REG - Wales & West Utl Fin Wales & West Ut. Ltd - Tender Offer to purchase notes for cash
THIS ANNOUNCEMENT RELATES TO THE DISCLOSURE OF INFORMATION THAT QUALIFIED OR MAY HAVE QUALIFIED AS INSIDE INFORMATION WITHIN THE MEANING OF ARTICLE 7(1) OF THE MARKET ABUSE REGULATION (EU) 596/2014 AS IT FORMS PART OF ENGLISH LAW BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018 (the "EUWA").
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO OR TO ANY PERSON LOCATED OR RESIDENT IN THE UNITED STATES, 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 AND THE DISTRICT OF COLUMBIA) (the "United States") OR TO ANY U.S. PERSON (AS DEFINED BELOW).
22 March 2021
WALES & WEST UTILITIES LIMITED
ANNOUNCES TENDER OFFER TO PURCHASE NOTES FOR CASH
Wales & West Utilities Limited (the "Offeror") has today launched an invitation to the holders of Wales & West Utilities Finance plc's (the "Issuer") Sub-Class A3 £250,000,000 4.625 per cent. Secured Guaranteed Bonds due 2023 (ISIN: XS0702021311) (the "Notes") to tender their Notes for purchase by the Offeror for cash up to the Maximum Acceptance Amount (the "Offer"). The Offer is being made on the terms and subject to the conditions set out in the tender offer memorandum dated 22 March 2021 (the "Tender Offer Memorandum") and is subject to the offer and distribution restrictions set out below and as more fully described in the Tender Offer Memorandum.
Description of Notes
ISIN
Aggregate Principal Amount Outstanding
Maturity Date
Benchmark Reference Security
Purchase Spread
Amount subject to the Offer
Sub-Class A3 £250,000,000 4.625 per cent. Secured Guaranteed Bonds due 2023
XS0702021311
£250,000,000
13 December 2023
2.25 per cent. UK Treasury Gilt due September 2023 (ISIN: GB00B7Z53659)
25 bps
The Offeror intends to accept Notes for purchase up to a maximum aggregate principal amount of £100,000,000 pursuant to the Offer, on the terms and subject to the conditions contained in the Tender Offer Memorandum
Copies of the Tender Offer Memorandum are (subject to offer and distribution restrictions) available from the Tender and Information Agent as set out below. Capitalised terms used but not defined in this announcement have the meanings given to them in the Tender Offer Memorandum.
Rationale for the Offer
The Offer is being made as part of the Offeror's liability management relating to debt maturities and cost of debt.
Notes purchased by the Offeror pursuant to the Offer will be cancelled and not re-sold. Notes which have not been validly tendered and accepted for purchase pursuant to the Offer will remain outstanding after the Settlement Date.
Purchase Price
Subject to the Minimum Denomination, the Purchase Price will be calculated as follows: the Dealer Managers, on behalf of the Offeror, will calculate the price (expressed as a percentage and rounded to the third decimal place, with 0.0005 being rounded upwards) payable in respect of the Notes validly tendered and accepted for purchase by the Offeror pursuant to the Offer (the "Purchase Price"), by reference to the annualised sum of the Purchase Spread and the Benchmark Reference Security Yield, expressed as a percentage rounded to the third decimal place (with 0.0005 being rounded upwards) (the "Purchase Yield") at or around the Pricing Time, in accordance with the formula set out in Annex A (Formula to Determine Purchase Price) of the Tender Offer Memorandum.
The determination of the Purchase Price by the Dealer Managers will, in the absence of manifest error, be final and binding on all parties.
Maximum Acceptance Amount
The Offeror proposes to accept for purchase Notes up to the Maximum Acceptance Amount on the terms and subject to the conditions contained in the Tender Offer Memorandum. The Offeror reserves the right, in its sole and absolute discretion, to purchase more than the Maximum Acceptance Amount, subject to applicable law.
Scaling
In the event that validly submitted Tender Instructions are received in respect of an aggregate principal amount of Notes which is greater than the Maximum Acceptance Amount, such Tender Instructions will be accepted on a pro rata basis (as further described in the Tender Offer Memorandum).
Accrued Interest Payment
The Offeror will pay accrued and unpaid interest in respect of all Notes validly tendered and delivered and accepted for purchase by the Offeror pursuant to the Offer, from and including the interest payment date for the Notes immediately preceding the Settlement Date to but excluding the Settlement Date.
Purchase Consideration
The total consideration payable to each Noteholder in respect of Notes validly submitted for tender and accepted for purchase by the Offeror will be an amount in cash equal to (i) the Purchase Price multiplied by each £1,000 in aggregate principal amount of Notes tendered and delivered by such Noteholder and accepted by the Offeror for purchase (rounded to the nearest £0.01, with £0.005 being rounded upwards), (ii) plus the Accrued Interest Payment in respect of such Notes.
Tender Instructions
To tender Notes in the Offer, a holder of Notes should deliver, or arrange to have delivered on its behalf, via the relevant Clearing System and in accordance with the requirements of such Clearing System, a valid Tender Instruction that is received in each case by the Tender and Information Agent by the Expiration Deadline. See "Procedures for Participating in the Offer" in the Tender Offer Memorandum for further information.
Tender Instructions must be submitted in respect of a principal amount of Notes of no less than the Minimum Denomination (being £100,000), and may be submitted in integral multiples of £1,000 thereafter.
The Offeror is not under any obligation to accept for purchase any Notes tendered pursuant to the Offer. The acceptance for purchase by the Offeror of Notes tendered pursuant to the Offer is at the sole discretion of the Offeror and tenders may be rejected by the Offeror for any reason. The Offeror reserves the right, in its sole and absolute discretion, not to accept any Tender Instructions, not to purchase Notes or to extend, re-open, revoke or terminate the Offer and to amend or waive any of the terms and conditions of the Offer in any manner (including, but not limited to, purchasing more than the Maximum Acceptance Amount), subject to applicable laws and regulations.
Before making a decision whether to tender Notes pursuant to the Offer, Noteholders should carefully consider all of the information in the Tender Offer Memorandum and, in particular, the factors set out under the heading "Risk Factors and Other Considerations".
Indicative Timetable for the Offer
The following is an indicative timetable showing one possible outcome for the timing of the Offer based on the dates in the Tender Offer Memorandum. This timetable is subject to change and dates and times may be extended or amended by the Offeror in accordance with the terms of the Offer as described in the Tender Offer Memorandum. Accordingly, the actual timetable may differ significantly from the timetable below.
Date
Number of Business Days from and including Launch
Action
22 March 2021
Day 1
Commencement of the Offer
Offer announced by way of announcements on the relevant Notifying News Service(s), through the Clearing Systems and via RNS.
Tender Offer Memorandum available from the Tender and Information Agent.
29 March 2021
16.00 hours,
London time
Day 6
Expiration Deadline
Deadline for receipt by the Tender and Information Agent of all Tender Instructions in order for Noteholders to be able to participate in the Offer.
30 March 2021
At or around 9:00 hours
London time
Day 7
Announcement of Indicative Result of Offer
Announcement of the aggregate principal amount of Notes validly tendered pursuant to the Offer and a non-binding indication of (i) the aggregate principal amount of Notes to be accepted for purchase pursuant to the Offer, and (ii) the level at which the Offeror expects to set the Scaling Factor (if applicable).
30 March 2021
At or around 11:00 hours
London time
Day 7
Pricing Time
Determination of the Benchmark Reference Security Yield (for the purpose of calculating the Purchase Yield and the Purchase Price)
30 March 2021
As soon as reasonably practicable after the Pricing Time on the Pricing Date
Day 7
Announcement of Result of Offer
Announcement of the Offeror's decision whether to accept valid tenders of Notes for purchase pursuant to the Offer (including, if applicable, the Settlement Date for the Offer).
Details of:
(i) the Purchase Price, the Purchase Yield and the Benchmark Reference Security Yield;
(ii) the final aggregate principal amount of the Notes validly tendered pursuant to the Offer; and
(iii) the aggregate principal amount of Notes accepted for purchase pursuant to the Offer and the Scaling Factor (if applicable),
distributed by way of announcements on the relevant Notifying News Service(s), through the Clearing Systems and via RNS.
6 April 2021
Day 10
Settlement
Expected Settlement Date for the Offer. Payment of Purchase Consideration and Accrued Interest Payment in respect of the Offer.
Noteholders are advised to check with any bank, securities broker or other intermediary through which they hold Notes when such intermediary would require to receive instructions from a Noteholder in order for that Noteholder to be able to participate in, or (in the limited circumstances in which revocation is permitted) revoke their instruction to participate in, the Offer before the deadlines specified above. The deadlines set by any such intermediary and each Clearing System for the submission of Tender Instructions will be earlier than the relevant deadlines specified above.
Noteholders are advised to carefully read the Tender Offer Memorandum for full details of, and information on, the procedures for participating in the Offer.
Barclays Bank PLC, BNP Paribas and NatWest Markets Plc are acting as Dealer Managers for the Offer and Lucid Issuer Services Limited is acting as Tender and Information Agent.
For further information:
A complete description of the terms and conditions of the Offer is set out in the Tender Offer Memorandum. Further details about the transaction can be obtained from:
The Dealer Managers:
Barclays Bank PLC
5 The North Colonnade
Canary Wharf
London E14 4BB
United Kingdom
Telephone: +44 (0)203 134 8515
Attention: Liability Management Group
Email: eu.lm@barclays.com
BNP Paribas
16, boulevard des Italiens
75009 Paris
France
Telephone: +33 1 55 77 78 94
Attention: Liability Management Group
Email: liability.management@bnpparibas.com
NatWest Markets Plc
250 Bishopsgate
London EC2M 4AA
United Kingdom
Telephone: +44 (0)207 678 5222
Attention: Liability Management
Email: liabilitymanagement@natwestmarkets.com
The Tender and Information Agent:
Lucid Issuer Services Limited
Tankerton Works
12 Argyle Walk
London WC1H 8HA
Telephone: +44 (0)20 7704 0880
Attention: Mu-yen Lo / Jacek Kusion
Email: wwu@lucid-is.com
A copy of the Tender Offer Memorandum is available to eligible persons upon request from the Tender and Information Agent.
This announcement is released by Wales & West Utilities Limited and contains information that qualified or may have qualified as inside information for the purposes of Article 7 of the Market Abuse Regulation (EU) 596/2014 as it forms part of English law by virtue of the EUWA ("UK MAR"), encompassing information relating to the Offer described above. For the purposes of UK MAR and Article 2 of Commission Implementing Regulation (EU) 2016/1055 as it forms part of English law by virtue of the EUWA, this announcement is made by Neil Henson, Director of Finance.
DISCLAIMER
The Dealer Managers do not take responsibility for the contents of this announcement. None of the Issuer, the Dealer Managers, the Tender and Information Agent or any of their respective directors, officers, employees, agents or affiliates makes any representation or recommendation whatsoever regarding this announcement, the Tender Offer Memorandum or the Offer, and none of the Offeror, the Issuer, the Dealer Managers, the Tender and Information Agent or their respective directors, officers, employees, agents or affiliates makes any recommendation as to whether holders of Notes should tender Notes for purchase pursuant to the Offer. This announcement must be read in conjunction with the Tender Offer Memorandum. No Offer is being made pursuant to this announcement. The Offer is only being made in the Tender Offer Memorandum and the Offer should be made solely on the basis of information contained in the Tender Offer Memorandum. This announcement and the Tender Offer Memorandum contain important information, which should be read carefully before any decision is made with respect to the Offer. A holder of Notes should consult its own tax, accounting, financial and legal advisers as needed to assist it in making its own investment decision and advise it on whether it is legally permitted to offer Notes for cash. Any individual or company whose Notes are held on its behalf by a broker, dealer, bank, custodian, trust company or other nominee or intermediary must contact such entity if it wishes to tender Notes in the Offer.
Offer and Distribution Restrictions
None of this announcement, the Tender Offer Memorandum or any other materials relating to the Offer constitutes an invitation to participate in the Offer in any jurisdiction in which, or to any person to or from whom, it is unlawful to make such invitation or for there to be such participation under applicable securities laws. The distribution in certain jurisdictions of this announcement, the Tender Offer Memorandum or any other materials relating to the Offer may be restricted by law. Persons into whose possession this announcement, the Tender Offer Memorandum or any other materials relating to Offer comes are required by each of the Offeror, the Dealer Managers and the Tender and Information Agent to inform themselves about and to observe any such restrictions.
United States
The Offer is not being made and will not be made, directly or indirectly, in or into, or by use of the mails of, or by any means or instrumentality of interstate or foreign commerce of, or of any facilities of a national securities exchange of, the United States or to any U.S. Person (as defined in Regulation S of the United States Securities Act of 1933, as amended (each a "U.S. Person")). This includes, but is not limited to, facsimile transmission, electronic mail, telex, telephone, the internet and other forms of electronic communication. Accordingly, copies of this announcement, the Tender Offer Memorandum and any other documents or materials relating to the Offer are not being, and must not be, directly or indirectly, mailed or otherwise transmitted, distributed or forwarded (including, without limitation, by custodians, nominees or trustees) in or into the United States or to a U.S. Person and the Notes cannot be tendered in the Offer by any such use, means, instrumentality or facility or from or within or by persons located or resident in the United States or by any U.S. Person. Any purported tender of Notes in the Offer resulting directly or indirectly from a violation of these restrictions will be invalid and any purported tender of Notes made by a person located in the United States, a U.S. Person, by any person acting for the account or benefit of a U.S. Person, or by any agent, fiduciary or other intermediary acting on a non-discretionary basis for a principal giving instructions from within the United States will be invalid and will not be accepted. Each holder of Notes participating in the Offer will represent that it is not a U.S. Person located in the United States and is not participating in the Offer from the United States, or it is acting on a non-discretionary basis for a principal located outside the United States that is not giving an order to participate in the Offer from the United States and who is not a U.S. Person. For the purposes of this paragraph, "United States" means 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.
United Kingdom
The communication of this announcement, the Tender Offer Memorandum and any other documents or materials relating to the Offer is not being made, and such documents and/or materials have not been approved, by an authorised person for the purposes of section 21 of the Financial Services and Markets Act 2000. Accordingly, such documents and/or materials are not being distributed to, and must not be passed on to, the general public in the United Kingdom. The communication of such documents and/or materials as a financial promotion is only being made to those persons in the United Kingdom falling within the definition of investment professionals (as defined in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "Financial Promotion Order")) or persons who are within Article 43(2) of the Financial Promotion Order or any other persons to whom it may otherwise lawfully be made under the Financial Promotion Order.
France
The Offer is not being made, directly or indirectly, to the public in the Republic of France ("France"). None of this announcement, the Tender Offer Memorandum or any other documents or materials relating to the Offer has been or shall be distributed to the public in France and only (i) providers of investment services relating to portfolio management for the account of third parties (personnes fournissant le service d'investissement de gestion de portefeuille pour compte de tiers) and/or (ii) qualified investors (investisseurs qualifiés) other than individuals, in each case acting on their own account and all as defined in, and in accordance with, Articles L.411-1, L.411-2 and D.411-1 of the French Code Monétaire et Financier, are eligible to participate in the Offer. None of this announcement, the Tender Offer Memorandum or any other document or material relating to the Offer has been or will be submitted for clearance to or approved by the Autorité des marchés financiers.
Italy
None of the Offer, this announcement, the Tender Offer Memorandum or any other documents or materials relating to the Offer has been or will be submitted to the clearance procedure of the Commissione Nazionale per le Società e la Borsa ("CONSOB").
The Offer is being carried out in the Republic of Italy as an exempted offer pursuant to article 101-bis, paragraph 3-bis of the Legislative Decree No. 58 of 24 February 1998, as amended (the "Financial Services Act") and article 35-bis, paragraph 4 of CONSOB Regulation No. 11971 of 14 May 1999, as amended.
Noteholders, or beneficial owners of the Notes that are located in Italy, can tender some or all of their Notes pursuant to the Offer through authorised persons (such as investment firms, banks or financial intermediaries permitted to conduct such activities in Italy in accordance with the Financial Services Act, CONSOB Regulation No. 20307 of 15 February 2018, as amended from time to time, and Legislative Decree No. 385 of 1 September 1993, as amended) and in compliance with applicable laws and regulations or with requirements imposed by CONSOB or any other Italian authority.
Each intermediary must comply with the applicable laws and regulations concerning information duties vis-à-vis its clients in connection with the Notes and/or the Offer.
General
Neither this announcement nor the Tender Offer Memorandum nor the electronic transmission thereof constitutes an offer to buy or the solicitation of an offer to sell Notes (and tenders of Notes for purchase pursuant to the Offer will not be accepted from Noteholders) in any circumstances in which such offer or solicitation is unlawful. In those jurisdictions where the securities, blue sky or other laws require the Offer to be made by a licensed broker or dealer and the Dealer Managers or any of their respective affiliates is such a licensed broker or dealer in any such jurisdiction, the Offer shall be deemed to be made by such Dealer Manager or such affiliate, as the case may be, on behalf of the Offeror in such jurisdiction.
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