TIDM43XA
RNS Number : 6056E
Naturgy Capital Markets S.A.
19 October 2018
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES
OF ARTICLE 7 OF THE MARKET ABUSE REGULATION (EU) 596/2014.
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 INDICATIVE RESULTS 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 announcement on 11 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 indicative results 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 each of 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
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 their non-binding indication
that (subject to confirmation by the relevant Issuer in its sole
and absolute discretion):
(i) NCM intends to accept 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 intends to accept 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 intends to accept 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 intends to accept 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 will be 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, will be
determined 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.
Description May 2019 July 2019 4.50% January 6.00% January NF Notes November
of Notes Notes Notes 2020 Notes 2020 Notes (XS0981438582) 2021 Notes
/ ISIN (XS0627188468) (XS0436928872) (XS0479542580) (XS0829360923) (XS0458749826)
Maturity 24 May 2019 9 July 2019 27 January 27 January 15 April 2 November
Date 2020 2020 2021 2021
--------------- --------------- --------------- --------------- --------------- ---------------
Indicative
aggregate
principal
amount
accepted EUR55,800,000 EUR17,500,000 EUR88,150,000 EUR79,300,000 EUR33,300,000 EUR40,300,000
--------------- --------------- --------------- --------------- --------------- ---------------
The relevant Issuer 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;
and (iii) in respect of the November 2021 Notes only, the Reference
Benchmark Yield and the Purchase Yield, as soon as practicable
following the Pricing Time, 1:00 p.m. (London time) today.
Settlement
All purchases of Notes accepted pursuant to the Solicitation of
Offers to Sell are (subject to confirmation by the relevant Issuer
in its sole and absolute discretion) expected to be settled on 22
October 2018 (the "Settlement Date") through the normal procedures
of the Clearing Systems. 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.
Notes in respect of which an Issuer 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.
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: +34 91 700 56 08
Telephone: +44 (0) 20 3134 8515 / 09 / 10
Email: eu.lm@barclays.com Email: mlafont@caixabank.com;
Attn: Liability Management Group araguilar@caixabank.com; natalia.garcia@caixabank.com;
lst.originacion.rf@lacaixa.es
Attn: Miguel Lafont, Alvaro
Aguilar, Natalia Garcia
Citigroup Global Markets Limited
Citigroup Centre
Canada Square
Canary Wharf
London E14 5LB
United Kingdom
Telephone: +44 20 7986 8969
Email: liabilitymanagement.europe@citi.com
Attn: Liability Management Group
A copy of the Memorandum is available to eligible persons upon
request from the Tender Agent:
THE TER 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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