17 november 2011
Alliander N.V. (the “Company”) announced on 17 November 2011 that it is inviting holders of its EUR500,000,000 4.125% Rating Linked Notes due 2014 (ISIN: XS0208469253, the “2014 Notes”) and EUR750,000,000 5.50 Fixed rate Notes due 2016 (ISIN: XS0423530350, the “2016 Notes”, and together with the 2014 Notes, the “Notes”) to tender their Notes for repurchase by the Company for cash pursuant to Modified Dutch Auctions (the “Offers”). The Company proposes to accept for purchase up to €250,000,000 in aggregate nominal amount of the Notes and will determine the allocation of funds between each series of Notes in its sole discretion.
The purchase price for each series of Notes will be determined at or around 2pm (London time) on 25 November 2011 by reference to the sum of the relevant interpolated mid-swap rate and the clearing spread in the manner described in the Tender Offer Memorandum dated 17 November 2011 (the “Tender Offer Memorandum”). The clearing spread over the relevant interpolated mid-swap rate will be no more than 5 bps for the 2014 Notes and no more than 20 bps for the 2016 Notes.
The Company will determine the clearing spread in respect of each series of Notes and the aggregate nominal amount of each series of Notes to be purchased based on the Modified Dutch Auction procedure described in the Tender Offer Memorandum. The Company will also pay accrued interest on the Notes accepted by it for purchase.
The Offers expire at 4pm (London time) on 24 November 2011, unless extended or terminated. Settlement is expected to occur on 30 November 2011.
Dealer Managers: Barclays Capital (Liability Management Group: +44 20 7773 8990) and Citigroup (Liability Management Group: +44 20 7986 8969). Tender Agent: Citibank, N.A., London Branch (+44 20 7508 3867).
Not open to any persons located or resident in the US. Other restrictions also apply – please refer to the Tender Offer Memorandum for full details of the terms and conditions of the Offers.
