TIDM17EW TIDMTSCO

RNS Number : 7887X

Tesco Corporate Treasury Services

01 May 2019

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 Corporate Treasury Services PLC announces final results of its Tender Offer for its EUR500,000,000 2.125 per cent. Notes due 2020 and guaranteed by Tesco PLC

and

Tesco PLC announces final results of its Tender Offers for its GBP350,000,000 5.50 per cent. Notes due 2019, GBP900,000,000 6.125 per cent. Notes due 2022, GBP515,000,000 5 per cent. Notes due 2023, GBP200,000,000 6 per cent. Notes due 2029, GBP200,000,000 5.50 per cent. Notes due 2033, GBP300,000,000 4.875 per cent. Notes due 2042 and GBP500,000,000 5.20 per cent. Notes due 2057

1 May 2019.

On 23 April 2019, Tesco Corporate Treasury Services PLC (TCTS) announced an invitation to holders of its outstanding EUR500,000,000 2.125 per cent. Notes due 2020 and guaranteed by Tesco (as defined below) (ISIN: XS0992638220) (the 2020 Notes) and Tesco PLC (Tesco and, together with TCTS, the Offerors) announced separate invitations to holders of its outstanding (a) GBP350,000,000 5.50 per cent. Notes due 2019 (ISIN: XS0159013068) (the 2019 Notes), (b) GBP900,000,000 6.125 per cent. Notes due 2022 (ISIN: XS0414345974) (the 2022 Notes), (c) GBP515,000,000 5 per cent. Notes due 2023 (ISIN: XS0248392812) (the 2023 Notes), (d) GBP200,000,000 6 per cent. Notes due 2029 (ISIN: XS0105244585) (the 2029 Notes), (e) GBP200,000,000 5.50 per cent. Notes due 2033 (ISIN: XS0159013142) (the 2033 Notes), (f) GBP300,000,000 4.875 per cent. Notes due 2042 (ISIN: XS0248395245) (the 2042 Notes) and (g) GBP500,000,000 5.20 per cent. Notes due 2057 (ISIN: XS0289810318) (the 2057 Notes and, together with the 2019 Notes, the 2020 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 TCTS or Tesco, as applicable, for cash (each such invitation an Offer and, together, the Offers).

The Offers expired at 5.00 p.m. (London time) on 30 April 2019 (the Expiration Deadline) and TCTS and Tesco now announce 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 23 April 2019 (the Tender Offer Memorandum) prepared by the Offerors. Capitalised terms used in this announcement but not defined have the meanings given to them in the Tender Offer Memorandum.

Series Acceptance Amounts and Scaling Factors

TCTS (in the case of the 2020 Notes) and Tesco (in the case of each Series other than the 2020 Notes) announce that they have decided to accept, subject to the satisfaction (or waiver) of the New Financing Condition on or prior to the Settlement Date, valid tenders of 2019 Notes, 2020 Notes, 2022 Notes, 2023 Notes, 2029 Notes, 2033 Notes, 2042 Notes and 2057 Notes pursuant to the relevant Offers on the basis set out in the table below, and each Series Acceptance Amount, and the applicable Scaling Factors that will apply 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.

A summary of the final pricing for, and results of, the Offers appears below:

 
                 Aggregate         Scaling         Benchmark         Purchase           Purchase           Purchase 
               Nominal Amount       Factor          Security          Spread             Yield*              Price 
                Accepted for                          Rate 
                  Purchase 
-----------  ----------------  ---------------  ---------------  ---------------  -------------------  --------------- 
 2019 Notes        GBP0            0.0 per       Not Applicable   Not Applicable     Not Applicable     Not Applicable 
                                     cent. 
-----------  ----------------  ---------------  ---------------  ---------------  -------------------  --------------- 
 2020 Notes        EUR0            0.0 per       Not Applicable   Not Applicable     Not Applicable     Not Applicable 
                                     cent. 
-----------  ----------------  ---------------  ---------------  ---------------  -------------------  --------------- 
 2022 Notes   GBP113,561,000       50.0 per        0.738 per         + 85 bps          1.594 per           112.375 
                                     cent.            cent.                               cent.            per cent. 
-----------  ----------------  ---------------  ---------------  ---------------  -------------------  --------------- 
 2023 Notes    GBP78,090,000    Not Applicable     0.845 per         + 95 bps          1.803 per           111.913 
                                                      cent.                               cent.            per cent. 
-----------  ----------------  ---------------  ---------------  ---------------  -------------------  --------------- 
 2029 Notes    GBP49,808,000    Not Applicable     1.136 per        + 175 bps          2.907 per           127.890 
                                                      cent.                               cent.            per cent. 
-----------  ----------------  ---------------  ---------------  ---------------  -------------------  --------------- 
 2033 Notes    GBP41,234,000    Not Applicable     1.372 per        + 180 bps          3.197 per           125.211 
                                                      cent.                               cent.            per cent. 
 2042 Notes    GBP11,299,000    Not Applicable     1.657 per        + 210 bps          3.792 per           116.365 
                                                      cent.                               cent.            per cent. 
                                                                                                       --------------- 
 2057 Notes    GBP42,650,000    Not Applicable     1.597 per        + 215 bps          3.747 per           129.256 
                                                      cent.                              cent.             per cent. 
                                                                                   (semi-annualised) 
 * Annual compounding basis, except where stated otherwise. 
 

TCTS or Tesco, as applicable, will also pay an Accrued Interest Payment in respect of Notes accepted for purchase pursuant to the Offers.

Subject to the satisfaction (or waiver) of the New Financing Condition, the Settlement Date in respect of any Notes accepted for purchase pursuant to the Offers is expected to be 2 May 2019. Following settlement of the Offers, GBP96,904,000 in aggregate nominal amount of the 2019 Notes, EUR500,000,000 in aggregate nominal amount of the 2020 Notes, GBP416,993,000 in aggregate nominal amount of the 2022 Notes, GBP92,974,000 in aggregate nominal amount of the 2023 Notes, GBP47,849,000 in aggregate nominal amount of the 2029 Notes, GBP108,621,000 in aggregate nominal amount of the 2033 Notes, GBP20,275,000 in aggregate nominal amount of the 2042 Notes and GBP30,100,000 in aggregate nominal amount of the 2057 Notes will remain outstanding.

HSBC Bank plc (Telephone: +44 20 7992 6237; Attention: Liability Management Group; Email: LM_EMEA@hsbc.com); J.P. Morgan Securities plc (Telephone: +44 20 7134 2468; Attention: Liability Management; Email: emea_lm@jpmorgan.com); NatWest Markets plc (Telephone: +44 20 7678 5222; Attention: Liability Management; Email: liabilitymanagement@natwestmarkets.com); and RBC Europe Limited (Telephone: +44 20 7029 7063; Attention: Liability Management Group; Email: liability.management@rbccm.com) are acting as Dealer Managers in respect of the Offers made to Relevant Noteholders.

Lucid Issuer Services Limited (Telephone: + 44 20 7704 0880; Attention: Arlind Bytyqi; Email: tesco@lucid-is.com) is acting as Information and Tender Agent for the Offers.

This announcement is released by Tesco PLC and Tesco Corporate Treasury Services 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: 21380018AJDKNF3A6712

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 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 Offerors, the Dealer Managers and the Information and Tender Agent to inform themselves about, and to observe, any such restrictions.

This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct 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

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May 01, 2019 10:15 ET (14:15 GMT)

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