TIDMTSCO

RNS Number : 6016M

Tesco PLC

30 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.

Tesco PLC announces final results of its 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

30 April 2018.

On 19 April 2018, Tesco PLC (the Company) announced 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 Company now announces the final results of the Offers.

The Offers were 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. Capitalised terms used in this announcement but not defined have the meanings given to them in the Tender Offer Memorandum.

Maximum Acceptance Amount and Series Acceptance Amounts

The Company announces that:

(a) it has decided to accept valid tenders of Notes pursuant to the Offers subject to the Maximum Acceptance Amount, which it has set at GBP600,007,000; and

(b) in respect of each Series, the Series Acceptance Amount, and any Scaling Factor that will apply to valid tenders of Notes of such Series as a consequence, will be as set out in the table below.

Pricing and Settlement

Pricing for the Offers took place at or around 1.00 p.m. (London time) today (the Pricing Time).

A summary of the final pricing for, and results of, the Offers appears below:

 
              Series Acceptance      Scaling         Benchmark         Purchase         Purchase      Purchase Price 
                    Amount            Factor          Security          Spread           Yield* 
                                                        Rate 
-----------  ------------------  ---------------  ---------------  ---------------  ---------------  --------------- 
 2019 Notes         GBP0             0.00 per      Not Applicable   Not Applicable   Not Applicable   Not Applicable 
                                       cent. 
-----------  ------------------  ---------------  ---------------  ---------------  ---------------  --------------- 
 2022 Notes    GBP369,446,000       83.40 per        0.891 per         110 bps         2.001 per       115.000 per 
                                       cent.            cent.                             cent.            cent. 
-----------  ------------------  ---------------  ---------------  ---------------  ---------------  --------------- 
 2023 Notes     GBP67,012,000     Not Applicable     1.097 per         125 bps         2.361 per       112.057 per 
                                                        cent.                             cent.            cent. 
-----------  ------------------  ---------------  ---------------  ---------------  ---------------  --------------- 
 2029 Notes     GBP60,975,000     Not Applicable     1.496 per         195 bps         3.476 per       123.769 per 
                                                        cent.                             cent.            cent. 
-----------  ------------------  ---------------  ---------------  ---------------  ---------------  --------------- 
 2033 Notes     GBP25,673,000     Not Applicable     1.692 per         205 bps         3.777 per       119.147 per 
                                                        cent.                             cent.            cent. 
-----------  ------------------  ---------------  ---------------  ---------------  ---------------  --------------- 
 2042 Notes     GBP38,451,000     Not Applicable     1.844 per         215 bps         4.034 per       112.737 per 
                                                        cent.                             cent.            cent. 
-----------  ------------------  ---------------  ---------------  ---------------  ---------------  --------------- 
 2057 Notes     GBP38,450,000     Not Applicable     1.717 per         225 bps         3.967 per       124.317 per 
                                                        cent.                             cent.            cent. 
 * Annualised in the case of each Series except the 2057 Notes 
 

The Company will also pay an Accrued Interest Payment in respect of Notes accepted for purchase pursuant to the Offers.

The Settlement Date in respect of the Notes accepted for purchase pursuant to the Offers is expected to be 2 May 2018. Following settlement of the Offers, GBP180,767,000 in aggregate nominal amount of the 2019 Notes, GBP530,554,000 in aggregate nominal amount of the 2022 Notes, GBP171,064,000 in aggregate nominal amount of the 2023 Notes, GBP97,657,000 in aggregate nominal amount of the 2029 Notes, GBP149,855,000 in aggregate nominal amount of the 2033 Notes, GBP63,599,000 in aggregate nominal amount of the 2042 Notes and GBP129,100,000 in aggregate nominal amount of the 2057 Notes will remain outstanding.

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 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. No offer or invitation to acquire any securities is being made pursuant to this announcement. 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.

This information is provided by RNS

The company news service from the London Stock Exchange

END

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April 30, 2018 09:30 ET (13:30 GMT)

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