Tesco
TSCO
Delayed London Stock Exchange - 08/18 12:31:08 pm
176.6GBp
-1.26%

Tesco PLC Tender Offer to Purchase Outstanding -2-

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06/19/2017 | 01:45 pm


(ii) in the case of (a) the 2029 Notes, the 2033 Notes, the 2042 Notes and the 2057 Notes, the relevant Benchmark Security Rate or (b) the 2047 Notes, the 2047 Notes Interpolated Mid-Swap Rate.



Each Purchase Price will be determined in accordance with market convention and expressed as a percentage of the nominal amount of the Notes of the relevant Series accepted for purchase pursuant to the relevant Offer (rounded to the nearest 0.001 per cent., with 0.0005 per cent. rounded upwards), and is intended to reflect a yield to maturity of the Notes of the relevant Series on the Settlement Date based on the relevant Purchase Yield.



The Company will also pay an Accrued Interest Payment in respect of any Notes accepted for purchase pursuant to the relevant Offer(s).



US Tender Offer and Final Acceptance Amounts



The Company has 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 US Tender Offer is described in a separate offer document, and is not the subject of the Tender Offer Memorandum. Pursuant to the US Tender Offer, the Company currently proposes to accept valid offers of up to US$300,000,000 in aggregate nominal amount of US Notes for purchase (the Sterling Equivalent of such amount, as it may be increased by the Company in accordance with the terms of the US Tender Offer as at the early tender deadline for the US Tender Offer (being 5.00 p.m. (New York time) on 30 June 2017), being the US Tender Offer Amount).



If the Company decides to accept any 2047 Notes for purchase pursuant to the relevant Offer, the Company proposes that the aggregate nominal amount of such 2047 Notes (if any) (converted into Sterling at the GBP/EUR Applicable Exchange Rate) which it will accept for purchase pursuant to the relevant Offer will be up to an amount equal to GBP500,000,000 less the US Tender Offer Amount, although the Company reserves the right, in its sole discretion, to accept significantly more or significantly less than (or none of) such amount of 2047 Notes for purchase pursuant to the relevant Offer (the Sterling Equivalent of the final nominal amount of such 2047 Notes so accepted for purchase being the Final Priority 1 Notes Acceptance Amount).



If the Company decides to accept any 2029 Notes and/or 2033 Notes and/or 2042 Notes and/or 2057 Notes for purchase pursuant to the relevant Offer(s), the Company proposes that the aggregate nominal amount of 2029 Notes (if any) and/or 2033 Notes (if any) and/or 2042 Notes (if any) and/or 2057 Notes (if any) which it will accept for purchase pursuant to the relevant Offer(s) will be up to an amount equal to GBP500,000,000 less the sum of (i) the US Tender Offer Amount and (ii) the Final Priority 1 Notes Acceptance Amount, although the Company reserves the right, in its sole discretion, to accept significantly more or significantly less than (or none of) such amount of 2029 Notes and/or 2033 Notes and/or 2042 Notes and/or 2057 Notes for purchase pursuant to the relevant Offer(s) (the final nominal amount of such Notes accepted for purchase pursuant to such Offers being the Final Priority 2 Notes Acceptance Amount). The Company will determine the allocation of the Final Priority 2 Notes Acceptance Amount between each Series of the 2029 Notes, the 2033 Notes, the 2042 Notes and the 2057 Notes in its sole discretion, and reserves the right to accept significantly more or significantly less (or none) of any such Series as compared to the other such Series.



The Company does not currently intend to accept any 2029 Notes and/or 2033 Notes and/or 2042 Notes and/or 2057 Notes for purchase pursuant to the relevant Offer(s) unless it has accepted all valid tenders of 2047 Notes in full, with no pro rata scaling.



As a result of the foregoing, the Final Priority 1 Notes Acceptance Amount and the Final Priority 2 Notes Acceptance Amount will be directly affected by the amount of US Notes accepted for purchase pursuant to the US Tender Offer.



Scaling



In respect of each Series, if the Company decides to accept any validly tendered Notes of such Series for purchase pursuant to the relevant Offer and the aggregate nominal amount of the relevant Series validly tendered is greater than the relevant Series Acceptance Amount, the Company intends to accept such Notes for purchase on a pro rata basis such that the aggregate nominal amount of such Series accepted for purchase pursuant to the relevant Offer is no greater than such Series Acceptance Amount, as further set out in the Tender Offer Memorandum.



Tender Instructions



In order to participate in, and be eligible to receive the relevant Purchase Price and Accrued Interest Payment pursuant to the relevant Offer, Noteholders must validly tender their Notes by delivering, or arranging to have delivered on their behalf, a valid Tender Instruction that is received by the Information and Tender Agent by 4.00 p.m. (London time) on 30 June 2017 (the Expiration Deadline).



Tender Instructions will be irrevocable except in the limited circumstances described in the Tender Offer Memorandum.



Tender Instructions must be submitted in respect of a minimum nominal amount of Notes of the relevant Series of no less than the minimum denomination for such Series, being GBP1,000 in respect of the 2029 Notes and the 2033 Notes, GBP50,000 in respect of the 2042 Notes and the 2057 Notes, and EUR50,000 in respect of the 2047 Notes, and may thereafter be submitted in integral multiples of GBP1,000 in respect of the 2029 Notes, the 2033 Notes and the 2042 Notes, EUR1,000 in respect of the 2047 Notes or GBP50,000 in respect of the 2057 Notes, as applicable. A separate Tender Instruction must be completed on behalf of each beneficial owner and in respect of each Series.



Indicative Timetable for the Offers




Events Times and Dates
(All times are London time)
Commencement of the Offers
Offers announced. Tender Offer Memorandum available from Monday, 19 June 2017
the Information and Tender Agent.
Expiration Deadline
Final deadline for receipt of valid Tender Instructions 4.00 p.m. on Friday, 30 June 2017
by the Information and Tender Agent
in order for Noteholders to be able to participate in the
Offers.
Announcement of Indicative Results
Announcement by the Company of a non-binding indication Monday, 3 July 2017
of the level at which it expects to
set the Final Priority 1 Notes Acceptance Amount, the
Final Priority 2 Notes Acceptance Amount
and each Series Acceptance Amount, and indicative details
of any Scaling Factor applicable
to valid tenders of Notes of each Series that will be
applied in the event that the Company
decides to accept valid tenders of Notes of such Series
pursuant to the relevant Offers.
Pricing Time
Determination of the 2047 Notes Interpolated Mid-Swap At or around 1.00 p.m. on Monday, 3 July 2017
Rate, each Benchmark Security Rate,
each Purchase Yield and each Purchase Price.
Announcement of Results and Pricing
Announcement of whether the Company will accept valid As soon as reasonably practicable after the Pricing Time
tenders of Notes pursuant to all or on Monday, 3 July 2017
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 and any Scaling Factors
that will be applied to Notes of
any Series.
Settlement Date
Expected Settlement Date for the Offers. Thursday, 6 July 2017



The Company may, in its sole discretion, extend, re-open, amend, waive any condition of or terminate an Offer at any time (subject to applicable law and as provided in the Tender Offer Memorandum) and the above times and dates are subject to the right of the Company to so extend, re-open, amend and/or terminate such Offer.



Noteholders are advised to check with any bank, securities broker or other intermediary through which they hold Notes when such intermediary would need to receive instructions from a Noteholder in order for that Noteholder to be able to participate in, or (in the limited circumstances in which revocation is permitted) revoke their instruction to participate in, an Offer before the deadlines set out above. The deadlines set by any such intermediary and each Clearing System for the submission and (where permitted) withdrawal of Tender Instructions will be earlier than the relevant deadlines set out above and in the Tender Offer Memorandum.



Unless stated otherwise, announcements in connection with the Offers will be made (i) by publication through RNS and (ii) by the delivery of notices to the Clearing Systems for communication to Direct Participants. Such announcements may also be found on the relevant Reuters Insider Screen and be made by the issue of a press release to a Notifying News Service. Copies of all such announcements, press releases and notices can also be obtained upon request from the Information and Tender Agent, the contact details for which are below. Significant delays may be experienced where notices are delivered to the Clearing Systems and Noteholders are urged to contact the Information and Tender Agent for the relevant announcements during the course of the Offers. In addition, Noteholders may contact the Dealer Managers for information using the contact details below.



All documentation relating to the Offers, together with any updates, will also be available (subject to the offer and distribution restrictions referred to in the Tender Offer Memorandum) via the Offers Website (https://sites.dfkingltd.com/TescoEUROFFER).



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06-19-17 0945ET

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