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 £350,000,000 5.50 per cent. Notes due 2019, £900,000,000 6.125 per cent. Notes due 2022, £515,000,000 5 per cent. Notes due 2023, £200,000,000 6 per cent. Notes due 2029, £200,000,000 5.50 per cent. Notes due 2033, £300,000,000 4.875 per cent. Notes due 2042 and £500,000,000 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) £350,000,000 5.50 per cent. Notes due 2019 (ISIN: XS0159013068) (the 2019 Notes), (b) £900,000,000 6.125 per cent. Notes due 2022 (ISIN: XS0414345974) (the 2022 Notes), (c) £515,000,000 5 per cent. Notes due 2023 (ISIN: XS0248392812) (the 2023 Notes), (d) £200,000,000 6 per cent. Notes due 2029 (ISIN: XS0105244585) (the 2029 Notes), (e) £200,000,000 5.50 per cent. Notes due 2033 (ISIN: XS0159013142) (the 2033 Notes), (f) £300,000,000 4.875 per cent. Notes due 2042 (ISIN: XS0248395245) (the 2042 Notes) and (g) £500,000,000 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 £600,007,000; 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 Amount |
Scaling Factor |
Benchmark Security Rate |
Purchase Spread |
Purchase Yield* |
Purchase Price |
2019 Notes |
£0 |
0.00 per cent. |
Not Applicable |
Not Applicable |
Not Applicable |
Not Applicable |
2022 Notes |
£369,446,000 |
83.40 per cent. |
0.891 per cent. |
110 bps |
2.001 per cent. |
115.000 per cent. |
2023 Notes |
£67,012,000 |
Not Applicable |
1.097 per cent. |
125 bps |
2.361 per cent. |
112.057 per cent. |
2029 Notes |
£60,975,000 |
Not Applicable |
1.496 per cent. |
195 bps |
3.476 per cent. |
123.769 per cent. |
2033 Notes |
£25,673,000 |
Not Applicable |
1.692 per cent. |
205 bps |
3.777 per cent. |
119.147 per cent. |
2042 Notes |
£38,451,000 |
Not Applicable |
1.844 per cent. |
215 bps |
4.034 per cent. |
112.737 per cent. |
2057 Notes |
£38,450,000 |
Not Applicable |
1.717 per cent. |
225 bps |
3.967 per cent. |
124.317 per 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, £180,767,000 in aggregate nominal amount of the 2019 Notes, £530,554,000 in aggregate nominal amount of the 2022 Notes, £171,064,000 in aggregate nominal amount of the 2023 Notes, £97,657,000 in aggregate nominal amount of the 2029 Notes, £149,855,000 in aggregate nominal amount of the 2033 Notes, £63,599,000 in aggregate nominal amount of the 2042 Notes and £129,100,000 in aggregate nominal amount of the 2057 Notes will remain outstanding.
Barclays Bank PLC (Telephone: +44 20 3134 8515; Attention: Liability Management Group; Email: [email protected]); Lloyds Bank plc (Telephone: +44 20 7158 1721; Attention: Liability Management Team, Commercial Banking; Email: [email protected]); and SMBC Nikko Capital Markets Limited (Telephone: +44 20 3527 7545; Attention: Liability Management; Email: [email protected]) are acting as Dealer Managers for the Offers.
Lucid Issuer Services Limited (Telephone: +44 20 7704 0880; Attention: David Shilson; Email: [email protected]) 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.
