REG - Cadent Finance PLC Cadent Gas Limited - Indicative Results of Tender Offer

Mizuho FinancialAnnouncement

05/07/2023 10:15

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RNS Number : 0560F  Cadent Finance PLC  05 July 2023

Cadent Finance plc announces indicative results of its Tender Offer

for its €750,000,000 Fixed Rate Instruments due 2024

THIS ANNOUNCEMENT RELATES TO THE DISCLOSURE OF 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 UK DOMESTIC LAW BY
VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018.

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO OR TO ANY PERSON
LOCATED OR RESIDENT 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 OR THE DISTRICT OF COLUMBIA OR TO ANY U.S. PERSON (AS
DEFINED IN REGULATION S OF THE UNITED STATES SECURITIES ACT OF 1933, AS
AMENDED) OR IN OR INTO ANY OTHER JURISDICTION WHERE IT IS UNLAWFUL TO RELEASE,
PUBLISH OR DISTRIBUTE THIS ANNOUNCEMENT

5 July 2023. Cadent Finance plc (formerly known as National Grid Gas Finance
plc) (the Offeror) announces today the indicative results of its invitation to
holders of its €750,000,000 Fixed Rate Instruments due 2024 (ISIN:
XS1493320656) (the Instruments) guaranteed by Cadent Gas Limited (formerly
known as National Grid Gas Distribution Limited) (the Guarantor) to tender
their Instruments for purchase by the Offeror for cash (the Offer).

The Offer was announced on 26 June 2023 and was made on the terms and subject
to the conditions contained in the tender offer memorandum dated 26 June 2023
(the Tender Offer Memorandum). Capitalised terms used in this announcement but
not defined have the meanings given to them in the Tender Offer Memorandum.

The Offeror announced on 29 June 2023 that the Maximum Acceptance Amount is
€500,000,000.

The Expiration Deadline for the Offer was 4.00 p.m. (London time) on 4 July
2023. As at the Expiration Deadline, €302,844,000 in aggregate nominal
amount of Instruments were validly tendered for purchase pursuant to the
Offer.

In the event the Offeror decides to accept valid tenders of Instruments
pursuant to the Offer, and the New Issue Condition is satisfied or waived on
or prior to the Settlement Date, it expects to set the Final Acceptance Amount
at approximately €302,844,000 in aggregate nominal amount of Instruments. On
the basis of such expected Final Acceptance Amount, the Offeror expects to
accept for purchase Instruments validly tendered in the Offer in full, without
pro rata scaling.

Holders should note that this is a non-binding indication of the level at
which the Offeror expects to set the Final Acceptance Amount.

Pricing for the Offer will take place at or around 12.00 noon (London time)
today (the Pricing Time). As soon as reasonably practicable after the Pricing
Time, the Offeror will announce whether it will accept (subject to the
satisfaction or waiver of the New Issue Condition on or prior to the
Settlement Date) valid tenders of Instruments for purchase pursuant to the
Offer and, if so accepted, the Final Acceptance Amount, the Interpolated
Mid-Swap Rate, the Purchase Yield, the Purchase Price and details of any pro
rata scaling.

Subject to the satisfaction or waiver of the New Issue Condition, the expected
Settlement Date for the Offer is 7 July 2023.

Barclays Bank PLC (Telephone: 44 20 3134 8515; Attention Liability Management
Group; Email: eu.lm@barclays.com); BNP Paribas (Telephone: +33 1 55 77 78 94;
Attention: Liability Management Group; Email:
liability.management@bnpparibas.com
(mailto:liability.management@bnpparibas.com) ); Crédit Agricole Corporate and
Investment Bank (Telephone: +44 20 7214 5733; Attention: Liability Management;
Email: liability.management@ca-cib.com); Mizuho International plc (Telephone:
+44 20 7090 6134; Attention: Liability Management; Email:
liabilitymanagement@uk.mizuho-sc.com); SMBC Nikko Capital Markets Limited
(Telephone: +44 204 507 5043; Attention: Liability Management; Email:
liability.management@smbcnikko-cm.com
(mailto:liability.management@smbcnikko-cm.com) ) are acting as Dealer Managers
and Kroll Issuer Services Limited (Telephone: +44 20 7704 0880; Attention:
Owen Morris; Email: cadent@is.kroll.com; Website:
https://deals.is.kroll.com/cadent (https://deals.is.kroll.com/cadent) ) is
acting as Tender Agent.

This announcement is released by the Offeror 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 UK
domestic law by virtue of the EUWA (UK MAR), encompassing information relating
to the Offer described above. For the purposes of UK MAR and the Implementing
Technical Standards, this announcement is made by Tom Sacker (Director of
Treasury, Corporate Finance and Planning), as attorney for Cadent Finance plc.

DISCLAIMER This announcement must be read in conjunction with the Tender Offer
Memorandum. No offer or invitation to acquire any securities is being made
pursuant to this announcement.  The distribution of this announcement and the
Tender Offer Memorandum in certain jurisdictions may be restricted by law.
Persons into whose possession this announcement and/or the Tender Offer
Memorandum comes are required by each of the Offeror, the Guarantor, the
Dealer Managers and the Tender Agent to inform themselves about, and to
observe, any such restrictions.

 

 

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