TIDMBB90
RNS Number : 6801M
Lewis(John) PLC
17 October 2016
NOT FOR DISTRIBUTION IN OR INTO OR TO ANY PERSON LOCATED OR
RESIDENT IN THE UNITED STATES, ITS TERRITORIES AND POSSESSIONS, ANY
STATE OF THE UNITED STATES OR THE DISTRICT OF COLUMBIA (INCLUDING
PUERTO RICO, THE US VIRGIN ISLANDS, GUAM, AMERICAN SAMOA, WAKE
ISLAND AND THE NORTHERN MARIANA ISLANDS) OR IN OR INTO OR TO ANY
PERSON LOCATED OR RESIDENT IN ANY OTHER JURISDICTION WHERE IT IS
UNLAWFUL TO DISTRIBUTE THIS DOCUMENT.
John Lewis plc
17 October 2016
Announcement of Consent Solicitations in respect of certain
Bonds
John Lewis plc (the "Issuer" or "John Lewis" or the "Company")
announced today invitations to holders of each series of bonds
("Holders") described in the table below (together the "Bonds", and
each series of the Bonds a "Series") to consent to certain
amendments to the terms and conditions of the relevant Bonds as
described under "Proposals" below (each such invitation a "Consent
Solicitation" and collectively the "Consent Solicitations").
This announcement does not contain the full terms and conditions
of the Consent Solicitations, which are contained in the consent
solicitation memorandum dated 17 October 2016 (the "Consent
Solicitation Memorandum") prepared by the Issuer. Subject to the
restrictions described below, Holders may obtain a copy of the
Consent Solicitation Memorandum from the Tabulation Agent, the
contact details for which are set out below. In order to receive a
copy of the Consent Solicitation Memorandum, a Holder will be
required to provide certain confirmations as to his or her status
as a Holder. Holders are advised to read carefully the Consent
Solicitation Memorandum.
Capitalised terms used in this announcement but not defined have
the meanings given to them in the Consent Solicitation
Memorandum.
Details of the Bonds
Description ISIN Outstanding
principal
amount
GBP275,000,000 8.375 per XS0421003665 GBP275,000,000
cent. Bonds due 2019
GBP300,000,000 6.125 per XS0527985583 GBP300,000,000
cent. Bonds due 2025
GBP300,000,000 4.250 per XS1140961563 GBP300,000,000
cent. Bonds due 2034
Proposals
The purpose of each Consent Solicitation is:
(A) amend Condition 4(A) (Covenants - Restrictions on borrowing
and charging) of the Conditions of each Series and insert new
definitions of "Cash and Cash Equivalents" and "Net Moneys
Borrowed" therein, such that the borrowing covenant set out in
Condition (4)(A)(1)(a) shall refer to the net borrowings of John
Lewis rather than to gross borrowings as is currently the case;
and
(B) insert a new Condition 4(C) (Investment Grade Rating Period)
into the Conditions of each Series, such that, for so long as such
Series or the unsecured unsubordinated debt obligations of John
Lewis (as applicable) is assigned an Investment Grade Rating by one
or more of the Rating Agencies, the borrowing covenants in
Condition 4(A) shall cease to apply to John Lewis,
(together, the "Proposals").
In respect of each Series, the Proposals relating to such Series
have been proposed by the Issuer for approval by an extraordinary
resolution of the holders of such Series (an "Extraordinary
Resolution") at a meeting of such holders (each such meeting a
"Meeting").
Rationale for the Consent Solicitations
The covenants contained in John Lewis' three Sterling bonds were
originally put in place when the Company issued its first benchmark
bond back in 1989, and would otherwise be in place in their current
form until 2034, when the longest-dated bond matures. John Lewis is
requesting approval for the Proposals to:
-- align the total borrowings covenant more closely with market precedents, allowing for a fairer reflection of the
Company's balance sheet strength given its build-up of significant cash balances; and
-- reflect the possibility that John Lewis may obtain a credit rating in the future, in which case it would be
consistent with market practice for the existing borrowing covenants not to apply for so long as the Issuer is
assigned an investment grade rating.
Meetings
At each Meeting, Holders will be invited to consider and, if
thought fit, approve the Extraordinary Resolution relating to the
relevant Series, as more fully described in the notice convening
the relevant Meeting published by the Issuer on the date of this
announcement (the "Notice").
The implementation of the Proposals and the Extraordinary
Resolution will be conditional on:
(A) the passing of the Extraordinary Resolution; and
(B) the quorum required for, and the requisite majority of votes
cast at, the relevant Meeting being satisfied by Holders.
Instruction Fee
In relation to each Series of Bonds, the Issuer shall if the
Extraordinary Resolutions in respect of each Series are duly passed
and implemented, pay to those Holders from whom valid Electronic
Voting Instructions are submitted in favour of the relevant
Extraordinary Resolution before 4.00 p.m. on Friday 28 October 2016
(the "Early Instruction Deadline") (and not revoked) an amount
equal to 0.25 per cent. of the principal amount of the Bonds which
are the subject of such Electronic Voting Instructions, and pay to
those Holders from whom valid Electronic Voting Instructions are
submitted in favour of the relevant Extraordinary Resolution after
the Early Instruction Deadline but prior to the Expiration Time
(and not revoked) an amount equal to 0.10 per cent. of the
principal amount of the Bonds which are the subject of such
Electronic Voting Instructions.
Payment of any Instruction Fee is conditional upon (i) the
Extraordinary Resolution in respect of the relevant Series being
duly passed and the corresponding amendments to the Conditions of
the relevant Series of Bonds being implemented, and (ii) the
Extraordinary Resolutions in respect of each other Series of Bonds
being duly passed and the corresponding amendments to the
Conditions of each other Series of Bonds being implemented.
However, the Issuer shall have full discretion to waive condition
(ii) above.
The relevant Instruction Fee shall be paid in relation to any
Series no later than the fourth Business Day after the Approval
Date in respect of each Series of Bonds on which the Extraordinary
Resolution is duly passed.
Indicative Timetable for the Consent Solicitations
Event Date
Announcement of the Monday 17 October 2016
Proposals
Notice convening the Monday 17 October 2016
Meeting published and
delivered to the Clearing
Systems for communication
to Direct Participants
Documents available Monday 17 October 2016
for collection or inspection,
as applicable, from
the Tabulation Agent
Early Instruction Deadline 4.00 p.m. on Friday
28 October 2016
Expiration Time 10.00 a.m. on Monday
7 November 2016
Time and date of the
Meetings in respect
of:
2019 Bonds 10.00 a.m. on Wednesday
9 November 2016
2025 Bonds 10.15 a.m. on Wednesday
9 November 2016
2034 Bonds 10.30 a.m. on Wednesday
9 November 2016
Announcement of the As soon as reasonably
results of the Meetings practicable
after the Meetings
Execution of the Supplemental Thursday 10 November
Trust Deed 2016
If the Extraordinary Tuesday 15 November
Resolution is duly 2016
passed and implemented,
payment of the relevant
Instruction Fee to
Holders who have submitted
valid Electronic Voting
Instructions by the
Early Instruction Deadline
or the Expiration Time,
as the case may be.
Holders who are Sanctions
Restricted Persons
will not be eligible
to receive any Instruction
Fee.
The above times and dates are subject to the right of the Issuer
(subject to applicable law and the provisions of the Trust Deed
constituting the Bonds, and as provided in the Consent Solicitation
Memorandum) to extend, waive any condition of, amend and/or
terminate any Consent Solicitation (other than the terms of the
relevant Extraordinary Resolution) as described in the Consent
Solicitation Memorandum and the passing of the Extraordinary
Resolution at the first Meeting for the relevant Series.
Holders are advised to check with any bank, securities broker or
other intermediary through which they hold their Bonds as to when
such intermediary would need to receive instructions from a Holder
in order for such Holder to participate in, or (in the limited
circumstances in which revocation is permitted) to validly revoke
their instruction to participate in, the relevant Consent
Solicitation and/or the relevant Meeting by the deadlines specified
above. The deadlines set by any such intermediary and each relevant
Clearing System for the submission and (where permitted) revocation
of Consent Instructions will be earlier than the relevant deadlines
set out above and specified in the Consent Solicitation
Memorandum.
Holders are advised to read carefully the Consent Solicitation
Memorandum for full details of, and information on the procedures
for participating in, any Consent Solicitation.
Questions and requests for assistance in connection with the
Consent Solicitations may be directed to the Solicitation
Agents:
Solicitation Agents
HSBC Bank plc J.P. Morgan Securities plc
8 Canada Square 25 Bank Street
London E14 5HQ Canary Wharf
London E14 5JP
Telephone: +44 207 992 6237 Telephone: +44 207 134 2468
LM_EMEA@hsbc.com Email: emea_lm@jpmorgan.com
Attention: Liability Management Group Attention: Liability Management
Tabulation Agent
Lucid Issuer Services Limited
Tankerton Works
12 Argyle Walk
London WC1H 8HA
Telephone: +44 20 7704 0880
Attention: David Shilson
Email: johnlewis@lucid-is.com
DISCLAIMER: This announcement must be read in conjunction with
the Consent Solicitation Memorandum. The Consent Solicitation
Memorandum contains important information which should be read
carefully before any decision is made with respect to the Consent
Solicitation. If any Holder is in any doubt as to the action it
should take or is unsure of the impact of the implementation of the
Proposals, it is recommended to seek its own financial and legal
advice, including in respect of any tax consequences, immediately
from its broker, bank manager, solicitor, accountant or other
independent financial, tax or legal adviser. Any individual or
company whose Bonds are held on its behalf by a broker, dealer,
bank, custodian, trust company or other nominee or intermediary
must contact such entity if it wishes to participate in the Consent
Solicitation or otherwise participate in the Proposals. None of the
Issuer, the Solicitation Agents, the Tabulation Agent, the Trustee
or the Principal Paying Agent makes any recommendation as to
whether Holders should participate in the Consent Solicitation or
otherwise participate in the Proposals.
Nothing in this announcement or the Consent Solicitation
Memorandum constitutes or contemplates an offer of, an offer to
purchase or the solicitation of an offer to purchase or sell any
security in any jurisdiction. The distribution of this announcement
and the Consent Solicitation Memorandum in certain jurisdictions
may be restricted by law, and persons into whose possession this
announcement or the Consent Solicitation Memorandum comes are
requested to inform themselves about, and to observe, any such
restrictions.
Each Holder participating in any Consent Solicitation will be
required to make certain representations. Any Electronic Voting
Instruction from a Holder that is unable to make these
representations will not be accepted.
This information is provided by RNS
The company news service from the London Stock Exchange
END
DOCAKODPOBDKBKD
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