TIDMTSCO
RNS Number : 5805F
Tesco PLC
29 October 2018
October 29, 2018
TESCO PLC ANNOUNCES PRICING AND RESULTS OF CASH TER OFFER FOR UP
TO $325 MILLION AGGREGATE PRINCIPAL AMOUNT OF SENIOR NOTES DUE
2037
Tesco PLC (the "Offeror") announces today the Total Purchase
Price to be paid in connection with the previously announced cash
tender offer commenced on October 15, 2018 for up to $325 million
aggregate principal amount of its 6.15% Senior Securities 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.
As at 5:00 p.m., New York City time, on October 26, 2018 (the
"Early Tender Time"), the aggregate principal amount of Securities
validly tendered and not withdrawn was $439,431,000. The Maximum
Tender Amount of $325 million aggregate principal amount of
Securities has therefore been reached. Because the aggregate
principal amount of validly tendered Securities exceeded the
Maximum Tender Amount, the Securities will be purchased subject to
proration, with an expected proration factor of 76.84445%, as
described in the Tender Offer Memorandum. Securities not accepted
for purchase will be returned or credited to the Holder's account
no later than the relevant Settlement Date. Securities purchased
pursuant to the Offer will be cancelled. The applicable yield to
maturity of the Reference Treasury Security as measured at the
Price Determination Time, the Total Purchase Price and the Purchase
Price are detailed in the table below.
U.S.
Principal Treasury Early Total
Title of Amount Reference Reference Fixed Tender Purchase Purchase
Security ISIN/CUSIP Outstanding Security Yield Spread Payment Price Price
------------ ------------ ------------- ----------- ----------- ----------- ----------- ---------- -----------
6.15% Senior Rule 144A: U.S.$ 3.125% due 3.335% 215 bps U.S.$30 per U.S.$1,047 U.S.$1,077.
Notes due US881575AC87 850,000,000 May 2048 U.S.$1,000 .94 per 94 per
2037 / 881575AC8 principal U.S.$1,000 U.S.$1,000
Regulation amount principal principal
S: amount amount
USG87621AL52
/ G87621AL5
In accordance with the terms of the Offer, the withdrawal
deadline was 5:00 p.m., New York City time, on October 26, 2018. As
a result, tendered Securities may no longer be withdrawn. The Offer
is scheduled to expire at 11:59 p.m., New York City time, on
November 9, 2018. Because the Maximum Tender Amount has been
reached, the Offeror does not expect to accept for purchase any
Securities tendered after the Early Tender Time.
The Early Settlement Date for Securities validly tendered at or
prior to the Early Tender Time and accepted for purchase is
expected to occur on October 31, 2018. Payments for Securities that
are validly tendered and accepted for purchase will include accrued
and unpaid interest from the last interest payment date for the
Securities up to, but not including, the Early Settlement Date.
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
United Kingdom Canada Square United States London EC2Y 9AJ
Attention: Liability Canary Wharf Attention: Liability United Kingdom
Management Group 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
the 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, the 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.
LEI Number: 2138002P5RNKC5W2JZ46
This information is provided by RNS, the news service of the
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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
RTEEAKENAFLPFFF
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