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)

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