TIDMTSCO
RNS Number : 4309L
Tesco PLC
19 April 2018
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 PLC announces Tender Offers for its GBP350,000,000 5.50
per cent. Notes due 2019, GBP900,000,000 6.125 per cent. Notes due
2022, 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
19 April 2018.
Tesco PLC (the Company) announces today separate invitations to
holders of its outstanding (a) GBP350,000,000 5.50 per cent. Notes
due 2019 (ISIN: XS0159013068) (the 2019 Notes), (b) GBP900,000,000
6.125 per cent. Notes due 2022 (ISIN: XS0414345974) (the 2022
Notes), (c) GBP515,000,000 5 per cent. Notes due 2023 (ISIN:
XS0248392812) (the 2023 Notes), (d) GBP200,000,000 6 per cent.
Notes due 2029 (ISIN: XS0105244585) (the 2029 Notes), (e)
GBP200,000,000 5.50 per cent. Notes due 2033 (ISIN: XS0159013142)
(the 2033 Notes), (f) GBP300,000,000 4.875 per cent. Notes due 2042
(ISIN: XS0248395245) (the 2042 Notes) and (g) GBP500,000,000 5.20
per cent. Notes due 2057 (ISIN: XS0289810318) (the 2057 Notes and,
together with the 2019 Notes, the 2022 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 the Company 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 19 April
2018 (the Tender Offer Memorandum) prepared by the Company, 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
Outstanding Nominal Relevant Amount subject
Notes ISIN / Common Code Amount Benchmark Security Purchase Spread to the Offers
----------- -------------------- -------------------- --------------------- ---------------- --------------------
2019 Notes XS0159013068 / GBP180,767,000 3.75 per cent. UK 55 bps Subject as set out
015901306 Treasury Gilt due 7 in the Tender Offer
September 2019 Memorandum, up to
(ISIN: GB00B4YRFP41) GBP500,000,000 in
aggregate nominal
amount
----------- -------------------- -------------------- --------------------- ----------------
2022 Notes XS0414345974 / GBP900,000,000 4 per cent. UK 110 bps
041434597 Treasury Gilt due 7
March 2022 (ISIN:
GB00B3KJDQ49)
----------- -------------------- -------------------- --------------------- ----------------
2023 Notes XS0248392812 / GBP238,076,000 2.25 per cent. UK 125 bps
024839281 Treasury Gilt due 7
September 2023
(ISIN: GB00B7Z53659)
----------- -------------------- -------------------- --------------------- ----------------
2029 Notes XS0105244585 / GBP158,632,000 6 per cent. UK 195 bps
010524458 Treasury Gilt due 7
December 2028 (ISIN:
GB0002404191)
----------- -------------------- -------------------- --------------------- ----------------
2033 Notes XS0159013142 / GBP175,528,000 4.25 per cent. UK 205 bps
015901314 Treasury Gilt due 7
June 2032 (ISIN:
GB0004893086)
----------- -------------------- -------------------- --------------------- ----------------
2042 Notes XS0248395245 / GBP102,050,000 4.5 per cent. UK 215 bps
024839524 Treasury Gilt due 7
December 2042 (ISIN:
GB00B1VWPJ53)
----------- -------------------- -------------------- --------------------- ----------------
2057 Notes XS0289810318 / GBP167,550,000 4.25 per cent. UK 225 bps
028981031 Treasury Gilt due 7
December 2055 (ISIN:
GB00B06YGN05)
Rationale for the Offers
The Offers are being made in the context of the Company's
continuing efforts to strengthen the balance sheet and are aimed at
efficiently using surplus liquidity to reduce gross debt. The
Company intends to cancel any Notes purchased by it pursuant to the
Offers.
Purchase Prices and Accrued Interest
In respect of each Series, the Company will pay for any Notes of
the relevant Series validly tendered and accepted for purchase by
the Company pursuant to the relevant Offer a purchase price for
such Notes (each a Purchase Price) to be determined at or around
1.00 p.m. (London time) on 30 April 2018 (the Pricing Time) in the
manner described in the Tender Offer Memorandum by reference to the
sum (annualised in the case of each Series except the 2057 Notes)
(each such sum, a Purchase Yield) of:
(i) the relevant Purchase Spread specified in the table above; and
(ii) 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. Specifically,
the Purchase Price applicable to the Notes of a particular Series
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 the relevant Series, discounted to the Settlement
Date at a discount rate equal to the relevant Purchase Yield, minus
(b) Accrued Interest for such Series.
The Company will also pay an Accrued Interest Payment in respect
of any Notes accepted for purchase pursuant to the relevant
Offer(s).
Hypothetical Purchase Price
For illustrative purposes only, a hypothetical Purchase Price in
respect of each Series is set out in the table below which has been
calculated on the basis of (i) the relevant Purchase Spread
specified in the table above; and (ii) a hypothetical Benchmark
Security Rate that was determined as at 1.00 p.m. (London time) on
18 April 2018, as set out in the table below, and assuming a
Settlement Date of 2 May 2018. Noteholders should note that the
actual Purchase Price in respect of a Series determined in the
manner described in the Tender Offer Memorandum could differ
significantly from the hypothetical Purchase Price in respect of
such Series set out in the table below.
Hypothetical Benchmark Hypothetical Purchase
Series Security Rate* Price**
2019 Notes 0.731 per cent. 106.692 per cent.
----------------------- ----------------------
2022 Notes 0.940 per cent. 114.803 per cent.
----------------------- ----------------------
2023 Notes 1.119 per cent. 111.947 per cent.
----------------------- ----------------------
2029 Notes 1.483 per cent. 123.911 per cent.
----------------------- ----------------------
2033 Notes 1.670 per cent. 119.426 per cent.
----------------------- ----------------------
2042 Notes 1.822 per cent. 113.107 per cent.
----------------------- ----------------------
2057 Notes 1.694 per cent. 124.855 per cent.
----------------------- ----------------------
* Determined as at 1.00 p.m. (London time) on 18 April 2018
** The actual Purchase Price that the Company will pay for any
Notes of a Series validly tendered and accepted for purchase
pursuant to the relevant Offer will be determined in the manner
described in the Tender Offer Memorandum on the basis of the
Purchase Spread for such Series (as set out in the table above),
the relevant Benchmark Security Rate (determined as at the Pricing
Time) and the Settlement Date.
Maximum Acceptance Amount
If the Company decides to accept any Notes for purchase pursuant
to the Offers, the Company proposes that the aggregate nominal
amount of such Notes (if any) which it will accept for purchase
pursuant to the Offers will be up to an amount equal to
GBP500,000,000, although the Company reserves the right, in its
sole discretion, to accept significantly more or significantly less
than (or none of) such amount of Notes for purchase pursuant to the
Offers (the final aggregate nominal amount of Notes so accepted for
purchase being the Maximum Acceptance Amount).
The Company will determine the allocation of the Maximum
Acceptance Amount between each Series in its sole discretion, and
reserves the right to accept significantly more or significantly
less (or none) of any Series as compared to the other Series (the
final aggregate nominal amount of each Series (if any) accepted for
purchase pursuant to the relevant Offer being the Series Acceptance
Amount).
Scaling
In respect of each Series, if the Company 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 for purchase is greater than the relevant
Series Acceptance Amount, the Company 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 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 27 April 2018, unless extended,
re-opened, amended and/or terminated as provided in the Tender
Offer Memorandum (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, as set out in the table
below, and may thereafter be submitted in integral multiples of the
relevant permitted integral multiple amount set out below. A
separate Tender Instruction must be completed on behalf of each
beneficial owner and in respect of each Series.
Series Minimum Denomination Permitted Integral
Multiples
2019 Notes GBP1,000 GBP1,000
--------------------- -------------------
2022 Notes GBP50,000 GBP1,000
--------------------- -------------------
2023 Notes GBP50,000 GBP1,000
--------------------- -------------------
2029 Notes GBP1,000 GBP1,000
--------------------- -------------------
2033 Notes GBP1,000 GBP1,000
--------------------- -------------------
2042 Notes GBP50,000 GBP1,000
--------------------- -------------------
2057 Notes GBP50,000 GBP50,000
--------------------- -------------------
Indicative Timetable for the key events relating to the
Offers
Events Times and Dates
(All times are London time)
Commencement of the Offers
Offers announced. Tender Offer Memorandum available from Thursday, 19 April 2018
the Information and Tender Agent.
Expiration Deadline
Final deadline for receipt of valid Tender Instructions 5.00 p.m. on Friday, 27 April 2018
by the Information and Tender Agent
in order for Noteholders to be able to participate in the
Offers.
Announcement of Indicative Results
Announcement by the Company of a non-binding indication Prior to the Pricing Time on Monday, 30 April 2018
of the level at which it expects to
set the Maximum Acceptance Amount and each Series
Acceptance Amount, and indicative details
of any Scaling Factor applicable to valid tenders of
Notes of each Series that will be applied
in the event that the Company decides to accept valid
tenders of Notes of such Series pursuant
to the relevant Offer(s).
Pricing Time
Determination of each Benchmark Security Rate, each At or around 1.00 p.m. on Monday, 30 April 2018
Purchase Yield and each Purchase Price.
Announcement of Results and Pricing
Announcement of whether the Company will accept valid As soon as reasonably practicable after the Pricing Time
tenders of Notes pursuant to all or on Monday, 30 April 2018
any of the Offers and, if so accepted, the Maximum
Acceptance Amount, each Series Acceptance
Amount, each Purchase Yield, each Benchmark Security
Rate, each Purchase Price and any Scaling
Factors that will be applied to Notes of any Series.
Settlement Date
Expected Settlement Date for the Offers. Wednesday, 2 May 2018
The times and dates above are indicative only. The Company may,
in its sole discretion, extend, re-open, amend, waive any condition
of or terminate an Offer 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 the Company to so extend,
re-open, amend and/or terminate any such Offer. Accordingly, the
actual timetable may differ significantly from the timetable
above.
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 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 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.
Barclays Bank PLC (Telephone: +44 20 3134 8515; Attention:
Liability Management Group; Email: eu.lm@barclays.com); Lloyds Bank
plc (Telephone: +44 20 7158 1721; Attention: Liability Management
Team, Commercial Banking; Email:
liability.management@lloydsbanking.com); and SMBC Nikko Capital
Markets Limited (Telephone: +44 20 3527 7545; Attention: Liability
Management; Email: chatterjee@smbcnikko-cm.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 Tender Agent for the Offers.
This announcement is released by Tesco 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: 2138002P5RNKC5W2JZ46
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 the Company, 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 Company, 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 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.
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
TENUKANRWKASARR
(END) Dow Jones Newswires
April 19, 2018 03:45 ET (07:45 GMT)
Copyright (c) 2018 Dow Jones & Company, Inc.
Tesco (LSE:TSCO)
Historical Stock Chart
From Apr 2024 to May 2024
Tesco (LSE:TSCO)
Historical Stock Chart
From May 2023 to May 2024