Western Power (East Midlands) PLC Publication of Final Terms (3931L)
September 05 2019 - 8:08AM
UK Regulatory
TIDM62HY
RNS Number : 3931L
Western Power (East Midlands) PLC
05 September 2019
Publication of Final Terms
Western Power Distribution (East Midlands) plc
Legal Entity Identifier: 549300KXFU5Q7NZE9L79
Issue of GBP250,000,000 Fixed Rate Notes due 2031 (the "Notes")
under the GBP4,000,000,000 Euro Medium Term Note Programme
5 September 2019
PROHIBITION OF SALES TO EEA RETAIL INVESTORS - The Notes are not
intended to be offered, sold or otherwise made available to and
should not be offered, sold or otherwise made available to any
retail investor in the European Economic Area (EEA). For these
purposes, a retail investor means a person who is one (or more) of:
(i) a retail client as defined in point (11) of Article 4(1) of
Directive 2014/65/EU (as amended or superseded) (MiFID II); or (ii)
a customer within the meaning of Directive 2016/97/EU (as amended
or superseded) (the Insurance Distribution Directive), where that
customer would not qualify as a professional client as defined in
point (10) of Article 4(1) of MiFID II; or (iii) not a qualified
investor as defined in the Regulation (EU) 2017/1129 (as amended or
superseded) (the Prospectus Regulation). Consequently no key
information document required by Regulation (EU) No 1286/2014 (as
amended or superseded) (the PRIIPs Regulation) for offering or
selling the Notes or otherwise making them available to retail
investors in the EEA has been prepared and therefore offering or
selling the Notes or otherwise making them available to any retail
investor in the EEA may be unlawful under the PRIIPs
Regulation.
MIFID II product governance / Professional investors and ECPs
only target market - Solely for the purposes of each manufacturer's
product approval process, the target market assessment in respect
of the Notes has led to the conclusion that: (i) the target market
for the Notes is eligible counterparties and professional clients
only, each as defined in MiFID II, and (ii) all channels for
distribution of the Notes to eligible counterparties and
professional clients are appropriate. Any person subsequently
offering, selling or recommending the Notes (a distributor) should
take into consideration the manufacturers' target market
assessment; however, a distributor subject to MiFID II is
responsible for undertaking its own target market assessment in
respect of the Notes (by either adopting or refining the
manufacturers' target market assessment) and determining
appropriate distribution channels.
Prohibition of sales to consumers in Belgium: The Notes are not
intended to be offered, sold or otherwise made available to, and
should not be offered, sold or otherwise made available to, any
consumer (consument/consommateur) within the meaning of the Belgian
Code of Economic Law (Wetboek van economisch recht/Code de droit
économique).
PART 1 CONTRACTUAL TERMS
Terms used herein shall be deemed to be defined as such for the
purposes of the Conditions set forth in the Prospectus dated 12
August 2019, which constitutes a base prospectus (the Prospectus)
for the purposes of the Prospectus Regulation (EU) 2017/1129 (as
amended or superseded) (the Prospectus Regulation). This document
constitutes the final terms of the Notes described herein (the
Final Terms) for the purposes of Article 8 of the Prospectus
Regulation and must be read in conjunction with such Prospectus.
Full information on the Issuer and the offer of the Notes is only
available on the basis of the combination of these Final Terms and
the Prospectus. The Prospectus is available for viewing at
www.westernpower.co.uk/about-us/financial-information and during
normal business hours at Avonbank, Feeder Road, Bristol BS2 0TB and
copies may be obtained from Avonbank, Feeder Road, Bristol BS2 0TB.
The Prospectus and (in the case of Notes listed and admitted to
trading on the regulated market of the London Stock Exchange) the
applicable Final Terms will also be published on the website of the
London Stock Exchange:
www.londonstockexchange.com/exchange/news/market-news/market-news-home.html.
1. Issuer: Western Power Distribution (East
Midlands) plc
2. (a) Series Number: 2019-1
(b) Tranche Number: 1
(c) Date on which the Notes Not Applicable
will be consolidated and
form a single Series
3. Specified Currency or Currencies: Pound sterling (GBP)
4. Aggregate Nominal Amount:
(a) Series: GBP250,000,000
(b) Tranche: GBP250,000,000
5. (a) Issue Price of Tranche: 98.671 per cent. of the Aggregate
Nominal Amount
6. (a) Specified Denominations: GBP200,000 and integral multiples
of GBP1,000 in excess thereof
up to and including GBP299,000.
No Notes in definitive form
will be issued with a denomination
of integral multiples above
GBP299,000.
(b) Calculation Amount: GBP1,000
(Applicable to Notes in
definitive form)
7. (a) Issue Date: 9 September 2019
(b) Interest Commencement Issue Date
Date:
8. Maturity Date: 9 September 2031
9. Interest Basis: 1.750 per cent. Fixed Rate
(further particulars specified
below)
10. Redemption Basis: Subject to any purchase and
cancellation or early redemption,
the Notes will be redeemed on
the Maturity Date at 100 per
cent. of their nominal amount
11. Change of Interest Basis Not Applicable
or Redemption/ Payment
Basis:
12. Put/Call Options: Restructuring Put Option
Issuer Call
(further particulars specified
in paragraphs
20 and 22 below)
13. Date approval by Committee 27 August 2019
of the Board of Directors
for issuance of Notes obtained:
Provisions Relating to Interest (if any) Payable
14. Fixed Rate Note Provisions Applicable
(a) Rate of Interest: 1.750 per cent. per annum payable
annually in arrear
(b) Interest Payment Date(s): 9 September in each year up
to and including the Maturity
Date
(c) Fixed Coupon Amount: GBP1,000 per Calculation Amount
(Applicable to Notes in
definitive form)
(d) Broken Amount(s): (Applicable Not Applicable
to Notes in definitive
form)
(e) Day Count Fraction: Actual/Actual ICMA
(f) Determination Date(s): 9 September in each year
15. Floating Rate Note Provisions Not Applicable
16. Zero Coupon Note Provisions Not Applicable
17. Index Linked Interest Note Not Applicable
Provisions
18. Ratings Downgrade Rate Not Applicable
Adjustment
Provisions Relating to Redemption
19. Index Linked Redemption Not Applicable
Provisions
20. Issuer Call Applicable
(a) Optional Redemption In whole at any time, on any
Date(s): date(s) falling on or after
9 June 2031 and prior to 9 September
2031
(b) Optional Redemption GBP1,000 per Calculation Amount
Amount(s):
(c) Redeemable in part: Not Applicable
21. Investor Put Not Applicable
22. Restructuring Put Option Applicable (Condition 6(i) (Redemption
at the Option of the Noteholders
on a Restructuring Event) applies)
(a) Optional Redemption GBP1,000 per Calculation Amount
Amount(s):
23. Final Redemption Amount: GBP1,000 per Calculation Amount
24. Early Redemption Amount GBP1,000 per Calculation Amount
payable on redemption for
taxation reasons or on
event of default
25. Pre-Maturity Call Option: Applicable (Condition 6(f) (Pre-Maturity
Call Option by the Issuer) applies)
26. Clean-up Call Option: Not Applicable
27. Make-Whole Redemption Applicable (Condition 6(e) (Redemption
at the Option of the Relevant
Issuer) applies)
(a) Make-Whole Redemption +0.25 per cent. per annum
Margin:
(b) Notice Period: Refer to Condition 6(e) (Redemption
at the Option of the Relevant
Issuer)
(c) Make-Whole Reference UKT 4.750% 12/07/2030
Bond:
(d) Reference Dealers: Not Applicable
(e) Quotation Time: Not Applicable
(f) Determination Date: Not Applicable
(g) If redeemable in part: Not Applicable
General Provisions Applicable to the Notes
28. Form of Notes: Bearer
Temporary Global Note exchangeable
for a permanent Global Note
which is exchangeable for Definitive
Notes in the limited circumstances
specified in the permanent Global
Note.
New Global Note: Yes (NGN)
29. Additional Financial Centre(s) Not Applicable
or other special provisions
relating to payment dates:
30. Talons for future Coupons No
to be attached to Definitive
Notes:
Part 2
OTHER INFORMATION
1. Listing and Admission to
Trading
(a) Listing and admission Application is expected to be
to trading: made by the Issuer (or on its
behalf) for the Notes to be
admitted to trading on the London
Stock Exchange's regulated market
and listing on the Official
List of the FCA and this is
expected to be effective from
9 September 2019.
(b) Estimate of total expenses GBP5,515
related to admission to
trading:
2. Ratings
Ratings: The Notes have been rated:
Baa1 by Moody's Investors Service
Limited (Moody's); and
A- by Standard & Poor's Credit
Market Services Europe Limited
(S&P).
Each of Moody's and S&P is established
in the European Union and registered
under Regulation (EC) No. 1060/2009
(as amended).
3. Interests of Natural and Legal Persons Involved in the
Issue
Save for any fees payable
to the Managers, so far
as the Issuer is aware,
no person involved in
the issue of the Notes
has an interest material
to the offer.
4. Reasons for the Offer, Estimated Net Proceeds and Total
Expenses
(a) Reasons for the offer See the section entitled "Use
of proceeds" in the Prospectus.
(b) Estimated net proceeds: Not Applicable
(c) Estimated total expenses: Not Applicable
5. Yield (Fixed Rate Notes
only)
Indication of yield: 1.875 per cent.
6. Operational Information
(a) ISIN: XS2050806434
(b) Common Code: 205080643
(c) CFI: See the website of the Association
of National Numbering Agencies
(ANNA) or alternatively sourced
from the responsible National
Numbering Agency that assigned
the ISIN
(d) FISN: See the website of the Association
of National Numbering Agencies
(ANNA) or alternatively sourced
from the responsible National
Numbering Agency that assigned
the ISIN
(e) Any clearing system(s) Not Applicable
other than Euroclear Bank
SA/NV and Clearstream Banking
S.A. and the relevant identification
number(s):
(f) Delivery: Delivery against payment
(g) Names and addresses Not applicable
of additional Paying Agent(s)
(if any):
(h) Intended to be held Yes. Note that the designation
in a manner which would "yes" simply means that the
allow Eurosystem eligibility: Notes are intended upon issue
to be deposited with one of
the international central securities
depositories (ICSD) as common
safekeeper and does not necessarily
mean that the Notes will be
recognised as eligible collateral
for Eurosystem monetary policy
and intra day credit operations
by the Eurosystem either upon
issue or at any or all times
during their life. Such recognition
will depend upon the European
Central Bank (the ECB) being
satisfied that Eurosystem eligibility
criteria have been met.
7. Distribution
(a) Method of distribution: Syndicated
(b) If syndicated, names Banco Santander, S.A.
and addresses of Managers): Ciudad Grupo Santander
Edificio Encinar
Avenida de Cantabria s/n
28660, Boadilla del Monte
Madrid, Spain
HSBC Bank plc
8 Canada Square
London E14 5HQ
United Kingdom
Mizuho International plc
Mizuho House
30 Old Bailey
London EC4M 7AU
United Kingdom
RBC Europe Limited
Riverbank House
2 Swan Lane
London EC4R 3BF
United Kingdom
(c) Stabilisation Manager(s) Mizuho International plc
(if any):
(d) U.S. Selling Restrictions: Reg. S Compliance Category 2;
TEFRA D
(e) Prohibition of Sales to Applicable
EEA Retail Investors:
A copy of the Final Terms has been submitted to the National
Storage Mechanism and will shortly be available for inspection at:
http://www.morningstar.co.uk/uk/NSM and a copy of the Final Terms
is also available at
http://www.rns-pdf.londonstockexchange.com/rns/3931L_1-2019-9-5.pdf
For further information, please contact:
Ian Williams
Finance Director
Avonbank
Feeder Road
Bristol
BS2 0TB
United Kingdom
DISCLAIMER
This announcement shall not constitute an offer to sell or the
solicitation of an offer to buy, nor shall there be any sale of the
securities referred to herein in any jurisdiction in which such
offer, solicitation or sale would be unlawful prior to
registration, exemption from registration or qualification under
the securities laws of any such jurisdiction.
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 or visit www.rns.com.
END
PFTBDGDCISGBGCU
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