Tesco
TSCO
Delayed London Stock Exchange - 08/18 12:16:10 pm
176.6GBp
-1.26%

Tesco PLC Indicative Result of Tender Offer (non-US)

Envoyer par e-mail
07/03/2017 | 09:19 am

TIDMTSCO TIDM17EW

RNS Number : 9062J

Tesco PLC

03 July 2017

THIS ANNOUNCEMENT RELATES TO THE DISCLOSURE OF INFORMATION THAT QUALIFIED OR MAY HAVE QUALIFIED AS INSIDE INFORMATION WITHIN THE MEANING OF ARTICLE 7(1) OF THE MARKET ABUSE REGULATION (EU) 596/2014.

NOT FOR DISTRIBUTION IN OR INTO OR TO ANY PERSON LOCATED OR RESIDENT IN THE UNITED STATES, ITS TERRITORIES AND POSSESSIONS (INCLUDING PUERTO RICO, THE U.S. VIRGIN ISLANDS, GUAM, AMERICAN SAMOA, WAKE ISLAND AND THE NORTHERN MARIANA ISLANDS), ANY STATE OF THE UNITED STATES OR THE DISTRICT OF COLUMBIA OR IN OR INTO ANY OTHER JURISDICTION WHERE IT IS UNLAWFUL TO RELEASE, PUBLISH OR DISTRIBUTE THIS ANNOUNCEMENT.

3 July 2017.

Tesco PLC announces indicative results of Tender Offers for its EUR600,000,000 5.125 per cent. Notes due 2047, GBP200,000,000 6 per cent. Notes due 2029, GBP200,000,000 5.50 per cent. Notes due 2033, GBP300,000,000 4.875 per cent. Notes due 2042 and GBP500,000,000 5.20 per cent. Notes due 2057

Tesco PLC (the Company) announces today the indicative results of its separate invitations to holders of its outstanding (a) EUR600,000,000 5.125 per cent. Notes due 2047 (ISIN: XS0295018070) (the 2047 Notes), (b) GBP200,000,000 6 per cent. Notes due 2029 (ISIN: XS0105244585) (the 2029 Notes), (c) GBP200,000,000 5.50 per cent. Notes due 2033 (ISIN: XS0159013142) (the 2033 Notes), (d) GBP300,000,000 4.875 per cent. Notes due 2042 (ISIN: XS0248395245) (the 2042 Notes) and (e) GBP500,000,000 5.20 per cent. Notes due 2057 (ISIN: XS0289810318) (the 2057 Notes and, together with the 2047 Notes, the 2029 Notes, the 2033 Notes and the 2042 Notes, the Notes and each a Series) to tender their Notes for purchase by the Company for cash (each such invitation an Offer and, together, the Offers).

The Offers were announced on 19 June 2017 and were made on the terms and subject to the conditions contained in the tender offer memorandum dated 19 June 2017 (the Tender Offer Memorandum) prepared by the Company. Capitalised terms used in this announcement but not defined have the meanings given to them in the Tender Offer Memorandum.

Indicative Final Priority 1 Notes Acceptance Amount and Indicative Series Acceptance Amount in respect of the 2047 Notes

The Company announces that, in the event that the Company decides to accept valid tenders of 2047 Notes pursuant to the relevant Offer:

(a) it expects to set the Final Priority 1 Notes Acceptance Amount at approximately GBP214,324,989; and

(b) based on the applicable euro/Sterling exchange rate prevailing at the Expiration Deadline it expects to set the Series Acceptance Amount in respect of the 2047 Notes at approximately EUR244,009,000 and, therefore, it expects to accept for purchase all 2047 Notes validly tendered pursuant to the relevant Offer in full, with no pro rata scaling.

Noteholders should note that this is a non-binding indication of the levels at which the Company expects to set the Final Priority 1 Notes Acceptance Amount and the Series Acceptance Amount in respect of the 2047 Notes.

Indicative Final Priority 2 Notes Acceptance Amount and Indicative Series Acceptance Amounts in respect of each of the 2029 Notes, the 2033 Notes, the 2042 Notes and the 2057 Notes

The Company further announces that, in the event that the Company decides to accept any valid tenders of 2029 Notes, 2033 Notes, 2042 Notes and/or 2057 Notes pursuant to the Offers:

(a) it expects to set the Final Priority 2 Notes Acceptance Amount at approximately GBP54,650,000;

(b) it expects to set the Series Acceptance Amount in respect of the 2029 Notes at GBP0 and, therefore, it does not expect to accept any 2029 Notes tendered pursuant to the relevant Offer;

(c) it expects to set the Series Acceptance Amount in respect of the 2033 Notes at GBP0 and, therefore, it does not expect to accept any 2033 Notes tendered pursuant to the relevant Offer;

(d) it expects to set the Series Acceptance Amount in respect of the 2042 Notes at GBP0 and, therefore, it does not expect to accept any 2042 Notes tendered pursuant to the relevant Offer; and

(e) it expects to set the Series Acceptance Amount in respect of the 2057 Notes at approximately GBP54,650,000 and, therefore, it expects to accept for purchase 2057 Notes validly tendered pursuant to the relevant Offer subject to pro rata scaling at a Scaling Factor of approximately 55 per cent., as further described in the Tender Offer Memorandum.

Noteholders should note that this is a non-binding indication of the levels at which the Company expects to set the Final Priority 2 Notes Acceptance Amount, the Series Acceptance Amounts in respect of the 2029 Notes, 2033 Notes, 2042 Notes and 2057 Notes and any Scaling Factor that would be applied as a consequence.

US Tender Offer Amount

The Company launched, contemporaneously with the launch of the Offers, an offer to purchase for cash (the US Tender Offer) certain of its USD-denominated debt securities (the US Notes). The early tender deadline for the US Tender Offer was 5.00 p.m. (New York time) on 30 June 2017, and the Company has today announced that it has accepted U.S.$300,000,000 in aggregate nominal amount of US Notes validly tendered at or prior to such early tender deadline for purchase pursuant to the US Tender Offer. Based on the applicable USD/Sterling exchange rate prevailing at the Expiration Deadline, the US Tender Offer Amount is therefore GBP231,089,200.

Pricing and Settlement

Pricing for the Offers will take place at or around 1.00 p.m. (London time) today (the Pricing Time). As soon as reasonably practicable after the Pricing Time, the Company will announce whether it will accept valid tenders of Notes pursuant to all or any of the Offers and, if so accepted, the Final Priority 1 Notes Acceptance Amount, the Final Priority 2 Notes Acceptance Amount, each Series Acceptance Amount, each Purchase Yield, each Benchmark Security Rate, the 2047 Notes Interpolated Mid-Swap Rate, each Purchase Price, the GBP/USD Applicable Exchange Rate, the GBP/EUR Applicable Exchange Rate and any Scaling Factors that will be applied to Notes of any Series.

The Settlement Date in respect of any Notes accepted for purchase pursuant to the Offers is expected to be 6 July 2017.

BNP Paribas (Telephone: +44 20 7595 8668; Attention: Liability Management Group; Email: liability.management@bnpparibas.com), Goldman Sachs International (Telephone: +44 20 7774 9862; Attention: Liability Management Group; Email: liabilitymanagement.eu@gs.com) and RBC Europe Limited (Telephone: +44 20 7029 7063; Attention: Liability Management; Email: liability.management@rbccm.com) are acting as Dealer Managers for the Offers.

D.F. King Ltd. (Telephone: (in London) + 44 20 7920 9700 / (in Hong Kong) +852 3953 7230; Email: TescoPLC@dfkingltd.com, Website: https://sites.dfkingltd.com/TescoEUROFFER) is acting as Information and Information and Tender Agent for the Offers.

This announcement is released by Tesco PLC and contains information that qualified or may have qualified as inside information for the purposes of Article 7 of the Market Abuse Regulation (EU) 596/2014 (>> Marriott International Inc), encompassing information relating to the Offers described above. For the purposes of MAR and Article 2 of Commission Implementing Regulation (EU) 2016/1055, this announcement is made by Robert Welch, Group Company Secretary at Tesco PLC.

DISCLAIMER This announcement must be read in conjunction with the Tender Offer Memorandum. No offer or invitation to acquire any securities is being made pursuant to this announcement. The distribution of this announcement and the Tender Offer Memorandum in certain jurisdictions may be restricted by law. Persons into whose possession this announcement and/or the Tender Offer Memorandum come(s) are required by each of the Company, the Dealer Managers and the Information and Tender Agent to inform themselves about, and to observe, any such restrictions.

Tesco PLC - LEI Number: 2138002P5RNKC5W2JZ46

Tesco Corporate Treasury Services PLC - LEI Number: 21380018AJDKNF3A6712

This information is provided by RNS

The company news service from the London Stock Exchange

END

RTEUORKRBAABRRR

Stocks mentioned in the article : Marriott International Inc
Envoyer par e-mail