TIDM43XA
RNS Number : 6417C
Gas Natural Capital Markets S.A.
23 January 2018
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES
OF ARTICLE 7 OF THE MARKET ABUSE REGULATION (EU) 596/2014.
CITIGROUP ANNOUNCES INDICATIVE RESULTS OF TER OFFER FOR NOTES
ISSUED BY GAS NATURAL CAPITAL MARKETS, S.A. AND GAS NATURAL FENOSA
FINANCE B.V. AND GUARANTEED BY 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 Citigroup, 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
Citigroup, the Issuers, the Guarantor, the Joint Dealer Managers or
the Tender Agent.
London, 23 January 2018.
Further to its announcement on 16 January 2018, Citigroup Global
Markets Limited ("Citigroup") hereby announces the indicative
results of its invitation to holders of the EUR500,000,000 5.375
per cent. Guaranteed Notes due May 2019 (ISIN: XS0627188468) and
EUR500,000,000 6.375 per cent. Guaranteed Notes due July 2019
(ISIN: XS0436928872) in each case issued by Gas Natural Capital
Markets S.A. (the "GNCM Notes") and EUR500,000,000 3.500 per cent.
Guaranteed Notes due 2021 (ISIN: XS0981438582), EUR750,000,000
3.875 per cent. Guaranteed Notes due 2022 (ISIN: XS0914400246) and
EUR600,000,000 3.875 per cent. Guaranteed Notes due 2023 (ISIN:
XS0875343757) in each case issued by Gas Natural Fenosa Finance
B.V. (together with Gas Natural Capital Markets, S.A., the
"Issuers" and each an "Issuer") (the "GNFF Notes" and together with
the GNCM Notes, the "Notes"), and in each case guaranteed by Gas
Natural SDG, S.A. (the "Guarantor") to offer to sell Notes to
Citigroup 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 16 January 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 22 January 2018 (the "Expiration
Date"), Citigroup hereby announces its non-binding indication that
(subject to confirmation by Citigroup in its sole and absolute
discretion):
(i) it intends to accept for purchase EUR915,500,000 in
aggregate principal amount of the Notes in accordance with the
terms and conditions of the Solicitation of Offers to Sell; and
(ii) it intends to accept in full all Offers to Sell in respect
of the 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 2023 Notes, by reference to the sum of the Reference
Benchmark Yield and the Purchase Spread and (ii) in respect of the
May 2019 Notes, July 2019 Notes, 2021 Notes and 2022 Notes, will be
determined by the Joint Dealer Managers by reference to the
relevant Purchase Yield, in each case in accordance with the
pricing formula set out in Annex A to the Memorandum.
Description May 2019 July 2019 2021 Notes 2022 Notes 2023 Notes
of Notes Notes Notes (XS0981438582) (XS0914400246) (XS0875343757)
/ ISIN (XS0627188468) (XS0436928872)
------------- ---------------- ---------------- ---------------- ---------------- ----------------
Maturity 24 May 9 July 15 April 11 April 17 January
Date 2019 2019 2021 2022 2023
------------- ---------------- ---------------- ---------------- ---------------- ----------------
Indicative
aggregate
principal
amount
accepted EUR207,600,000 EUR143,800,000 EUR167,100,000 EUR259,000,000 EUR138,000,000
------------- ---------------- ---------------- ---------------- ---------------- ----------------
Citigroup 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;
(iii) in respect of the 2023 Notes only, the Reference Benchmark
Yield and the Purchase Yield; and (iv) the completion of the New
Notes Condition, 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 Citigroup in its
sole and absolute discretion) expected to be settled on 24 January
2018 (the "Settlement Date") through the normal procedures of the
Clearing Systems. On the Settlement Date, Citigroup 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 Citigroup pursuant to the Terms and Conditions, subject
to receipt of the relevant Notes.
Notes in respect of which Citigroup 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.
Citigroup Global Markets Limited, CaixaBank S.A., ING Bank N.V. and
Natixis 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
Citigroup Global Markets CaixaBank S.A.
Limited Calle Pintor Sorolla
Citigroup Centre 2-4
Canada Square 46002 Valencia
Canary Wharf Spain
London E14 5LB Telephone: +34 91 700
United Kingdom 56 08 / 09 / 10
Telephone: +44 20 7986 Email: mlafont@caixabank.com;
8969 araguilar@caixabank.com;
Email: liabilitymanagement.europe@citi.com natalia.garcia@caixabank.com;
Attn: Liability Management lst.originacion.rf@lacaixa.es
Group Attn: Miguel Lafont,
Alvaro Aguilar, Natalia
Garcia
ING Bank N.V. NATIXIS
Foppingadreef 7 30, avenue Pierre Mendès
1102 BD Amsterdam France
The Netherlands 75013 Paris
Telephone: +31 20 563 France
8017
Email: liability.management@ing.com Telephone: +33 1 58
Attn: Liability Management 55 80 98 / +33 1 58
Group 55 88 36
Email: liability-management-corporate@natixis.com
Attn: Liability Management
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: gn@lucid-is.com
Further details relating to the contents of this announcement
can be obtained from:
Gas Natural Capital Markets, S.A.
Avenida de San Luis, 77,
28033 Madrid
Spain
Attention: Enrique Berenguer Marsal (Sole Administrator)
Email: eberenguer@gasnaturalfenosa.com
Gas Natural Fenosa Finance B.V.
Barbara Strozzilaan 201
1083 HN Amsterdam
The Netherlands
Attention: Enrique Berenguer Marsal (Managing Director)
Email: eberenguer@gasnaturalfenosa.com
This information is provided by RNS
The company news service from the London Stock Exchange
END
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