TIDM17LI
RNS Number : 5606N
Marks & Spencer PLC
01 June 2022
THIS ANNOUNCEMENT RELATES TO THE DISCLOSURE OF INFORMATION THAT
QUALIFIED OR MAY HAVE QUALIFIED AS INSIDE INFORMATION WITHIN THE
MEANING OF ARTICLE 7 OF THE MARKET ABUSE REGULATION (EU) 596/2014
AS IT FORMS PART OF UK DOMESTIC LAW BY VIRTUE OF THE EUROPEAN UNION
(WITHDRAWAL) ACT 2018 (EUWA).
NOT FOR DISTRIBUTION IN OR INTO OR TO ANY PERSON LOCATED OR
RESIDENT IN 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 OR THE DISTRICT OF COLUMBIA
(THE UNITED STATES) OR TO ANY U.S. PERSON OR IN OR INTO ANY OTHER
JURISDICTION WHERE IT IS UNLAWFUL TO RELEASE, PUBLISH OR DISTRIBUTE
THIS ANNOUNCEMENT.
1 June 2022
Marks and Spencer plc announces indicative results of tender
offers for its outstanding:
GBP300,000,000 3.000 per cent. Notes due 2023 (ISIN:
XS1531151253) (the 2023 Notes)
and
GBP400,000,000 4.750 per cent. Notes due 2025 (ISIN:
XS0863523030)
(the 2025 Notes and, together with the 2023 Notes, the Notes and
each, a Series)
Marks and Spencer plc (the Company) announces today indicative
results of its invitation to holders of its outstanding Notes to
tender their Notes for purchase by the Company for cash in an
aggregate nominal amount of up to the Maximum Acceptance Amount
(such amount being subject to the right of the Company to increase
or decrease it in its sole discretion) (each, an Offer and
together, the Offers),
The Offers were announced on 25 May 2022 and were made on terms
and subject to the conditions contained in the tender offer
memorandum dated 25 May 2022 (the Tender Offer Memorandum). C
apitalised terms used in this announcement but not defined have the
meanings given to them in the Tender Offer Memorandum.
Indicative Results of the Offers
The Company announces that the indicative results of the Offers
are as follows:
Description of the Notes ISIN Aggregate nominal Expected Series Indicative Scaling
amount of Notes Acceptance Amount Factor
tendered (per cent.)
------------------------- -------------- ------------------------ ------------------------ -----------------------
GBP300,000,000 3.000 per XS1531151253 GBP100,560,000 GBP100,560,000 Not Applicable
cent.* Notes due 2023
GBP400,000,000 4.750 per
cent.** Notes due 2025 XS0863523030 GBP249,663,000 GBP50,000,000 18.415
* currently paying out a coupon of 4.250 per cent., including a
Step Up Margin of 1.25 per cent. per annum following the occurrence
of a Step Up Rating Change as that term is defined in the final
terms for the Notes.
** currently paying out a coupon of 6.000 per cent., including a
Step Up Margin of 1.25 per cent. per annum following the occurrence
of a Step Up Rating Change as that term is defined in the final
terms for the Notes.
The Company also announces that the Maximum Acceptance Amount is
hereby increased to GBP150,560,000 in aggregate nominal amount of
the Notes and that the Final Acceptance Amount is expected to be
set at GBP150,560,000 in aggregate nominal amount of Notes.
The Company will announce whether it will accept valid tenders
of Notes pursuant to the Offers and, if so accepted, in respect of
each Series for purchase, (i) the aggregate nominal amount of Notes
of each Series accepted for purchase; (ii) each Purchase Yield;
(iii) each Purchase Spread; (iv) each Purchase Price; (v) any
applicable Scaling Factors; (vi) the Settlement Date; (vii) Accrued
Interest Payment payable in respect of each Series; and (viii) the
nominal amount of Notes of each Series that will remain outstanding
after the Settlement Date (if any) as soon as reasonably
practicable after the Pricing Time (as defined below).
The Offers remain subject to the conditions and restrictions set
out in the Tender Offer Memorandum. The Company is not under any
obligation to accept any tender of Notes for purchase pursuant to
either Offer. Tenders of Notes for purchase may be rejected in the
sole and absolute discretion of the Company for any reason and the
Company is not under any obligation to Noteholders to furnish any
reason or justification for refusing to accept a tender of Notes
for purchase. In addition, the Company may, in its sole discretion,
extend, re-open, amend or waive any condition of or terminate any
Offer at any time (subject to applicable law and as provided in the
Tender Offer Memorandum).
The Purchase Yield and Purchase Price in relation to each Series
of Notes is expected to be determined at or around 11:00 a.m.
(London time) (the Pricing Time) today in the manner described in
the Tender Offer Memorandum.
The expected Tender Offer Settlement Date is 6 June 2022.
Full details concerning the Offers are set out in the Tender
Offer Memorandum.
Questions and requests for assistance in connection with the
Offers may be directed to the Dealer Managers and the Tender Agent,
the contact details for both of which are set out below.
The Dealer Managers
BNP PARIBAS
16, Boulevard des Italiens
75009 Paris
France
Telephone: +33 1 55 77 78 94
Attention: Liability Management Group
Email: liability.management@bnpparibas.com
NatWest Markets Plc
250 Bishopsgate
London EC2M 4AA
United Kingdom
Telephone: +44 20 7678 5222
Attention: Liability Management
Email: NWMLiabilityManagement@natwestmarkets.com
The Tender Agent
Kroll Issuer Services Limited
The Shard
32 London Bridge Street
London SE1 9SG
United Kingdom
Telephone: +44 20 7704 0880
Attention: Harry Ringrose
Email: marksandspencer@is.kroll.com
Website: https://deals.is.kroll.com/marksandspencer
This announcement is released by Marks and Spencer 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), as it forms part of UK domestic law
by virtue of the EUWA (UK MAR), encompassing information relating
to the Offers described above. For the purposes of UK MAR and
Article 2 of the binding technical standards published by the
Financial Conduct Authority in relation to MAR as regards
Commission Implementing Regulation (EU) 2016/1055, this
announcement is made by Eoin Tonge, Chief Financial Officer at
Marks and Spencer plc.
DISCLAIMER This announcement must be read in conjunction with
the Tender Offer Memorandum. No offers 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 comes are required by each of the Company, the Dealer
Managers and the Tender Agent to inform themselves about, and to
observe, any such restrictions.
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END
RTEBKDBBCBKKOAK
(END) Dow Jones Newswires
June 01, 2022 05:31 ET (09:31 GMT)
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