TIDMTSCO
RNS Number : 2496K
Tesco PLC
05 July 2017
July 5, 2017
TESCO PLC ANNOUNCES PRICING OF CASH TER OFFER FOR UP TO $300
MILLION OF SENIOR NOTES DUE 2037
Tesco PLC (the "Offeror") announces today the Total Purchase
Price to be paid in connection with the previously announced cash
tender offer commenced on June 19, 2017 for up to $300 million of
its 6.150% Senior Securities due 2037 (the "Securities") for
purchase by the Offeror for cash (the "Offer"). The terms and
conditions of the tender offer are described in a tender offer
memorandum dated June 19, 2017 (the "Tender Offer Memorandum").
Capitalized terms not otherwise defined in this announcement have
the same meaning as assigned to them in the Tender Offer
Memorandum.
As at 5:00 p.m., New York City time, on June 30, 2017 (the
"Early Tender Time"), the aggregate principal amount of Securities
validly tendered and not withdrawn was $637,113,000. Therefore, the
Maximum Tender Amount of $300 million aggregate principal amount of
Securities was accepted. The applicable yield to maturity of the
Reference Treasury Security as measured at the Price Determination
Time, the Total Purchase Price and the Purchase Price are detailed
in the table below.
Initial U.S.
Principal Treasury Principal Early Total
Title of Amount Reference Reference Fixed Spread Amount Tender Purchase Purchase
Security Outstanding Security Yield (basis points) Accepted Payment Price Price
------------- --------------- ---------- ---------- -------------- ------------ ---------- --------- ---------
6.150% Senior U.S.$ 3.000% due 2.858% 275 bps U.S.$300,000 U.S.$50 U.S.$1,06 U.S.$1,01
Notes due 1,150,000,000 February ,000 per 5.22 per 5.22 per
2037 15, 2047 U.S.$1,000 U.S.$1,00 U.S.$1,00
principal 0 0
amount principal principal
amount amount
The Securities have the following ISIN/CUSIP numbers:
US881575AC87 / 881575AC8 (Rule 144A); USG87621AL52 / G87621AL5
(Regulation S).
In accordance with the terms of the Offer, the withdrawal
deadline was 5:00 p.m., New York City time, on June 30, 2017. As a
result, tendered Securities may no longer be withdrawn. The Offer
is scheduled to expire at 11:59 p.m., New York City time, on July
17, 2017. Because the Maximum Tender Amount has been reached, the
Offeror does not expect to accept for purchase any Securities
tendered after the Early Tender Time.
The Early Settlement Date for Securities validly tendered at or
prior to the Early Tender Time and accepted for purchase is
expected to occur on July 6, 2017. Payments for Securities that are
validly tendered and accepted for purchase will include accrued and
unpaid interest from the last interest payment date for the
Securities up to, but not including, the Early Settlement Date.
FURTHER INFORMATION
Questions and requests for assistance in connection with the
Offer may be directed to the Dealer Managers:
BNP Paribas Goldman Sachs & Co. LLC RBC Capital Markets, LLC
10 Harewood Avenue 200 West Street Brookfield Place
London NW1 6AA New York, NY 10282 200 Vesey Street, 8th Floor
Attention: Liability Management Group United States New York, NY 10281
In the United States: Attention: Liability Management Group United States
Toll Free: + 1 888 210 4358 In the United States: Attention: Liability Management Group
Collect: + 1 212 841 3059 Toll Free: +1 800 828 3182 In the United States:
In Europe: Collect: +1 212 902 6595 Toll Free: + 1 877 381 2099
Telephone: +44 20 7595 8668 In Europe: Collect: +1 212 618 7822
E-mail: Telephone: +44 20 7774 9862 In Europe:
liability.management@bnpparibas.com E-mail: liabilitymanagement.eu@gs.com Telephone: +44 20 7029 7063
E-mail:
liability.management@rbccm.com
Questions and requests for assistance in connection with the
tender of Securities including requests for a copy of the Tender
Offer Memorandum may be directed to:
INFORMATION & TER AGENT
D.F. King & Co., Inc.
Email: TescoPLC@dfkingltd.com
Website: https://sites.dfkingltd.com/tescousoffer
In New York:
48 Wall Street 22nd Floor
New York, New York 10005
United States of America
Telephone: +1 (212) 269-5550
Toll Free: (800) 848-3416
Attention: Andrew Beck
By Facsimile Transmissions (for eligible institutions only): +1 (212) 709-3328
Confirmation by Telephone: +1 (212) 269-5552
-----------------------------------------------------------------------------------
In London: In Hong Kong:
125 Wood Street Suite 1601, 16/F, Central Tower
London EC2V 7AN 28 Queen's Road Central
United Kingdom Central Hong Kong
Telephone: +44 20 7920 9700 Telephone: +852 3953 7230
-------------------------------------- -------------------------------------------
Holders of Securities may access the Tender Offer Memorandum at
https://sites.dfkingltd.com/tescousoffer/
NOTICE AND DISCLAIMER
Subject to applicable law, the Offeror or any of its affiliates
may at any time and from time to time following completion of the
Offer purchase remaining outstanding Securities issued by it by
tender, in the open market, by private agreement or otherwise on
such terms and at such prices as the Offeror or, if applicable, its
affiliates may determine. Such terms, consideration and prices may
be more or less favorable than those offered 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 must be read carefully before
any decision is made with respect to the Offer. If any holder of
Securities is in any doubt as to the action it should take, it is
recommended to seek its own legal, accounting and financial advice,
including as to any tax consequences, immediately from its
stockbroker, bank manager, attorney, accountant or other
independent financial adviser. Any individual or company whose
Securities are held on its behalf by a broker, dealer, bank,
custodian, trust company or other nominee or intermediary must
contact such entity if it wishes to participate in the Offer. None
of the Offeror, the Dealer Managers, the Tender Agent and any
person who controls, or is a director, officer, employee or agent
of such persons, or any affiliate of such persons, makes any
recommendation as to whether holders of Securities should
participate in the Offer.
OFFER AND DISTRIBUTION RESTRICTIONS
This announcement and the Tender Offer Memorandum do not
constitute an offer or an invitation to participate in the Offer in
any jurisdiction in which, or to any person to or from whom, it is
unlawful to make such offer or invitation or for there to be such
participation under applicable laws. The distribution of this
announcement and the Tender Offer Memorandum in certain
jurisdictions may be restricted by law. Persons into whose
possession this announcement or the Tender Offer Memorandum comes
are required by the Offeror, the Dealer Managers and the Tender
Agent to inform themselves about and to observe any such
restrictions.
United Kingdom
This announcement, the Tender Offer Memorandum and any other
documents or materials relating to the Offer have not been approved
by an authorized person for the purposes of section 21 of the
Financial Services and Markets Act 2000 (the "FSMA"). 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 is exempt from
the restriction on financial promotions under section 21 of the
FSMA on the basis that it is only directed at and may only be
communicated to (1) those persons who are existing members or
creditors of either Offeror or other persons within Article 43 of
the Financial Services and Markets Act 2000 (Financial Promotion)
Order 2005, and (2) any other persons to whom these documents
and/or materials may lawfully be communicated.
Neither this announcement nor the Tender Offer Memorandum is
addressed to or directed at any other person, including any retail
clients within the meaning of the rules, regulations and guidance
issued by the Financial Conduct Authority and such other persons
should not act or rely upon it.
Belgium
None of this announcement, the Tender Offer Memorandum or any
other documents or materials relating to the Offer have been
submitted to or will be submitted for approval or recognition to
the Financial Services and Markets Authority (Autorité des services
et marchés financiers / Autoriteit financiële diensten en markten)
and, accordingly, the Offer may not be made in Belgium by way of a
public offering, as defined in Articles 3 and 6 of the Belgian Law
of April 1, 2007 on public takeover bids as amended or replaced
from time to time. Accordingly, the Offer may not be advertised and
the Offer will not be extended, and none of this announcement, the
Tender Offer Memorandum or any other documents or materials
relating to the Offer (including any memorandum, information
circular, brochure or any similar documents) has been or shall be
distributed or made available, directly or indirectly, to any
person in Belgium other than "qualified investors" in the sense of
Article 10 of the Belgian Law of June 16, 2006 on the public offer
of placement instruments and the admission to trading of placement
instruments on regulated markets, acting on their own account. This
announcement and/or the Tender Offer Memorandum have been issued
only for the personal use of the above qualified investors and
exclusively for the purpose of the Offer. Accordingly, the
information contained in this announcement and/or the Tender Offer
Memorandum may not be used for any other purpose or disclosed to
any other person in Belgium.
France
The Offer is not being made, directly or indirectly, to the
public in France. None of this announcement, the Tender Offer
Memorandum nor any other documents or offering materials relating
to the Offer, has 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, 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 nor the Tender
Offer Memorandum has been submitted to the clearance procedures
(visa) of 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
has 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 February 24, 1998, as amended (the "Financial
Services Act") and article 35-bis, paragraph 4 of CONSOB Regulation
No. 11971 of May 14, 1999, as amended. Holders or beneficial owners
of the Securities that are located in Italy can tender Securities
for purchase in the Offer through authorised persons (such as
investment firms, banks or financial intermediaries permitted to
conduct such activities in Italy in accordance with the Financial
Services Act, CONSOB Regulation No. 16190 of October 29, 2007, as
amended from time to time, and Legislative Decree No. 385 of
September 1, 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 Securities or the Offer.
Switzerland
None of this announcement, the Tender Offer Memorandum or any
other offering or marketing material relating to the Securities
constitutes a prospectus as such term is understood pursuant to
article 652a or article 1156 of the Swiss Federal Code of
Obligations or a listing prospectus within the meaning of the
listing rules of the SIX Swiss Exchange. Accordingly, the investor
protection rules otherwise applicable to investors in Switzerland
do not apply to the Offer. When in doubt, investors based in
Switzerland are recommended to contact their legal, financial or
tax adviser with respect to the Offer.
General
The Offer does not constitute an offer to buy or the
solicitation of an offer to sell Securities in any circumstances in
which such offer or solicitation is unlawful. In those
jurisdictions where the securities or other laws require the Offer
to be made by a licensed broker or dealer and any of the Dealer
Managers or, where the context so requires, any of their respective
affiliates is such a licensed broker or dealer in that
jurisdiction, the Offer shall be deemed to be made on behalf of the
Offeror by such Dealer Manager or affiliate (as the case may be) in
such jurisdiction.
Each Holder participating in the Offer will be deemed to give
certain representations in respect of the jurisdictions referred to
above and generally as set out in "Procedures for Participating in
the Offer" in the Tender Offer Memorandum. Any tender of Securities
for purchase pursuant to the Offer from a Holder that is unable to
make these representations may be rejected. Each of the Offeror,
the Dealer Managers and the Tender Agent reserves the right, in
their absolute discretion, to investigate, in relation to any
tender of Securities for purchase pursuant to the Offer, whether
any such representation given by a Holder is correct and, if such
investigation is undertaken and as a result the Offeror determines
(for any reason) that such representation is not correct, such
tender may be rejected.
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
RTEOKPDNABKDDOK
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July 05, 2017 12:50 ET (16:50 GMT)
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