REG - United Utilities Grp Untd Ut Water Fin UnitedUtilitiesWater - Tender Offer
15/03/2024 09:15
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RNS Number : 0403H United Utilities Group PLC 15 March 2024
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF ARTICLE 7 OF
THE MARKET ABUSE REGULATION (EU) 596/2014 AS IT FORMS PART OF DOMESTIC LAW BY
VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018 (EUWA).
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 OR 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 AMENDED (THE SECURITIES ACT)) OR IN OR INTO
ANY OTHER JURISDICTION WHERE IT IS UNLAWFUL TO RELEASE, PUBLISH OR DISTRIBUTE
THIS ANNOUNCEMENT.
UNITED UTILITIES WATER FINANCE PLC ANNOUNCES
TENDER OFFER IN RESPECT OF ITS
£450,000,000 2.00 PER CENT. FIXED RATE NOTES DUE 2025
15 March 2024.
United Utilities Water Finance PLC (the Company) announces today its
invitation to holders of its £450,000,000 2.00 per cent. Fixed Rate Notes due
2025 (ISIN: XS1769818227) ((£300,000,000 of which were issued on 14 February
2018, £50,000,000 of which were issued on 19 September 2018 and £100,000,000
of which were issued on 28 January 2019)) (the Bonds) to tender their Bonds
for purchase by the Company for cash (the Offer). The Bonds are guaranteed by
United Utilities Water Limited (the Parent).
The Offer is being made on the terms and subject to the conditions contained
in the tender offer memorandum dated 15 March 2024 (the Tender Offer
Memorandum), prepared by the Company, and is subject to the offer restrictions
set out below and as more fully described in the Tender Offer Memorandum.
Capitalised terms used in this announcement but not defined have the meanings
given to them in the Tender Offer Memorandum.
Summary
A summary of certain terms of the Offer appears below:
Description of the Bonds ISIN / Common Code Coupon Applicable Maturity Date First Optional Redemption Date (Issuer Call at Par) Outstanding Nominal Amount Benchmark Security Purchase Spread Maximum Acceptance Amount
£450,000,000 2.00 per cent. Fixed Rate Notes due 2025 XS1769818227 2.00 per cent. 14 February 2025 14 November 2024 £450,000,000 UKT 0.25% due 31 January 2025 (ISIN: GB00BLPK7110) 45 bps Subject as set out in the Tender Offer Memorandum, up to
/ 176981822 £200,000,000 in
aggregate nominal amount
Rationale for the Offer
The Offer is designed to proactively manage the Company's debt maturity
profile and to provide liquidity to current Bondholders. Any Bonds purchased
by the Company pursuant to the Offer will be cancelled and will not be
reissued or resold.
Purchase Price and Accrued Interest
The Company will pay for any Bonds validly tendered and accepted for purchase
by the Company pursuant to the Offer a purchase price for such Bonds (the
Purchase Price) to be determined at or around 12.00 p.m. (London time) on 22
March 2024 (the Pricing Time) in the manner described in the Tender Offer
Memorandum by reference to the annualised sum (such sum, the Purchase Yield)
of:
a) the purchase spread of 45 bps (the Purchase Spread);
and
b) the Benchmark Security Rate.
The Purchase Price will be determined in accordance with market convention and
expressed as a percentage of the nominal amount of the Bonds accepted for
purchase pursuant to the Offer (rounded to the nearest 0.001 per cent., with
0.0005 per cent. rounded upwards) and is intended to reflect a yield to
maturity of the Bonds on the Settlement Date based on the Purchase Yield.
Specifically, the Purchase Price will equal (a) the value of all remaining
payments of principal and interest up to and including the scheduled maturity
date, discounted to the Settlement Date at a discount rate equal to the
Purchase Yield, minus (b) any Accrued Interest.
The Company will also pay an Accrued Interest Payment in respect of any Bonds
accepted for purchase pursuant to the Offer.
Maximum Acceptance Amount and Final Acceptance Amount
If the Company decides, in its sole and absolute discretion, to accept any
validly tendered Bonds for purchase pursuant to the Offer, the Company
currently proposes that the aggregate nominal amount of the Bonds that it will
accept for purchase pursuant to the Offer will be no greater than
£200,000,000 (the Maximum Acceptance Amount), although the Company reserves
the right, in its sole and absolute discretion, to accept less or more than
the Maximum Acceptance Amount, or to accept none of such Bonds, for purchase
pursuant to the Offer (the final aggregate nominal amount of Bonds accepted
for purchase pursuant to the Offer being the Final Acceptance Amount).
Scaling
If the Company decides to accept any validly tendered Bonds for purchase
pursuant to the Offer and the aggregate nominal amount of Bonds validly
tendered for purchase is greater than the Final Acceptance Amount, the Company
intends to accept such Bonds for purchase on a pro rata basis such that the
aggregate nominal amount of Bonds accepted for purchase pursuant to the Offer
is no greater than the Final Acceptance Amount, as further discussed in the
Tender Offer Memorandum.
Announcements
The Company intends to announce, prior to the Pricing Time, the aggregate
nominal amount of Bonds validly tendered pursuant to the Offer, together with
a non-binding indication of the level at which it expects to set the Final
Acceptance Amount and indicative details of any Scaling Factor applicable to
valid tenders of Bonds that will be applied in the event that the Company
decides to accept valid tenders of Bonds pursuant to the Offer.
The Company will then announce, as soon as reasonably practicable after the
Pricing Time, its decision of whether to accept valid tenders of Bonds
pursuant to the Offer and, if so accepted, the Final Acceptance Amount, the
Benchmark Security Rate, the Purchase Yield, the Purchase Price and any
Scaling Factor that will be applied to the Bonds, as applicable.
Tender Instructions
In order to participate in, and be eligible to receive the Purchase Price and
Accrued Interest Payment pursuant to the Offer, Bondholders must validly
tender their Bonds by delivering, or arranging to have delivered on their
behalf, a valid Tender Instruction that is received by the Tender Agent by
4.00 p.m. (London time) on 21 March 2024, unless extended, re-opened, amended
and/or terminated as provided in the Tender Offer Memorandum (the Expiration
Deadline).
Bondholders are advised to check with any bank, securities broker or other
intermediary through which they hold Bonds when such intermediary would need
to receive instructions from a Bondholder in order for that Bondholder to be
able to participate in, or (in the limited circumstances in which revocation
is permitted) revoke their instruction to participate in, the Offer by the
deadlines specified in the Tender Offer Memorandum. The deadlines set by any
such intermediary and each Clearing System for the submission and withdrawal
of Tender Instructions will be earlier than the relevant deadlines specified
in this announcement and the Tender Offer Memorandum.
Tender Instructions will be irrevocable except in the limited circumstances
described in the Tender Offer Memorandum.
Tender Instructions must be submitted in respect of a minimum nominal amount
of the Bonds of no less than £100,000, being the minimum denomination of the
Bonds, and may thereafter be submitted in integral multiples of £1,000. A
separate Tender Instruction must be completed on behalf of each beneficial
owner.
Indicative Timetable for the Offer
Events Times and Dates
(All times are London time)
Commencement of the Offer
Offer announced. Tender Offer Memorandum available on the Offer Website and 15 March 2024
from the Tender Agent.
Expiration Deadline
Final deadline for receipt of valid Tender Instructions by the Tender Agent in 4.00 p.m. on 21 March 2024
order for Bondholders to be able to participate in the Offer.
Announcement of Indicative Results
Announcement by the Company of the aggregate nominal amount of Bonds validly Prior to the Pricing Time on 22 March 2024
tendered pursuant to the Offer, together with a non-binding indication of the
level at which it expects to set the Final Acceptance Amount and indicative
details of any Scaling Factor applicable to valid tenders of the Bonds that
will be applied in the event that the Company decides to accept valid tenders
of the Bonds pursuant to the Offer.
Pricing Time
Determination of the Benchmark Security Rate, the Purchase Yield and the At or around 12.00 p.m. on 22 March 2024
Purchase Price.
Announcement of Results and Pricing
Announcement of whether the Company will accept valid tenders of Bonds As soon as reasonably practicable after the Pricing Time on 22 March 2024
pursuant to the Offer and, if so accepted, the Final Acceptance Amount, the
Benchmark Security Rate, the Purchase Yield, the Purchase Price and any
Scaling Factor that will be applied to the Bonds, as applicable.
Settlement Date
Expected Settlement Date for the Offer. 26 March 2024
This is an indicative timetable and may be subject to change. Bondholders are
advised to check with any bank, securities broker or other intermediary
through which they hold Bonds when such intermediary would need to receive
instructions from a Bondholder in order for that Bondholder to be able to
participate in, or (in the limited circumstances in which revocation is
permitted) revoke their instruction to participate in the Offer by the
deadlines set out above and in the Tender Offer Memorandum. The deadlines set
by any such intermediary and each Clearing System for the submission and
withdrawal of Tender Instructions will be earlier than the relevant deadlines
set out above and in the Tender Offer Memorandum.
Unless stated otherwise, announcements in connection with the Offer will be
made (i) by publication through RNS and (ii) by the delivery of notices to the
Clearing Systems for communication to Direct Participants. Such announcements
may also be made on the relevant Reuters Insider Screen and by the issue of a
press release to a Notifying News Service. Copies of all such announcements,
press releases and notices can also be obtained upon request from the Tender
Agent, the contact details for which are below. Significant delays may be
experienced where notices are delivered to the Clearing Systems and
Bondholders are urged to contact the Tender Agent for the relevant
announcements during the course of the Offer. In addition, Bondholders may
contact the Dealer Managers for information using the contact details below.
The Dealer Managers and their respective affiliates, in the ordinary course
of their respective businesses, make (without any obligation to do so) markets
in securities of the Company, the Parent and their respective affiliates
including the Bonds. As a result, from time to time, the Dealer Managers and
the Tender Agent may own certain securities issued by the Company (including
the Bonds) or the Parent and their respective subsidiaries or any of their
respective affiliates. No submission or non-submission by the Dealer Managers
or the Tender Agent of any Tender Instruction should be taken by any
Bondholder or any other person as any recommendation or otherwise by the
Dealer Managers or the Tender Agent, as the case may be, as to the merits of
participating or not participating in the Offer.
Bondholders are advised to read carefully the Tender Offer Memorandum for full
details of and information on the procedures for participating in the Offer.
For detailed terms of the Offer please refer to the Tender Offer Memorandum
which (subject to distribution restrictions) can be obtained from the Tender
Agent referred to below.
Deutsche Bank AG, London Branch (Telephone: +44 207 545 8011; Attention:
Liability Management Group); and RBC Europe Limited (Attention: Liability
Management; Telephone: +44 20 7029 7420; Email:
liability.management@rbccm.com) are acting as Dealer Managers for the Offer.
Kroll Issuer Services Limited (Tel: +44 20 7704 0880; Attn: Owen Morris;
Email: unitedutilities@is.kroll.com (mailto:unitedutilities@is.kroll.com) ;
Offer Website: https://deals.is.kroll.com/unitedutilities
(https://deals.is.kroll.com/unitedutilities) ) is acting as Tender Agent.
Questions and requests for assistance in connection with (i) the Offer may be
directed to the Dealer Managers, and (ii) the delivery of Tender Instructions
may be directed to the Tender Agent, the contact details for each of which are
above.
UK MAR: This announcement is released by the Company 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 (MAR) 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 Article
2 of the binding technical standards published by the Financial Conduct
Authority in relation to MAR as regards Commission Implementing Regulation
(EU) 2016/1055, this announcement is made by Simon Gardiner, Company Secretary
at the Company.
DISCLAIMER This announcement must be read in conjunction with 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. If any Bondholder is in any doubt as to the
action it should take, it is recommended to seek its own financial advice,
including in respect of any tax consequences, from its broker, bank manager,
solicitor, accountant or other independent financial, tax or legal adviser.
Any individual or company whose Bonds are held on its behalf by a broker,
dealer, bank, custodian, trust company or other nominee must contact such
entity if it wishes to tender such Bonds pursuant to the Offer. None of the
Company, the Parent, the Dealer Managers and the Tender Agent nor any of their
respective directors, officers, employees, agents or affiliates makes any
recommendation whether Bondholders should tender Bonds pursuant to the Offer.
OFFER AND DISTRIBUTION RESTRICTIONS
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 Company, the Parent, the Dealer Managers and the Tender Agent to
inform themselves about, and to observe, any such restrictions. Neither this
announcement nor the Tender Offer Memorandum constitutes an offer to buy or a
solicitation of an offer to sell the Bonds (and tenders of the Bonds in the
Offer will not be accepted from Bondholders) 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 either of the Dealer Managers or any of the Dealer
Managers' 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 affiliate, as the case may be, on behalf of the Company in such
jurisdiction.
In addition to the representations referred to below in respect of the United
States, each Bondholder participating in the Offer will also be deemed to give
certain representations in respect of the other jurisdictions referred to
below and generally as set out in the Tender Offer Memorandum. Any tender of
the Bonds for purchase pursuant to the Offer from a Bondholder that is unable
to make these representations will not be accepted.
United States. The Offer is not being made, and will not be made, directly or
indirectly, in or into, or by use of the mail 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 Securities Act (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, to any person located or resident in the United
States or to any U.S. Person, and the Bonds cannot be tendered in the Offer by
any such use, means, instrumentality or facility or from within the United
States or by any person located or resident in the United States or by, or by
any person acting for the account or benefit of, a U.S. Person. Any purported
tender of the Bonds in the Offer resulting directly or indirectly from a
violation of these restrictions will be invalid and any purported tender of
the Bonds made by any person located in the United States or any agent,
fiduciary or other intermediary acting on a non-discretionary basis for a
principal giving instructions from within the United States or by any U.S.
Person or by use of such mails or any such means, instrumentality or facility
will be invalid and will not be accepted.
Each holder of Bonds participating in the Offer will represent that it is not
a U.S. Person and is not 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 and the above 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.
Italy. None of the Offer, this announcement, the Tender Offer Memorandum or
any other document or materials relating to the Offer have been or will be
submitted to the clearance procedures of the Commissione Nazionale per le
Società e la Borsa (CONSOB) pursuant to Italian laws and regulations. The
Offer is being carried out in 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. Bondholders or
beneficial owners of the Bonds that are located in Italy can tender Bonds for
purchase in the Offer through authorised persons (such as investment firms,
banks or financial intermediaries permitted to conduct such activities in the
Republic of 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
Bonds, the Offer, the Tender Offer Memorandum and/or this announcement.
United Kingdom. This announcement, the Tender Offer Memorandum and any other
documents or materials relating to the Offer are 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 and
are not for general distribution and must not be passed on to the general
public in the United Kingdom. The communication of such documents and
materials is made only to and directed only at 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 falling
within Article 43 of the Financial Promotion Order or any other persons to
whom it may otherwise lawfully be made under the Financial Promotion Order
(all such persons together being referred to as Relevant Persons) and the
transaction contemplated herein will be available only to, and engaged in only
with, Relevant Persons. Any person who is not a Relevant Person should not act
on or rely on this announcement or the Tender Offer Memorandum or (in either
case) any of its contents.
France. The Offer is not being made, directly or indirectly, to the public in
the Republic of France. This announcement, the Tender Offer Memorandum and any
other document or material relating to the Offer have only been and shall only
be distributed in France to qualified investors as defined in Article 2(e) of
Regulation (EU) 2017/1129. Neither this announcement nor the Tender Offer
Memorandum has been or will be submitted for clearance to nor approved by the
Autorité des Marchés Financiers.
Belgium. The Offer is not being made, and will not be made or advertised,
directly or indirectly, to any individual in Belgium qualifying as a consumer
within the meaning of Article I.1 of the Belgian Code of Economic Law, as
amended from time to time (a Belgian Consumer) and this announcement, the
Tender Offer Memorandum or any other documents or materials relating to the
Offer has not been and shall not be distributed, directly or indirectly, in
Belgium to Belgian Consumers.
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 (mailto:rns@lseg.com)
or visit
www.rns.com (http://www.rns.com/)
.
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