Capital/Financing Update • Sep 5, 2017
Capital/Financing Update
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PROHIBITION OF SALES TO EEA RETAIL INVESTORS - The Notes are not intended, from 1 January 2018, to be offered, sold or otherwise made available to and, with effect from such date, 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 ("MiFID II"); or (ii) a customer within the meaning of Directive 2002/92/EC ("IMD"), where that customer would not qualify as a professional client as defined in point (10) of Article 4(1) of MiFID II. Consequently no key information document required by Regulation (EU) No 1286/2014 (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.
Terms used herein shall be deemed to be defined as such for the purposes of the Conditions set forth in the Prospectus dated 25 August 2017 which constitutes a base prospectus for the purposes of Article 5.4 of Directive 2003/71/EC, as amended (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 at the website of the London Stock Exchange http://londonstockexchange.com/exchange/news/market-news/market-news-home.html and during normal business hours copies may be obtained from SSE plc, Inveralmond House, 200 Dunkeld Road, Perth PH1 3AQ.
| 1 | Issuer: | SSE plc | |
|---|---|---|---|
| 2 | (i) | Series Number: | 11 |
| (ii) | Tranche Number: | 1 | |
| 3 | Specified Currency or Currencies: | Euro ("EUR") | |
| 4 | Aggregate Nominal Amount of Notes: | ||
| (i) | Series: | EUR 600,000,000 | |
| (ii) | Tranche: | EUR 600,000,000 | |
| (iii) | Date on which the Notes become fungible: |
Not Applicable | |
| 5 | Issue Price: | 99.478 per cent. of the Aggregate Nominal Amount | |
| 6 | (i) | Specified Denominations: | EUR 100,000 and integral multiples of EUR 1,000 in excess thereof up to and including EUR 199,000. No notes in definitive form will be issued with a denomination above EUR 199,000. |
| (ii) | Calculation Amount: | EUR 1,000 | |
| 7 | (i) | Issue Date: | 6 September 2017 |
| (ii) | Interest Commencement Date: | Issue Date |
| 8 | Maturity Date: | 6 September 2025 | |
|---|---|---|---|
| 9 | Interest Basis: | 0.875 per cent. Fixed Rate | |
| 10 | Redemption/Payment Basis: | Redemption at par | |
| 11 | Change of Redemption/Payment Basis: |
Interest or |
Not Applicable |
| 12 | Put/Call Options: | Make-Whole Call Issuer Maturity Par Call Clean-Up Call |
|
| 13 | Date Board approval for issuance of Notes obtained: |
15 and 16 May 2017 | |
| PROVISIONS RELATING TO INTEREST (IF ANY) PAYABLE | |||
| 14 | Fixed Rate Note Provisions: | Applicable |
| (i) Rate of Interest: |
0.875 per cent, per annum payable annually in arrear | |
|---|---|---|
| (ii) Interest Payment Date(s): |
6 September in each year, from and including 6 September 2018, up to and including the Maturity Date |
|
| (iii) Fixed Coupon Amount(s): |
EUR 8.75 per Calculation Amount | |
| (iv) Broken Amount(s): |
Not Applicable | |
| (v) Day Count Fraction: |
Actual/Actual (ICMA) | |
| (vi) Determination Dates: |
6 September in each year | |
| 15 | Floating Rate Note Provisions: | Not Applicable |
| 16 | Zero Coupon Note Provisions: | Not Applicable |
| 17 | RPI Linked Note Provisions: | Not Applicable |
| 18 | Call Option: | Not Applicable | ||
|---|---|---|---|---|
| 19 | Make-Whole Redemption: | Applicable | ||
| (i) Make-Whole Redemption Date(s): |
At any time up to (but excluding) the day that is 90 days prior to the Maturity Date |
|||
| (ii) | Make-Whole Amount(s): | |||
| (a) | Specified Time: | 12:00 noon (London time) | ||
| (b) | Redemption Margin: | 0.15 per cent. | ||
| (iii) | If redeemable in part: | Applicable | ||
| (a) | Minimum Redemption Amount: | EUR 100,000 | ||
| (b) | Maximum Redemption Amount: | EUR 600,000,000 | ||
| (iv) | Notice period: | Minimum period: 15 days | ||
| Maximum period: 30 days | ||||
| 20 | Issuer Maturity Par Call: | Applicable | ||
| Notice period: | Minimum period: 15 days | |||
| Maximum period: 30 days | ||||
| 21 | Clean-Up Call Option: | Applicable | ||
| (i) Clean-Up Redemption Amount: |
EUR 1,000 per Calculation Amount |
| 22 | General Put Option: | Not Applicable |
|---|---|---|
| 23 | Restructuring Event Put Option: | Not Applicable |
| 24 | Change of Control Put Option: | Not Applicable |
| 25 | SSE Restructuring Event Put Option: | Not Applicable |
| 26 | Final Redemption Amount of each Note: | EUR 1,000 per Calculation Amount |
| 27 | Early Redemption Amount: | |
| Early Redemption Amount(s) per Calculation Amount payable on redemption for taxation reasons or on event of default or other early redemption |
EUR 1,000 | |
| 28 | Indexation: | Not Applicable |
| GENERAL PROVISIONS APPLICABLE TO THE NOTES | ||
| 29 | Form of Notes: | Bearer Notes |
| 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 |
||
| 30 | New Global Note intended to be held in a | Yes |
| manner which would allow Eurosystem eligibility: |
Note that the designation "Yes" simply means that the Notes are intended upon issue to be deposited with one of the ICSDs as common safekeeper and does not necessarily mean that the Notes will be recognized 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 ECB being satisfied that Eurosystem eligibility criteria have been met. |
|
| 31 | Financial Centre(s): | London and TARGET 2 |
| 32 | Talons for future Coupons to be attached to Definitive Notes: |
No |
| 33 | U.S. Selling Restrictions: | Reg. S Compliance Category 2; D RULES |
Signed on behalf of the Issuer:
By: $\begin{picture}(20,10) \put(0,0){\vector(1,0){10}} \put(15,0){\vector(1,0){10}} \put(15,0){\vector(1,0){10}} \put(15,0){\vector(1,0){10}} \put(15,0){\vector(1,0){10}} \put(15,0){\vector(1,0){10}} \put(15,0){\vector(1,0){10}} \put(15,0){\vector(1,0){10}} \put(15,0){\vector(1,0){10}} \put(15,0){\vector(1,0){10}} \put(15,0){\vector(1,0){10}} \put(15,0){\vector(1$ Duly authorised
Ratings: The Notes to be issued have been rated: Standard & Poor's Credit Market Services Europe Limited: A-
Moody's Investors Service Ltd.: A3
"Save as discussed in "Subscription and Sale", so far as the Issuer is aware, no person involved in the offer of the Notes has an interest material to the offer."
| Indication of yield: | 0.943 per cent. per annum | |
|---|---|---|
| The yield is calculated at the Issue Date on the basis of the Issue Price. It is not an indication of future yield. |
||
| 5 | USE OF PROCEEDS | |
| Use of Proceeds: | To refinance Eligible Green Projects | |
| (See "Use of Proceeds" wording in Base Prospectus) | ||
| 6 | OPERATIONAL INFORMATION | |
| ISIN: | XS1676952481 | |
| Common Code: | 167695248 | |
| Any clearing system(s) other than Euroclear Bank SA/NV and Clearstream Banking S.A. and the relevant identification number(s): |
Not Applicable | |
| Delivery: | Delivery against payment | |
| Names and addresses of additional Paying Agent(s) (if any): |
Not Applicable |
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