31 January 2019
NEXT PLC AND NEXT GROUP PLC
NOTICE OF ISSUER SUBSTITUTION
THIS NOTICE is addressed to the holders (the "Bondholders") of the following bonds issued by NEXT plc (the "Original Issuer"):
· £325 million 5.375 per cent. Bonds due 2021 (ISIN: XS0630204351);
· £250 million 4.375 per cent. Bonds due 2026 (ISIN: XS0975833319); and
· £300 million 3.625 per cent. Bonds due 2028 (ISIN: XS1410414954),
(together, the "Bonds") and is issued pursuant to the terms and conditions of the Bonds and the terms of their respective trust deeds (the "Trust Deeds").
In respect of each of the Bonds and pursuant to:
(i) Clause 20 (Substitution) of the Trust Deed;
(ii) Clause 13 (Substitution) of the Terms And Conditions Of The Bonds; and
(iii) a supplemental trust deed dated 31 January 2019 between, among others, the Original Issuer, NEXT Group plc (the "Substitute Issuer") and The Law Debenture Trust Corporation p.l.c. as trustee of the Bonds (the "Supplemental Trust Deed"),
with effect on and from 31 January 2019, the Substitute Issuer will be substituted in place of the Original Issuer as principal obligor under each of the Bonds (the "Substitution"). The Supplemental Trust Deeds became effective on 31 January 2019, upon which date the Substitution occurred (the "Substitution Date"). From and including the Substitution Date, the Bonds become the liability of the Substitute Issuer and they will be unconditionally and irrevocably guaranteed by the Original Issuer.
Details of the terms of the Substitution are set out in the Supplemental Trust Deeds. Copies of the Supplemental Trust Deeds are available for inspection from the Principal Paying Agent whose address is set out below. Information relating to the Substitute Issuer can be found on https://www.nextplc.co.uk/.
For further information regarding the matters set out in this announcement, Bondholders should contact the Principal Paying Agent.
PRINCIPAL PAYING AGENT
HSBC Bank plc
8 Canada Square
London E14 5HQ
NOTICE OF HOME MEMBER STATE
Next Group plc hereby confirms that, in accordance with the requirements of and for the purposes of DTR 6.4.2, the United Kingdom is its Home Member State.
BACKGROUND
NEXT Group plc (registered number 11118708) was incorporated as a direct, wholly-owned subsidiary of NEXT plc and as an intermediate holding company between NEXT plc and its other subsidiaries (together, the "Group"), as part of a capital reorganisation of the Group.
This capital reorganisation was to enable the Group to maintain flexibility to use its long established policy of returning free cash flow to shareholders through share buybacks and special dividends (the "Share Buyback Policy") by creating additional headroom in the Group's distributable reserves.
In order for the Group not to be constrained in the use of its Share Buyback Policy, NEXT plc has now obtained the requisite consent from each of the bond trustees and each of its lending banks to substitute NEXT Group plc for itself as the primary obligor under all of its existing debt obligations, including each of the Bonds and its bank facilities.
Seonna Anderson
Company Secretary
