TIDMSBRY
RNS Number : 9449T
Sainsbury(J) PLC
23 July 2015
23 July 2015
NOT FOR DISTRIBUTION IN OR INTO THE U.S. (OR TO U.S. PERSONS),
CANADA, AUSTRALIA, OR JAPAN, OR IN ANY OTHER JURISDICTION IN WHICH
SUCH DISTRIBUTION WOULD BE PROHIBITED BY APPLICABLE LAW
J Sainsbury plc raises GBP250 million of 2.875% perpetual
subordinated convertible bonds and sets the terms of a GBP250
million 6.50% perpetual subordinated non-convertible hybrid bond
offering
J Sainsbury plc (the "Company") today announces the final terms
of its offering of GBP250 million perpetual subordinated
convertible bonds (the "Convertible Bonds") and GBP250 million
perpetual subordinated non-convertible hybrid bonds (the "Hybrid
Bonds" and together with the Convertible Bonds, the "Bonds").
The aggregate proceeds of the combined offering will be used for
the general corporate purposes of the group, including via
on-lending to subsidiaries and by way of contributions to the
group's pension funds.
From the Closing Date to (but excluding) 30 July 2020 (the
"Hybrid First Reset Date"), the Hybrid Bonds will have a coupon of
6.50% per annum. From the Closing Date to (but excluding) 30 July
2021 (the "Convertible First Reset Date" and together with the
Hybrid First Reset Date, each a "First Reset Date"), the
Convertible Bonds will have a coupon of 2.875% per annum. Following
each respective First Reset Date, interest will increase to an
interest rate of the then 5 year Swap Rate plus the initial Hybrid
Bond's credit spread plus a 500bps step-up margin, subject to a
reset every five years thereafter.
The Company may, subject to certain conditions, elect to defer
all or part of any scheduled interest payment. Any such non-payment
of interest will not constitute an event of default or breach of
obligations and shall itself bear interest for so long as the
interest due shall remain unpaid.
The Bonds will be issued at 100% of their principal amount and
have no fixed redemption date. The Bonds may be optionally redeemed
by the Company at 100% of their principal amount on each respective
First Reset Date and each fifth anniversary of each respective
First Reset Date, together with any accrued and unpaid interest and
any outstanding Arrears of Interest.
The Convertible Bonds will be optionally convertible into fully
paid new and/or existing ordinary shares ("Ordinary Shares") of the
Company until the seventh day prior to the Convertible First Reset
Date. The initial conversion price has been set at 348.6417 pence,
a 30% premium to the reference share price.
Settlement and delivery of the Bonds are expected to take place
on 30 July 2015 (the "Closing Date").
It is intended that application will be made for the Bonds to be
listed on the official list of the Channel Islands Securities
Exchange Authority Limited prior to each respective first interest
payment date.
Deutsche Bank AG, London Branch, Morgan Stanley & Co.
International plc and UBS Limited are acting as Joint Bookrunners
on both transactions. Banco Santander, S.A., Lloyds Bank plc and
Mitsubishi UFJ Securities International plc are acting as
Co-Bookrunners on the Convertible Bonds offering and Barclays Bank
PLC, BNP Paribas and Mitsubishi UFJ Securities International plc
are acting as Passive Bookrunners on the Hybrid Bonds offering
(together with the Joint Bookrunners, the "Bookrunners").
For further information, please contact:
Media Enquiries:
Rebecca Reilly
+44 (0)20 7695 7295
Investor Relations:
Duncan Cooper
+44 (0)20 7695 0080
IMPORTANT NOTICE
The information contained in this announcement is for background
purposes only and does not purport to be full or complete.
This announcement is not for publication or distribution,
directly or indirectly, in or into the United States or to U.S.
persons (each as defined in Regulation S under the U.S. Securities
Act of 1933, as amended (the "Securities Act")). The Bonds and the
Ordinary Shares to be issued upon conversion of the Convertible
Bonds have not been and will not be registered under the Securities
Act and the Bonds are subject to U.S. tax law requirements. The
distribution of this announcement may be restricted by law in
certain jurisdictions and persons into whose possession any
document or other information referred to herein comes should
inform themselves about and observe any such restriction. Any
failure to comply with these restrictions may constitute a
violation of the securities laws of any such jurisdiction.
This announcement does not constitute or form part of an offer
to sell securities or the solicitation of any offer to subscribe
for or otherwise buy any securities to any person in the United
States, Australia, Canada, Japan or in any other jurisdiction to
whom or in which offers or sales is unlawful. The Bonds and
Ordinary Shares referred to in this announcement have not been and
will not be registered in the United States under the Securities
Act and may not be offered or sold in the United States unless
registered under the Securities Act or offered in a transaction
exempt from, or not subject to, the registration requirements of
the Securities Act. Subject to certain exceptions, the Bonds and
Ordinary Shares referred to herein may not be offered or sold in
Australia, Canada or Japan or to, or for the account or benefit of,
any national, resident or citizen of Australia, Canada or Japan.
There will be no public offer of the securities in the United
States, Australia, Canada or Japan.
The offering of the Bonds is addressed to, and directed in
member states of the European Economic Area which have implemented
the Prospectus Directive (the "Prospectus Directive") at, persons
who are "qualified investors" within the meaning of Article 2(1)(e)
of the Prospectus Directive (directive 2003/71/EC, as amended)
("qualified investors"). In addition, in the United Kingdom, the
offering of the Bonds is directed only at qualified investors (i)
who have professional experience in matters relating to investments
falling within Article 19(5) of the Financial Services and Markets
Act 2000 (Financial Promotion) Order 2005, as amended (the "Order")
and qualified investors falling within Article 49(2)(a) to (d) of
the Order (all such persons together being referred to as "relevant
persons"), and (ii) to whom it may otherwise lawfully be
communicated under the Order. This announcement must not be acted
on or relied on by persons who are not relevant persons in the
United Kingdom or qualified investors as the case may be. Any
investment or investment activity to which this announcement
relates is available only to relevant persons and qualified
investors and will be engaged in only with relevant persons or
qualified investors as the case may be.
Acquiring investments to which this announcement relates may
expose an investor to a significant risk of losing all of the
amount invested. Persons considering making such investments should
consult an authorised person specialising in advising on such
investments. This announcement does not constitute a recommendation
concerning the Bonds. The value of the Bonds can decrease as well
as increase. Potential investors should consult a professional
adviser as to the suitability of the Bonds for the person
concerned.
Each of the Bookrunners, each of which is authorised and
supervised by the Prudential Regulation Authority and is subject to
regulation by the Financial Conduct Authority, is acting
exclusively for the Company and no one else in connection with the
offering of the Bonds and will not be responsible to any other
person for providing the protections afforded to clients of such
Bookrunner, respectively, or for providing advice in relation to
the offering of the Bonds or any other transaction, matter or
arrangement referred to in this announcement.
Each of the Company, the Bookrunners and their respective
affiliates expressly disclaims any obligation or undertaking to
update, review or revise any statement contained in this
announcement whether as a result of new information, future
developments or otherwise.
In connection with the offering of the Bonds, the Bookrunners
and any of their respective affiliates, acting as investors for
their own accounts, may subscribe for or purchase Bonds and in that
capacity may retain, purchase, sell, offer to sell or otherwise
deal for their own accounts in such Bonds and any other securities
of the Company or related investments in connection with the Bonds,
the Company or otherwise. Accordingly, references to the Bonds
being issued, offered, subscribed, acquired, placed or otherwise
dealt in should be read as including any issue or offer to, or
subscription, acquisition, placing or dealing by, the Bookrunners
and any of their respective affiliates acting as investors for
their own accounts. None of the Bookrunners intends to disclose the
extent of any such investment or transactions otherwise than in
accordance with any legal or regulatory obligations to do so.
None of the Bookrunners or any of their respective directors,
officers, employees, affiliates, advisers or agents accepts any
responsibility, duty or liability whatsoever for or makes any
representation or warranty, express or implied, as to the truth,
accuracy or completeness of the information in this announcement
(or whether any information has been omitted from the announcement)
or any other information relating to the Company, its other
subsidiaries or associated companies, whether written, oral or in a
visual or electronic form, and howsoever transmitted or made
available or for any loss howsoever arising from any use of this
announcement or its contents or otherwise arising in connection
therewith.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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