TIDMTSCO
RNS Number : 0185E
Tesco PLC
15 October 2018
October 15, 2018
TESCO PLC ANNOUNCES CASH TER OFFER FOR UP TO $325 MILLION IN
AGGREGATE PRINCIPAL AMOUNT OF SENIOR NOTES DUE 2037
Tesco PLC (the "Offeror") announces today an invitation for an
aggregate principal amount of up to $325 million of its 6.15%
Senior Notes due 2037 (the "Securities") for purchase by the
Offeror for cash (the "Offer"). The terms and conditions of the
tender offer are described in a tender offer memorandum dated
October 15, 2018 (the "Tender Offer Memorandum"). Capitalized terms
not otherwise defined in this announcement have the same meaning as
assigned to them in the Tender Offer Memorandum.
Holders are advised to read carefully the Tender Offer
Memorandum for full details of, and information on the procedures
for participating in, the Offer.
The following table sets forth certain information relating to
pricing for the Offer.
Principal Maximum U.S. Treasury Bloomberg
Title of Outstanding Tender Reference Fixed Spread Early Tender Reference
Security ISIN / CUSIP Amount Amount* Security (basis points) Payment Page
------------- ------------- ------------- ------------ ------------- -------------- ------------- -------------
6.15% Senior Rule 144A: U.S.$850,000, U.S.$325,000 3.125% due 215 bps U.S.$30 per PX1
Notes due US881575AC87 000 ,000 May, 2048 U.S.$1,000
2037 / 881575AC8 aggregate principal
Regulation S: principal amount
USG87621AL52 amount
/ G87621AL5
* If the aggregate principal amount of Securities validly
tendered and not validly withdrawn at the Early Tender Time exceeds
the Maximum Tender Amount, the Offeror, in its sole discretion,
reserves the right to accept for purchase all such tendered
Securities in lieu of accepting such tendered Securities for
purchase on a pro-rated basis as provided herein.
Rationale for the Offer
The Offer and the concurrent non-U.S. tender offers are being
made in the context of the Offeror's strategic aim of strengthening
the balance sheet.
The Offer
The Offeror will pay a "Total Purchase Price" per U.S.$1,000
principal amount of Securities validly tendered and not validly
withdrawn prior to the Early Tender Time calculated as described in
the Tender Offer Memorandum in a manner intended to result in a
yield to maturity as of the Early Settlement Date equal to the sum
of:
-- the yield to maturity of the Reference Treasury Security as
measured at the Price Determination Time; and
-- the Fixed Spread.
The Total Purchase Price includes an "Early Tender Payment" of
U.S.$30 per U.S.$1,000 principal amount. Holders that validly
tender Securities following the Early Tender Time but on or prior
to the Expiration Deadline, and whose Securities are accepted for
purchase, will receive only the "Purchase Price", which is an
amount equal to the Total Purchase Price minus the Early Tender
Payment. In addition to the payment of the Total Purchase Price or
the Purchase Price, as applicable, each Holder whose Securities are
validly tendered (and not validly withdrawn) and accepted for
purchase will also be paid Accrued Interest equal to interest
accrued and unpaid on the Securities from (and including) the
immediately preceding interest payment date for the Securities to
(but excluding) the Early Settlement Date or the Final Settlement
Date, as applicable.
The Total Purchase Price and the Accrued Interest for the
Securities validly tendered and not validly withdrawn on or prior
to the Early Tender Time and accepted for purchase will be payable
on the Early Settlement Date (as defined herein). Subject to the
Maximum Tender Amount and the proration arrangements applicable to
the Offer, the Purchase Price and the Accrued Interest payable in
respect of Securities validly tendered after the Early Tender Time
and accepted for purchase (if any) will be paid on the Final
Settlement Date (as defined herein).The Offeror expects that the
Early Settlement Date will be October 31, 2018 and the Final
Settlement Date will be November 14, 2018. No tenders submitted
after the Expiration Date will be valid.
If the aggregate principal amount of the Securities validly
tendered for purchase at or prior to the Early Tender Time is
greater than the Maximum Tender Amount, the Offeror intends to
accept such Securities for purchase on a pro rata basis such that
the aggregate principal amount of the Securities accepted for
purchase pursuant to the Offer is no greater than the Maximum
Tender Amount. In addition, in such circumstances, the Offeror, in
its sole discretion, reserves the right to accept for purchase all
such tendered Securities in lieu of accepting such tendered
Securities for purchase on a pro rated basis.
If the Offer is not oversubscribed at the Early Tender Time but
the aggregate principal amount of the Securities validly tendered
for purchase after the Early Tender Time and at or prior to the
Expiration Deadline would result in the Maximum Tender Amount being
exceeded, the Offeror intends to accept such Securities for
purchase on a pro rata basis such that the then Maximum Tender
Amount is not exceeded. In the event any tendered Securities are
not accepted for purchase due to proration, they will be returned
or credited to the Holder's account no later than the relevant
Settlement Date. Securities purchased pursuant to the Offer will be
cancelled.
The Offer is not conditioned on any minimum amount of Securities
being tendered. The Offeror's obligation to accept and pay for
Securities in the Offer is, however, subject to the satisfaction or
waiver of each of the New Financing Condition (as defined below)
and the General Conditions contained in the Tender Offer
Memorandum. Subject to applicable securities laws and the terms set
within the Tender Offer Memorandum, the Offeror reserves the right,
with respect to the Offer made by it, (i) to waive or modify in
whole or in part any and all conditions to the Offer, (ii) to
extend the Withdrawal Deadline or the Expiration Deadline, (iii) to
modify or terminate the Offer or (iv) to otherwise amend the Offer
in any respect.
Announcements in connection with the Offer will be made by the
delivery of a press release to a recognized financial news service
and through RNS.
Offering of New Notes and New Financing Condition
On October 15, 2018 the Offeror announced that Tesco Corporate
Treasury Securities plc ("TCTS") intends to issue a new series of
euro-denominated fixed rate notes to be guaranteed by the Offeror,
(the "New Notes"), subject to market conditions.
The Offeror's obligation to accept and pay for any Notes validly
tendered is conditioned on the successful completion (in the
Offeror's sole discretion), prior to the Early Tender Time, of an
offering of the New Notes that will raise an amount of proceeds to
the Offeror that is sufficient to fund the aggregate Total Purchase
Price or Purchase Prices as applicable and applicable Accrued
Interest for all Notes validly tendered and accepted in the Offer
(the "New Financing Condition").
The New Notes have not been and will not be registered under the
U.S. Securities Act of 1933, as amended (the "Securities Act"), or
any state securities laws, and are being offered only outside the
United States to non-U.S. persons in reliance on Regulation S under
the Securities Act.
INDICATIVE TIMETABLE
The following table sets out the expected dates and times of the
key events relating to the Offer. This is an indicative timetable
and is subject to change.
Date and Time Action
---------------------------------------------------------- ----------------------------------------------------------
October 15, 2018................ Commencement of the Offer
Tender Offer Memorandum available from the Information &
Tender Agent.
Offer announced through a press release to a recognized
financial news service, and the Regulatory
News Service provided by the London Stock Exchange plc
("RNS").
October 26, 2018, 5:00 p.m. (New York City time)..... Early Tender Time
Deadline for Holders to tender Securities to be eligible
for the Total Purchase Price, which
includes the Early Tender Payment (in addition to Accrued
Interest).
October 26, 2018, 5:00 p.m. (New York City time)..... Withdrawal Deadline
Deadline for Holders to properly withdraw tenders of
their Securities. If a tender of Securities
is properly withdrawn, the Holder will not receive any
consideration on any Settlement Date
(unless that Holder validly re-tenders such Securities at
or prior to the Expiration Deadline
and the Securities are accepted by the Offeror).
October 29, 2018, 10:00 a.m. (New York City Price Determination Time
time)................................. The Dealer Managers will calculate the Total Purchase
Price and the Purchase Price (as defined
herein).
The Offeror will announce the Total Purchase Price and
the Purchase Price as soon as reasonably
practicable following the Price Determination Time.
October 29, 2018, as soon as practicable following the Announcement of Early Tender Results
Price Determination Time................................. The Offeror expects to announce the aggregate principal
amount of Securities validly tendered
prior to the Early Tender Time and accepted for purchase;
any proration that will be applied
to the tendered Securities; any amount of the Maximum
Tender Amount that remains unused; the
Early Settlement Date; and the Total Purchase Price and
the Purchase Price (unless previously
announced).
October 31, 2018................ Early Settlement Date
Expected Early Settlement Date for Securities accepted
for purchase on the Early Tender Time.
Payment of the Total Purchase Price plus Accrued Interest
in respect of such Securities.
November 9, 2018, 11:59 p.m. (New York City time) Expiration Deadline
................................ The last time and date for Holders to tender Securities
in order to be able to participate
in the Offer and to be eligible to receive the Purchase
Price and Accrued Interest on the
Final Settlement Date.
November 12, 2018............ Announcement of Results of the Offer
The Offeror expects to announce the amount of Securities
to be accepted for purchase on the
Final Settlement Date, if necessary.
November 14, 2018............ Final Settlement Date
Expected Final Settlement Date for Securities validly
tendered and accepted for purchase by
the Offeror accepted for purchase after the Early Tender
Time. Payment of the Purchase Price
and any Accrued Interest in respect of any such
Securities.
The above dates and times are subject, where applicable, to the
right of the Offeror to extend, re-open, amend, and/or terminate
the Offer, subject to applicable laws. Holders of Securities are
advised to check with any bank, securities broker or other
intermediary through which they hold Securities when such
intermediary would require to receive instructions to participate
in, or withdraw their instruction to participate in, the Offer
before the deadlines set out above.
Holders of Securities are advised to read carefully the Tender
Offer Memorandum for full details of and information on the
procedures for participating in the Offer.
FURTHER INFORMATION
Questions and requests for assistance in connection with the
Offer may be directed to the Dealer Managers:
BNP Paribas Citigroup Global Markets Goldman Sachs & Co. LLC MUFG Securities EMEA plc
10 Harewood Avenue Limited 200 West Street Ropemaker Place
London NW1 6AA Citigroup Centre New York, NY 10282 25 Ropemaker Street
Attention: Liability Canada Square United States London EC2Y 9AJ
Management Group Canary Wharf Attention: Liability United Kingdom
London E14 5LB Management Group Attention: Liability
United Kingdom Management Group
Attention: Liability
Management Group
In the United States:
In the United States: In the United States: In the United States:
Toll Free: +1 877 744 4532
Toll Free: + 1 888 210 4358 Toll Free: +1 800 558 3745 Toll Free: +1 800 828-3182
Collect: + 1 212 841 3059 Collect: +1 212 723 6106 Collect: +1 212 902-5183 In Europe:
Telephone: +44 20 7577 4048
In Europe: In Europe: In Europe: / 4218
Telephone: +44 20 7595 8668 Telephone: +44 20 7986 8969 Telephone: +44 20 7774 9862
E-mail:
E-mail: E-mail: E-mail: DCM-LM@int.sc.mufg.jp
liability.management@bnppar liabilitymanagement.europe@ liabilitymanagement.eu@gs.c
ibas.com citi.com om
Questions and requests for assistance in connection with the
tender of Securities including requests for a copy of the Tender
Offer Memorandum may be directed to:
INFORMATION & TER AGENT
Lucid Issuer Services Limited
Tankerton Works
12 Argyle Walk
London WC1H 8AH
United Kingdom
E-mail: tesco@lucid-is.com
Telephone: +44 20 7704 0880
Attention: Arlind Bytyqi
NOTICE AND DISCLAIMER
Subject to applicable law, the Offeror or any of its affiliates
may at any time and from time to time following completion of the
Offer purchase remaining outstanding Securities issued by it by
tender, in the open market, by private agreement or otherwise on
such terms and at such prices as the Offeror or, if applicable, its
affiliates may determine. Such terms, consideration and prices may
be more or less favorable than those offered pursuant to the
Offer.
This announcement must be read in conjunction with the Tender
Offer Memorandum. This announcement and the Tender Offer Memorandum
contain important information which must be read carefully before
any decision is made with respect to the Offer. If any holder of
Securities is in any doubt as to the action it should take, it is
recommended to seek its own legal, accounting and financial advice,
including as to any tax consequences, immediately from its
stockbroker, bank manager, attorney, accountant or other
independent financial adviser. Any individual or company whose
Securities are held on its behalf by a broker, dealer, bank,
custodian, trust company or other nominee or intermediary must
contact such entity if it wishes to participate in the Offer. None
of the Offeror, the Dealer Managers, the Information & Tender
Agent and any person who controls, or is a director, officer,
employee or agent of such persons, or any affiliate of such
persons, makes any recommendation as to whether holders of
Securities should participate in the Offer.
OFFER AND DISTRIBUTION RESTRICTIONS
This announcement and the Tender Offer Memorandum do not
constitute an offer or an invitation to participate in the Offer in
any jurisdiction in which, or to any person to or from whom, it is
unlawful to make such offer or invitation or for there to be such
participation under applicable laws. The distribution of this
announcement and the Tender Offer Memorandum in certain
jurisdictions may be restricted by law. Persons into whose
possession this announcement or the Tender Offer Memorandum comes
are required by the Offeror, the Dealer Managers and the
Information & Tender Agent to inform themselves about and to
observe any such restrictions.
United Kingdom
This announcement, the Tender Offer Memorandum and any other
documents or materials relating to the Offer have not been made and
such documents have not been approved by an authorized 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 by Article 19(5) of the
Financial Services and Markets Act 2000 (Financial Promotion) Order
2005 ("Financial Promotion Order")) or persons who are within
Article 34 of the Financial Promotion Order or any other persons to
whom it may otherwise lawfully be made under the Financial
Promotion Order.
Belgium
None of this announcement, the Tender Offer Memorandum or any
other documents or materials relating to the Offer 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 marches
financiers) and, accordingly, the Offer may not be made in Belgium
by way of a public offering, as defined in Articles 3 and 6 of the
Belgian Law of April 1, 2007 on public takeover bids as amended or
replaced from time to time. Accordingly, the Offer may not be
advertised and the Offer will not be extended, and none of this
announcement, the Tender Offer Memorandum or any other documents or
materials relating to the Offer (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 June 16, 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/or
Tender Offer Memorandum have been issued only for the personal use
of the above qualified investors and exclusively for the purpose of
the Offer. Accordingly, the information contained in this
announcement and/or Tender Offer Memorandum may not be used for any
other purpose or disclosed to any other person in Belgium.
France
The Offer is not being made, directly or indirectly, to the
public in France. None of this announcement, the Tender Offer
Memorandum or any other documents or offering materials relating to
the Offer, 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 Offer. Neither this announcement nor
this Tender Offer Memorandum has been or will be submitted for
clearance to or approved by the Autorité des Marchés
Financiers.
Italy
None of the Offer, this announcement, this Tender Offer
Memorandum or any other documents or materials relating to the
Offer has been or will be submitted to the clearance procedure 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 February 24, 1998, as amended (the "Financial
Services Act") and article 35-bis, paragraph 4 of CONSOB Regulation
No. 11971 of May 14, 1999, as amended.
Holders or beneficial owners of the Securities that are located
in Italy can tender Securities for purchase in the Offer through
authorized persons (such as investment firms, banks or financial
intermediaries permitted to conduct such activities in Italy in
accordance with the Financial Services Act, CONSOB Regulation No.
16190 of October 29, 2007, as amended from time to time, and
Legislative Decree No. 385 of September 1, 1993, as amended) and in
compliance with applicable laws and regulations or with
requirements imposed by CONSOB or any other Italian authority.
Switzerland
None of this announcement, the Tender Offer Memorandum or any
other offering or marketing material relating to the Securities
constitutes a prospectus as such term is understood pursuant to
article 652a or article 1156 of the Swiss Federal Code of
Obligations or a listing prospectus within the meaning of the
listing rules of the SIX Swiss Exchange. Accordingly, the investor
protection rules otherwise applicable to investors in Switzerland
do not apply to the Offer. When in doubt, investors based in
Switzerland are recommended to contact their legal, financial or
tax adviser with respect to the Offer.
General
The Offer does not constitute an offer to buy or the
solicitation of an offer to sell Securities in any circumstances in
which such offer or solicitation is unlawful. In those
jurisdictions where the securities or other laws require the Offer
to be made by a licensed broker or dealer and any of the Dealer
Managers or, where the context so requires, any of their respective
affiliates is such a licensed broker or dealer in that
jurisdiction, the Offer shall be deemed to be made on behalf of the
Offeror by such Dealer Manager or affiliate (as the case may be) in
such jurisdiction.
Each Holder participating in the Offer will be deemed to give
certain representations in respect of the jurisdictions referred to
above and generally as set out in "Procedures for Participating in
the Offer" in the Tender Offer Memorandum. Any tender of Securities
for purchase pursuant to the Offer from a Holder that is unable to
make these representations may be rejected. Each of the Offeror,
the Dealer Managers and the Information & Tender Agent reserves
the right, in their absolute discretion, to investigate, in
relation to any tender of Securities for purchase pursuant to the
Offer, whether any such representation given by a Holder is correct
and, if such investigation is undertaken and as a result the
Offeror determines (for any reason) that such representation is not
correct, such tender may be rejected.
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
TENGRBDGDBBBGIU
(END) Dow Jones Newswires
October 15, 2018 03:30 ET (07:30 GMT)
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