TIDM17EW TIDMTSCO
RNS Number : 5009U
Tesco Corporate Treasury Services
25 November 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 (SEE "OFFER AND
DISTRIBUTION RESTRICTIONS" BELOW).
Tesco Corporate Treasury Services PLC announces a Tender Offer
for its EUR500,000,000 2.125 per cent. Notes due 2020 and
guaranteed by Tesco PLC
25 November 2019
Tesco Corporate Treasury Services PLC (the Company) announces
today an invitation to holders of its outstanding EUR500,000,000
2.125 per cent. Notes due 2020 and guaranteed by Tesco PLC (Tesco)
(ISIN: XS0992638220) (the Notes) to tender any and all of their
Notes for purchase by the Company for cash (such invitation, the
Offer).
The Offer is being made on the terms and subject to the
conditions contained in the tender offer memorandum dated 25
November 2019 (the Tender Offer Memorandum) prepared by the
Company, and is subject to the offer restrictions set out below and
as more fully described in the Tender Offer Memorandum.
Copies of the Tender Offer Memorandum are (subject to
distribution restrictions) available from the Information and
Tender Agent as set out below. Capitalised terms used in this
announcement but not defined have the meanings given to them in the
Tender Offer Memorandum.
Summary of the Offer
Description ISIN / Outstanding Nominal First Optional Amount subject
of the Notes Common Code Amount Purchase Yield* Redemption Date to the Offer
-------------------- -------------------- -------------------- ---------------- ----------------- ---------------
EUR500,000,000 XS0992638220 / EUR500,000,000 -0.25 per cent. 12 August 2020 Any and all
2.125 per cent. 099263822
Notes
due 2020
* For information purposes only, the Purchase Price will, when
determined in the manner described in the Tender Offer Memorandum
on the basis of a Settlement Date of 4 December 2019, be 101.638
per cent. Should the Settlement Date in respect of any Notes
accepted for purchase pursuant to the Offer differ from 4 December
2019, the Purchase Price will be recalculated, all as further
described in the Tender Offer Memorandum.
Rationale for the Offer
The Offer is being made in the context of Tesco's stated aim of
maintaining a strong balance sheet. The Company intends to cancel
any Notes purchased by it.
Purchase Price and Accrued Interest
The Company will pay for any Notes validly tendered and accepted
for purchase by the Company pursuant to the Offer a purchase price
for such Notes (the Purchase Price) to be determined by reference
to a fixed purchase yield of -0.25 per cent. (the Purchase
Yield).
The Purchase Price will be determined in accordance with market
convention and expressed as a percentage of the nominal amount of
the Notes accepted for purchase pursuant to the Offer (rounded to
the nearest 0.001 per cent., with 0.0005 per cent. rounded
upwards), and is intended to reflect a yield to 12 August 2020
(being the first optional call date in respect of the Notes) on the
Settlement Date based on the Purchase Yield. Specifically, the
Purchase Price will equal (a) the value of all remaining payments
of principal and interest on the Notes up to and including 12
August 2020 (assuming all outstanding Notes are redeemed at their
principal amount on 12 August 2020), discounted to the Settlement
Date at a discount rate equal to the Purchase Yield, minus (b)
Accrued Interest.
The Company will also pay an Accrued Interest Payment in respect
of any Notes accepted for purchase pursuant to the Offer.
New Financing Condition
On 25 November 2019, Tesco announced that the Company intends to
issue a new series of euro-denominated fixed rate notes to be
guaranteed by Tesco (the New Notes) under the GBP15,000,000,000
Euro Note Programme of the Company and Tesco (the Programme),
subject to market conditions.
Whether the Company will purchase any Notes validly tendered in
the Offer is conditional, without limitation, on the successful
completion (in the sole determination of the Company and Tesco) of
the offering of the New Notes (the New Financing Condition).
Even if the New Financing Condition is satisfied (or waived),
the Company is under no obligation to accept for purchase any Notes
validly tendered pursuant to the Offer. The acceptance by the
Company of Notes validly tendered pursuant to the Offer is at the
sole discretion of the Company and tenders may be rejected by the
Company for any reason.
Any investment decision to purchase any New Notes should be made
solely on the basis of the information contained in: (i) the
offering circular dated 28 June 2019 prepared in connection with
the Programme, as supplemented by the supplementary offering
circulars dated 29 October 2019 and 22 November 2019 (together, the
Programme Offering Circular); and (ii) the final terms to be
prepared in connection with the New Notes, and no reliance is to be
placed on any representations other than those contained in the
Programme Offering Circular.
The New Notes, and the guarantee thereof, are not being, and
will not be, offered or sold in the United States. Nothing in the
Tender Offer Memorandum constitutes an offer to sell or the
solicitation of an offer to buy the New Notes, or the guarantee
thereof, in the United States or any other jurisdiction. Securities
may not be offered, sold or delivered in the United States absent
registration under, or an exemption from the registration
requirements of, the United States Securities Act of 1933, as
amended (the Securities Act). The New Notes, and the guarantee
thereof, have not been, and will not be, registered under the
Securities Act or the securities laws of any state or other
jurisdiction of the United States and may not be offered, sold or
delivered, directly or indirectly, within the United States or to,
or for the account or benefit of, U.S. persons.
No action has been or will be taken in any jurisdiction in
relation to the New Notes to permit a public offering of
securities.
Allocation of the New Notes
When considering allocation of the New Notes, the Company may
give preference to those Noteholders who, prior to such allocation,
have validly tendered or have given a firm intention to the Company
or any Dealer Manager that they intend to tender their Notes for
purchase pursuant to the Offer. Therefore, a Noteholder who wishes
to subscribe for New Notes in addition to tendering its Notes for
purchase pursuant to the Offer may be eligible to receive, at the
sole and absolute discretion of the Company, priority in the
allocation of the New Notes, subject to the issue of the New Notes
and such Noteholder making a separate application for the purchase
of such New Notes to a Dealer Manager (in its capacity as a joint
lead manager of the issue of the New Notes) in accordance with the
standard new issue procedures of such Dealer Manager. However, the
Company is not obliged to allocate the New Notes to a Noteholder
who has validly tendered or indicated a firm intention to tender
its Notes for purchase pursuant to the Offer and, if New Notes are
allocated, the nominal amount thereof may be less or more than the
nominal amount of Notes tendered by such Noteholder and accepted
for purchase by the Company pursuant to the Offer.
Acceptance and no scaling
If the Company decides to accept valid tenders of Notes pursuant
to the Offer, the Company will (subject to the satisfaction (or
waiver) of the New Financing Condition) accept for purchase all of
the Notes that are validly tendered and there will be no scaling of
any tenders of Notes for purchase.
Tender Instructions
In order to participate in, and be eligible to receive the
Purchase Price and Accrued Interest Payment pursuant to the Offer,
Noteholders must validly tender their Notes by delivering, or
arranging to have delivered on their behalf, a valid Tender
Instruction that is received by the Information and Tender Agent by
4.00 p.m. (London time) on 29 November 2019, unless extended,
re-opened, amended and/or terminated as provided in the Tender
Offer Memorandum (the Expiration Deadline).
Tender Instructions will be irrevocable except in the limited
circumstances described in the Tender Offer Memorandum.
Tender Instructions must be submitted in respect of a minimum
nominal amount of EUR100,000, being the minimum denomination of the
Notes, and may thereafter be submitted in integral multiples of
EUR1,000 in nominal amount of the Notes.
Indicative Timetable for the key events relating to the
Offer
Events Times and Dates
(All times are London time)
Commencement of the Offer
Offer announced. Tender Offer Memorandum available from Monday, 25 November 2019
the Information and Tender Agent.
Expiration Deadline
Final deadline for receipt of valid Tender Instructions 4.00 p.m. on Friday, 29 November 2019
by the Information and Tender Agent
in order for Noteholders to be able to participate in the
Offer.
Announcement of Results and Pricing
Announcement of whether the Company will accept (subject As soon as reasonably practicable on Monday, 2 December
to the satisfaction (or waiver) of 2019
the New Financing Condition on or prior to the Settlement
Date) valid tenders of Notes pursuant
to the Offer and, if so accepted, the aggregate nominal
amount of the Notes accepted for purchase
and confirmation of the Purchase Price.
Settlement Date
Subject to the satisfaction (or waiver) of the New Wednesday, 4 December 2019
Financing Condition, expected Settlement
Date for the Offer.
The times and dates above are indicative only. The Company may,
in its sole discretion, extend, re-open, amend, waive any condition
of or terminate the Offer made by it at any time (subject to
applicable law and as provided in the Tender Offer Memorandum) and
the above times and dates are subject to the right of the Company
to so extend, re-open, amend and/or terminate the Offer.
Accordingly, the actual timetable may differ significantly from the
timetable above.
Noteholders are advised to check with any bank, securities
broker or other intermediary through which they hold Notes when
such intermediary would need to receive instructions from a
Noteholder in order for that Noteholder to be able to participate
in, or (in the limited circumstances in which revocation is
permitted) revoke their instruction to participate in, the Offer
before the deadlines set out above. The deadlines set by any such
intermediary and each Clearing System for the submission and (where
permitted) withdrawal of Tender Instructions will be earlier than
the relevant deadlines set out above and in the Tender Offer
Memorandum.
Unless stated otherwise, announcements in connection with the
Offer will be made (i) by publication through RNS and (ii) by the
delivery of notices to the Clearing Systems for communication to
Direct Participants. Such announcements may also be made on the
relevant Reuters Insider Screen and by the issue of a press release
to a Notifying News Service. Copies of all such announcements,
press releases and notices can also be obtained upon request from
the Information and Tender Agent, the contact details for which are
below. Significant delays may be experienced where notices are
delivered to the Clearing Systems and Noteholders are urged to
contact the Information and Tender Agent for the relevant
announcements during the course of the Offer.
Noteholders are advised to read carefully the Tender Offer
Memorandum for full details of, and information on the procedures
for, participating in the Offer.
Questions and requests for assistance in connection with (i) the
Offer may be directed to the Dealer Managers, and (ii) the delivery
of Tender Instructions may be directed to the Information and
Tender Agent, the contact details for each of which are set out
below.
Banco Santander, S.A. - London Branch (Telephone: +44 20 7756
6909 / +44 20 7756 6646 / Attention: Liability Management / Email:
tommaso.grospietro@santanderCIB.co.uk /
king.cheung@santanderCIB.co.uk); Barclays Bank PLC (Telephone: +44
20 3134 8515 / Attention: Liability Management Group / Email:
eu.lm@barclays.com); BNP Paribas (Telephone: +44 20 7595 8668 /
Attention: Liability Management Group / Email:
liability.management@bnpparibas.com); and SMBC Nikko Capital
Markets Limited (Telephone: +44 20 3527 7545 / Attention: Liability
Management / Email: LM.EMEA@smbcnikko-cm.com) are acting as Dealer
Managers in respect of the Offer.
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 Offer.
This announcement is released by 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 Offer 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.
LEI Number: 21380018AJDKNF3A6712
DISCLAIMER This announcement must be read in conjunction with
the Tender Offer Memorandum. This announcement and the Tender Offer
Memorandum contain important information which should be read
carefully before any decision is made with respect to the Offer. If
any Noteholder is in any doubt as to the contents of the Tender
Offer Memorandum or the action it should take, it is recommended to
seek its own financial advice, including in respect of any tax
consequences, from its broker, bank manager, solicitor, accountant
or other independent financial, tax or legal adviser. Any
individual or company whose Notes are held on its behalf by a
broker, dealer, bank, custodian, trust company or other nominee
must contact such entity if it wishes to tender such Notes pursuant
to the Offer. None of the Company, Tesco, the Dealer Managers or
the Information and Tender Agent or any of their respective
directors, employees or affiliates makes any recommendation whether
Noteholders should tender Notes pursuant to the Offer.
OFFER AND DISTRIBUTION RESTRICTIONS
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,
Tesco, the Dealer Managers and the Information and Tender Agent to
inform themselves about, and to observe, any such restrictions.
Nothing in this announcement nor the Tender Offer Memorandum
constitutes (i) an offer to buy or a solicitation of an offer to
sell the Notes (and tenders of Notes in the Offer will not be
accepted from any Noteholders) in any circumstances in which such
offer or solicitation is unlawful or (ii) an offer to sell or a
solicitation of an offer to buy the New Notes. In those
jurisdictions where the securities, blue sky or other laws require
the Offer to be made by a licensed broker or dealer and any Dealer
Manager or any of the Dealer Managers' respective affiliates is
such a licensed broker or dealer in any such jurisdiction, the
Offer shall be deemed to be made by such Dealer Manager or such
affiliate, as the case may be, on behalf of the Company in such
jurisdiction.
No action has been or will be taken in any jurisdiction in
relation to the New Notes that would permit a public offering of
securities and the minimum denomination of the New Notes will be
EUR100,000.
United States
The Offer is not being made, and will not be made, directly or
indirectly in or into, or by use of the mails of, or by any means
or instrumentality of interstate or foreign commerce of or of any
facilities of a national securities exchange of, the United States.
This includes, but is not limited to, facsimile transmission,
electronic mail, telex, telephone, the internet and other forms of
electronic communication. The Notes may not be tendered in the
Offer by any such use, means, instrumentality or facility from or
within the United States or by persons located or resident in the
United States. Accordingly, copies of this announcement, the Tender
Offer Memorandum and any other documents or materials relating to
the Offer are not being, and must not be, directly or indirectly
mailed or otherwise transmitted, distributed or forwarded
(including, without limitation, by custodians, nominees or
trustees) in or into the United States or to any persons located or
resident in the United States. Any purported tender of Notes in the
Offer resulting directly or indirectly from a violation of these
restrictions will be invalid and any purported tender of Notes made
by a person located in the United States or any agent, fiduciary or
other intermediary acting on a non-discretionary basis for a
principal giving instructions from within the United States will be
invalid and will not be accepted.
Neither this announcement nor the Tender Offer Memorandum is an
offer of securities for sale in the United States or to U.S.
persons (as defined in Regulation S of the Securities Act (each a
U.S. Person)). Securities may not be offered or sold in the United
States absent registration under, or an exemption from the
registration requirements of, the Securities Act. The New Notes,
and the guarantee thereof, have not been, and will not be,
registered under the Securities Act or the securities laws of any
state or other jurisdiction of the United States, and may not be
offered, sold or delivered, directly or indirectly, in the United
States or to, or for the account or benefit of, U.S. persons.
Each Noteholder participating in the Offer will represent that
it is not located in the United States and is not participating in
the Offer from the United States, or it is acting on a
non-discretionary basis for a principal located outside the United
States that is not giving an order to participate in the Offer from
the United States. For the purposes of this and the above two
paragraphs, United States means 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 and the
District of Columbia.
Italy
None of the Offer, this announcement, the Tender Offer
Memorandum or any other document or materials relating to the Offer
have been or will be submitted to the clearance procedures of the
Commissione Nazionale per le Società e la Borsa (CONSOB) pursuant
to Italian laws and regulations. The Offer is being carried out in
Italy as an exempted offer pursuant to article 101-bis, paragraph
3-bis of the Legislative Decree No. 58 of 24 February 1998, as
amended (the Financial Services Act) and article 35-bis, paragraph
4 of CONSOB Regulation No. 11971 of 14 May 1999, as amended.
Noteholders or beneficial owners of the Notes that are located in
Italy can tender Notes for purchase in the Offer through authorised
persons (such as investment firms, banks or financial
intermediaries permitted to conduct such activities in the Republic
of Italy in accordance with the Financial Services Act, CONSOB
Regulation No. 20307 of 15 February 2018, as amended from time to
time, and Legislative Decree No. 385 of 1 September 1993, as
amended) and in compliance with applicable laws and regulations or
with requirements imposed by CONSOB or any other Italian
authority.
United Kingdom
The communication of this announcement, the Tender Offer
Memorandum and any other documents or materials relating to the
Offer is not being made and such documents and/or materials have
not been approved by an authorised person for the purposes of
section 21 of the Financial Services and Markets Act 2000.
Accordingly, such documents and/or materials are not being
distributed to, and must not be passed on to, the general public in
the United Kingdom. The communication of such documents and/or
materials as a financial promotion is only being made to those
persons in the United Kingdom falling within the definition of
investment professionals (as defined in Article 19(5) of the
Financial Services and Markets Act 2000 (Financial Promotion) Order
2005 (the Financial Promotion Order)) or persons who are within
Article 43 of the Financial Promotion Order or any other persons to
whom it may otherwise lawfully be made under the Financial
Promotion Order.
France
The Offer is not being made, directly or indirectly, to the
public in the Republic of France (France). Neither this
announcement, the Tender Offer Memorandum nor any other document or
material relating to the Offer has been or shall be distributed to
the public in France and only (i) providers of investment services
relating to portfolio management for the account of third parties
(personnes fournissant le service d'investissement de gestion de
portefeuille pour compte de tiers) and/or (ii) qualified investors
(investisseurs qualifiés), other than individuals, acting for their
own account, all as defined in, and in accordance with, Articles
L.411-1, L.411-2 and D.411-1 of the French Code monétaire et
financier, are eligible to participate in the Offer. Neither this
announcement nor the Tender Offer Memorandum has been or will be
submitted for clearance to or approved by the Autorité des Marchés
Financiers.
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
TENMMMZMRKGGLZG
(END) Dow Jones Newswires
November 25, 2019 03:28 ET (08:28 GMT)
Copyright (c) 2019 Dow Jones & Company, Inc.
Tesco (PK) (USOTC:TSCDY)
Historical Stock Chart
From Mar 2024 to Apr 2024
Tesco (PK) (USOTC:TSCDY)
Historical Stock Chart
From Apr 2023 to Apr 2024
