TIDM37XD
RNS Number : 1447B
Western Power Dist.(South Wales)PLC
05 October 2020
Publication of Final Terms
Western Power Distribution (South Wales) plc (the "Issuer ")
Legal Entity Identifier: 549300RHOCSNK1FZ4116
Issue of GBP250,000,000 1.625 per cent. Fixed Rate Notes due
2035
(the "Notes" )
under the GBP4,000,000,000
Euro Medium Term Note Programme
5 October 2020
PROHIBITION OF SALES TO EEA AND UK RETAIL INVESTORS - The Notes
are not intended to be offered, sold or otherwise made available to
and should not be offered, sold or otherwise made available to any
retail investor in the European Economic Area (the EEA) or in the
United Kingdom (the UK). For these purposes, a retail investor
means a person who is one (or more) of: (i) a retail client as
defined in point (11) of Article 4(1) of Directive 2014/65/EU (as
amended or superseded) (MiFID II); or (ii) a customer within the
meaning of Directive (EU) 2016/97 (as amended or superseded) (the
Insurance Distribution Directive), where that customer would not
qualify as a professional client as defined in point (10) of
Article 4(1) of MiFID II; or (iii) not a qualified investor as
defined in Regulation (EU) 2017/1129 (as amended or superseded)
(the Prospectus Regulation). Consequently no key information
document required by Regulation (EU) No 1286/2014 (as amended or
superseded) (the PRIIPs Regulation) for offering or selling the
Notes or otherwise making them available to retail investors in the
EEA or in the UK has been prepared and therefore offering or
selling the Notes or otherwise making them available to any retail
investor in the EEA or in the UK may be unlawful under the PRIIPs
Regulation.
MIFID II product governance / Professional investors and ECPs
only target market - Solely for the purposes of each manufacturer's
product approval process, the target market assessment in respect
of the Notes has led to the conclusion that: (i) the target market
for the Notes is eligible counterparties and professional clients
only, each as defined in MiFID II, and (ii) all channels for
distribution of the Notes to eligible counterparties and
professional clients are appropriate. Any person subsequently
offering, selling or recommending the Notes (a distributor) should
take into consideration the manufacturers' target market
assessment; however, a distributor subject to MiFID II is
responsible for undertaking its own target market assessment in
respect of the Notes (by either adopting or refining the
manufacturers' target market assessment) and determining
appropriate distribution channels.
Prohibition of sales to consumers in Belgium: The Notes are not
intended to be offered, sold or otherwise made available to, and
should not be offered, sold or otherwise made available to, any
consumer (consument/consommateur) within the meaning of the Belgian
Code of Economic Law (Wetboek van economisch recht/Code de droit
économique), as amended.
Part A
Contractual Terms
Terms used herein shall be deemed to be defined as such for the
purposes of the Conditions set forth in the Prospectus dated 21
August 2020, which constitutes a base prospectus (the Prospectus)
for the purposes of Regulation (EU) 2017/1129 (as amended or
superseded) (the Prospectus Regulation). This document constitutes
the final terms of the Notes described herein (the Final Terms) for
the purposes of Article 8 of the Prospectus Regulation and must be
read in conjunction with such Prospectus. Full information on the
Issuer and the offer of the Notes is only available on the basis of
the combination of these Final Terms and the Prospectus. The
Prospectus is available for viewing at
www.westernpower.co.uk/about-us/financial-information and during
normal business hours at Avonbank, Feeder Road, Bristol BS2 0TB and
copies may be obtained from Avonbank, Feeder Road, Bristol BS2 0TB.
The Prospectus and (in the case of Notes listed and admitted to
trading on the regulated market of the London Stock Exchange) the
applicable Final Terms will also be published on the website of the
London Stock Exchange:
www.londonstockexchange.com/exchange/news/market-news/market-news-home.html.
1. Issuer: Western Power Distribution (South
Wales) plc
2. (i) Series Number: 2020-1
(ii) Tranche Number: 1
(iii) Date on which the Not Applicable
Notes will be consolidated
and form a single
Series:
3. Specified Currency or Pound sterling (GBP)
Currencies:
4. Aggregate Nominal Amount:
(i) Series: GBP250,000,000
(ii) Tranche: GBP250,000,000
5. Retained Notes:
(i) Retained Notes Principal Not Applicable
Amount:
(ii) Retained Note Cancellation Not Applicable
Date:
6. (i) Issue Price of Tranche: 98.946 per cent. of the Aggregate
Nominal Amount
7. (i) Specified Denominations: GBP200,000 and integral multiples
of GBP1,000 in excess thereof up
to and including GBP399,000. No
Notes in definitive form will be
issued with a denomination of integral
multiples above GBP399,000.
(ii) Calculation Amount: GBP1,000
(Applicable to Notes
in definitive form)
8. (i) Issue Date: 7 October 2020
(ii) Interest Commencement Issue Date
Date:
9. Maturity Date: 7 October 2035
10. Interest Basis: 1.625 per cent. Fixed Rate
11. Redemption Basis: Subject to any purchase and cancellation
or early redemption, the Notes
will be redeemed on the Maturity
Date at 100 per cent. of their
nominal amount.
12. Change of Interest Basis Not Applicable
or Redemption/ Payment
Basis:
13. Put/Call Options: Restructuring Put Option
Pre-Maturity Call Option
Make-whole Redemption
(further particulars specified
in paragraphs 23/26/28 below)
14. Status of the Notes: Senior
15. Date approval by Committee 25 September 2020
of the Board of Directors
for issuance of Notes
obtained:
Provisions Relating to Interest (if any) Payable
16. Fixed Rate Note Provisions Applicable
(i) Rate of Interest: 1.625 per cent. per annum payable
annually in arrear
(ii) Interest Payment 7 October in each year from and
Date(s): including 7 October 2021 up to
and including the Maturity Date
(iii) Fixed Coupon Amount: GBP16.25 per Calculation Amount
(Applicable to Notes
in definitive form)
(iv) Broken Amount(s): Not Applicable
(Applicable to Notes
in definitive form)
(v) Day Count Fraction: Actual/Actual ICMA
(vi) Determination Date(s): 7 October in each year
17. Floating Rate Note Provisions Not Applicable
18. Zero Coupon Note Provisions Not Applicable
19. Index Linked Interest Not Applicable
Note Provisions
Provisions Relating to Redemption
20. Index Linked Redemption Not Applicable
Provisions
21. Issuer Call Not Applicable
22. Investor Put Not Applicable
23. Restructuring Put Option Applicable (Condition 6(i) (Redemption
at the Option of the Noteholders
on a Restructuring Event) applies)
(i) Optional Redemption GBP1,000 per Calculation Amount
Amount(s):
24. Final Redemption Amount: GBP1,000 per Calculation Amount
25. Early Redemption Amount GBP1,000 per Calculation Amount
payable on redemption
for taxation reasons or
on event of default:
26. Pre-Maturity Call Option: Applicable (Condition 6(f) (Pre-Maturity
Call Option by the Issuer) applies)
27. Clean-up Call Option: Not Applicable
28. Make-whole Redemption Applicable (Condition 6(e) (Redemption
at the Option of the Relevant Issuer)
applies)
(i) Make-Whole Redemption +0.20 per cent. per annum
Margin:
(ii) Notice Period: Refer to Condition 6(e) (Redemption
at the Option of the Relevant Issuer)
(iii) Make-Whole Reference UKT 4.500% due September 2034
Bond:
(iv) Reference Dealers: Not Applicable
(v) Quotation Time: Not Applicable
(vi) Determination Date: Not Applicable
(vii) If redeemable in Not Applicable
part:
General Provisions Applicable to the Notes
29. Form of Notes: Bearer
(i) if issued in Bearer Temporary Global Note exchangeable
form: for a permanent Global Note which
is exchangeable for Definitive
Notes in the limited circumstances
specified in the permanent Global
Note.
(ii) New Global Note: Yes
30. Additional Financial Centre(s) Not Applicable
or other special provisions
relating to payment dates:
31. Talons for future Coupons No
to be attached to Definitive
Notes:
Part B
Other Information
1. Listing and Admission to Trading
(i) Listing and admission Application is expected to be made
to trading: by the Issuer (or on its behalf)
for the Notes to be admitted to
trading on the London Stock Exchange's
regulated market and listing on
the Official List of the FCA and
this is expected to be effective
from 7 October 2020.
(ii) Estimate of total GBP4,725
expenses related
to admission to
trading:
2. Ratings
Ratings: The Notes to be issued are rated:
Baa1 (stable) by Moody's Investors
Service Limited (Moody's)
A- (stable) by S&P Global Ratings
Europe Limited (S&P)
Each of Moody's and S&P is established
in the UK or in the EEA and is
registered under Regulation (EC)
No. 1060/2009 (as amended) (the
CRA Regulation). As such, each
of Moody's and S&P is included
in the list of credit rating agencies
published by the European Securities
and Markets Authority on its website
in accordance with the CRA Regulation.
3. Interests of Natural and Legal Persons Involved in the
Issue
Save for any fees payable to the Managers, so far as the
Issuer is aware, no person involved in the issue of the
Notes has an interest material to the offer.
4. Reasons for the Offer, Estimated Net Proceeds and Total
Expenses
(i) Reasons for the General corporate purposes and
offer: refinancing existing borrowing
(ii) Estimated net proceeds: GBP246,552,500
5. Yield (Fixed Rate Notes only)
Indication of yield: 1.705 per cent.
6. Operational Information
(i) ISIN Code: XS2241245203
(ii) Common Code: 224124520
(iii) CFI: See the website of the Association
of National Numbering Agencies
(ANNA) or alternatively sourced
from the responsible National Numbering
Agency that assigned the ISIN.
(iv) FISN: See the website of the Association
of National Numbering Agencies
(ANNA) or alternatively sourced
from the responsible National Numbering
Agency that assigned the ISIN .
(v) Any clearing system(s) Not Applicable
other than Euroclear
Bank SA/NV and Clearstream
Banking S.A. and
the relevant identification
number(s):
(vi) Delivery: Delivery against payment
(vii) Names and addresses Not Applicable
of additional Paying
Agent(s) (if any):
(viii) Intended to be held Yes. Note that the designation
in a manner which "yes" simply means that the Notes
would allow Eurosystem are intended upon issue to be deposited
eligibility: with one of the international central
securities depositories (ICSD)
as common safekeeper and does not
necessarily mean that the Notes
will be recognised as eligible
collateral for Eurosystem monetary
policy and intra-day credit operations
by the Eurosystem either upon issue
or at any or all times during their
life. Such recognition will depend
upon the European Central Bank
(the ECB) being satisfied that
Eurosystem eligibility criteria
have been met.
7. Distribution
(i) Method of distribution: Syndicated
(ii) If syndicated, names Barclays Bank PLC
and addresses of 5 The North Colonnade
Managers: Canary Wharf
London E14 4BB
United Kingdom
Lloyds Bank Corporate Markets plc
10 Gresham Street
London EC2V 7AE
United Kingdom
MUFG Securities EMEA plc
Ropemaker Place
25 Ropemaker Street
London EC2Y 9AJ
United Kingdom
NatWest Markets Plc
250 Bishopsgate
London EC2M 4AA
United Kingdom
(iii) Stabilisation Manager(s) Lloyds Bank Corporate Markets plc
(if any):
(iv) If non-syndicated, Not Applicable
name and address
of relevant Dealer:
(v) U.S. Selling Restrictions: Reg. S Compliance Category 2; TEFRA
D
(vi) Prohibition of Sales Applicable
to EEA and UK Retail
Investors:
A copy of the Final Terms has been submitted to the National
Storage Mechanism and will shortly be available for inspection at:
https://data.fca.org.uk/#/nsm/nationalstoragemechanism and a copy
of the Final Terms is also available at
http://www.rns-pdf.londonstockexchange.com/rns/1447B_1-2020-10-5.pdf
For further information, please contact:
Julie Hunt
Treasurer
Avonbank
Feeder Road
Bristol
BS2 0TB
United Kingdom
DISCLAIMER
This announcement shall not constitute an offer to sell or the
solicitation of an offer to buy, nor shall there be any sale of the
securities referred to herein in any jurisdiction in which such
offer, solicitation or sale would be unlawful prior to
registration, exemption from registration or qualification under
the securities laws of any such jurisdiction.
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END
PFTBSBDGIUGDGGU
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October 05, 2020 11:08 ET (15:08 GMT)
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