TIDM17EW TIDMTSCO
RNS Number : 6763T
Tesco Corporate Treasury Services
16 October 2017
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 (SEE "OFFER AND
DISTRIBUTION RESTRICTIONS" BELOW).
Tesco Corporate Treasury Services PLC announces Tender Offer for
its EUR1,250,000,000 1.375 per cent. Notes due 2019 and guaranteed
by Tesco PLC
and
Tesco PLC announces Tender Offers for its GBP350,000,000 5.50
per cent. Notes due 2019, GBP515,000,000 5 per cent. Notes due
2023, GBP200,000,000 6 per cent. Notes due 2029, GBP200,000,000
5.50 per cent. Notes due 2033, GBP300,000,000 4.875 per cent. Notes
due 2042 and GBP500,000,000 5.20 per cent. Notes due 2057
16 October 2017.
Tesco Corporate Treasury Services PLC (TCTS) announces today an
invitation to holders of its outstanding EUR1,250,000,000 1.375 per
cent. Notes due 2019 and guaranteed by Tesco (as defined below)
(ISIN: XS1082970853) (the July 2019 Notes) and Tesco PLC (Tesco
and, together with TCTS, the Offerors) announces today separate
invitations to holders of its outstanding (a) GBP350,000,000 5.50
per cent. Notes due 2019 (ISIN: XS0159013068) (the December 2019
Notes), (b) GBP515,000,000 5 per cent. Notes due 2023 (ISIN:
XS0248392812) (the 2023 Notes), (c) GBP200,000,000 6 per cent.
Notes due 2029 (ISIN: XS0105244585) (the 2029 Notes), (d)
GBP200,000,000 5.50 per cent. Notes due 2033 (ISIN: XS0159013142)
(the 2033 Notes), (e) GBP300,000,000 4.875 per cent. Notes due 2042
(ISIN: XS0248395245) (the 2042 Notes) and (f) GBP500,000,000 5.20
per cent. Notes due 2057 (ISIN: XS0289810318) (the 2057 Notes and,
together with the July 2019 Notes, the December 2019 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 TCTS
or Tesco, as applicable, for cash (each such invitation an Offer
and, together, the Offers).
The Offers are being made on the terms and subject to the
conditions contained in the tender offer memorandum dated 16
October 2017 (the Tender Offer Memorandum) prepared by the
Offerors, and are subject to the offer restrictions set out below
and as more fully described in the Tender Offer Memorandum.
Copies of the Tender Offer Memorandum are (subject to
distribution restrictions) available from the Information and
Tender Agent as set out below. Capitalised terms used in this
announcement but not defined have the meanings given to them in the
Tender Offer Memorandum.
Summary of the Offers
Amount
July 2019 subject
Notes to
Issuer and ISIN / Outstanding Relevant Benchmark Purchase Purchase relevant
Notes Offeror Common Code Nominal Amount Security Spread Yield* Offer(s)
----------- ----------- ------------- --------------- --------------------- ----------- ----------- -----------
2042 Notes Tesco PLC XS0248395245 GBP173,221,000 4 1/2 per cent. UK 245 bps N/A Any and
/ 024839524 Treasury Gilt due 07 all
December 2042
(ISIN: GB00B1VWPJ53)
------------- --------------- --------------------- -----------
2057 Notes Tesco PLC XS0289810318 GBP224,550,000 4 1/4 per cent. UK 285 bps N/A Any and
/ 028981031 Treasury Gilt due 07 all
December 2055
(ISIN: GB00B06YGN05)
July
2019
Issuer Notes Amount subject
and ISIN / Outstanding Relevant Benchmark Purchase Purchase to relevant
Notes Offeror Common Code Nominal Amount Security Spread Yield* Offer(s)
--------- ---------- ------------- ----------------- --------------------- --------- --------- ----------------
July Tesco XS1082970853 EUR1,250,000,000 Not Applicable N/A -0.10 Subject as set
2019 Corporate / 108297085 per out in the
Notes Treasury cent. Tender Offer
Services Memorandum, an
PLC aggregate
nominal amount
of July 2019
Notes, December
2019 Notes,
2023 Notes,
2029 Notes
and/or 2033
Notes
(converted into
Sterling,
where
applicable, at
the Applicable
Exchange Rate)
of up to (a)
GBP700,000,000
less (b) the
aggregate
nominal amount
of 2042 Notes
and 2057 Notes
accepted for
purchase
pursuant to the
relevant Offers
------------- ----------------- --------------------- ---------
December Tesco PLC XS0159013068 GBP350,000,000 3 3/4 per cent. UK 65 bps N/A
2019 / 015901306 Treasury Gilt due 07
Notes September 2019
(ISIN: GB00B4YRFP41)
------------- ----------------- --------------------- ---------
2023 Tesco PLC XS0248392812 GBP389,001,000 2 1/4 per cent. UK 140 bps N/A
Notes / 024839281 Treasury Gilt due 07
September 2023
(ISIN: GB00B7Z53659)
------------- ----------------- --------------------- ---------
2029 Tesco PLC XS0105244585 GBP200,000,000 6 per cent. UK 235 bps N/A
Notes / 010524458 Treasury Gilt due 07
December 2028
(ISIN: GB0002404191)
--------- ---------- ------------- ----------------- --------------------- --------- ---------
2033 Tesco PLC XS0159013142 GBP200,000,000 4 1/4 per cent. UK 235 bps N/A
Notes / 015901314 Treasury Gilt due 07
June 2032
(ISIN: GB0004893086)
* For information purposes only, the Purchase Price in respect
of the July 2019 Notes will, when determined in the manner
described in the Tender Offer Memorandum on the basis of a
Settlement Date of 30 October 2017, be 102.464 per cent. Should the
Settlement Date in respect of any July 2019 Notes accepted for
purchase pursuant to the relevant Offer differ from 30 October
2017, the Purchase Price in respect of the July 2019 Notes will be
recalculated, all as further described in the Tender Offer
Memorandum.
Rationale for the Offers
The Offers are being made in the context of Tesco's continuing
efforts to strengthen the balance sheet and are aimed at
efficiently using surplus liquidity to reduce gross debt.
Each Offeror intends to cancel any Notes purchased by it
pursuant to the relevant Offer(s).
Purchase Prices and Accrued Interest
In respect of each Series, TCTS (in the case of the July 2019
Notes) or Tesco (in the case of each Series other than the July
2019 Notes) will pay for any Notes of the relevant Series validly
tendered and accepted for purchase by such Offeror pursuant to the
relevant Offer a purchase price for such Notes (each a Purchase
Price) to be determined:
(i) in the case of the July 2019 Notes, in the manner described
in the Tender Offer Memorandum by reference to a fixed purchase
yield of -0.10 per cent. (the July 2019 Notes Purchase Yield);
or
(ii) in the case of each Series other than the July 2019 Notes,
at or around 1.00 p.m. (London time) on 25 October 2017 (the
Pricing Time) in the manner described in the Tender Offer
Memorandum by reference to the sum (annualised in the case of each
such Series except the 2057 Notes) (each such sum, together with
the July 2019 Notes Purchase Yield, a Purchase Yield) of:
(a) the relevant Purchase Spread specified in the table above; and
(b) the relevant Benchmark Security 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 relevant Offeror will also pay an Accrued Interest Payment
in respect of any Notes accepted for purchase pursuant to the
relevant Offer(s).
2042 Notes and 2057 Notes Acceptance Amount
If Tesco decides to accept valid tenders of any 2042 Notes or
2057 Notes for purchase pursuant to the relevant Offer, it will
accept for purchase all of the 2042 Notes or 2057 Notes, as
applicable, that are validly tendered, with no pro rata scaling
(the aggregate nominal amount of such validly tendered and accepted
2042 Notes and 2057 Notes being the 2042 Notes and 2057 Notes
Acceptance Amount).
July 2019 Notes, December 2019 Notes, 2023 Notes, 2029 Notes and
2033 Notes Acceptance Amounts and Scaling
In respect of each of the July 2019 Notes, the December 2019
Notes, the 2023 Notes, the 2029 Notes and the 2033 Notes, if the
Offerors decide to accept any valid tenders of Notes of any such
Series for purchase pursuant to the relevant Offer(s), the Offerors
propose that the aggregate nominal amount of such Notes (if any)
which they will accept for purchase pursuant to the relevant
Offer(s), converted (where applicable) into Sterling at the
Applicable Exchange Rate, will be up to an amount of up to (a)
GBP700,000,000 less (b) the 2042 Notes and 2057 Notes Acceptance
Amount, although the Offerors reserve the right, in their sole
discretion, to accept significantly more or significantly less than
(or none of) such amount of Notes of such Series, or to accept none
of such Notes, for purchase pursuant to the relevant Offer(s) (the
final aggregate nominal amount of such Notes accepted for purchase
pursuant to such Offers, converted (where applicable) into Sterling
at the Applicable Exchange Rate, being the Capped Offers Aggregate
Acceptance Amount).
The Offerors will determine the allocation of the Capped Offers
Aggregate Acceptance Amount between each Series of the July 2019
Notes, the December 2019 Notes, the 2023 Notes, the 2029 Notes and
the 2033 Notes in their absolute discretion, and reserve the right
to accept significantly more or significantly less (or none) of any
such Series as compared to the other such Series (the final
aggregate nominal amount of any such Series accepted for purchase
pursuant to the relevant Offer being a Capped Offer Series
Acceptance Amount).
In respect of each of the July 2019 Notes, the December 2019
Notes, the 2023 Notes, the 2029 Notes and the 2033 Notes, if the
relevant Offeror 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 Capped Offer Series Acceptance Amount,
the relevant Offeror 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 Capped Offer 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 5.00 p.m. (London time) on 24 October 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 December 2019 Notes, the 2029 Notes and the 2033 Notes,
GBP50,000 in respect of the 2023 Notes, the 2042 Notes and the 2057
Notes, and EUR100,000 in respect of the July 2019 Notes, and may
thereafter be submitted in integral multiples of GBP1,000 in
respect of the December 2019 Notes, the 2023 Notes, the 2029 Notes,
the 2033 Notes and the 2042 Notes, EUR1,000 in respect of the July
2019 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, 16 October 2017
the Information and Tender Agent.
Expiration Deadline
Final deadline for receipt of valid Tender Instructions 5.00 p.m. on Tuesday, 24 October 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 each of the Offerors of a non-binding Prior to the Pricing Time on Wednesday, 25 October 2017
indication of the levels at which they
expect to set the 2042 Notes and 2057 Notes Acceptance
Amount, the Capped Offers Aggregate
Acceptance Amount and each Capped Offer Series Acceptance
Amount, and indicative details of
any Scaling Factor applicable to valid tenders of Notes
of each relevant Series that will
be applied in the event that each of the Offerors or one
of the Offerors, as the case may
be, decides to accept valid tenders of Notes of such
Series pursuant to the relevant Offers.
Pricing Time
Determination of each Benchmark Security Rate, each At or around 1.00 p.m. on Wednesday, 25 October 2017
Purchase Yield (other than the July 2019
Notes Purchase Yield) and each Purchase Price.
Announcement of Results and Pricing
Announcement of whether either or both of the Offerors As soon as reasonably practicable after the Pricing Time
will accept valid tenders of Notes on Wednesday, 25 October 2017
pursuant to all or any of the applicable Offers and, if
so accepted, the aggregate nominal
amount of Notes of each Series so accepted for purchase,
each Purchase Yield, each Benchmark
Security Rate, the Applicable Exchange Rate and any
Scaling Factors that will be applied to
Notes of any Series.
Settlement Date
Expected Settlement Date for the Offers. Monday, 30 October 2017
Each Offeror may, in its sole discretion, extend, re-open,
amend, waive any condition of or terminate any Offer made by it 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 each Offeror to so extend, re-open, amend and/or terminate
any 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.
Noteholders are advised to read carefully the Tender Offer
Memorandum for full details of, and information on the procedures
for, participating in the Offers.
Questions and requests for assistance in connection with (i) the
Offers may be directed to the Dealer Managers, and (ii) the
delivery of Tender Instructions may be directed to the Information
and Tender Agent, the contact details for each of which are set out
below.
BNP Paribas (Telephone: +44 20 7595 8668; Attention: Liability
Management Group; Email: liability.management@bnpparibas.com),
Commerzbank Aktiengesellschaft (Telephone: +49 69 136 59920;
Attention: Liability Management; Email:
liability.management@commerzbank.com) and Lloyds Bank plc
(Telephone: +44 20 7158 1721; Attention: Liability Management;
Email: liability.management@lloydsbanking.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 Information and Tender Agent for the Offers.
This announcement is released by Tesco PLC and Tesco Corporate
Treasury Services 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: 21380018AJDKNF3A6712
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 Offers.
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 advice, including in respect of any tax
consequences, from its broker, bank manager, solicitor, accountant
or other independent financial, tax or legal adviser. 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 Offers. None of TCTS, Tesco, the Dealer Managers or the
Information and Tender Agent or any of their respective directors,
employees or affiliates makes any recommendation whether
Noteholders should tender Notes pursuant to the Offers.
OFFER AND DISTRIBUTION RESTRICTIONS
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 Offerors, the
Dealer Managers and the Information and Tender Agent to inform
themselves about, and to observe, any such restrictions. Nothing in
this announcement nor the Tender Offer Memorandum constitutes an
offer to buy or a solicitation of an offer to sell the Notes (and
tenders of Notes in the Offers will not be accepted from any
Noteholders) in any circumstances in which such offer or
solicitation is unlawful. In those jurisdictions where the
securities, blue sky or other laws require an Offer to be made by a
licensed broker or dealer and any Dealer Manager or any of the
Dealer Managers' respective affiliates is such a licensed broker or
dealer in any such jurisdiction, such Offer shall be deemed to be
made by such Dealer Manager or such affiliate, as the case may be,
on behalf of the relevant Offeror in such jurisdiction.
United States. The Offers are not being made, and will not be
made, directly or indirectly, in or into, or by use of the mails
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. 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 Offers 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, the Tender Offer Memorandum and any
other documents or materials relating to the Offers 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 persons located or resident in the United
States. Any purported tender of Notes in the Offers 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 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.
Each Noteholder participating in an Offer will represent that it
is not located in the United States and is not participating in
such 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 such Offer
from the United States. For the purposes of this and the above
paragraph, 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.
Italy. None of the Offers, this announcement, the Tender Offer
Memorandum or any other document or materials relating to the
Offers 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. Each 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. Noteholders or beneficial owners of the Notes that are
located in Italy can tender Notes for purchase in the Offers
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.
United Kingdom. The communication of this announcement, the
Tender Offer Memorandum and any other documents or materials
relating to the Offers 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. 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 (the Financial Promotion Order)) or persons who are within
Article 43 of the Financial Promotion Order, or any other persons
to whom it may otherwise lawfully be made under the Financial
Promotion Order.
France. The Offers are 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 document or
material relating to the Offers 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, acting for their
own account, 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 Offers. Neither this
announcement nor the Tender Offer Memorandum have been or will be
submitted for clearance to or approved by the Autorité des Marchés
Financiers.
Belgium. None of this announcement, the Tender Offer Memorandum
and any other documents or materials relating to the Offers have
been submitted to or will be submitted for approval or recognition
to the Belgian Financial Services and Markets Authority (Autoriteit
voor financiële diensten en markten / Autorité des services marchés
financiers) and, accordingly, the Offers may not be made in Belgium
by way of a public offering, as defined in Articles 3 and 6 of the
Belgian Law of 1 April 2007 on public takeover bids as amended or
replaced from time to time. Accordingly, the Offers may not be
advertised and the Offers will not be extended, and none of this
announcement, the Tender Offer Memorandum nor any other documents
or materials relating to the Offers (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 16 June 2006 on the
public offer of placement instruments and the admission to trading
of placement instruments on regulated markets, acting on their own
account. Insofar as Belgium is concerned, this announcement and the
Tender Offer Memorandum have been issued only for the personal use
of the above qualified investors and exclusively for the purpose of
the Offers. Accordingly, the information contained in this
announcement and the Tender Offer Memorandum may not be used for
any other purpose or disclosed to any other person in Belgium.
This information is provided by RNS
The company news service from the London Stock Exchange
END
TENUNOWRBOARARA
(END) Dow Jones Newswires
October 16, 2017 04:51 ET (08:51 GMT)
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