Gas Natural Capital Markets S.A. Indicative Results of Tender Offer by Citigroup (6497B)

TIDM43XA

RNS Number : 6497B

Gas Natural Capital Markets S.A.

05 April 2017

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF ARTICLE 7 OF THE MARKET ABUSE REGULATION (EU) 596/2014.

CITIGROUP ANNOUNCES INDICATIVE RESULTS 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 announcement on 28 March 2017, Citigroup Global Markets Limited ("Citigroup") hereby announces the indicative results 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.

Summary of Results

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 its non-binding indication that (subject to confirmation by Citigroup in its sole and absolute discretion): (i) it intends to accept 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, (ii) in respect of the January 2018 Notes, it intends to accept Offers to Sell which were validly submitted by the Expiration Date on a pro-rata basis, with the indicative pro-ration factor in respect of the January 2018 Notes of 64.50%, (iii) in respect of the February 2018 Notes, it intends to accept Offers to Sell which were validly submitted by the Expiration Date on a pro-rata basis, with the indicative pro-ration factor in respect of the February 2018 Notes of 64.45%, (iv) in respect of the 4.500 per cent. January 2020 Notes, it intends to accept in full all Offers to Sell which were validly submitted by the Expiration Date, (v) in respect of the 6.00 per cent. January 2020 Notes, it intends to accept in full all Offers to Sell which were validly submitted by the Expiration Date and (vi) in respect of the 2021 Notes, it intends to accept 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 will be 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, will be determined by the Joint Dealer Managers by reference to the relevant Purchase Yield, in each case in accordance with the pricing formula set out in Annex A to the Memorandum.

 
   Description of       January 2018        February 2018     4.500 per cent.     6.00 per cent.        2021 Notes 
    Notes / ISIN            Notes               Notes           January 2020       January 2020       (XS0458749826) 
                       (XS0479541699)      (XS0741942576)          Notes               Notes 
                                                               (XS0479542580)     (XS0829360923) 
-------------------  ------------------  ------------------  -----------------  ------------------  ------------------ 
   Maturity Date       26 January 2018    13 February 2018    27 January 2020     27 January 2020     2 November 2021 
-------------------  ------------------  ------------------  -----------------  ------------------  ------------------ 
     Indicative 
      aggregate 
  principal amount 
      accepted         EUR187,300,000      EUR164,200,000      EUR163,750,000     EUR365,600,000      EUR119,150,000 
-------------------  ------------------  ------------------  -----------------  ------------------  ------------------ 
     Indicative 
  Pro-Ration Factor 
   (if applicable)         64.50%              64.45%               N/A                 N/A                 N/A 
-------------------  ------------------  ------------------  -----------------  ------------------  ------------------ 
 

Citigroup will announce whether it will accept valid Offers to Sell pursuant to the Purchase and, if so accepted, (i) the principal amount of each Series of Notes accepted for purchase and any pro-ration factor; (ii) the relevant Purchase Price and the Accrued Interest for each Series of Notes accepted for purchase; (iii) in respect of the 2021 Notes only, the Reference Benchmark Yield and the Purchase Yield; and (iv) the completion of the New Notes Condition, as soon as practicable following the Pricing Time, 2:00 p.m. (London time) today.

Settlement

All purchases of Notes accepted pursuant to the Solicitation of Offers to Sell are (subject to confirmation by Citigroup in its sole and absolute discretion) expected to be settled on 6 April 2017 (the "Settlement Date") through the normal procedures of the Clearing Systems. On the Settlement Date, Citigroup 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 Citigroup pursuant to the Terms and Conditions, subject to receipt of the relevant Notes.

Notes in respect of which Citigroup does not accept 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 04:29 ET (08:29 GMT)