TIDM42TF
RNS Number : 2000Y
Co-operative Group Limited
07 May 2019
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 TO ANY U.S. PERSON (AS DEFINED BELOW) OR INTO ANY OTHER
JURISDICTION WHERE IT IS UNLAWFUL TO DISTRIBUTE THIS ANNOUNCEMENT
(SEE "OFFER AND DISTRIBUTION RESTRICTIONS" BELOW).
7 May 2019
CO-OPERATIVE GROUP LIMITED ANNOUNCES TER OFFER TO PURCHASE NOTES
FOR CASH
Co-operative Group Limited (the Offeror) has today launched an
invitation to holders of its outstanding GBP450,000,000 5.625 per
cent. Notes (currently paying interest at the step-up amount of
6.875 per cent.) due 2020 (ISIN: XS0629969352) (the Notes), which
are guaranteed by Funeral Services Limited, Co-operative Group
Holdings (2011) Limited, Co-operative Group Food Limited,
Co-operative Foodstores Limited and Rochpion Properties (4) LLP
(each a Guarantor and together, the Guarantors) to tender their
Notes for purchase by the Offeror for cash (the Offer) in an
aggregate principal amount of up to the Maximum Acceptance Amount.
The Offer is being made on the terms and subject to the conditions
contained in the tender offer memorandum dated 7 May 2019 (the
Tender Offer Memorandum) 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 the offer
and distribution restrictions) available from the Tender Agent as
set out below. Capitalised terms used and not otherwise defined in
this announcement have the meanings given in the Tender Offer
Memorandum.
Summary of the Offer
Outstanding
Description ISIN / Common Principal Purchase Amount Subject
of the Notes Code Amount Price to the Offer
------------------- -------------- --------------- ----------- ---------------------------
GBP450,000,000 XS0629969352 GBP450,000,000 106.00 The Offeror intends
5.625 per / 062996935 per cent. to accept a principal
cent.* Notes amount of Notes
due 2020 (the Maximum Acceptance
guaranteed Amount), such that
by the Guarantors the total amount
payable (excluding
Accrued Interest)
is no greater than
the Maximum Consideration
Amount, which for
indicative purposes
only, is expected
to be GBP250,000,000
(excluding Accrued
Interest). The
Maximum Consideration
Amount will be
determined following
the pricing of
the New Notes and
is subject to the
right of the Offeror,
in its sole discretion,
to accept less
than or more than
such amount for
purchase pursuant
to the Offer
* The Notes are currently paying interest at the step-up
amount of 6.875 per cent
The Offer will end at 5:00 p.m. (London time) on 14 May 2019
(the Expiration Deadline) unless extended, amended or terminated
early by the Offeror.
The Offeror is not under any obligation to accept for purchase
any Notes tendered pursuant to the Offer. The acceptance for
purchase by the Offeror of Notes tendered pursuant to the Offer is
at the sole discretion of the Offeror and tenders may be rejected
by the Offeror for any reason.
Rationale for the Offer
The purpose of the Offer is to provide liquidity to Noteholders
and proactively manage the Co-op Group's balance sheet.
Purchase Price and Accrued Interest
The Offeror will pay a cash purchase price (the Purchase Price)
on the Tender Offer Settlement Date for Notes validly tendered and
accepted by it for purchase pursuant to the Offer. The Purchase
Price will be 106.00 per cent. of the principal amount of the
Notes. The Offeror will also pay, on the Tender Offer Settlement
Date, an Accrued Interest Payment in respect of Notes validly
tendered and accepted for purchase pursuant to the Offer.
New Issue Condition
The Offeror announced today its intention to issue new
sterling-denominated fixed rate notes (the New Notes). Whether the
Offeror will purchase any Notes validly tendered in the Offer is
subject, without limitation, to (i) the pricing of the issue of the
New Notes and (ii) the signing by the Offeror and the respective
Joint Lead Managers (listed below) of a subscription agreement for
the purchase of, and subscription for, the New Notes (the New Issue
Condition). The New Issue Condition may be waived by the
Offeror.
The Offeror has appointed each of Barclays Bank PLC, ING Bank
N.V., London Branch and Lloyds Bank Corporate Markets plc as Joint
Lead Managers in connection with the New Notes.
Expected Timetable of Events
This is an indicative timetable and is subject to change. All
times are London time.
Number of Business Days from and including
Date and time Launch Date Event
----------------------- ---------------------------------------------- ---------------------------------------------
7 May 2019 Day 1 Launch Date
Announcement of Offer and intention of the
Offeror to issue the New Notes.
Tender Offer Memorandum available (subject
to the offer and distribution restrictions
set
out in "Offer and Distribution Restrictions"
in the Tender Offer Memorandum) from the
Tender
Agent.
8 May 2019 Day 2 Pricing of the New Notes
Expected pricing of the New Notes.
Issuer to determine the Maximum
Consideration Amount and make an
announcement in respect thereof
on the day following the pricing of the New
Notes.
14 May 2019 Day 6 Expiration Deadline
5:00 p.m. Final deadline for receipt of valid Tender
Instructions by the Tender Agent in order
for Noteholders
to be able to participate in the Offer.
15 May 2019 Day 7 Results Announcement
At or around 9:00 a.m. Announcement of (i) whether (subject to
satisfaction (or waiver) of the New Issue
Condition
on or prior to the Tender Offer Settlement
Date) the Offeror will accept valid tenders
of
Notes pursuant to the Offer and, if so
accepted the aggregate principal amount
accepted for
purchase, (ii) Accrued Interest, (iii) any
applicable scaling factor and (iv) the
Tender Offer
Settlement Date.
17 May 2019 Day 9 Tender Offer Settlement Date and New Issue
Settlement Date
Subject to satisfaction or waiver of the New
Issue Condition, expected settlement date
for
the Offer.
Expected issue of New Notes and settlement
of such new issue (subject to the
satisfaction
of customary conditions precedent to an
issue of euromarket debt securities).
The above dates and times are subject, where applicable, to the
right of the Offeror, in its sole and absolute discretion, to
extend, re--open, amend, and/or terminate the Offer. Noteholders
are advised to check with any bank, securities broker or other
intermediary through which they hold Notes whether such
intermediary would require receipt of instructions to participate
in, or (in the limited circumstances in which revocation is
permitted) revoke their instruction to participate in, the 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 above. See "Procedures for Participating in the
Offer" in the Tender Offer Memorandum.
Scaling of Tenders of Notes
The Offeror proposes to accept Notes for purchase pursuant to
the Offer up to the Maximum Acceptance Amount (subject to the right
of the Offeror, in its sole discretion, to accept less than or more
than such amount for purchase pursuant to the Offer).
If:
(i) the amount payable (excluding Accrued Interest) for the
aggregate principal amount of the Tendered Notes is equal to or
less than the Maximum Consideration Amount, the Offeror intends to
accept for purchase all of Tendered Notes; and
(ii) the amount payable (excluding Accrued Interest) for the
aggregate principal amount of the Tendered Notes is greater than
the Maximum Consideration Amount, the Offeror intends to accept
such Tendered Notes for purchase on a pro rata basis,
subject in each case to the acceptance of the Offer by the
Offeror and the satisfaction (or waiver) of the other conditions of
the Offer.
In the circumstances described in (ii) 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 equal
to (A) the Maximum Consideration Amount, divided by (B) the amount
payable (excluding Accrued Interest) for the aggregate principal
amount of the Tendered Notes, in each case rounded to 6 decimal
places, and subject to adjustment to allow for the amount payable
(excluding Accrued Interest) for the aggregate principal amount of
Notes accepted for purchase, following the rounding of tenders for
purchase as described below, to exactly equal the Maximum
Consideration Amount.
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 Offeror
intends to apply pro rata scaling to each valid tender of Notes in
such a manner as will result in both (a) the relevant Noteholder
transferring Notes to the Offeror in an aggregate nominal amount of
at least GBP100,000 (being the minimum denomination of the Notes)
and (b) the relevant Noteholder's residual amount of Notes (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 GBP100,000 or (ii) GBP0,
and the Offeror therefore intends to adjust the scaling factor
applicable to any relevant Tender Instruction accordingly.
Tender Instructions
In order to participate in the Offer, and be eligible to receive
the relevant Purchase Price and the relevant Accrued Interest
Payment pursuant to the 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 the Expiration Deadline. See "Procedures for Participating
in the Offer" in the Tender Offer Memorandum for further
information.
Tender Instructions will be irrevocable except in the limited
circumstances described in the Tender Offer Memorandum.
Noteholders are advised to read carefully the Tender Offer
Memorandum for full details of, and information on the procedures
for participating in, the Offer.
Questions and requests for assistance in connection with the
Offer may be directed to the Dealer Managers:
Barclays Bank PLC (Telephone: +44 (0) 20 3134 8515; Attention:
Liability Management Group; Email: eu.lm@barclays.com)
ING Bank N.V., London Branch (Telephone: + 44 (0) 20 7767 6784;
Attention: Liability Management Group; Email:
liability.management@ing.com)
Lloyds Bank Corporate Markets plc (Telephone: +44 (0) 20 7158
1719 / 1726; Attention: Liability Management Group;
liability.management@lloydsbanking.com)
Questions and requests for assistance in connection with the
delivery of Tender Instructions may be directed to the Tender
Agent:
Lucid Issuer Services Limited (Telephone: +44 (0) 20 7704 0880;
Attention: Thomas Choquet; Email: co-op@lucid-is.com)
This announcement is released by Co-operative Group Limited and
contains information that qualified or may have qualified as
insider information for the purposes of Article 7 of Market Abuse
Regulation (EU) 596/2014 (MAR), encompassing information relating
to the Offer described above. For the purpose of MAR and Article 2
of Commission Implementing Regulation (EU) 2016/1055, this
announcement is made by Ian Ellis, Chief Financial Officer of
Co-operative Group Limited.
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 Offer. If
any Noteholder is in any doubt as to the contents of this
announcement, 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, from its broker, bank
manager, solicitor, accountant or other independent financial, tax
or legal adviser. Noteholders should consult with their own
advisers as needed to assist them in making an investment decision
and to advise them whether they are legally permitted to tender
Notes pursuant to the Offer. 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 Offer. Each Noteholder is solely
responsible for making its own independent appraisal of all matters
as such Noteholder deems appropriate and each Noteholder must make
its own decision as to whether to tender any of its Notes for
purchase pursuant to the Offer. The Dealer Managers will not be
responsible to any Noteholders for providing the protections
afforded to customers of the Dealer Manager or for advising any
other person in connection with the Offer. None of the Offeror, the
Guarantors, the Dealer Managers or the Tender Agent makes any
recommendation whether Noteholders should tender Notes pursuant to
the Offer. None of the Dealer Managers, the Tender Agent or any of
their respective directors, employees or affiliates takes any
responsibility for the contents of this announcement or the Tender
Offer Memorandum, or for any failure by the Offeror to disclose
events that may have occurred which may affect the significance or
accuracy of the information set out in it since the date of this
announcement or the Tender Offer Memorandum.
Offer and Distribution Restrictions
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 the Offeror and the Dealer
Managers to inform themselves about, and to observe, any such
restrictions. Nothing in this announcement or the Tender Offer
Memorandum or the electronic transmission thereof constitutes an
offer to buy or the solicitation of an offer to sell Notes (and
tenders of Notes in the Offer will not be accepted from
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 Offer to be made by
a licensed broker or dealer and any of the Dealer Managers or any
of their respective affiliates is such a licensed broker or dealer
in any such jurisdiction, the Offer shall be deemed to be made by
such Dealer Manager or such affiliate, as the case may be, on
behalf of the Offeror in such jurisdiction.
United States
The Offer is not being made, and will not be made, directly or
indirectly in or into, or by use of the mail 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. The Notes may not be tendered in the
Offer 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 and the
Tender Offer Memorandum and any other documents or materials
relating to the Offer 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 U.S. Person.
Any purported tender of Notes in the Offer 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, a U.S. Person, or any person acting for or on the
account or benefit of any U.S. Person, 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.
Neither this announcement nor the Tender Offer Memorandum is an
offer of securities for sale in the United States or to U.S.
persons. Securities may not be offered or sold in the United States
absent registration under, or an exemption from the registration
requirements of, the Securities Act. The New Notes have not been,
and will not be, registered under the Securities Act or the
securities laws of any state or other jurisdiction of the United
States, and may not be offered, sold or delivered, directly or
indirectly, in the United States or to, or for the account or
benefit of, U.S. persons.
Each holder of Notes participating in the Offer will represent
that it is not a U.S. Person located in the United States and is
not participating in the 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 the
Offer from the United States and who 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.
United Kingdom
The communication of this announcement, the Tender Offer
Memorandum and any other documents or materials relating to the
Offer 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, as
amended. 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, as amended (the Financial Promotion Order)) or persons who
are within Article 43(2) of the Financial Promotion Order or any
other persons to whom it may otherwise lawfully be made under the
Financial Promotion Order.
France
The Offer is 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 documents
or materials relating to the Offer have 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, in each case acting on their own account and 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, the Tender
Offer Memorandum nor any other document or material relating to the
Offer has been or will be submitted for clearance to or approved by
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
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 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.
Accordingly, Noteholders or beneficial owners of the Notes that are
located in Italy can tender Notes for purchase pursuant to the
Offer 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.
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 Offer.
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.
END
TENSSUSAWFUSEEI
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