TIDM43XA
RNS Number : 7169B
Gas Natural Capital Markets S.A.
05 April 2017
CITIGROUP ANNOUNCES FINAL RESULTS AND PRICING OF TER OFFER FOR
NOTES ISSUED BY GAS NATURAL CAPITAL MARKETS, S.A. 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 Issuer, 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 Issuer, the Guarantor, the Joint Dealer Managers or
the Tender Agent.
London, 5 April 2017.
Further to its announcements on 28 March 2017 and 5 April 2017,
Citigroup Global Markets Limited ("Citigroup") hereby announces the
final results and pricing of its invitation to holders of the (i)
EUR700,000,000 4.125 per cent. Guaranteed Notes due January 2018
(XS0479541699) (the "January 2018 Notes"); (ii) EUR750,000,000 5.00
per cent. Guaranteed Notes due 2018 (XS0741942576) (the "February
2018 Notes"); (iii) EUR850,000,000 4.500 per cent. Guaranteed Notes
due January 2020 (XS0479542580) (the "4.500 per cent. January 2020
Notes"); (iv) EUR800,000,000 6.00 per cent. Guaranteed Notes due
2020 (XS0829360923) (the "6.00 per cent. January 2020 Notes"); and
(v) EUR750,000,000 5.125 per cent. Guaranteed Notes due November
2021 (XS0458749826) (the "2021 Notes" together with the January
2018 Notes, the February 2018 Notes, the 4.500 per cent. January
2020 Notes and the 6.00 per cent. January 2020 Notes, the "Notes"
and each a "Series") issued by Gas Natural Capital Markets, S.A.
(the "Issuer") and 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 28 March 2017 (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.
Satisfaction of the New Notes Condition and Summary of Results
and Pricing
Following the expiration of the Solicitation of Offers to Sell
at 4:00 p.m. (London time) on 4 April 2017 (the "Expiration Date"),
Citigroup hereby announces that: (i) the New Notes Condition has
been satisfied, (ii) it has accepted for purchase EUR1,000,000,000
in aggregate principal amount of the Notes in accordance with the
terms and conditions of the Solicitation of Offers to Sell, (iii)
in respect of the January 2018 Notes, it has accepted Offers to
Sell which were validly submitted by the Expiration Date on a
pro-rata basis, with the pro-ration factor in respect of the
January 2018 Notes of 64.50%, (iv) in respect of the February 2018
Notes, it has accepted Offers to Sell which were validly submitted
by the Expiration Date on a pro-rata basis, with the pro-ration
factor in respect of the February 2018 Notes of 64.45%, (v) in
respect of the 4.500 per cent. January 2020 Notes, it has accepted
in full all Offers to Sell which were validly submitted by the
Expiration Date, (vi) in respect of the 6.00 per cent. January 2020
Notes, it has accepted in full all Offers to Sell which were
validly submitted by the Expiration Date and (vii) in respect of
the 2021 Notes, it has accepted in full all Offers to Sell which
were validly submitted by the Expiration Date.
The Purchase Price for each Series of Notes accepted for
purchase was determined at or around 2:00 p.m. (London time) today
in accordance with the terms set out in the Memorandum (i) in
respect of the 2021 Notes, by reference to the sum of the Reference
Benchmark Yield and the Purchase Spread and (ii) in respect of the
January 2018 Notes, February 2018 Notes, 4.500 per cent. January
2020 Notes and 6.00 per cent. January 2020 Notes, determined by the
Joint Dealer Managers by reference to the relevant Purchase Yield,
as follows:
Description of Notes / ISIN January 2018 February 2018 4.500 per 6.00 per cent. 2021 Notes
Notes Notes cent. January January 2020 (XS0458749826)
(XS0479541699) (XS0741942576) 2020 Notes Notes
(XS0479542580) (XS0829360923)
---------------------------- ---------------- ---------------- --------------- ---------------- -----------------
Maturity Date 26 January 2018 13 February 27 January 27 January 2020 2 November 2021
2018 2020
---------------------------- ---------------- ---------------- --------------- ---------------- -----------------
Minimum Denomination EUR50,000 EUR100,000 EUR50,000 EUR100,000 EUR50,000
---------------------------- ---------------- ---------------- --------------- ---------------- -----------------
Aggregate principal amount
accepted EUR187,300,000 EUR164,200,000 EUR163,750,000 EUR365,600,000 EUR119,150,000
---------------------------- ---------------- ---------------- --------------- ---------------- -----------------
Pro-Ration Factor (if
applicable) 64.50% 64.45% N/A N/A N/A
---------------------------- ---------------- ---------------- --------------- ---------------- -----------------
Reference Benchmark Not Applicable Not Applicable Not Applicable Not Applicable
2021
Interpolated
Mid-Swap Rate
---------------------------- ---------------- ---------------- --------------- ---------------- -----------------
Reference Benchmark Yield Not Applicable Not Applicable Not Applicable Not Applicable 0.111%
---------------------------- ---------------- ---------------- --------------- ---------------- -----------------
Purchase Spread Not Applicable Not Applicable Not Applicable Not Applicable 5 bps
---------------------------- ---------------- ---------------- --------------- ---------------- -----------------
Purchase Yield -0.25% -0.25% -0.10% -0.10% 0.161%
---------------------------- ---------------- ---------------- --------------- ---------------- -----------------
Accrued Interest (expressed
as a percentage) 0.780% 0.712% 0.851% 1.134% 2.176%
---------------------------- ---------------- ---------------- --------------- ---------------- -----------------
Purchase Price
(expressed as a
percentage) 103.545% 104.513% 112.955% 117.180% 122.609%
---------------------------- ---------------- ---------------- --------------- ---------------- -----------------
Accrued Interest (per
Minimum Denomination) EUR389.90 EUR712.33 EUR425.34 EUR1,134.25 EUR1,088.18
---------------------------- ---------------- ---------------- --------------- ---------------- -----------------
Purchase Price (per Minimum
Denomination) EUR51,772.66 EUR104,513.30 EUR56,477.72 EUR117,180.03 EUR61,304.71
---------------------------- ---------------- ---------------- --------------- ---------------- -----------------
Settlement
On the Settlement Date, Citigroup will pay, or procure the
payment of, the applicable Purchase Price plus Accrued Interest to
all Noteholders whose Offers to Sell have been validly accepted by
Citigroup pursuant to the Terms and Conditions. The Settlement Date
is expected to be 6 April 2017.
Notes in respect of which Citigroup has not accepted 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, Banco Bilbao Vizcaya Argentaria,
S.A., BNP Paribas and CaixaBank, S.A. 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
Banco Bilbao Vizcaya BNP Paribas
Argentaria S.A. 10 Harewood Avenue
44th Floor, One Canada London NW1 6AA
Square United Kingdom
London E14 5AA Tel: +44 20 7595 8668
United Kingdom Email: liability.management@bnpparibas.com
Tel: +44 207 648 7516 Attention: Liability
/ +44 2073976125 Management Group
Email: liabilitymanagement@bbva.com
Attention: Liability
Management
----------------------------------------------- --------------------------------------------------------
CaixaBank, S.A. Citigroup Global Markets
Debt Capital Markets Limited
Castellana 7, 7th floor Citigroup Centre
28046 Madrid Canada Square
Spain Canary Wharf
Tel: + 34 91 700 56 08 London E14 5LB
/09 / 10 United Kingdom
Attention: Miguel Lafont, Telephone: +44 20 7986
Antonio Sanz-Pastor, 8969
Alvaro Aguilar Email: liabilitymanagement.europe@citi.com
Attn: Liability Management
Group
------------------------------------------------- ------------------------------------------------------
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 / Paul Kamminga
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.
Plaça del Gas no.1
08003, Barcelona
Spain
Attention: Enrique Berenguer Marsal (Sole Director)
This information is provided by RNS
The company news service from the London Stock Exchange
END
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