Last checked at 9 May 2019 07:00
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 (the United States) OR TO ANY U.S. PERSON (AS DEFINED BELOW) OR INTO ANY OTHER JURISDICTION WHERE IT IS UNLAWFUL TO DISTRIBUTE THIS ANNOUNCEMENT.
9 May 2019
CO-OPERATIVE GROUP LIMITED ANNOUNCES MAXIMUM CONSIDERATION AMOUNT IN RESPECT OF TENDER OFFER
On 7 May 2019, Co-operative Group Limited (the Offeror) launched an invitation to holders of its outstanding £450,000,000 5.625 per cent. Notes (currently paying interest at the step-up amount of 6.875 per cent.) due 2020 (ISIN: XS0629969352) (the Notes), which are guaranteed by Funeral Services Limited, Co-operative Group Holdings (2011) Limited, Co-operative Group Food Limited, Co-operative Foodstores Limited and Rochpion Properties (4) LLP (each a Guarantor and together, the Guarantors) to tender their Notes for purchase by the Offeror for cash (the Offer) in an aggregate principal amount (the Maximum Acceptance Amount), such that the total amount payable by the Offeror (excluding Accrued Interest) is no greater than the Maximum Consideration Amount, subject to the conditions and offer restrictions contained in the Tender Offer Memorandum (as defined below). Capitalised terms used and not otherwise defined in this announcement have the meanings given in the tender offer memorandum dated 7 May 2019 (the Tender Offer Memorandum).
On 8 May 2019, pricing of the New Notes took place.
The Offeror today announces that the Maximum Consideration Amount is £300,000,000 (excluding Accrued Interest).
The Offer will end at 5:00 p.m. (London time) on 14 May 2019 unless extended, amended or terminated early by the Offeror.
The Offeror will announce (i) whether (subject to satisfaction (or waiver) of the New Issue Condition on or prior to the Tender Offer Settlement Date) it will accept valid tenders of Notes pursuant to the Offer and, if so the aggregate principal amount of Notes accepted for purchase, (ii) Accrued Interest, (iii) any applicable scaling factor, and (iv) the Tender Offer Settlement Date at or around 9:00 a.m. on 15 May 2019.
Subject to satisfaction or waiver of the New Issue Condition, the expected Tender Offer Settlement Date is 17 May 2019.
The Offer remains subject to the conditions and restrictions set out in the Tender Offer Memorandum. The Offeror is not under any obligation to accept for purchase any Notes tendered pursuant to the Offer. The acceptance for purchase by the Offeror of Notes tendered pursuant to the Offer is at the sole discretion of the Offeror and tenders may be rejected by the Offeror for any reason. In addition, the Offeror may, in its sole and absolute discretion, extend, re‑open, amend and/or terminate the Offer at any time (subject to applicable law and as provided in the Tender Offer Memorandum).
Full details concerning the Offer are set out in the Tender Offer Memorandum
Questions and requests for assistance in connection with the Offer may be directed to the Dealer Managers:
Barclays Bank PLC (Telephone: +44 (0) 20 3134 8515; Attention: Liability Management Group; Email: eu.lm@barclays.com)
ING Bank N.V., London Branch (Telephone: + 44 (0) 20 7767 6784; Attention: Liability Management Group; Email: liability.management@ing.com)
Lloyds Bank Corporate Markets plc (Telephone: +44 (0) 20 7158 1719 / 1726; Attention: Liability Management Group; liability.management@lloydsbanking.com)
Questions and requests for assistance in connection with the delivery of Tender Instructions may be directed to the Tender Agent:
Lucid Issuer Services Limited (Telephone: +44 (0) 20 7704 0880; Attention: Thomas Choquet; Email: co-op@lucid-is.com)
This announcement is released by Co-operative Group Limited and contains information that qualified or may have qualified as insider information for the purposes of Article 7 of Market Abuse Regulation (EU) 596/2014 (MAR), encompassing information relating to the Offer described above. For the purpose of MAR and Article 2 of Commission Implementing Regulation (EU) 2016/1055, this announcement is made by Ian Ellis, Chief Financial Officer of Co-operative Group Limited.
DISCLAIMER 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 before any decision is made with respect to the Offer. If any Noteholder is in any doubt as to the contents of 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, from its broker, bank manager, solicitor, accountant or other independent financial, tax or legal adviser. Noteholders should consult with their own advisers as needed to assist them in making an investment decision and to advise them whether they are legally permitted to tender Notes pursuant to the Offer. Any individual or company whose Notes are held on its behalf by a broker, dealer, bank, custodian, trust company or other nominee must contact such entity if it wishes to tender such Notes pursuant to the Offer. Each Noteholder is solely responsible for making its own independent appraisal of all matters as such Noteholder deems appropriate and each Noteholder must make its own decision as to whether to tender any of its Notes for purchase pursuant to the Offer. The Dealer Managers will not be responsible to any Noteholders for providing the protections afforded to customers of the Dealer Manager or for advising any other person in connection with the Offer. None of the Offeror, the Guarantors, the Dealer Managers or the Tender Agent makes any recommendation whether Noteholders should tender Notes pursuant to the Offer. None of the Dealer Managers, the Tender Agent or any of their respective directors, employees or affiliates takes any responsibility for the contents of this announcement or the Tender Offer Memorandum, or for any failure by the Offeror to disclose events that may have occurred which may affect the significance or accuracy of the information set out in it since the date of this announcement or the Tender Offer Memorandum.
Offer and Distribution Restrictions
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 comes are required by the Offeror and the Dealer Managers to inform themselves about, and to observe, any such restrictions. Nothing in this announcement or the Tender Offer Memorandum or the electronic transmission thereof constitutes an offer to buy or the solicitation of an offer to sell Notes (and tenders of Notes in the Offer will not be accepted from Noteholders) in any circumstances in which such offer or solicitation is unlawful. In those jurisdictions where the securities, blue sky or other laws require the Offer to be made by a licensed broker or dealer and any of the Dealer Managers or any of their respective affiliates is such a licensed broker or dealer in any such jurisdiction, the Offer shall be deemed to be made by such Dealer Manager or such affiliate, as the case may be, on behalf of the Offeror in such jurisdiction.
United States
The Offer is not being made, and will not be made, directly or indirectly in or into, or by use of the mail of, or by any means or instrumentality of interstate or foreign commerce of or of any facilities of a national securities exchange of, the United States or to any U.S. Person (as defined in Regulation S of the United States Securities Act of 1933, as amended (each a U.S. Person)). This includes, but is not limited to, facsimile transmission, electronic mail, telex, telephone, the internet and other forms of electronic communication. The Notes may not be tendered in the Offer by any such use, means, instrumentality or facility from or within the United States or by persons located or resident in the United States. Accordingly, copies of this announcement and the Tender Offer Memorandum and any other documents or materials relating to the Offer are not being, and must not be, directly or indirectly mailed or otherwise transmitted, distributed or forwarded (including, without limitation, by custodians, nominees or trustees) in or into the United States or to any U.S. Person. Any purported tender of Notes in the Offer resulting directly or indirectly from a violation of these restrictions will be invalid and any purported tender of Notes made by a person located in the United States, a U.S. Person, or any person acting for or on the account or benefit of any U.S. Person, or any agent, fiduciary or other intermediary acting on a non-discretionary basis for a principal giving instructions from within the United States will be invalid and will not be accepted.
Neither this announcement nor the Tender Offer Memorandum is an offer of securities for sale in the United States or to U.S. persons. Securities may not be offered or sold in the United States absent registration under, or an exemption from the registration requirements of, the Securities Act. The New Notes have not been, and will not be, registered under the Securities Act or the securities laws of any state or other jurisdiction of the United States, and may not be offered, sold or delivered, directly or indirectly, in the United States or to, or for the account or benefit of, U.S. persons.
Each holder of Notes participating in the Offer will represent that it is not a U.S. Person located in the United States and is not participating in the Offer from the United States, or it is acting on a non-discretionary basis for a principal located outside the United States that is not giving an order to participate in the Offer from the United States and who is not a U.S. Person. For the purposes of this and the above two paragraphs, United States means 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 Kingdom
The communication of this announcement, the Tender Offer Memorandum and any other documents or materials relating to the Offer is not being made and such documents and/or materials have not been approved by an authorised person for the purposes of section 21 of the Financial Services and Markets Act 2000, as amended. Accordingly, such documents and/or materials are not being distributed to, and must not be passed on to, the general public in the United Kingdom. The communication of such documents and/or materials as a financial promotion is only being made to those persons in the United Kingdom falling within the definition of investment professionals (as defined in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the Financial Promotion Order)) or persons who are within Article 43(2) of the Financial Promotion Order or any other persons to whom it may otherwise lawfully be made under the Financial Promotion Order.
France
The Offer is not being made, directly or indirectly, to the public in the Republic of France (France). Neither this announcement, the Tender Offer Memorandum nor any other documents or materials relating to the Offer have been or shall be distributed to the public in France and only (i) providers of investment services relating to portfolio management for the account of third parties (personnes fournissant le service d'investissement de gestion de portefeuille pour compte de tiers) and/or (ii) qualified investors (investisseurs qualifiés) other than individuals, in each case acting on their own account and all as defined in, and in accordance with, Articles L.411-1, L.411-2 and D.411-1 of the French Code Monétaire et Financier, are eligible to participate in the Offer. Neither this announcement, the Tender Offer Memorandum nor any other document or material relating to the Offer has been or will be submitted for clearance to or approved by the Autorité des marchés financiers.
Italy
None of the Offer, this announcement, the Tender Offer Memorandum or any other document or materials relating to the Offer have been or will be submitted to the clearance procedures of the Commissione Nazionale per le Società e la Borsa (CONSOB) pursuant to Italian laws and regulations. The Offer is being carried out in Italy as an exempted offer pursuant to article 101-bis, paragraph 3-bis of the Legislative Decree No. 58 of 24 February 1998, as amended (the Financial Services Act) and article 35-bis, paragraph 4 of CONSOB Regulation No. 11971 of 14 May 1999, as amended. Accordingly, Noteholders or beneficial owners of the Notes that are located in Italy can tender Notes for purchase pursuant to the Offer through authorised persons (such as investment firms, banks or financial intermediaries permitted to conduct such activities in the Republic of Italy in accordance with the Financial Services Act, CONSOB Regulation No. 16190 of 29 October 2007, as amended from time to time, and Legislative Decree No. 385 of 1 September 1993, as amended) and in compliance with applicable laws and regulations or with requirements imposed by CONSOB or any other Italian authority.
Each intermediary must comply with the applicable laws and regulations concerning information duties vis-à-vis its clients in connection with the Notes or the Offer.