TIDM43XA
RNS Number : 8435U
Naturgy Capital Markets S.A.
27 November 2019
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, 27 November 2019.
Further to its announcement on 19 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 indicative results 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 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 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
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 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 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 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 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 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 April 2021 Notes, November 2021 Notes, April 2022
Notes, January 2023 Notes and the May 2023 Notes, will be
determined 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.
Description Issuer ISIN Maturity Indicative
of Notes Date aggregate
principal
amount accepted
April 2021 15 April
Notes NF XS0981438582 2021 EUR23,300,000
-------- -------------- ------------------- -----------------
November 2021 2 November
Notes NCM XS0458749826 2021 EUR36,150,000
-------- -------------- ------------------- -----------------
April 2022 11 April
Notes NF XS0914400246 2022 EUR37,300,000
-------- -------------- ------------------- -----------------
January 2023 17 January
Notes NF XS0875343757 2023 EUR65,600,000
-------- -------------- ------------------- -----------------
May 2023 Notes NF XS1062909624 8 May 2023 EUR45,700,000
-------- -------------- ------------------- -----------------
11 April
2024 (with
a first optional
call date
NC January on 11 January
2024 Notes NCM XS1590568132 2024) EUR257,700,000
-------- -------------- ------------------- -----------------
March 2024 11 March
Notes NF XS1041934800 2024 EUR88,200,000
-------- -------------- ------------------- -----------------
January 2025 21 January
Notes NF XS1170307414 2025 EUR99,400,000
-------- -------------- ------------------- -----------------
The relevant Issuer will announce whether it will accept valid
Offers to Sell pursuant to the Solicitation of Offers to Sell 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 for each Series of Notes accepted for purchase; and
(iii) in respect of the NC January 2024 Notes, the March 2024 notes
and the January 2025 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 28
November 2019 (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.
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
RTEFEIFSWFUSESF
(END) Dow Jones Newswires
November 27, 2019 05:08 ET (10:08 GMT)
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