACT")) OR IN OR INTO ANY JURISDICTION WHERE IT IS UNLAWFUL TO RELEASE, PUBLISH OR DISTRIBUTE THIS ANNOUNCEMENT.

This announcement does not constitute an invitation to participate in the Solicitation of Offers to Sell (as defined herein) in or from any jurisdiction in or from which, or to or from any person 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 (including the United States, the United Kingdom, the Republic of Italy, Belgium, France and Spain) may be restricted by law. Persons into whose possession this document comes are required by Citigroup, the Issuer, the Guarantor and the Joint 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 Citigroup, the Issuer, the Guarantor, the Joint Dealer Managers or the Tender Agent.

London, 5 April 2017.

Further to its announcements on 28 March 2017 and 5 April 2017, Citigroup Global Markets Limited ("Citigroup") hereby announces the final results and pricing of its invitation to holders of the (i) EUR700,000,000 4.125 per cent. Guaranteed Notes due January 2018 (XS0479541699) (the "January 2018 Notes"); (ii) EUR750,000,000 5.00 per cent. Guaranteed Notes due 2018 (XS0741942576) (the "February 2018 Notes"); (iii) EUR850,000,000 4.500 per cent. Guaranteed Notes due January 2020 (XS0479542580) (the "4.500 per cent. January 2020 Notes"); (iv) EUR800,000,000 6.00 per cent. Guaranteed Notes due 2020 (XS0829360923) (the "6.00 per cent. January 2020 Notes"); and (v) EUR750,000,000 5.125 per cent. Guaranteed Notes due November 2021 (XS0458749826) (the "2021 Notes" together with the January 2018 Notes, the February 2018 Notes, the 4.500 per cent. January 2020 Notes and the 6.00 per cent. January 2020 Notes, the "Notes" and each a "Series") issued by Gas Natural Capital Markets, S.A. (the "Issuer") and guaranteed by Gas Natural SDG, S.A. (the "Guarantor") to offer to sell Notes to Citigroup 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 28 March 2017 (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.

Satisfaction of the New Notes Condition and Summary of Results and Pricing

Following the expiration of the Solicitation of Offers to Sell at 4:00 p.m. (London time) on 4 April 2017 (the "Expiration Date"), Citigroup hereby announces that: (i) the New Notes Condition has been satisfied, (ii) it has accepted for purchase EUR1,000,000,000 in aggregate principal amount of the Notes in accordance with the terms and conditions of the Solicitation of Offers to Sell, (iii) in respect of the January 2018 Notes, it has accepted Offers to Sell which were validly submitted by the Expiration Date on a pro-rata basis, with the pro-ration factor in respect of the January 2018 Notes of 64.50%, (iv) in respect of the February 2018 Notes, it has accepted Offers to Sell which were validly submitted by the Expiration Date on a pro-rata basis, with the pro-ration factor in respect of the February 2018 Notes of 64.45%, (v) in respect of the 4.500 per cent. January 2020 Notes, it has accepted in full all Offers to Sell which were validly submitted by the Expiration Date, (vi) in respect of the 6.00 per cent. January 2020 Notes, it has accepted in full all Offers to Sell which were validly submitted by the Expiration Date and (vii) in respect of the 2021 Notes, it has accepted in full all Offers to Sell which were validly submitted by the Expiration Date.

The Purchase Price for each Series of Notes accepted for purchase was determined at or around 2:00 p.m. (London time) today in accordance with the terms set out in the Memorandum (i) in respect of the 2021 Notes, by reference to the sum of the Reference Benchmark Yield and the Purchase Spread and (ii) in respect of the January 2018 Notes, February 2018 Notes, 4.500 per cent. January 2020 Notes and 6.00 per cent. January 2020 Notes, determined by the Joint Dealer Managers by reference to the relevant Purchase Yield, as follows:

 
 Description of Notes / ISIN    January 2018      February 2018      4.500 per      6.00 per cent.       2021 Notes 
                                    Notes             Notes        cent. January     January 2020      (XS0458749826) 
                               (XS0479541699)    (XS0741942576)      2020 Notes          Notes 
                                                                   (XS0479542580)   (XS0829360923) 
----------------------------  ----------------  ----------------  ---------------  ----------------  ----------------- 
        Maturity Date          26 January 2018     13 February       27 January     27 January 2020   2 November 2021 
                                                      2018              2020 
----------------------------  ----------------  ----------------  ---------------  ----------------  ----------------- 
    Minimum Denomination          EUR50,000        EUR100,000        EUR50,000        EUR100,000         EUR50,000 
----------------------------  ----------------  ----------------  ---------------  ----------------  ----------------- 
 Aggregate principal amount 
           accepted            EUR187,300,000    EUR164,200,000    EUR163,750,000   EUR365,600,000      EUR119,150,000 
----------------------------  ----------------  ----------------  ---------------  ----------------  ----------------- 
 
    Pro-Ration Factor (if 
         applicable)               64.50%            64.45%             N/A               N/A                N/A 
----------------------------  ----------------  ----------------  ---------------  ----------------  ----------------- 
     Reference Benchmark       Not Applicable    Not Applicable    Not Applicable   Not Applicable 
                                                                                                            2021 
                                                                                                        Interpolated 
                                                                                                        Mid-Swap Rate 
----------------------------  ----------------  ----------------  ---------------  ----------------  ----------------- 
 
  Reference Benchmark Yield    Not Applicable    Not Applicable    Not Applicable   Not Applicable          0.111% 
----------------------------  ----------------  ----------------  ---------------  ----------------  ----------------- 
       Purchase Spread         Not Applicable    Not Applicable    Not Applicable   Not Applicable         5 bps 
----------------------------  ----------------  ----------------  ---------------  ----------------  ----------------- 
       Purchase Yield              -0.25%            -0.25%            -0.10%           -0.10%             0.161% 
----------------------------  ----------------  ----------------  ---------------  ----------------  ----------------- 
 Accrued Interest (expressed 
       as a percentage)            0.780%            0.712%            0.851%           1.134%             2.176% 
----------------------------  ----------------  ----------------  ---------------  ----------------  ----------------- 
       Purchase Price 
       (expressed as a 
         percentage)              103.545%          104.513%          112.955%         117.180%           122.609% 
----------------------------  ----------------  ----------------  ---------------  ----------------  ----------------- 
    Accrued Interest (per 
    Minimum Denomination)         EUR389.90         EUR712.33        EUR425.34        EUR1,134.25        EUR1,088.18 
----------------------------  ----------------  ----------------  ---------------  ----------------  ----------------- 
 Purchase Price (per Minimum 
        Denomination)           EUR51,772.66      EUR104,513.30     EUR56,477.72     EUR117,180.03       EUR61,304.71 
----------------------------  ----------------  ----------------  ---------------  ----------------  ----------------- 
 

Settlement

On the Settlement Date, Citigroup will pay, or procure the payment of, the applicable Purchase Price plus Accrued Interest to all Noteholders whose Offers to Sell have been validly accepted by Citigroup pursuant to the Terms and Conditions. The Settlement Date is expected to be 6 April 2017.

Notes in respect of which Citigroup 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. Citigroup Global Markets Limited, Banco Bilbao Vizcaya Argentaria, S.A., BNP Paribas and CaixaBank, S.A. 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

 
                   Banco Bilbao Vizcaya                                      BNP Paribas 
                      Argentaria S.A.                                     10 Harewood Avenue 
                  44th Floor, One Canada                                    London NW1 6AA 
                          Square                                            United Kingdom 
                      London E14 5AA                                    Tel: [phone] 
                      United Kingdom                          Email: [e-mail] 
                   Tel: [phone]                                 Attention: Liability 
                     / [phone]                                      Management Group 
            Email: [e-mail] 
                   Attention: Liability 
                        Management 
-----------------------------------------------  -------------------------------------------------------- 
                      CaixaBank, S.A.                                  Citigroup Global Markets 
                    Debt Capital Markets                                        Limited 
                   Castellana 7, 7th floor                                  Citigroup Centre 
                        28046 Madrid                                         Canada Square 
                            Spain                                             Canary Wharf 
                   Tel: + 34 91 700 56 08                                    London E14 5LB 
                          /09 / 10                                           United Kingdom 
                  Attention: Miguel Lafont,                              Telephone: [phone] 
                    Antonio Sanz-Pastor,                                          8969 
                       Alvaro Aguilar                          Email: [e-mail] 
                                                                       Attn: Liability Management 
                                                                                 Group 
-------------------------------------------------  ------------------------------------------------------ 
 
 

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 / Paul Kamminga

Tel.: [phone]

Email.: [e-mail]

Further details relating to the contents of this announcement can be obtained from:

Gas Natural Capital Markets, S.A.

Plaça del Gas no.1

08003, Barcelona

Spain

Attention: Enrique Berenguer Marsal (Sole Director)

This information is provided by RNS

The company news service from the London Stock Exchange

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April 05, 2017 11:39 ET (15:39 GMT)