TIDM17LI
RNS Number : 6872M
Marks & Spencer PLC
25 May 2022
THIS ANNOUNCEMENT RELATES TO THE DISCLOSURE OF INFORMATION THAT
QUALIFIED OR MAY HAVE QUALIFIED AS INSIDE INFORMATION WITHIN THE
MEANING OF ARTICLE 7 OF THE MARKET ABUSE REGULATION (EU) 596/2014
AS IT FORMS PART OF UK DOMESTIC LAW BY VIRTUE OF THE EUROPEAN UNION
(WITHDRAWAL) ACT 2018 (EUWA).
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 OR THE DISTRICT OF COLUMBIA
(THE UNITED STATES) OR TO ANY U.S. PERSON OR IN OR INTO ANY OTHER
JURISDICTION WHERE IT IS UNLAWFUL TO RELEASE, PUBLISH OR DISTRIBUTE
THIS ANNOUNCEMENT (SEE "OFFER AND DISTRIBUTION RESTRICTIONS"
BELOW).
Marks and Spencer plc announces Tender Offers for its
outstanding:
GBP300,000,000 3.000 per cent. Notes due 2023 (XS1531151253)
(the 2023 Notes)
and
GBP400,000,000 4.750 per cent. Notes due 2025 (XS0863523030)
(the 2025 Notes and, together with the 2023 Notes, the Notes and
each a Series)
25 May 2022.
Marks and Spencer plc (the Company) announces today invitations
to holders of its outstanding Notes to tender their Notes for
purchase by the Company for cash in an aggregate nominal amount of
up to the Maximum Acceptance Amount (as defined below) (each, 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 25 May
2022 (the Tender Offer Memorandum) prepared by the Company, and is
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 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
Description Outstanding Reference Purchase Maximum Acceptance
of the Notes ISIN Nominal Amount Benchmark Spread Amount
GBP300,000,000 XS1531151253 GBP300,000,000 270 bps GBP150,000,000
3.000 per cent.* in aggregate
Notes due 2023 UKT 2.25 nominal amount
per cent. of the Notes,
due September such amount
2023 (ISIN: being subject
GB00B7Z53659) to the right
of the Company
to increase
or decrease
it in its
sole discretion
GBP400,000,000 XS0863523030 GBP400,000,000 370 bps
4.750 per cent.**
Notes due 2025 UKT 0.625
per cent.
due June
2025 (ISIN:
GB00BK5CVX03)
* currently paying out a coupon of 4.250 per cent., including a
Step Up Margin of 1.25 per cent. per annum following the occurrence
of a Step Up Rating Change as that term is defined in the final
terms for the Notes.
** currently paying out a coupon of 6.000 per cent., including a
Step Up Margin of 1.25 per cent. per annum following the occurrence
of a Step Up Rating Change as that term is defined in the final
terms for the Notes.
Rationale for the Offers
The Offers are being made as part of the Company's liability
management relating to debt maturities and cost of debt.
Purchase Prices
In respect of each Series, the Company will pay for Notes of the
relevant Series accepted by it for purchase pursuant to the
relevant Offer, a price (in respect of each Series, the Purchase
Price) to be determined at or around 11:00 a.m. (London time) (the
Pricing Time) on or around 1 June 2022 (subject to the right of the
Company to amend such date in its sole discretion and without prior
notice to Noteholders) (the Pricing Date) in the manner described
in the Tender Offer Memorandum by reference to:
(a) in the case of the 2023 Notes, the annualised sum (such sum,
the 2023 Notes Purchase Yield) of a purchase spread of 270 basis
points (the 2023 Notes Purchase Spread) and the Relevant Benchmark
Security Rate; and
(b) in the case of the 2025 Notes, the annualised sum (such sum,
the 2025 Notes Purchase Yield and together with the 2023 Notes
Purchase Yield, the Purchase Yields and each a Purchase Yield) of a
purchase spread of 370 basis points (the 2025 Notes Purchase Spread
and, together with the 2023 Notes Purchase Spread, the Purchase
Spreads and each a Purchase Spread) and the Relevant Benchmark
Security Rate.
Each Purchase Price will be determined by the Company, after
consultation with the Dealer Managers, in accordance with market
convention and expressed as a percentage of the principal amount of
the Notes of the relevant Series (and rounded to the nearest 0.001
per cent. with 0.0005 per cent. being rounded upwards), and is
intended to reflect a yield to maturity of the relevant Series on
the Settlement Date based on the relevant Purchase Yield.
Specifically, each Purchase Price will equal (a) the value of
all remaining payments of principal and interest on the relevant
Series up to and including the scheduled maturity date of such
Series, discounted to the Settlement Date at a discount rate equal
to the relevant Purchase Yield, minus (b) Accrued Interest in
respect of the Notes of the relevant such Series.
Accrued Interest
The Company will also pay accrued and unpaid interest (an
Accrued Interest Payment) from (and including):
(a) in the case of the 2023 Notes, 8 December 2021 (being the
immediately preceding interest paymentdate for the 2023 Notes);
and
(b) in the case of the 2025 Notes, 12 June 2021 (being the
immediately preceding interest payment date for the 2025
Notes),
in each case, to (but excluding) the Settlement Date in respect
of any Notes accepted for purchase by the Company pursuant to the
Offers.
Maximum Acceptance Amount
The Company proposes to accept Notes for purchase up to a
maximum aggregate nominal amount of GBP150,000,000 (the Maximum
Acceptance Amount) on the terms and subject to the conditions
contained in the Tender Offer Memorandum (although the Company
reserves the right, in its sole and absolute discretion and for any
reason, to increase or decrease the Maximum Acceptance Amount).
For the avoidance of doubt, the Company will determine the
allocation of funds between each Series in its sole discretion, and
may purchase considerably less (or none) of one Series than of the
other Series.
Scaling of Tenders of Notes
The Company proposes to accept Notes for purchase pursuant to
the Offers up to the Maximum Acceptance Amount (subject to the
right of the Company, in its sole discretion, to accept less than
or more than such amount for purchase pursuant to the Offers).
If the aggregate nominal amount of Tendered Notes is less than
the Maximum Acceptance Amount, the Company intends to accept all
such Tendered Notes. If the aggregate nominal amount of the
Tendered Notes is greater than the Maximum Acceptance Amount,
(subject to the right of the Company, in its sole discretion, to
accept less than or more than such amount for purchase pursuant to
the Offers), the Company may accept Notes for purchase on a pro
rata basis.
In the circumstances described above in which valid tenders of
Notes are to be accepted on a pro rata basis, each such tender of
Tendered Notes will be scaled by a scaling factor applicable to
Notes of the relevant Series (each such factor, a Scaling Factor)
based on: (A) in respect of each Series, the aggregate nominal
amount of Notes of such Series (if any) accepted for purchase by
the Company pursuant to the relevant Offer (the Series Acceptance
Amount), divided by (B) the aggregate nominal amount of the
Tendered Notes of such Series (subject to adjustment to allow for
the aggregate nominal amount of Notes of such Series accepted for
purchase, following the rounding of tenders of Notes described in
the next sentence, to equal the relevant Series Acceptance Amount
exactly).
Each tender of Notes that is scaled in this manner will be
rounded down to the nearest GBP1,000 in principal amount of
Notes.
In addition, in the event of any such scaling, the Company
intends to apply pro rata scaling to each valid tender of Notes of
the relevant Series in such a manner as will result in both (a) the
relevant Noteholder transferring Notes of the relevant Series to
the Company in an aggregate nominal amount of at least the minimum
denomination for such Series (being GBP100,000), and (b) the
relevant Noteholder's residual amount of Notes of the relevant
Series (being the nominal amount of the Notes the subject of the
relevant Tender Instruction that are not accepted for purchase by
virtue of such scaling) amounting to either (i) at least the
minimum denomination of the relevant Series (being GBP100,000) or
(ii) zero, and the Company therefore intends to adjust the relevant
Scaling Factor applicable to any relevant Tender Instruction
accordingly.
Tender Instructions and Offer Conditions
In order to participate in, and be eligible to receive the
relevant Purchase Price and relevant 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 Tender
Agent by 4:00 p.m. (London time) on 31 May 2022 (the Expiration
Deadline).
Tender Instructions will be irrevocable except in the limited
circumstances described in the Tender Offer Memorandum.
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 by
the deadlines specified in the Tender Offer Memorandum. The
deadlines set by any such intermediary and each Clearing System for
the submission and withdrawal of Tender Instructions will be
earlier than the relevant deadlines specified in the Tender Offer
Memorandum.
Tender Instructions must be submitted in respect of a nominal
amount of Notes of no less than GBP100,000, being the minimum
denomination of the Notes, and may, in each case, be submitted in
integral multiples of GBP1,000 above GBP100,000. Tender
Instructions which relate to a nominal amount of Notes of less than
the minimum denomination of the Notes will be rejected.
Announcement of Results and Pricing
The Company intends to announce a non-binding indication of the
levels at which it expects to set the Final Acceptance Amount and
each Series Acceptance Amount, and indicative details of any pro
rata scaling that is expected to be applied to valid tenders of
either Series, in the event that the Company decides to accept
valid tenders of Notes pursuant to the relevant Offer(s), prior to
the Pricing Time on the Pricing Date.
The Company intends to announce, as soon as reasonably
practicable on 1 June 2022, whether the Company will accept valid
tenders of Notes pursuant to either of the Offers and, if so
accepted, (i) the aggregate nominal amount of Notes of each Series
accepted for purchase; (ii) each Purchase Yield; (iii) each
Purchase Spread; (iv) each Purchase Price; (v) any applicable
Scaling Factors; (vi) the Settlement Date; (vii) the Accrued
Interest Payment payable in respect of each Series; and (viii) the
nominal amount of Notes of each Series that will remain outstanding
after the Settlement Date.
Indicative Timetable for the Offers
Events Times and Dates
(All times are London time)
Commencement of the Offers
Announcement of the Offers. Tender Offer Memorandum 25 May 2022.
available from the Tender Agent.
Expiration Deadline
Final deadline for receipt of valid Tender Instructions by 4:00 p.m. on 31 May 2022.
the Tender Agent in order for Noteholders
to be able to participate in the Offers.
Announcement of Indicative Results of the Offers
Indicative results announcement indicating where the As soon as reasonably practicable after the Expiration
Company expects to set the Final Acceptance Deadline.
Amount and each Series Acceptance Amount, and indicative
details of any pro rata scaling that
is expected to be applied to valid tenders of either
Series, in the event that the Company
decides to accept valid tenders of Notes pursuant to the
relevant Offer(s).
Pricing
Expected determination of each Purchase Yield and each At or around 11:00 a.m. on 1 June 2022 (the Pricing Time).
Purchase Price in respect of each Series
accepted for purchase.
Announcement of Results of the Offer
Announcement of whether the Company will accept valid As soon as reasonably practicable after the Pricing Time.
tenders of Notes pursuant to the Offers
and, if so accepted, in respect of each Series accepted
for purchase, (i) the aggregate nominal
amount of Notes of each Series accepted for purchase; (ii)
each Purchase Yield; (iii) each
Purchase Spread; (iv) each Purchase Price; (v) any
applicable Scaling Factors; (vi) the Settlement
Date; (vii) Accrued Interest Payment payable in respect of
each Series; and (viii) the nominal
amount of Notes of each Series that will remain
outstanding after the Settlement Date (if
any).
Expected Settlement Date
Expected Settlement Date for the Offers. 6 June 2022
The above times and dates are subject to the right of the
Company to, extend, re-open, amend and/or terminate either Offer
(subject to applicable law and as provided in the Tender Offer
Memorandum).
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 specified in the Tender Offer Memorandum. The
deadlines set by any such intermediary and each Clearing System for
the submission of Tender Instructions will be earlier than the
relevant deadlines specified 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 made on the
relevant Reuters Insider Screen and 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 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
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 Tender
Agent, the contact details for each of which are set out below.
The Dealer Managers
BNP PARIBAS
16, Boulevard des Italiens
75009 Paris
France
Telephone: +33 1 55 77 78 94
Attention: Liability Management Group
Email: liability.management@bnpparibas.com
NatWest Markets Plc
250 Bishopsgate
London EC2M 4AA
United Kingdom
Telephone: +44 20 7678 5222
Attention: Liability Management
Email: NWMLiabilityManagement@natwestmarkets.com
The Tender Agent
Kroll Issuer Services Limited
The Shard
32 London Bridge Street
London SE1 9SG
United Kingdom
Telephone: +44 20 7704 0880
Attention: Harry Ringrose
Email: marksandspencer@is.kroll.com
Website: https://deals.is.kroll.com/marksandspencer
This announcement is released by Marks and Spencer 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), as it forms part of UK domestic law
by virtue of the EUWA (UK MAR), encompassing information relating
to the Offers described above. For the purposes of UK MAR and
Article 2 of the binding technical standards published by the
Financial Conduct Authority in relation to MAR as regards
Commission Implementing Regulation (EU) 2016/1055, this
announcement is made by Eoin Tonge, Chief Financial Officer at
Marks and Spencer plc.
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 and legal advice, including in respect of
any tax consequences, immediately from its broker, bank manager,
solicitor, accountant or other independent financial 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 the Company, the Dealer Managers or
the 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 Company, the
Dealer Managers and the 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 the Offers to be made by a licensed broker or dealer and
either of the Dealer Managers or any of their 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 Company 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
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. 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 or by, or by any person acting for the account or benefit
of, a U.S. Person. 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 or to any U.S. Person. Any
purported tender of Notes in an Offer resulting directly or
indirectly from a violation of these restrictions will be invalid
and any purported tender of Notes made by, or by any person acting
for the account or benefit of, a U.S. Person or 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 the Offers will represent that
it is not a U.S. Person, it is not located in the United States and
is not participating in an 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 an
Offer from the United States and 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.
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. The Offers are being
carried out in the Republic of Italy (Italy) as exempted offers
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
Offers 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. 20307 of 15 February 2018, as amended, and
Legislative Decree No. 385 of 1 September 1993, as amended) and in
compliance with any other applicable laws and regulations and with
any 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 Offers.
United Kingdom
The communication of this announcement, the Tender Offer
Memorandum and any other documents or materials relating to the
Offers are 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 (FSMA).
Accordingly, this announcement, the Tender Offer Memorandum and
such documents and/or materials are not being distributed to, and
must not be passed on to, persons in the United Kingdom other than
(i) 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)), (ii) to
those persons falling within Article 43(2) of the Financial
Promotion Order, or (iii) to 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). This announcement, the
Tender Offer Memorandum and any other offering material relating to
the Tender Offer may be distributed in France only to qualified
investors (investisseurs qualifiés) as defined in Article 2(e) of
Regulation (EU) 2017/1129 and in accordance with Articles L.411-1
and L.411-2 of the French Code monétaire et financier. None of this
announcement, the Tender Offer Memorandum, or any other such
offering material has been or will be submitted for clearance to,
or approved by, the Autorité des marches financiers.
This information is provided by RNS, the news service of the
London Stock Exchange. RNS is approved by the Financial Conduct
Authority to act as a Primary Information Provider in the United
Kingdom. Terms and conditions relating to the use and distribution
of this information may apply. For further information, please
contact rns@lseg.com or visit www.rns.com.
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and conditions, to analyse how you engage with the information
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END
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