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Name | Symbol | Market | Type |
---|---|---|---|
Nat Cap 21 | LSE:43XA | London | Medium Term Loan |
Price Change | % Change | Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|---|---|
0.00 | 0.00% | 121.2229 | 0 | 01:00:00 |
TIDM43XA
RNS Number : 9014U
Naturgy Capital Markets S.A.
27 November 2019
NATURGY ENERGY GROUP, S.A. (the "Guarantor" or "Naturgy") in compliance with the provisions of Article 17 of Regulation (EU) 596/2014 of the European Parliament and of the Council of 16 April 2014 on market abuse and Article 226 of the Securities Market Act, approved by Royal Legislative Decree 4/2015, of 23 October (texto refundido de la Ley del Mercado de Valores aprobado por el Real Decreto Legislativo 4/2015, de 23 de octubre) hereby notifies the following:
REGULATORY ANNOUNCEMENT
Further to its announcements on 19 November 2019 and 27 November 2019, 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 EUR750,000,000 5.125 per cent. Guaranteed Notes due November 2021 (ISIN: XS0458749826) (the "November 2021 Notes") and EUR1,000,000,000 1.125 per cent. Guaranteed Notes due 11 April 2024 (ISIN: XS1590568132) (the "NC January 2024 Notes", and together with the November 2021 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 "April 2021 Notes"), EUR750,000,000 3.875 per cent. Guaranteed Notes due 2022 (ISIN: XS0914400246) (the "April 2022 Notes"), EUR600,000,000 3.875 per cent. Guaranteed Notes due 2023 (ISIN: XS0875343757) (the "January 2023 Notes"), EUR200,000,000 2.625 per cent. Guaranteed Notes due 8 May 2023 (ISIN: XS1062909624) (the "May 2023 Notes"), EUR500,000,000 2.875 per cent. Guaranteed Notes due 11 March 2024 (ISIN: XS1041934800) (the "March 2024 Notes") and EUR500,000,000 1.375 per cent. Guaranteed Notes due 21 January 2025 (ISIN: XS1170307414) (the "January 2025 Notes", and together with the April 2021 Notes, the April 2022 Notes, the January 2023 Notes, the May 2023 Notes, the March 2024 Notes, 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 19 November 2019 (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 26 November 2019 (the "Expiration Date"), the Issuers hereby announce that:
(i) NCM has accepted for purchase EUR293,850,000 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 EUR359,500,000 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 April 2021 Notes, November 2021 Notes, April 2022 Notes, January 2023 Notes and the May 2023 Notes, by the Joint Dealer Managers by reference to the relevant Purchase Yield and (ii) in respect of the NC January 2024 Notes, March 2024 Notes and January 2025 Notes by reference to the sum of the Reference Benchmark Yield and the Purchase Spread, as follows:
Description Issuer Maturity Aggregate Reference Reference Purchase Purchase Purchase Purchase of Notes Date principal Benchmark Benchmark Spread Yield Price Price (per / ISIN amount Yield (expressed Minimum accepted as a Denomination) percentage) April 2021 Notes -0.35 / 15 April Not Not Not per XS0981438582 NF 2021 EUR23,300,000 Applicable Applicable Applicable cent. 105.336 EUR105,335.81 -------- ---------- --------------- ------------- ----------- ----------- --------- ------------ -------------- November 2021 Notes 2 -0.30 / November Not Not Not per XS0458749826 NCM 2021 EUR36,150,000 Applicable Applicable Applicable cent. 110.511 EUR55,255.64 -------- ---------- --------------- ------------- ----------- ----------- --------- ------------ -------------- April 2022 Notes -0.25 / 11 April Not Not Not per XS0914400246 NF 2022 EUR37,300,000 Applicable Applicable Applicable cent. 109.814 EUR109,813.94 -------- ---------- --------------- ------------- ----------- ----------- --------- ------------ -------------- January 2023 Notes 17 -0.15 / January Not Not Not per XS0875343757 NF 2023 EUR65,600,000 Applicable Applicable Applicable cent. 112.666 EUR112,665.99 -------- ---------- --------------- ------------- ----------- ----------- --------- ------------ -------------- May 2023 Notes -0.10 / 8 May Not Not Not per XS1062909624 NF 2023 EUR45,700,000 Applicable Applicable Applicable cent. 109.402 EUR109,402.35 -------- ---------- --------------- ------------- ----------- ----------- --------- ------------ -------------- 11 April 2024 (with a first optional NC January call January 2024 date 2024 Notes on 11 Interpolated -0.130 / January Mid-Swap -0.280 per XS1590568132 NCM 2024) EUR257,700,000 Rate per cent. 15bps cent. 105.188 EUR105,188.16 -------- ---------- --------------- ------------- ----------- ----------- --------- ------------ -------------- March March 2024 2024 Notes Interpolated -0.122 / 11 March Mid-Swap -0.272 per XS1041934800 NF 2024 EUR88,200,000 Rate per cent. 15bps cent. 112.881 EUR112,881.46 -------- ---------- --------------- ------------- ----------- ----------- --------- ------------ -------------- January January 2025 2025 Notes 21 Interpolated -0.084 / January Mid-Swap -0.234 per XS1170307414 NF 2025 EUR99,400,000 Rate per cent. 15bps cent. 107.530 EUR107,530.36 -------- ---------- --------------- ------------- ----------- ----------- --------- ------------ --------------
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 28 November 2019.
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. CaixaBank, S.A., Citigroup Global Markets Limited and Crédit Agricole Corporate and Investment Bank 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
CaixaBank, S.A. Citigroup Global Markets Limited Calle Pintor Sorolla 2-4 Citigroup Centre 46002 Valencia Canada Square Spain Canary Wharf London E14 5LB Telephone: +34 91 700 56 08 / 09 United Kingdom / 10 Telephone: +44 20 7986 8969 Email: mlafont@caixabank.com; Email: liabilitymanagement.europe@citi.com araguilar@caixabank.com; Attn: Liability Management Group natalia.garcia@caixabank.com; lst.originacion.rf@lacaixa.es Attn: Miguel Lafont, Alvaro Aguilar, Natalia Garcia Crédit Agricole Corporate and Investment Bank 12 place des États-Unis CS 70052 92 547 Montrouge Cedex France Telephone: +44 20 7214 5903 Email: liability.management@ca-cib.com Attn: Liability Management
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.: +44 207 704 0880
Email: naturgy@lucid-is.com
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: eberenguer@naturgy.com
Naturgy Finance B.V.
Barbara Strozzilaan 201
1083 HN Amsterdam
The Netherlands
Attention: Enrique Berenguer Marsal (Managing Director)
Email: eberenguer@naturgy.com
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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(END) Dow Jones Newswires
November 27, 2019 11:24 ET (16:24 GMT)
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