Last checked at 30 Apr 2018 09:00
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 IN OR INTO ANY OTHER JURISDICTION WHERE IT IS UNLAWFUL TO RELEASE, PUBLISH OR DISTRIBUTE THIS ANNOUNCEMENT.
Tesco PLC announces indicative results of its Tender Offers for its £350,000,000 5.50 per cent. Notes due 2019, £900,000,000 6.125 per cent. Notes due 2022, £515,000,000 5 per cent. Notes due 2023, £200,000,000 6 per cent. Notes due 2029, £200,000,000 5.50 per cent. Notes due 2033, £300,000,000 4.875 per cent. Notes due 2042 and £500,000,000 5.20 per cent. Notes due 2057
30 April 2018.
On 19 April 2018, Tesco PLC (the Company) announced separate invitations to holders of its outstanding (a) £350,000,000 5.50 per cent. Notes due 2019 (ISIN: XS0159013068) (the 2019 Notes), (b) £900,000,000 6.125 per cent. Notes due 2022 (ISIN: XS0414345974) (the 2022 Notes), (c) £515,000,000 5 per cent. Notes due 2023 (ISIN: XS0248392812) (the 2023 Notes), (d) £200,000,000 6 per cent. Notes due 2029 (ISIN: XS0105244585) (the 2029 Notes), (e) £200,000,000 5.50 per cent. Notes due 2033 (ISIN: XS0159013142) (the 2033 Notes), (f) £300,000,000 4.875 per cent. Notes due 2042 (ISIN: XS0248395245) (the 2042 Notes) and (g) £500,000,000 5.20 per cent. Notes due 2057 (ISIN: XS0289810318) (the 2057 Notes and, together with the 2019 Notes, the 2022 Notes, the 2023 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 expired at 5.00 p.m. (London time) on 27 April 2018 (the Expiration Deadline) and the Company now announces the indicative results of the Offers.
The Offers were made on the terms and subject to the conditions contained in the tender offer memorandum dated 19 April 2018 (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 Maximum Acceptance Amount and Series Acceptance Amounts
The Company announces that, in the event that it decides to accept valid tenders of Notes of any Series pursuant to the relevant Offer(s):
(a) it expects to set the Maximum Acceptance Amount at approximately £600,007,000; and
(b) it expects that each Series Acceptance Amount, and any Scaling Factor that will apply as a consequence, will be set as follows:
Series | Indicative Series Acceptance Amount | Indicative Scaling Factor |
2019 Notes | £0 | 0.00% |
2022 Notes | £369,446,000 | 83.40% |
2023 Notes | £67,012,000 | Not Applicable |
2029 Notes | £60,975,000 | Not Applicable |
2033 Notes | £25,673,000 | Not Applicable |
2042 Notes | £38,451,000 | Not Applicable |
2057 Notes | £38,450,000 | Not Applicable |
Noteholders should note that this is a non-binding indication of the levels at which the Company expects to set the Maximum Acceptance Amount, each Series Acceptance Amount and any Scaling Factor that would be applied as a consequence.
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 Maximum Acceptance Amount, each Series Acceptance Amount, each Purchase Yield, each Benchmark Security Rate, each Purchase Price 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 2 May 2018.
Barclays Bank PLC (Telephone: +44 20 3134 8515; Attention: Liability Management Group; Email: eu.lm@barclays.com); Lloyds Bank plc (Telephone: +44 20 7158 1721; Attention: Liability Management Team, Commercial Banking; Email: liability.management@lloydsbanking.com); and SMBC Nikko Capital Markets Limited (Telephone: +44 20 3527 7545; Attention: Liability Management; Email: chatterjee@smbcnikko-cm.com) are acting as Dealer Managers for the Offers.
Lucid Issuer Services Limited (Telephone: +44 20 7704 0880; Attention: David Shilson; Email: tesco@lucid-is.com) is acting as 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 (MAR), 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.
LEI Number: 2138002P5RNKC5W2JZ46
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/or 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.