Naturgy Capital Markets S.A. Final Results and Pricing of Tender Offer (6576E)

TIDM43XA

RNS Number : 6576E

Naturgy Capital Markets S.A.

19 October 2018

NATURGY CAPITAL MARKETS, S.A. (FORMERLY, GAS NATURAL CAPITAL MARKETS, S.A.) AND NATURGY FINANCE B.V. (FORMERLY, GAS NATURAL FENOSA FINANCE B.V.) ANNOUNCE FINAL RESULTS AND PRICING OF TER OFFER FOR NOTES ISSUED BY THEM AND GUARANTEED BY NATURGY ENERGY GROUP, S.A. (FORMERLY, 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 the Issuers, 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 the Issuers, the Guarantor, the Joint Dealer Managers or the Tender Agent.

London, 19 October 2018.

Further to its announcements on 11 October 2018 and 19 October 2018, Naturgy Capital Markets, S.A. (formerly, Gas Natural Capital Markets, S.A.) ("NCM") and Naturgy Finance B.V. (formerly, Gas Natural Fenosa Finance B.V.) ("NF", and together with NCM, the "Issuers" and each an "Issuer") hereby announce the final results and pricing of NCM's invitation to holders of its EUR500,000,000 5.375 per cent. Guaranteed Notes due May 2019 (ISIN: XS0627188468) (the "May 2019 Notes"), EUR500,000,000 6.375 per cent. Guaranteed Notes due July 2019 (ISIN: XS0436928872) (the "July 2019 Notes"), EUR850,000,000 4.500 per cent. Guaranteed Notes due January 2020 (ISIN: XS0479542580) (the "4.50% January 2020 Notes"), EUR800,000,000 6.00 per cent. Guaranteed Notes due 2020 (ISIN: XS0829360923) (the "6.00% January 2020 Notes") and EUR750,000,000 5.125 per cent. Guaranteed Notes due November 2021 (ISIN: XS0458749826) (the "November 2021 Notes", and together with the May 2019 Notes, the July 2019 Notes, the 4.50% January 2020 Notes and the 6.00% January 2020 Notes, the "NCM Notes"), and NF's invitation to holders of its EUR500,000,000 3.500 per cent. Guaranteed Notes due 15 April 2021 (ISIN: XS0981438582) (the "NF Notes", and together with the NCM Notes, the "Notes"), in each case guaranteed by Naturgy Energy Group, S.A. (formerly, Gas Natural SDG, S.A.) (the "Guarantor") to offer to sell Notes to NCM or NF, as applicable, 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 11 October 2018 (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 and Pricing

Following the expiration of the Solicitation of Offers to Sell at 4:00 p.m. (London time) on 18 October 2018 (the "Expiration Date"), the Issuers hereby announce that:

(i) NCM has accepted for purchase EUR281,050,000 in aggregate principal amount of the NCM Notes in accordance with the terms and conditions of the Solicitation of Offers to Sell;

(ii) NCM has accepted in full with no pro-ration all Offers to Sell in respect of the NCM Notes which were validly submitted by the Expiration Date;

(iii) NF has accepted for purchase EUR33,300,000 in aggregate principal amount of the NF Notes in accordance with the terms and conditions of the Solicitation of Offers to Sell; and

(iv) NF has accepted in full with no pro-ration all Offers to Sell in respect of the NF Notes which were validly submitted by the Expiration Date.

The Purchase Price for each Series of Notes accepted for purchase was determined at or around 1:00 p.m. (London time) today in accordance with the terms set out in the Memorandum (i) in respect of the May 2019 Notes, July 2019 Notes, 4.50% January 2020 Notes, the 6.00% January 2020 Notes and NF Notes, by the Joint Dealer Managers by reference to the relevant Purchase Yield and (ii) in respect of the November 2021 Notes, by reference to the sum of the Reference Benchmark Yield and the Purchase Spread, as follows:

 
 Description of     May 2019 Notes     July 2019 Notes     4.50% January     6.00% January 2020        NF Notes         November 2021 
  Notes / ISIN      (XS0627188468)      (XS0436928872)       2020 Notes            Notes            (XS0981438582)          Notes 
                                                           (XS0479542580)      (XS0829360923)                           (XS0458749826) 
 Maturity Date       24 May 2019         9 July 2019      27 January 2020     27 January 2020       15 April 2021      2 November 2021 
                 -------------------  -----------------  -----------------  -------------------  -------------------  ----------------- 
    Minimum 
  Denomination    EUR100,000/100,000   EUR50,000/50,000   EUR50,000/50,000   EUR100,000/100,000   EUR100,000/100,000   EUR50,000/50,000 
                 -------------------  -----------------  -----------------  -------------------  -------------------  ----------------- 
   Aggregate 
    principal 
     amount 
    accepted        EUR55,800,000       EUR17,500,000      EUR88,150,000       EUR79,300,000        EUR33,300,000       EUR40,300,000 
                 -------------------  -----------------  -----------------  -------------------  -------------------  ----------------- 
   Reference        Not Applicable      Not Applicable     Not Applicable      Not Applicable       Not Applicable      November 2021 
   Benchmark                                                                                                             Interpolated 
                                                                                                                        Mid-Swap Rate 
                 -------------------  -----------------  -----------------  -------------------  -------------------  ----------------- 
   Reference 
    Benchmark 
      Yield         Not Applicable      Not Applicable     Not Applicable      Not Applicable       Not Applicable          0.056% 
                 -------------------  -----------------  -----------------  -------------------  -------------------  ----------------- 
    Purchase        Not Applicable      Not Applicable     Not Applicable      Not Applicable       Not Applicable          -5bps 
     Spread 
                 -------------------  -----------------  -----------------  -------------------  -------------------  ----------------- 
 Purchase Yield         -0.30%              -0.30%             -0.25%              -0.25%               -0.10%              0.006% 
                 -------------------  -----------------  -----------------  -------------------  -------------------  ----------------- 
    Accrued 
    Interest 
  (expressed as 
  a percentage)         2.224%              1.834%             3.304%              4.405%               1.822%              4.971% 
                 -------------------  -----------------  -----------------  -------------------  -------------------  ----------------- 
 Purchase Price 
  (expressed as 
  a percentage)        103.337%            104.769%           106.031%            107.935%             108.942%            115.509% 
                 -------------------  -----------------  -----------------  -------------------  -------------------  ----------------- 
 

Settlement

On the Settlement Date, the relevant Issuer 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 that Issuer pursuant to the Terms and Conditions, subject to receipt of the relevant Notes. The Settlement Date is expected to be 22 October 2018.

Notes in respect of which an Issuer 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. Barclays Bank PLC, CaixaBank, S.A. and Citigroup Global Markets Limited 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

 
                   Barclays Bank PLC                               CaixaBank S.A. 
                 5 The North Colonnade                         Calle Pintor Sorolla 2-4 
                      Canary Wharf                                  46002 Valencia 
                     London E14 4BB                                     Spain 
                     United Kingdom                          Telephone: [phone] 
            Telephone: [phone]                           / 09 / 10 
               Email: [e-mail]                    Email: [e-mail]; 
            Attn: Liability Management Group    [e-mail]; [e-mail]; 
                                                            [e-mail] 
                                                             Attn: Miguel Lafont, Alvaro 
                                                               Aguilar, Natalia Garcia 
 
                                        Citigroup Global Markets Limited 
                                                 Citigroup Centre 
                                                  Canada Square 
                                                   Canary Wharf 
                                                  London E14 5LB 
                                                  United Kingdom 
                                           Telephone: [phone] 
                                    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

Tel.: [phone]

Email: [e-mail]

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

Naturgy Capital Markets, S.A.

Avenida de San Luis, 77,

28033 Madrid

Spain

Attention: Enrique Berenguer Marsal (Sole Administrator)

Email: [e-mail]

Naturgy Finance B.V.

Barbara Strozzilaan 201

1083 HN Amsterdam

The Netherlands

Attention: Enrique Berenguer Marsal (Managing Director)

Email: [e-mail]

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October 19, 2018 10:01 ET (14:01 GMT)