FINAL TERMS

EX-1.1 2 exhibit1_1.htm EXHIBIT 1.1 exhibit1_1.htm
EXECUTION VERSION
Exhibit 1.1
 
 
FINAL TERMS
18 April 2012
 
Western Power Distribution (East Midlands) plc
 
Issue of £100,000,000 5.250% Senior Unsecured Notes due 17 January 2023 to be consolidated and
form a single Series with the existing £600,000,000 5.250% Senior Unsecured Notes due 17 January
2023 issued on 17 May 2011 (the Existing Notes)
 
under the £3,000,000,000
Euro Medium Term Note Programme
 
Part A
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 27 April 2011 which constitutes a base prospectus for the purposes of the Prospectus Directive (Directive 2003/71/EC) (the Prospectus Directive).  This document constitutes the Final Terms of the Notes described herein for the purposes of Article 5.4 of the Prospectus Directive 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 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 the Final Terms will also be published on the website of the London Stock Exchange: www.londonstockexchange.com.
 
 
 
1
  Issuer:
 
Western Power Distribution (East Midlands) plc
  
 
2
 
(i)
 
Series Number:
 
1
  
 
 
(ii)
 
Tranche Number:
 
2
 
The Notes will be consolidated and form a single Series with the Existing Notes on or after the first day following the expiry of 40 days after the Issue Date (the Exchange Date).
  
 
3
   Specified Currency or Currencies:
 
Sterling
  
 
4
 
 
Aggregate Nominal Amount:
    
 
 
(i)
 
Series
 
£700,000,000
  
 
 
(ii)
 
Tranche
 
£100,000,000
  
 
5
 
(i)
 
Issue Price of Tranche:
 
110.06414287 per cent. of the Aggregate Nominal Amount of the Notes plus 93 days' accrued interest from and including 17 January 2012 to but excluding 19 April 2012
  
 
 
(ii)
 
Net Proceeds:
 
£110,898,159.26 (including 93 days' accrued interest of £1,334,016.39)
  
 
6
 
(i)
 
Specified Denominations:
 
£100,000 and integral multiples of £l,000 in excess thereof up to and including £199,000.  No Notes in definitive form will be issued with a denomination above £199,000.
  
 
 
(ii)
 
Calculation Amount: (Applicable to Notes in definitive form)
 
£1,000
  
 
7
 
(i)
 
Issue Date:
 
19 April 2012
  
 
 
(ii)
 
Interest Commencement Date:
 
17 January 2012
  
 
8
 Maturity Date:
 
17 January 2023
  
 
9
 Interest Basis:
 
5.250 per cent. Fixed Rate
  
 
10
 Redemption/Payment Basis:
 
Redemption at par
  
 
11
 Change of Interest Basis
 
Not Applicable
  
  or Redemption/ Payment Basis:    
 
12
 Put/Call Options:
 
Investor Put
  
     
(further particulars specified below)
  
 
        13
 
(i)
 
Status of the Notes:
 
Senior
 
  
 
     
 
(ii)
 
Date approval by Committee of the Board of Directors for issuance of Notes obtained:
 
4 April 2012
 
  
         14  
 
Method of distribution:
 
Syndicated
  
 
Provisions Relating to Interest (if any) Payable
  
 
15
 
Fixed Rate Note Provisions
 
Applicable
  
 
 
(i)
 
Rate of Interest:
 
5.250 per cent. per annum payable annually in arrear
  
 
 
(ii)
 
Interest Payment Date(s):
 
17 January in each year up to and including the Maturity Date, adjusted in accordance with the Following Business Day convention.
  
 
 
(iii)
 
Fixed Coupon Amount:
 
£52.50 per Calculation Amount
  
 
 
(iv)
Broken Amount(s):
 
Not Applicable
  
 
 
(v)
 
Day Count Fraction:
 
Actual/Actual (ICMA)
  
 
 
(vi)
 
Determination Dates(s):
 
17 January in each year
  
 
 
(vii)
 
Other terms relating to the method of calculating interest for Fixed Rate Notes:
 None  
 
16
 
Floating Rate Note Provisions
 
Not Applicable
  
 
17
 
Zero Coupon Note Provisions
 
Not Applicable
  
 
18
 
Index Linked Interest Note Provisions
 
Not Applicable
  
 
19
 
Dual Currency Interest Note Provisions
 
Not Applicable
  
 
20
 
Ratings Downgrade Rate Adjustment
 
Not Applicable
  
 
Provisions Relating to Redemption
  
 
21
 
Issuer Call
 
Not Applicable
  
 
22
 
Investor Put
 
Applicable (Condition 6(g) (Redemption at the Option of Noteholders on a Restructuring Event) applies).
  
       
 
 
(i)
 
Optional Redemption Date(s):
 
On the Put Date (as specified in the relevant Put Event Notice).
  
 
 
(ii)
 
Notice period (if other than as set out in the Conditions):
 
Not Applicable
  
 
 
(iii)
 
Optional Redemption Amounts of each Note and method, if any, of calculation of such amount(s):
 
£1,000 per Calculation Amount
  
 
23
 
Final Redemption Amount of each Note:
 
£1,000 per Calculation Amount
  
 
24
 
Early Redemption Amount of each Note
payable on redemption for taxation reasons
or on event of default and/or the method of
calculating the same (if required):
 
£1,000 per Calculation Amount
  
 
General Provisions Applicable to the Notes
    
 
25
 
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
  
 
26
 
Additional Financial Centre(s) or other special provisions relating to Payment Dates:
 
Not Applicable
  
 
27
 
Talons for future Coupons or Receipts to be attached to Definitive Notes (and dates on which such Talons mature):
 
No
  
 
28
 
Details relating to Partly Paid Notes: amount of each payment comprising the Issue Price and date on which each payment is to
be made and consequences of failure to pay, including any right of the Issuer to forfeit the Notes and interest due on late payment:
 
Not Applicable
 
  
 
29
 
Details relating to Instalment Notes:
    
 
 
(i)
 
Instalment Amount(s):
 
Not Applicable
  
 
 
(ii)
 
Instalment Date(s):
 
Not Applicable
  
 
30
 
Redenomination applicable:
 
Redenomination not applicable
  
 
31
 
Other final terms:
 
Not Applicable
  
 
Distribution
    
 
32
 
(i)
 
If syndicated, names of Managers:
 
The Royal Bank of Scotland plc
Lloyds TSB Bank plc
Mizuho International plc
RBC Europe Limited
 
  
 
 
(ii)
 
Date of Subscription Agreement:
 
18 April 2012
  
 
 
(iii)
 
Stabilising Manager (if any):
 
The Royal Bank of Scotland plc
  
 
33
 
If non-syndicated, name of relevant Dealer:
 
Not Applicable
  
 
34
 
U.S. Selling Restrictions:
 
Reg. S Compliance Category 2; TEFRA D
  
 
35
 
Additional selling restrictions:
 
Not Applicable
  
 
 
Purpose of Final Terms
 
These Final Terms comprise the final terms required to have admitted to the Official List of the FSA and admitted to trading in the Regulated Market of the London Stock Exchange the issue of Notes described herein pursuant to the £3,000,000,000 Euro Medium Term Note Programme of Western Power Distribution (East Midlands) plc and Western Power Distribution (West Midlands) plc.
 


 
 
 
 

 
Responsibility
 
The Issuer accepts responsibility for the information contained in these Final Terms.
 
Signed on behalf of
Western Power Distribution (East Midlands) plc
 
By:         /S/ IAN R. WILLIAMS
 
  Ian R. Williams
 

 
 
 
 
 
Part B
Other Information

 
1
 
Listing and Admission to Trading
 
 
(i)
 
Listing and admission to trading:
 
Application has been made by the Issuer (or on its behalf) for the Notes to be admitted to trading on the Regulated Market of the London Stock Exchange plc and admitted to the Official List of the Financial Services Authority with effect from 19 April 2012.
 
The Existing Notes are already admitted to trading on the Regulated Market of the London Stock Exchange plc and admitted to the Official List of the Financial Services Authority.
 
 
(ii)
 
Estimate of total expenses related to admission to trading:
 
£3,600
 
36
 
Ratings
 
 
Ratings:
 
The Notes to be issued have been rated:
     
 
Standard & Poor's Rating Services, a division of The McGraw-Hill Companies, Inc.: BBB
     
 
Moody’s Investor Services Limited: Baal
     
 
Each of Standard & Poor's Rating Services, a division of the McGraw-Hill Companies, Inc. and Moody's Investor Services Limited is established in the European Union and is registered under Regulation (EU) No 1060/2009 (the CRA Regulation).
     
 
In general, European regulated investors are restricted from using a rating for regulatory purposes if such rating is not issued by a credit rating agency established in the European Union and registered under the CRA Regulation unless the rating is provided by a credit rating agency operating in the European Union before 7 June 2010 which has submitted an application for registration in accordance with the CRA Regulation and such registration is not refused.
37
 
Interests of Natural and Legal Persons Involved in the Issue
 
 
So far as the Issuer is aware, no person involved in the issue of the Notes has an interest material to the offer, save for any fees payable to the Managers.
38
 
Reasons for the Offer, Estimated Net Proceeds and Total Expenses
 
 
(i)
 
Reasons for the offer
 
General corporate purposes.
 
 
(ii)
 
Estimated net proceeds:
 
Not Applicable
 
 
(iii)
 
Estimated total expenses:
 
Not Applicable
 
39
 Yield  
  Indication of yield:
 
4.032 per cent. (semi-annual)
     
The yield is calculated at the Issue Date on the basis of the Issue Price.  It is not an indication of future yield.
 
40
 
Performance of Index/Formula, Explanation of Effect on Value of Investment and Associated Risks and Other Information Concerning the Underlying
 
 
Not Applicable
  
 
41
 
Performance of Rate[s] of Exchange and Explanation of Effect on Value of Investment
 
 
Not Applicable
  
       
 
42
 
Operational Information
  
 
 
(i)
 
Temporary ISIN Code applicable prior to the Exchange Date:
 
 
XS0773654511
 
     
ISIN Code following the Exchange Date:
  
XS0627333221
 
 
(ii)
 
Temporary Common Code applicable prior to the Exchange Date:
 
Common Code following the Exchange Date:
 
077365451
 
062733322
 
 
(iii)
 
Any clearing system(s) other than Euroclear Bank SA/NV and Clearstream Banking, société anonyme and the relevant identification number(s):
 
Not Applicable
 
 
(iv)
 
Delivery
 
Delivery against payment
 
 
(v)
 
Names and addresses of additional Paying Agent(s)
 (if any):
 Not Applicable
 
 
(vi)
 
Intended to be held in a manner which would allow Eurosystem eligibility:
 No