TIDM42TF
RNS Number : 4394Y
Co-operative Group Limited
09 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.
9 May 2019
CO-OPERATIVE GROUP LIMITED ANNOUNCES MAXIMUM CONSIDERATION
AMOUNT IN RESPECT OF TER OFFER
On 7 May 2019, Co-operative Group Limited (the Offeror) 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 (the Maximum Acceptance Amount), such
that the total amount payable by the Offeror (excluding Accrued
Interest) is no greater than the Maximum Consideration Amount,
subject to the conditions and offer restrictions contained in the
Tender Offer Memorandum (as defined below). Capitalised terms used
and not otherwise defined in this announcement have the meanings
given in the tender offer memorandum dated 7 May 2019 (the Tender
Offer Memorandum).
On 8 May 2019, pricing of the New Notes took place.
The Offeror today announces that the Maximum Consideration
Amount is GBP300,000,000 (excluding Accrued Interest).
The Offer will end at 5:00 p.m. (London time) on 14 May 2019
unless extended, amended or terminated early by the Offeror.
The Offeror will announce (i) whether (subject to satisfaction
(or waiver) of the New Issue Condition on or prior to the Tender
Offer Settlement Date) it will accept valid tenders of Notes
pursuant to the Offer and, if so the aggregate principal amount of
Notes accepted for purchase, (ii) Accrued Interest, (iii) any
applicable scaling factor, and (iv) the Tender Offer Settlement
Date at or around 9:00 a.m. on 15 May 2019.
Subject to satisfaction or waiver of the New Issue Condition,
the expected Tender Offer Settlement Date is 17 May 2019.
The Offer remains subject to the conditions and restrictions set
out in the Tender Offer Memorandum. 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.
In addition, the Offeror may, in its sole and absolute discretion,
extend, re--open, amend and/or terminate the Offer at any time
(subject to applicable law and as provided in the Tender Offer
Memorandum).
Full details concerning the Offer are set out in the Tender
Offer Memorandum
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 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
MSCGMGGKRRLGLZM
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May 09, 2019 02:00 ET (06:00 GMT)
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