Commission File Number | Registrant; State of Incorporation; Address and Telephone Number | IRS Employer Identification No. |
1-11459 | PPL Corporation (Exact name of Registrant as specified in its charter) (Pennsylvania) Two North Ninth Street Allentown, PA 18101-1179 (610) 774-5151 | 23-2758192 |
[ ] | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | |
[ ] | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | |
[ ] | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | |
[ ] | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
(d) | Exhibits | |||
Final Terms, dated November 14, 2017, of Western Power Distribution (South West) plc £250,000,000 2.375% Notes due May 2029. | ||||
Trust Deed, dated November 6, 2015, by and among Western Power Distribution (South West) plc as Issuer, and HSBC Corporate Trustee Company (UK) Limited as Note Trustee (Exhibit 4.1 to PPL Corporation’s Form 8-K Report (File No. 1-11459) dated November 6, 2015). | ||||
Agency Agreement, dated November 6, 2015, by and among Western Power Distribution (Southwest) plc as Issuer, HSBC Corporate Trustee Company (UK) Limited and HSBC Bank plc as Principal Paying Agent (Exhibit 4.2 to PPL Corporation’s Form 8-K Report (File No. 1-11459) dated November 6, 2015). | ||||
Subscription Agreement, dated November 14, 2017, by and among Western Power Distribution(South West) plc as Issuer, HSBC Bank plc, Mizuho International plc, The Royal Bank of Scotland plc (trading as NatWest Markets), Banco Santander, S.A., Barclays Bank PLC, Lloyds Bank plc, Merrill Lynch International, MUFG Securities EMEA plc and RBC Europe Limited. | ||||
£3,000,000,000 Euro Medium Term Note Programme entered into by Western Power Distribution (East Midlands) plc, Western Power Distribution (South Wales) plc, Western Power Distribution (South West) plc and Western Power Distribution (West Midlands) plc dated as of September 15, 2017 (Exhibit 4(b) to PPL Corporation’s Report on Form 10-Q (File No. 1-11459) dated November 1, 2017). |
PPL CORPORATION | |||
By: | /s/ Stephen K. Breininger | ||
Stephen K. Breininger Vice President and Controller |
1 Issuer: | Western Power Distribution (South West) plc |
2 (i) Series Number: | 2017-2 |
(ii) Tranche Number: | 1 |
(iii) Date on which the Notes will be consolidated and form a single Series | Not Applicable |
3 Specified Currency or Currencies: | Pound Sterling (£) |
4 Aggregate Nominal Amount: | |
(i) Series: | £250,000,000 |
(ii) Tranche: | £250,000,000 |
5 (i) Issue Price of Tranche: | 99.086 per cent. of the Aggregate Nominal Amount |
6 (i) Specified Denominations: | £100,000 and integral multiples of £1,000 in excess thereof up to and including £199,000. No Notes in definitive form will be issued with a denomination of integral multiples above £199,000. |
(ii) Calculation Amount: (Applicable to Notes in definitive form) | £1,000 |
7 (i) Issue Date: | 16 November 2017 |
(ii) Interest Commencement Date: | Issue Date |
8 Maturity Date: | 16 May 2029 |
9 Interest Basis: | 2.375 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 100.00 per cent. of their nominal amount |
11 Change of Interest Basis or Redemption/ Payment Basis: | Not Applicable |
12 Put/Call Options: | Restructuring Put Option |
(further particulars specified in paragraph 22 below) | |
13 Date approval by Committee of the Board of Directors for issuance of Notes obtained: | 6 November 2017 |
Provisions Relating to Interest (if any) Payable | |
14 Fixed Rate Note Provisions | Applicable |
(i) Rate of Interest: | 2.375 per cent. per annum payable annually in arrear |
(ii) Interest Payment Date(s): | 16 May in each year up to and including the Maturity Date, commencing on 16 May 2018 with a short first coupon from and including 16 November 2017 to but excluding 16 May 2018 |
(iii) Fixed Coupon Amount: (Applicable to Notes in definitive form) | £23.75 per Calculation Amount |
(iv) Broken Amount: (Applicable to Notes in definitive form) | £11.78 per Calculation Amount, payable on the Interest Payment Date falling on 16 May 2018 |
(v) Day Count Fraction: | Actual/Actual ICMA |
(vi) Determination Date: | Interest Payment Dates in each year |
15 Floating Rate Note Provisions | Not Applicable |
16 Zero Coupon Note Provisions | Not Applicable |
17 Index Linked Interest Note Provisions | Not Applicable |
18 Ratings Downgrade Rate Adjustment | Not Applicable |
Provisions Relating to Redemption | |
19 Index Linked Redemption Provisions | Not Applicable |
20 Issuer Call | Not Applicable |
21 Investor Put | Applicable for the purposes of Condition 6(g) (Redemption at the option of Noteholders on a Restructuring Event) only |
(i) Optional Redemption Date(s): | Put Date as per Condition 6(g)(iii) |
(ii) Notice Period: | Refer to Condition 6(g) (Redemption at the Option of Noteholders on a Restructuring Event) |
(i) Optional Redemption Amount(s): | Not Applicable |
22 Restructuring Put Option | Applicable (Condition 6(g) (Redemption at the Option of the Noteholders on a Restructuring Event) applies) |
(i) Optional Redemption Amount(s): | £1,000 per Calculation Amount |
23 Final Redemption Amount: | £1,000 per Calculation Amount |
24 Early Redemption Amount payable on redemption for taxation reasons or on event of default | £1,000 per Calculation Amount |
General Provisions Applicable to the Notes | |
25 Form of Notes: | Bearer |
(i) if issued in Bearer form: | 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/NSS: | Yes |
26 Additional Financial Centre(s) or other special provisions relating to payment dates: | Not Applicable |
27 Talons for future Coupons to be attached to Definitive Notes: | No |
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 London Stock Exchange's regulated market and listing on the Official List of the UK Listing Authority with effect from, or as soon as practicable after, 16 November 2017. | ||
(ii) Estimate of total expenses related to admission to trading: | £3,600 | ||
2 Ratings | |||
Ratings: | The Notes to be issued have been rated: | ||
Baa1 by Moody's Investors Service Limited (Moody's) 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 is registered under Regulation (EC) No. 1060/2009 | |||
3 Interests of Natural and Legal Persons Involved in the Issue | |||
Save for any fees payable to the Joint Lead 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 | |||
(i) Reasons for the offer | The net proceeds of this offer will be used by Western Power Distribution (South West) plc for its general corporate purposes | ||
(ii) Estimated net proceeds: | Not Applicable | ||
(iii) Estimated total expenses: | Not Applicable | ||
5 Yield (Fixed Rate Notes only) | |||
Indication of yield: | 2.468 per cent. on an annual basis | ||
6 Operational Information | |||
(i) ISIN Code: | XS1718489898 | ||
(ii) Common Code: | 171848989 | ||
(iii) Any clearing system(s) other than Euroclear Bank SA/NV and Clearstream Banking S.A. 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: | Yes. Note that the designation "yes" simply means that the 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 | |||
(i) Method of distribution: | Syndicated | ||
(ii) If syndicated, names and addresses of Managers): | Joint Lead Managers: HSBC Bank plc 8 Canada Square London E14 5HQ | ||
Mizuho International plc 30 Old Bailey London EC4M 7AU | |||
The Royal Bank of Scotland plc (trading as NatWest Markets) 250 Bishopsgate London EC2M 4AA | |||
Banco Santander, S.A. Ciudad Grupo Santander Edificio Encinar Avenida de Cantabria s/n 28660, Boadilla del Monte Madrid | |||
Barclays Bank PLC 5 The North Colonnade Canary Wharf London E14 4BB |
Lloyds Bank plc 10 Gresham Street London EC2V 7AE | |||
Merrill Lynch International 2 King Edward Street London EC1A 1HQ | |||
MUFG Securities EMEA plc Ropemaker Place 25 Ropemaker Street London EC2Y 9AJ | |||
RBC Europe Limited Riverbank House 2 Swan Lane London EC4R 3BF | |||
(iii) Date of Dealer Agreement: | 15 September 2017 | ||
(iv) Stabilisation Manager(s) (if any): | The Royal Bank of Scotland plc (trading as NatWest Markets) | ||
(v) If non-syndicated, name and address of relevant Dealer: | Not Applicable | ||
(vi) U.S. Selling Restrictions: | Reg. S Compliance Category 2; TEFRA D | ||
(vii) Prohibition of Sales to EEA Retail Investors: | Applicable |
EXECUTION VERSION | |||
WESTERN POWER DISTRIBUTION (SOUTH WEST) PLC as Issuer and HSBC BANK PLC MIZUHO INTERNATIONAL PLC THE ROYAL BANK OF SCOTLAND PLC (TRADING AS NATWEST MARKETS) and OTHERS | |||
SUBSCRIPTION AGREEMENT in respect of £250,000,000 2.375 per cent. Notes due May 2029 issued by Western Power Distribution (South West) plc under £3,000,000,000 Euro Medium Term Note Programme |
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(1) | WESTERN POWER DISTRIBUTION (SOUTH WEST) PLC (the "Issuer"); |
(2) | HSBC BANK PLC, MIZUHO INTERNATIONAL PLC and THE ROYAL BANK OF SCOTLAND PLC (TRADING AS NATWEST MARKETS) ("NatWest Markets") as joint lead managers and active bookrunners (the "Active Joint Bookrunners"); and |
(3) | BANCO SANTANDER, S.A., BARCLAYS BANK PLC, LLOYDS BANK PLC, MERRILL LYNCH INTERNATIONAL, MUFG SECURITIES EMEA PLC and RBC EUROPE LIMITED as joint lead managers and passive bookrunners (the "Passive Joint Bookrunners", and together with the Active Joint Bookrunners, the "Joint Lead Managers"). |
(A) | The Issuer has entered into an amended and restated dealer agreement dated 15 September 2017 (the "Dealer Agreement") with the Dealers and the Arranger named in it in respect of the Issuer's £3,000,000,000 Euro Medium Term Note Programme (the "Programme"). |
(B) | The Issuer proposes to issue £250,000,000 2.375 per cent. Notes due May 2029 (the "Notes") and the Joint Lead Managers wish to subscribe such Notes. |
1. | Issue of the Notes |
1.1 | Dealer Agreement: The Notes shall be issued pursuant to clause 2.2 (Syndicated Issues) of the Dealer Agreement and on the terms of clauses 3 (The Notes), 5 (Offering of Notes) to 10 (Indemnification) (but not 9.1 (Initial Conditions Precedent)), 12.1 and 12.2 (Taxation and Costs), 13 (Survival of Certain Representations and Obligations), 14.2 (Rights Accrued), 15 (Communications), 17 (Currency Indemnity) to 20 (Governing Law and Jurisdiction) of the Dealer Agreement as modified by this Agreement. Unless otherwise defined in this Agreement, terms defined in the Dealer Agreement shall have the same meaning in this Agreement. References in the Dealer Agreement to "Notes" and "Dealers" shall be construed as references to the Notes and the Joint Lead Managers, respectively, for the purposes of this Agreement. |
1.2 | The Notes: The Notes shall be in the form and have the terms set out in Schedule 4 (Terms and Conditions of the Notes) to the Trust Deed as completed by the Final Terms dated the date of this Agreement relating to the Notes which the Issuer confirms it has prepared and copies of which it authorises the Joint Lead Managers to distribute in connection with the offering and sale of the Notes. |
1.3 | Agreement to Issue: Subject to the terms and conditions of this Agreement, the Issuer agrees to issue the Notes on 16 November 2017 (the "Closing Date") or such later date |
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1.4 | Publicity: The Issuer confirms the arrangements made on its behalf by the Active Joint Bookrunners for announcements in respect of the Notes to be published on such dates and in such newspapers or other publications as it may agree with the Active Joint Bookrunners. |
2. | Agreement by the Joint Lead Managers |
2.1 | The Joint Lead Managers jointly and severally agree that they shall subscribe the Notes on the Issue Date, all on the terms set out herein. |
2.2 | The execution of this Agreement on behalf of all parties hereto will constitute acceptance by each Joint Lead Manager of the ICMA Agreement Among Managers Version 1 (the "AAM") subject to any amendment notified to such Joint Lead Manager in writing at any time prior to the receipt by NatWest Markets of the document appointing such Joint Lead Manager's authorised signatory and its execution of this Agreement. References in the AAM to the "Lead Manager" shall mean the Active Joint Bookrunners and references to each of the "Settlement Lead Manager" shall mean NatWest Markets. |
Joint Lead Manager | Commitment |
Active Joint Bookrunners | |
HSBC Bank plc | £ 75,000,000 |
Mizuho International plc | £ 75,000,000 |
The Royal Bank of Scotland plc (trading as NatWest Markets) | £ 75,000,000 |
Passive Joint Bookrunners | |
Banco Santander, S.A. | £ 4,167,000 |
Barclays Bank plc | £ 4,167,000 |
Lloyds Bank plc | £ 4,167,000 |
Merrill Lynch International plc | £ 4,167,000 |
MUFG Securities EMEA plc | £ 4,167,000 |
RBC Europe Limited | £ 4,165,000 |
Total | £ 250,000,000 |
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3. | Stabilisation |
4. | Conditions Precedent |
5. | Closing |
5.1 | Issue of Notes: At 11.00 a.m. (London time) (or such other time as may be agreed between the Active Joint Bookrunners, on behalf of the Joint Lead Managers, and the Issuer) on the Issue Date, the Issuer shall issue and deliver to the Joint Lead Managers or their order in such place as the active Joint Bookrunners may reasonably require a temporary Global Note representing the Notes duly executed and authenticated. |
5.2 | Payment: Against such delivery the Joint Lead Managers shall pay or cause to be paid to the Issuer the net subscription moneys for the Notes (being the aggregate amount payable for the Notes calculated at the Issue Price less the commissions referred to in Clause 6 (Commission)). Such payment shall be made by the Common Service Provider on behalf of the Joint Lead Managers, in Pound Sterling in same day settlement funds to the account of the Issuer, evidence of such payment taking the form of a confirmation by the Common Service Provider that it has made the relevant payment to the Issuer. |
6. | Commission |
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7. | Expenses |
8. | Communications |
Telephone: | +44 (0) 20 7991 8888 | |
Fax: | +44 (0) 20 7992 4973 | |
Attention: | Transaction Management Group |
Telephone: | +44 (0) 20 7236 1090 | |
Fax: | +44 (0) 20 7651 2922 | |
Attention: | MTN Trading Desk |
Fax: | +44 (0) 20 7085 2591 | |
Attention: | New Issues, Syndicate Desk |
9. | Selling Restrictions |
10. | Contracts (Rights of Third Parties) Act 1999 |
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11. | Several obligations and no cross default |
12. | Governing Law and Jurisdiction |
12.1 | Governing Law: This Agreement and any non-contractual obligations arising out of or in connection with it shall be governed by English law. |
12.2 | Jurisdiction: The courts of England are to have jurisdiction to settle any disputes that may arise out of or in connection with this Agreement and accordingly any legal action or proceedings arising out of or in connection with this Agreement ("Proceedings") may be brought in such courts. The Issuer irrevocably submits to the jurisdiction of such courts and waives any objection to Proceedings in such courts on the ground of venue or on the ground that the Proceedings have been brought in an inconvenient forum. This Clause is for the benefit of each of the Joint Lead Managers and shall not affect the right of any of them to take Proceedings in any other court of competent jurisdiction nor shall the taking of Proceedings in one or more jurisdictions preclude the taking of Proceedings in any other jurisdiction (whether concurrently or not). |
13. | Counterparts |
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