TIDM17EW TIDMTSCO
RNS Number : 0193E
Tesco Corporate Treasury Services
15 October 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 Corporate Treasury Services PLC announces Tender Offer for
its EUR1,250,000,000 1.375 per cent. Notes due 2019 and guaranteed
by Tesco PLC
and
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, 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
15 October 2018.
Tesco Corporate Treasury Services PLC (TCTS) announces today an
invitation to holders of its outstanding EUR1,250,000,000 1.375 per
cent. Notes due 2019 and guaranteed by Tesco (as defined below)
(ISIN: XS1082970853) (the July 2019 Notes) and Tesco PLC (Tesco
and, together with TCTS, the Offerors) announces today separate
invitations to holders of its outstanding (a) GBP350,000,000 5.50
per cent. Notes due 2019 (ISIN: XS0159013068) (the December 2019
Notes), (b) GBP900,000,000 6.125 per cent. Notes due 2022 (ISIN:
XS0414345974) (the 2022 Notes), (c) GBP200,000,000 6 per cent.
Notes due 2029 (ISIN: XS0105244585) (the 2029 Notes), (d)
GBP200,000,000 5.50 per cent. Notes due 2033 (ISIN: XS0159013142)
(the 2033 Notes), (e) GBP300,000,000 4.875 per cent. Notes due 2042
(ISIN: XS0248395245) (the 2042 Notes) and (f) GBP500,000,000 5.20
per cent. Notes due 2057 (ISIN: XS0289810318) (the 2057 Notes and,
together with the July 2019 Notes, the December 2019 Notes, the
2022 Notes, the 2029 Notes, the 2033 Notes and the 2042 Notes, the
Notes and each a Series) to tender their Notes for purchase by TCTS
or Tesco, as applicable, 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 15
October 2018 (the Tender Offer Memorandum) prepared by the
Offerors, 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
July
2019
Issuer Notes
and ISIN / Outstanding Relevant Benchmark Purchase Purchase Amount subject to
Notes Offeror Common Code Nominal Amount Security Spread Yield(1) the Offers
--------- -------- ------------- --------------- --------------------- --------- --------- --------------------
July TCTS XS1082970853 EUR931,229,000 N/A N/A -0.15 Subject as set out
2019 / 108297085 per in the Tender Offer
Notes cent. Memorandum, an
aggregate nominal
amount of Notes
such
that the total
amount payable(2)
for such Notes (or,
where applicable,
its Euro
Equivalent)
is no greater than
approximately (i)
the total gross
proceeds received
by TCTS from the
issue
of the New Notes
(as defined herein)
less (ii) the Euro
Equivalent of the
total amount
payable(3)
by Tesco for all US
Notes tendered
pursuant to the US
Tender Offer prior
to the US Tender
Offer Early
Expiration Deadline
and accepted for
purchase (each term
as defined herein).
------------- --------------- --------------------- ---------
December Tesco XS0159013068 GBP180,767,000 3 3/4 per cent. UK 40 bps N/A
2019 / 015901306 Treasury Gilt due 07
Notes September 2019
(ISIN: GB00B4YRFP41)
------------- --------------- --------------------- ---------
2022 Tesco XS0414345974 GBP530,554,000 4 per cent. UK 100 bps N/A
Notes / 041434597 Treasury Gilt due 7
March 2022 (ISIN:
GB00B3KJDQ49)
2029 Tesco XS0105244585 GBP97,657,000 6 per cent. UK 180 bps N/A
Notes / 010524458 Treasury Gilt due 07
December 2028
(ISIN: GB0002404191)
2033 Tesco XS0159013142 GBP149,855,000 4 1/4 per cent. UK 185 bps N/A
Notes / 015901314 Treasury Gilt due 07
June 2032
(ISIN: GB0004893086)
--------- -------- ------------- --------------- --------------------- --------- ---------
2042 Tesco XS0248395245 GBP63,599,000 4 1/2 per cent. UK 205 bps N/A
Notes / 024839524 Treasury Gilt due 07
December 2042
(ISIN: GB00B1VWPJ53)
--------- -------- ------------- --------------- --------------------- --------- ---------
2057 Tesco XS0289810318 GBP129,100,000 4 1/4 per cent. UK 215 bps N/A
Notes / 028981031 Treasury Gilt due 07
December 2055
(ISIN: GB00B06YGN05)
1 For information purposes only, the Purchase Price in respect of the July 2019 Notes will,
when determined in the manner described in the Tender Offer Memorandum on the basis of a Settlement
Date of 5 November 2018, be 100.996 per cent. Should the Settlement Date in respect of any
July 2019 Notes accepted for purchase pursuant to the relevant Offer differ from 5 November
2018, the Purchase Price in respect of the July 2019 Notes will be recalculated, all as further
described in the Tender Offer Memorandum.
2 Including for payment of Accrued Interest (as defined in the Tender Offer Memorandum) on
the relevant Notes.
3. Including for payment of accrued interest on the relevant US Notes.
Rationale for the Offers
The Offers and the concurrent US Tender Offer (as defined below)
are being made in the context of the Offerors' strategic aim of
strengthening the balance sheet.
Each Offeror intends to cancel any Notes purchased by it
pursuant to the relevant Offer(s).
Purchase Prices and Accrued Interest
In respect of each Series, TCTS (in the case of the July 2019
Notes) or Tesco (in the case of each Series other than the July
2019 Notes) will pay for any Notes of the relevant Series validly
tendered and accepted for purchase by such Offeror pursuant to the
relevant Offer a purchase price for such Notes (each a Purchase
Price) to be determined:
(i) in the case of the July 2019 Notes, in the manner described
in the Tender Offer Memorandum by reference to a fixed purchase
yield of -0.15 per cent. (the July 2019 Notes Purchase Yield);
or
(ii) in the case of each Series other than the July 2019 Notes,
at or around 2.00 p.m. (London time) on 29 October 2018 (the
Pricing Time) in the manner described in the Tender Offer
Memorandum by reference to the sum (annualised in the case of each
such Series except the 2057 Notes) (each such sum, together with
the July 2019 Notes Purchase Yield, a Purchase Yield) of:
(a) the relevant Purchase Spread specified in the table above; and
(b) 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.
The relevant Offeror will also pay an Accrued Interest Payment
in respect of any Notes accepted for purchase pursuant to the
relevant Offer(s).
New Financing Condition
On 15 October 2018, Tesco announced that TCTS intends to issue a
new series of euro-denominated fixed rate notes to be guaranteed by
Tesco (the New Notes) under the Offerors' GBP15,000,000,000 Euro
Note Programme (the Programme), subject to market conditions.
Whether either or both of the Offerors will purchase any Notes
validly tendered in the relevant Offer(s) is conditional, without
limitation, on the successful completion (in the sole determination
of the Offerors) of the offering of the New Notes (the New
Financing Condition).
Even if the New Financing Condition is satisfied, neither
Offeror is under any obligation to accept for purchase any Notes
validly tendered pursuant to the Offers. The acceptance by either
Offeror of Notes validly tendered pursuant to the relevant Offer(s)
is at the sole discretion of such Offeror and tenders may be
rejected by such Offeror for any reason.
Any investment decision to purchase any New Notes should be made
solely on the basis of the information contained in: (i) the
offering circular dated 6 July 2018 prepared in connection with the
Programme, as supplemented by the supplementary offering circular
dated 12 October 2018 (together, the Programme Offering Circular);
and (ii) the final terms to be prepared in connection with the New
Notes, and no reliance is to be placed on any representations other
than those contained in the Programme Offering Circular.
The New Notes are not being, and will not be, offered or sold in
the United States. Nothing in this announcement or the Tender Offer
Memorandum constitutes an offer to sell or the solicitation of an
offer to buy the New Notes in the United States or any other
jurisdiction. Securities may not be offered, sold or delivered in
the United States absent registration under, or an exemption from
the registration requirements of, the United States Securities Act
of 1933, as amended (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, within the United States or to, or for the account or
benefit of, U.S. persons.
No action has been or will be taken in any jurisdiction in
relation to the New Notes to permit a public offering of
securities.
Allocation of the New Notes
A factor in the allocation of the New Notes will be whether
Noteholders have validly tendered or indicated their firm intention
to the relevant Offeror(s) or the Dealer Managers to tender their
Notes. When considering allocation of the New Notes, TCTS may give
preference to those Noteholders who, prior to such allocation, have
validly tendered or indicated their firm intention to the relevant
Offeror(s) or any of the Dealer Managers to tender the Notes and
subscribe for New Notes. However, TCTS is not obliged to allocate
the New Notes to a Noteholder who has validly tendered or indicated
a firm intention to tender the Notes pursuant to the relevant
Offer(s). Any allocation of the New Notes, while being considered
by the relevant Offeror(s) as set out above, will be made in
accordance with customary new issue allocation processes and
procedures.
US Tender Offer and Aggregate Consideration Amount
Tesco has launched, contemporaneously with the launch of the
Offers, an offer to purchase for cash (the US Tender Offer) its
US$1,150,000,000 6.15% Senior Notes due 2037 (ISIN: US881575AC87 /
USG87621AL52) (the US Notes). The US Tender Offer is described in a
separate offer document, and is not the subject of this
announcement or the Tender Offer Memorandum. Pursuant to the US
Tender Offer, Tesco currently proposes to accept valid offers of up
to US$325,000,000 in aggregate nominal amount of US Notes for
purchase, as such amount may be increased by Tesco in accordance
with the terms of the US Tender Offer, and the early tender
deadline for the US Tender Offer is 5.00 p.m. (New York time) on 26
October 2018, as such deadline may be extended by Tesco in
accordance with the terms of the US Tender Offer (the US Tender
Offer Early Expiration Deadline). The Euro Equivalent (as
determined by reference to the Applicable USD/Euro Exchange Rate)
of the total amount payable by Tesco for all US Notes validly
tendered pursuant to the US Tender Offer prior to the US Tender
Offer Early Expiration Deadline and accepted for purchase
(including all accrued interest payable by Tesco in respect of such
US Notes accepted for purchase) is referred to in this announcement
and the Tender Offer Memorandum as the US Tender Offer Amount.
If the Offerors (or one of the Offerors, as the case may be)
decide to accept any validly tendered Notes for purchase pursuant
to the relevant Offer(s), they propose to accept for purchase an
aggregate nominal amount of such Notes such that the total amount
payable by the Offerors (or one of the Offerors, as the case may
be) for all such Notes accepted for purchase pursuant to the
relevant Offer(s) (including all Accrued Interest Payments in
respect of such Notes accepted for purchase), converted (where
applicable) into the Euro Equivalent at the Applicable
Sterling/Euro Exchange Rate, is no greater than approximately (a)
the total gross proceeds received by TCTS from the issue of the New
Notes (the New Notes Proceeds Amount), less (b) the US Tender Offer
Amount (although the Offerors reserve the right, in their sole
discretion, to allocate a significantly lower or a significantly
higher amount for the purchase of Notes pursuant to the relevant
Offer(s), the final amount so allocated for the purchase of Notes
being the Aggregate Consideration Amount).
As a result of the foregoing, the Aggregate Consideration Amount
will be directly affected by the aggregate nominal amount of US
Notes accepted for purchase pursuant to the US Tender Offer.
The Offerors will determine the allocation of the Aggregate
Consideration Amount between each Series in their sole discretion,
and reserve the right to accept significantly more or significantly
less (or none) of any Series as compared to any other Series (the
final aggregate nominal amount of each Series (if any) accepted for
purchase pursuant to the relevant Offer being a Series Acceptance
Amount).
Scaling
In respect of each Series, if the relevant Offeror 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 relevant Offeror 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 4.00 p.m. (London time) on 26 October 2018 (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
July 2019 Notes EUR100,000 EUR1,000
--------------------- -------------------
December 2019 Notes GBP1,000 GBP1,000
--------------------- -------------------
2022 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 Offers
Events Times and Dates
(All times are London time)
Commencement of the Offers
Offers announced. Tender Offer Memorandum available from Monday, 15 October 2018
the Information and Tender Agent.
Expiration Deadline
Final deadline for receipt of valid Tender Instructions 4.00 p.m. on Friday, 26 October 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 each of the Offerors of a non-binding Prior to the Pricing Time on Monday, 29 October 2018
indication of the level at which they
expect to set each Series Acceptance Amount, and
indicative details of any Scaling Factor
applicable to valid tenders of Notes of each relevant
Series that will be applied in the event
that each of the Offerors or one of the Offerors, as the
case may be, decides to accept valid
tenders of Notes of such Series pursuant to the relevant
Offers.
Pricing Time
Determination of each Benchmark Security Rate, each At or around 2.00 p.m. on Monday, 29 October 2018
Purchase Yield (other than the July 2019
Notes Purchase Yield) and each Purchase Price.
Announcement of Results and Pricing
Announcement of whether the New Financing Condition has As soon as reasonably practicable after the Pricing Time
been satisfied (or waived) and whether on Monday, 29 October 2018
either or both of the Offerors will accept valid tenders
of Notes pursuant to all or any of
the applicable Offers and, if so accepted, each Series
Acceptance Amount, each Purchase Yield,
each Benchmark Security Rate, each Purchase Price, the
Applicable USD/Euro Exchange Rate,
the Applicable Sterling/Euro Exchange Rate and any
Scaling Factors that will be applied to
Notes of any Series.
Settlement Date
Subject to the satisfaction (or waiver) of the New Monday, 5 November 2018
Financing Condition, expected Settlement
Date for the Offers.
Each Offeror may, in its sole discretion, extend, re-open,
amend, waive any condition of or terminate any Offer made by it 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 each Offeror to so extend, re-open, amend and/or terminate
any such Offer.
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 found on the
relevant Reuters Insider Screen and be made 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.
BNP Paribas (Telephone: +44 20 7595 8668; Attention: Liability
Management Group; Email: liability.management@bnpparibas.com),
Citigroup Global Markets Limited (Telephone: +44 20 7986 8969;
Attention: Liability Management Group; Email:
liabilitymanagement.europe@citi.com), Goldman Sachs International
(Telephone: +44 20 7774 9862; Attention: Liability Management
Group; Email: liabilitymanagement.eu@gs.com) and MUFG Securities
EMEA plc (Tel: +44 207 577 4048/+44 207 577 4218; Attention:
Liability Management Group; Email: DCM-LM@int.sc.mufg.jp) are
acting as Dealer Managers for the Offers.
Lucid Issuer Services Limited (Telephone: + 44 20 7704 0880;
Attention: Arlind Bytyqi; Email: tesco@lucid-is.com) is acting as
Information and Tender Agent for the Offers.
This announcement is released by Tesco PLC and Tesco Corporate
Treasury Services 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: 21380018AJDKNF3A6712
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 TCTS, Tesco, 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 Offerors, 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 (i)
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 or (ii) an offer to sell or a solicitation
of an offer to buy the New Notes. 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 relevant Offeror in such jurisdiction.
No action has been or will be taken in any jurisdiction in
relation to the New Notes that would permit a public offering of
securities and the minimum denomination of the New Notes will be
EUR100,000.
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.
Neither this announcement nor the Tender Offer Memorandum is an
offer of securities for sale in the United States or to U.S.
persons (as defined in Regulation S of the Securities Act (each a
U.S. Person)). 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 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 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.
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 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
TENUVABRWSARARA
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October 15, 2018 03:16 ET (07:16 GMT)
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