TIDM42TF
RNS Number : 2945Q
Co-operative Group Limited
17 February 2023
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 AND THE DISTRICT OF COLUMBIA
(UNITED STATES) OR IN OR INTO ANY OTHER JURISDICTION WHERE IT IS
UNLAWFUL TO DISTRIBUTE THIS ANNOUNCEMENT (SEE "OFFER AND
DISTRIBUTION RESTRICTIONS" BELOW).
17 February 2023
CO-OPERATIVE GROUP LIMITED
announces a tender offer to the holders of its outstanding
GBP300,000,000 5.125% Notes due 2024
Co-operative Group Limited (the Society) announces today an
invitation to holders of its GBP300,000,000 5.125% Notes due 2024
(ISIN: XS1910137949) unconditionally and irrevocably guaranteed by
each of Co-operative Foodstores Limited, Co-op Funeral Plans
Limited, Co-operative Group Food Limited, Co-operative Group
Holdings (2011) Limited, Co-op Insurance Services Limited, Funeral
Services Limited and Rochpion Properties (4) LLP (each a Guarantor
and together, the Guarantors) (the Notes) to tender their Notes for
purchase by the Society for cash (the Offer) in an aggregate
principal amount up to the Maximum Acceptance Amount (as defined
below). The Offer is being made on the terms and subject to the
conditions contained in the tender offer memorandum dated 17
February 2023 (the Tender Offer Memorandum) prepared by the Society
and is subject to the offer restrictions set out below and as more
fully described in the Tender Offer Memorandum.
For detailed terms of the Offer, please refer to the Tender
Offer Memorandum, copies of which are (subject to distribution
restrictions) available from the 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. Details
of the Notes are set out in the table below:
Description ISIN/ Outstanding Minimum Maximum Purchase Maximum
of the Notes Common Principal Purchase Purchase Price Acceptance
Code Amount Price Price Amount
--------------- ------------- --------------- ----------- ----------- ------------------ ----------------------
GBP300,000,000 XS1910137949 GBP300,000,000 98.00% 99.50% To be determined Subject
5.125% Notes / 191013794 of the of the pursuant as set out
due 2024 principal principal to a modified herein,
amount amount Dutch auction up to GBP100,000,000
of the of the process in aggregate
Notes Notes as set principal
out in amount of
the Tender the Notes
Offer Memorandum
============= =============== =========== =========== ================== ======================
THE OFFER
Rationale for the Offer
The Offer is being undertaken as part of the Society's proactive
balance sheet and debt management, as well as providing liquidity
to Holders.
The Notes purchased by the Society pursuant to the Offer shall
be cancelled and will not be re-issued or re-sold. Notes which have
not been validly submitted and accepted for purchase pursuant to
the Offer will remain outstanding.
Purchase Price
The Society will pay for Notes accepted by it for purchase
pursuant to the Offer a cash purchase price (expressed as a
percentage of the principal amount of Notes accepted for purchase
pursuant to the Offer and rounded to the nearest 0.10%) (the
Purchase Price) determined in accordance with the modified Dutch
auction procedures described in the Tender Offer Memorandum, and
subject to the Minimum Purchase Price and the Maximum Purchase
Price in respect of the Notes, as set out above.
Accrued Interest
The Society will also pay accrued interest from (and including)
the last interest payment date to (but excluding) the Settlement
Date in respect of Notes accepted by it for purchase pursuant to
the Offer (the Accrued Interest).
Maximum Acceptance Amount
The Society proposes to accept Notes for purchase up to a
maximum aggregate principal amount of GBP100,000,000 (the Maximum
Acceptance Amount) on the terms and subject to the conditions
contained in the Tender Offer Memorandum. The Society reserves the
right, in its sole and absolute discretion, to purchase more or
less than the Maximum Acceptance Amount, subject to applicable
law.
In the event that Tender Instructions are received in respect of
an aggregate principal amount of Notes which is greater than the
Maximum Acceptance Amount, such Tender Instructions will be
accepted on a pro rata basis.
Tender Instructions
In order to participate in, and be eligible to receive the
Purchase Price and the Accrued Interest pursuant to, the Offer,
Holders must validly tender their Notes for purchase by delivering,
or arranging to have delivered on their behalf, a valid Tender
Instruction that is received by the Tender Agent by 4.00 p.m.
(London time) on 24 February 2023 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 principal
amount of Notes of no less than GBP100,000, being the minimum
denomination of Notes, and may be submitted in integral amounts of
GBP1,000 thereafter (see "Procedures for Participating in the
Offer" in the Tender Offer Memorandum for further information).
EXPECTED TIMETABLE OF EVENTS
The times and dates below are indicative only.
Events Times and Dates
Commencement of the Offer
Announcement of Offer. Tender Offer Memorandum 17 February 2023
available from the Tender Agent.
Expiration Deadline
Final deadline for receipt of valid Tender 4.00 p.m. (London
Instructions by the Tender Agent in order time) on 24 February
for Holders to be able to participate in the 2023
Offer.
Announcement of Results
Announcement of whether the Society will accept As soon as reasonably
valid tenders of Notes for purchase pursuant practicable on 27
to the Offer and, if so accepted, the aggregate February 2023
principal amount of the Notes accepted for
purchase, together with the Purchase Price
and any applicable pro-ration factor.
Settlement Date
Expected Settlement Date for the Offer. Payment 1 March 2023
of the Purchase Price and Accrued Interest
in respect of the Offer.
The above times and dates are subject to the right of the
Society to extend, re-open, amend, and/or terminate the Offer
(subject to applicable law and as provided in the Tender Offer
Memorandum). The Society reserves the right, in its sole discretion
and for any reason, to change the Minimum Purchase Price, the
Maximum Purchase Price and the Maximum Acceptance Amount. Holders
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 Holder in order for that
Holder to be able to participate in, or (in the limited
circumstances in which revocation is permitted) revoke their
instruction to participate in, the Offer by the deadlines specified
in the Tender Offer Memorandum. The deadlines set by any such
intermediary and each Clearing System for the submission and
revocation of Tender Instructions will be earlier than the relevant
deadlines specified above.
FURTHER INFORMATION
Holders are advised to read carefully the Tender Offer
Memorandum for full details of and information on the procedures
for participating in the Offer.
Barclays Bank PLC, ING Bank N.V., London Branch and NatWest
Markets Plc are acting as Dealer Managers for the Offer and Kroll
Issuer Services Limited is acting as Tender Agent.
Questions and requests for assistance in connection with the
Offer may be directed to the Dealer Managers:
Barclays Bank PLC ING Bank N.V., London Branch NatWest Markets Plc
1 Churchill Place 8-10 Moorgate 250 Bishopsgate
London E14 5HP London EC2R 6DA London EC2M 4AA
Telephone: +44 203 134 8515 Telephone: +44 20 7767 6784 Telephone: +44 207 678 5222
Attention: Liability Management Attention: Liability Management Attention: Liability Management
Group Team Email:
Email: eu.lm@barclays.com Email: liability.management@ing.com NWMLiabilityManagement@natwestmarkets.com
Questions and requests for assistance in connection with the
procedures for participating in the Offer, including the delivery
of Tender Instructions, may be directed to the Tender Agent:
The Tender Agent
Kroll Issuer Services Limited
The Shard
32 London Bridge Street
London SE1 9SG
Telephone: +44 20 7704 0880
Attention: Harry Ringrose
Email: co-op@is.kroll.com
Website: https://deals.is.kroll.com/co-op
This announcement is released by Co-operative Group Limited 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 as it forms part of domestic law by virtue
of the European Union (Withdrawal) Act 2018 (the EUWA) (MAR),
encompassing information relating to the Offer described above. For
the purposes of MAR and Article 2 of Commission Implementing
Regulation (EU) 2016/1055 as it forms part of domestic law by
virtue of the EUWA, this announcement is made by Simon Nuttall,
Head of Tax, Treasury & Insurance at Co-operative Group
Limited.
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 Holder is in any doubt as to the contents of this announcement
and/or the Tender Offer Memorandum or the action it should take, 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
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. The Dealer
Managers are acting exclusively for the Society and no one else in
connection with the arrangements described in this announcement and
the Tender Offer Memorandum and will not be responsible to any
Holder for providing the protections which would be afforded to
customers of the Dealer Managers or for advising any other person
in connection with the Offer. None of the Society, the Guarantors,
the Dealer Managers or the Tender Agent has made or will make any
assessment of the merits and risks of the Offer or of the impact of
the Offer on the interests of the Holders either as a class or as
individuals, and none of them makes any recommendation as to
whether Holders should tender Notes pursuant to the Offer. None of
the Society, the Guarantors, the Dealer Managers or the Tender
Agent (or any of their respective directors, officers, employees,
agents or affiliates) is providing Holders with any legal,
business, tax or other advice in this announcement and/or the
Tender Offer Memorandum. Holders should consult with their own
advisers as needed to assist them in making an investment decision
and to advise them whether they are legally permitted to tender
Notes for cash.
OFFER AND DISTRIBUTION RESTRICTIONS
This announcement and/or the Tender Offer Memorandum does not
constitute an invitation to participate in the Offer in any
jurisdiction in which, or to any person to or from whom, it is
unlawful to make such invitation or for there to be such
participation under applicable securities laws. 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
comes are required by each of the Society, the Guarantors, the
Dealer Managers and the Tender Agent to inform themselves about,
and to observe, any such restrictions.
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 or by any U.S. Person (as defined in Regulation S of
the United States Securities Act of 1933, as amended (each a U.S.
Person)). Accordingly, copies of this announcement and 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 a U.S. Person and the
Notes cannot be tendered in the Offer by any such use, means,
instrumentality or facility or from or within or by persons located
or resident in the United States or by any U.S. Person. 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, by a U.S. Person, or by 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.
Each Holder of Notes participating in the Offer will represent
that it is not a U.S. Person and it is not located in the United
States and it 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 and who is
not a U.S. Person. For the purposes of this and the above
paragraph, 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 and the Tender Offer
Memorandum and any other documents or materials relating to the
Offer has been or will be submitted to the clearance procedures of
the Commissione Nazionale per le Società e la Borsa (CONSOB). The
Offer is being carried out in the Republic of Italy (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 (the Issuers' Regulation).
Accordingly, the Offer is only addressed to holders of the Notes
located in Italy who are "qualified investors" (investitori
qualificati) as defined pursuant to and within the meaning of
Article 2(e) of the Regulation (EU) 2017/1129 and article 34-ter,
paragraph 1, letter b) of the Issuers' Regulation. Holders or
beneficial owners of the Notes located in Italy can tender some or
all of their Notes pursuant to the Offer through authorised persons
(such as investment firms, banks or financial intermediaries
permitted to conduct such activities in 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.
Each intermediary must comply with the applicable laws and
regulations concerning information duties vis-à-vis its clients in
connection with the Notes and/or the Offer.
United Kingdom
The communication of this announcement and 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 (as
amended) (the FSMA). 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 (1) 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)) (2) persons
who are existing members or creditors of the Society or other
persons who are within Article 43 of the Financial Promotion Order,
and (3) any other persons to whom these documents and/or materials
may otherwise lawfully be communicated under the Financial
Promotion Order (together relevant persons). Any investment or
investment activity to which this announcement and the Tender Offer
Memorandum relates is available only to, and will be engaged in
only with, relevant persons (and is subject to the other
restrictions referred to in 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 documents
or materials relating to the Offer have been or shall be
distributed to the public in France and only qualified investors
(investisseurs qualifiés) other than individuals, as defined in
Article 2(e) of Regulation (EU) 2017/1129, as amended (the
Prospectus Regulation), are eligible to participate in the Offer.
This announcement and the Tender Offer Memorandum and any other
document or material relating to the Offer have not been and will
not be submitted for clearance to nor approved by the Autorité des
Marchés Financiers.
General
This announcement and the Tender Offer Memorandum does not
constitute an offer to buy or the solicitation of an offer to sell
Notes (and tenders of Notes in the Offer will not be accepted from
Holders) in any circumstances in which such offer or solicitation
is unlawful. In those jurisdictions where the securities, blue sky
or other laws require the Offer to be made by a licensed broker or
dealer and a Dealer Manager or any of their 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 Society in such
jurisdiction.
In addition to the representations referred to above in respect
of the United States, each Holder participating in the Offer will
also be deemed to give certain representations in respect of the
other jurisdictions referred to above and generally as set out in
"Procedures for Participating in the Offer" of the Tender Offer
Memorandum. Any tender of Notes for purchase pursuant to the Offer
from a Holder that is unable to make these representations will not
be accepted. Each of the Society, the Dealer Managers and the
Tender Agent reserves the right, in its absolute discretion, to
investigate, in relation to any tender of Notes for purchase
pursuant to the Offer, whether any such representation given by a
Holder is correct and, if such investigation is undertaken and as a
result the Society determines (for any reason) that such
representation is not correct, such tender shall not be
accepted.
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END
TENGCGDDDDBDGXR
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February 17, 2023 04:35 ET (09:35 GMT)
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