Last checked at 27 Feb 2023 09:44
NOT FOR DISTRIBUTION IN OR INTO OR TO ANY PERSON LOCATED OR RESIDENT IN THE UNITED STATES OF AMERICA, 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 OF AMERICA AND THE DISTRICT OF COLUMBIA (UNITED STATES) OR IN OR INTO ANY OTHER JURISDICTION WHERE IT IS UNLAWFUL TO DISTRIBUTE THIS ANNOUNCEMENT
27 February 2023
CO-OPERATIVE GROUP LIMITED
announces the final results of the tender offer in relation to its
£300,000,000 5.125 per cent. Notes due 2024
Further to its announcement on 17 February 2023, Co-operative Group Limited (the Society) hereby announces the final results of the invitation to holders of its £300,000,000 5.125 per cent. Notes due 2024 (ISIN: XS1910137949) unconditionally and irrevocably guaranteed by each of Co-operative Foodstores Limited, Co-op Funeral Plans Limited, Co-operative Group Food Limited, Co-operative Group Holdings (2011) Limited, Co-op Insurance Services Limited, Funeral Services Limited and Rochpion Properties (4) LLP (the Notes) to tender such Notes for purchase by the Society for cash (the Offer) in an aggregate principal amount up to the Maximum Acceptance Amount (as defined below). The Offer was made on the terms and subject to the conditions contained in the tender offer memorandum dated 17 February 2023 (the Tender Offer Memorandum) prepared by the Society.
Capitalised terms used in this announcement but not defined herewith have the meanings given to them in the Tender Offer Memorandum.
The Expiration Deadline for the Offer was 4.00 p.m. (London time) on 24 February 2023.
As at the Expiration Deadline, £180,514,000 in aggregate principal amount of Notes had been validly tendered pursuant to the Offer.
The Society hereby announces that it has decided to accept for purchase an aggregate principal amount of Notes amounting to £100,000,000. The pro-ration factor is 87.385 per cent., and is only applicable to Tender Instructions received that are equal to the Purchase Price.
The Purchase Price the Society will pay for those Notes accepted for purchase pursuant to the Offer is 99.00 per cent. of the principal amount of Notes. The Offeror will also pay Accrued Interest in respect of such Notes.
Description of the Notes | ISIN / Common Code | Outstanding Principal Amount | Minimum Purchase Price | Maximum Purchase Price | Purchase Price | Maximum Acceptance Amount | Pro-ration Factor |
£300,000,0005.125 per cent. Notes due 2024 | XS1910137949/191013794 | £300,000,000 | 98.00 per cent. of the principal amount of the Notes | 99.50 per cent. of the principal amount of the Notes | 99.00 per cent. of the principal amount of Notes | £100,000,000 | 87.385 per cent.* |
* The pro-ration factor is only applicable to Tender Instructions received that are equal to the Purchase Price.
The Purchase Price, together with the Accrued Interest, will be paid to Holders whose Notes have been accepted for purchase by the Issuer. The Settlement Date of the Offer is expected to occur on Wednesday, 1 March 2023. Following completion on the Settlement Date, the Notes purchased by the Society pursuant to the Offer shall be cancelled and will not be re-issued or re-sold.
Consistent with the Society's strategy of proactive balance sheet and debt management, the Society is pleased to announce the successful completion of its previously announced tender.
DEALER MANAGERS
Barclays Bank PLC 1 Churchill PlaceLondon E14 5HPTelephone: +44 203 134 8515Attention: Liability Management GroupEmail: eu.lm@barclays.com | ING Bank N.V., London Branch 8-10 Moorgate London EC2R 6DA Telephone: +44 20 7767 6784 Attention: Liability Management Team Email: liability.management@ing.com | NatWest Markets Plc 250 BishopsgateLondon EC2M 4AATelephone: +44 207 678 5222Attention: Liability ManagementEmail: liabilitymanagement@natwestmarkets.com |
TENDER AGENT
Kroll Issuer Services LimitedThe Shard32 London Bridge StreetLondon SE1 9SGTelephone: +44 20 7704 0880Attention: Harry RingroseEmail: co-op@is.kroll.com
Website: https://deals.is.kroll.com/co-op
This announcement is released by Co-operative Group Limited 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 as it forms part of domestic law by virtue of the European Union (Withdrawal) Act 2018 (the EUWA) (MAR), encompassing information relating to the Offer described above. For the purposes of MAR and Article 2 of Commission Implementing Regulation (EU) 2016/1055 as it forms part of domestic law by virtue of the EUWA, this announcement is made by Simon Nuttall, Head of Tax, Treasury & Insurance at Co-operative Group Limited.
DISCLAIMER
The offer period for the Offer has now expired. No further tenders of any Notes may be made pursuant to the Offer. This announcement must be read in conjunction with the Tender Offer Memorandum. This announcement and the Tender Offer Memorandum contain important information which should be read carefully. If any Holder is in any doubt as to the contents of this announcement and/or the Tender Offer Memorandum or the action it should take, it is recommended to seek its own financial and legal advice, including in respect of any tax consequences, immediately from its broker, bank manager, solicitor, accountant or other independent financial, tax or legal adviser. The Dealer Managers and the Tender Agent do not accept any responsibility for the accuracy or completeness of the information contained in this announcement or the Tender Offer Memorandum including (without limitation) information concerning the Society or its subsidiaries and affiliates or for any failure by the Society to disclose events that may have occurred and may affect the significance or accuracy of such information.