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Marks and Spencer plc announced on 17 February 2026 the results of its Tender Offer for its outstanding £250,000,000 3.250 per cent. Notes due 10 July 2027. By the 16 February 2026 expiration deadline, £193,092,000 in aggregate nominal amount of Notes were validly tendered and accepted by the company for purchase at 99.100 per cent. Following the expected settlement on 19 February 2026, £56,908,000 of these Notes will remain outstanding.
| Date | 17 Feb 2026 |
| Time | 12:10:03 |
| Category | Capital structure |
| ID | 3693T |
This announcement relateS to the disclosure of information that qualified or may have qualified as inside information within the meaning of article 7 of the market abuse regulation (EU) 596/2014 as it forms part of uk domestic law by virtue of the european union (withdrawal) act 2018 (euwa).
NOT FOR release, publication or DISTRIBUTION IN OR INTO OR TO ANY PERSON LOCATED OR RESIDENT IN 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 OR THE DISTRICT OF COLUMBIA (the United States) OR TO ANY U.S. PERSON OR in or INTO or to any person located or resident in ANY OTHER JURISDICTION WHERE OR TO WHOM IT IS UNLAWFUL TO RELEASE, PUBLISH OR DISTRIBUTE THIS ANNOUNCEMENT.
Marks and Spencer plc announces results of the Tender Offer for its outstanding £250,000,000 3.250 per cent. Notes due 10 July 2027
17 February 2026.
Marks and Spencer plc (the Company) announces today the results of its invitation to holders of its outstanding £250,000,000 3.250 per cent. Notes due 10 July 2027 (XS2024535036) (the Notes) to tender any and all of their Notes for purchase by the Company for cash (such invitation, the Offer).
The Offer was announced on 9 February 2026 and was made on the terms and subject to the conditions (including, but not limited to, the New Financing Condition) contained in the tender offer memorandum dated 9 February 2026 (the Tender Offer Memorandum). Capitalised terms used in this announcement but not defined herein have the meanings given to them in the Tender Offer Memorandum.
Results of the Offer
The Expiration Deadline for the Offer was 4:00 p.m. (London time) on 16 February 2026. As at the Expiration Deadline, £193,092,000 in aggregate nominal amount of Notes were validly tendered for purchase pursuant to the Offer. The Company hereby announces that it has decided to accept for purchase in cash, subject to satisfaction (or waiver) of the New Financing Condition on or prior to the Settlement Date, all Notes validly tendered pursuant to the Offer in full, with no pro rata scaling.
Pricing for the Offer took place at or around 11:00 a.m. (London time) today. A summary of the pricing for the Offer appears in the table below:
|
Description of the Notes |
ISIN/ Common Code |
Purchase Spread |
Benchmark Security Rate |
Purchase Yield (annualised) |
Purchase Price |
|
£250,000,000 3.250 per cent. Notes due 10 July 2027 |
XS2024535036 / 202453503 |
40 bps |
3.481 per cent. |
3.919 per cent. |
99.100 per cent. |
General
Subject to satisfaction (or waiver) of the New Financing Condition, the Settlement Date in respect of the Notes accepted for purchase pursuant to the Offer is expected to be 19 February 2026. The offering of the New Notes is expected to settle tomorrow (18 February 2026).
The Company will also pay an Accrued Interest Payment in respect of Notes accepted for purchase pursuant to the Offer.
Following the Settlement Date, the Offeror intends to cancel the Notes purchased pursuant to the Offer. Accordingly, following settlement of the Offer and such cancellation, £56,908,000 in aggregate nominal amount of the Notes will remain outstanding.
The Dealer Managers
BNP PARIBAS
16, boulevard des Italiens
75009 Paris
France
Telephone: +33 1 55 77 78 94
Attention: Liability Management Group
Email: [email protected]
Lloyds Bank Corporate Markets plc
33 Old Broad Street
London EC2N 1HZ
United Kingdom
Telephone: +44 20 7158 3939 / +44 20 7158 1726
Attention: Liability Management
Email: [email protected]
Standard Chartered Bank
One Basinghall Avenue
London EC2V 5DD
United Kingdom
Attention: Liability Management
Telephone: +44 207 885 8888
Email: [email protected]
The Tender Agent
Kroll Issuer Services Limited
The News Building
3 London Bridge Street
London SE1 9SG
United Kingdom
Telephone: +44 20 7704 0880
Attention: Scott Boswell
Email: [email protected]
Website: https://deals.is.kroll.com/marksandspencer
This announcement is released by Marks and Spencer 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), as it forms part of UK domestic law by virtue of the EUWA (UK MAR), encompassing information relating to the Offer described above. For the purposes of UK MAR and Article 2 of the binding technical standards published by the Financial Conduct Authority in relation to MAR as regards Commission Implementing Regulation (EU) 2016/1055, this announcement is made by Alison Dolan, Chief Financial Officer at Marks and Spencer plc.
*LEI: 213800CN1RI3UCIZWB95
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 Tender Agent to inform themselves about, and to observe, any such restrictions.