TIDM17LI
RNS Number : 5349B
Marks & Spencer PLC
02 June 2023
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
Marks and Spencer plc announces results of 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
GBP300,000,000 3.750 per cent. Notes due 2026 ( XS2258453369
)
(the 2026 Notes and, together with the 2023 Notes and the 2025
Notes, the Notes and each a Series)
2 June 2023.
Marks and Spencer plc (the Company) announces today the results
of its invitation to holders of its outstanding Notes to tender
their Notes for purchase by the Company for cash (each, an Offer
and together, the Offers). The Company announced the indicative
results of the 2025 Notes Offer and 2026 Notes Offer earlier
today.
The Offers were announced on 24 May 2023 and were made on terms
and subject to the conditions contained in the tender offer
memorandum dated 24 May 2023 (the Tender Offer Memorandum).
Capitalised terms used in this announcement but not defined have
the meanings given to them in the Tender Offer Memorandum.
Results of the Offers
2023 Notes
The 2023 Notes Offer expired at 4:00 p.m. (London time) on 1
June 2023 (the Expiration Deadline). As at the Expiration Deadline,
GBP57,432,000 in aggregate principal amount of 2023 Notes was
validly tendered for purchase pursuant to the 2023 Notes Offer.
The Company hereby announces that it has decided to accept for
purchase in cash all 2023 Notes validly tendered pursuant to the
2023 Notes Offer in full . The final results of the 2023 Notes
Offer are as follows:
Aggregate
Nominal
Amount of
Notes
tendered
and Accrued Outstanding Nominal Outstanding Nominal
accepted Purchase Interest Amount Amount
Description of for Price (per Payment (per (before the Settlement (after the Settlement
the Notes ISIN purchase cent.) GBP1,000) Date) Date)
GBP300,000,000
3.000 per
cent.* Notes GBP
due 2023 XS1531151253 57,432,000 99.40 GBP 20.96 GBP185,540,000 GBP128,108,000
* 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.
2025 Notes and 2026 Notes
Pricing for the 2025 Notes Offer and the 2026 Notes Offer took
place at or around midday (London time) today. The Company
announces that it has set the 2025 Notes and 2026 Notes Final
Acceptance Amount at GBP 219,417,000. A summary of the pricing and
the final results for the 2025 Notes Offer and the 2026 Notes Offer
appears below:
Aggregate Scaling Accrued Outstanding Nominal Outstanding Nominal
Nominal Amount Series Factor Purchase Purchase Interest Amount Amount
Description of of Notes Acceptance (per Yield (per Price (per Payment (per (before the Settlement (after the Settlement
the Notes ISIN tendered Amount cent.) cent.) cent.) GBP1,000) Date) Date)
GBP400,000,000
4.750 per
cent.** Notes Not
due 2025 XS0863523030 GBP120,944,000 GBP120,944,000 Applicable 6.422 99.222 GBP 59.01 GBP324,570,000 GBP203,626,000
GBP300,000,000
3.750 per
cent. Notes
due 2026 XS2258453369 GBP107,173,000 GBP98,473,000 98.90 6.906 91.820 GBP 1.84 GBP300,000,000 GBP201,527,000
** 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.
General
The Settlement Date in respect of the Notes accepted for
purchase pursuant to the Offers is expected to be 6 June 2023.
Following the Settlement Date:
(i) GBP128,108,000 in aggregate nominal amount of the 2023 Notes will remain outstanding;
(ii) GBP203,626,000 in aggregate nominal amount of the 2025
Notes will remain outstanding; and
(iii) GBP201,527,000 in aggregate nominal amount of the 2026
Notes will remain outstanding.
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: David Shilson
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 Jeremy Townsend, Chief Financial Officer at
Marks and Spencer plc.
DISCLAIMER This announcement must be read in conjunction with
the Tender Offer Memorandum. No offers or invitation to acquire any
securities is being made pursuant to this announcement. 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 each of the Company, the Dealer
Managers and the Tender Agent to inform themselves about, and to
observe, any such restrictions.
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END
RTEBDGDLRDGDGXD
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