TIDMTSCO
RNS Number : 1630M
Tesco PLC
19 January 2021
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 AS IT FORMS PART OF DOMESTIC LAW BY VIRTUE OF THE EUROPEAN
UNION (WITHDRAWAL) ACT 2018 (EUWA).
TESCO PLC ANNOUNCES CASH TER OFFER FOR ANY AND ALL OF ITS 6.15%
SENIOR NOTES DUE 2037
Tesco PLC (the "Offeror") announces today an offer to purchase
any and all of its outstanding U.S.$1,150,000,000 6.15% Senior
Notes due 2037 (the "Securities") for cash (the "Offer"). The terms
and conditions of the Offer are described in a tender offer
memorandum dated January 19, 2021 (the "Tender Offer Memorandum").
Capitalized terms not otherwise defined in this announcement have
the same meaning as assigned to them in the Tender Offer
Memorandum.
Holders are advised to read carefully the Tender Offer
Memorandum for full details of, and information on the procedures
for participating in, the Offer.
The following table sets forth certain information relating to
pricing for the Offer.
Amount
U.S. Treasury Fixed Spread Bloomberg subject
Title of Principal Reference (basis Reference to the
Security ISIN / CUSIP Amount Outstanding Security points) Page Offer
------------ ---------------- ------------------- ------------- ------------ ---------- --------
6.15% Senior Rule 144A: U.S.$525,000,000 1.375% due 160 bps FIT1 Any and
Notes due US881575AC87 August, all
2037 / 881575AC8 2050
Regulation
S: USG87621AL52
/ G87621AL5
Rationale for the Offer
The Offer and the concurrent Non-U.S. Tender Offers (as defined
herein) are being made in the context of the Offeror's strategic
aim of strengthening the balance sheet by addressing upcoming debt
maturities and achieving net annual interest savings.
The Offer
The Offeror will pay a "Purchase Price" per U.S.$1,000 principal
amount of Securities validly tendered and not validly withdrawn
prior to the Expiration Deadline (including those validly tendered
in accordance with the Guaranteed Delivery Procedures) calculated
as described in the Tender Offer Memorandum in a manner intended to
result in a yield to maturity as of the Settlement Date equal to
the sum of:
-- the yield to maturity of the Reference Treasury Security as
measured at the Price Determination Time; and
-- the Fixed Spread.
In addition to the payment of the Purchase Price, each Holder
whose Securities are validly tendered and delivered (and not
validly withdrawn) (including those validly tendered in accordance
with the Guaranteed Delivery Procedures) and accepted for purchase
will also be paid Accrued Interest equal to interest accrued and
unpaid on the Securities from (and including) the immediately
preceding interest payment date for the Securities to (but
excluding) the Settlement Date.
Accrued Interest will cease to accrue on the Settlement Date,
and (in the case of Securities for which the Guaranteed Delivery
Procedures are used) no additional accrued interest will be paid in
respect of the period from the Settlement Date to the Guaranteed
Delivery Settlement Date.
The Purchase Price and the Accrued Interest for the Securities
validly tendered (and not validly withdrawn) in the Offer will be
paid on the Settlement Date or the Guaranteed Delivery Settlement
Date, as applicable (subject to any postponement of the applicable
Settlement Date or the Guaranteed Delivery Settlement Date, as
applicable, as described in the Tender Offer Memorandum).
The Offer is not conditioned on any minimum amount of Securities
being tendered. The Offeror's obligation to accept and pay for
Securities in the Offer is, however, subject to the satisfaction or
waiver of the General Conditions contained in the Tender Offer
Memorandum. Subject to applicable securities laws and the terms set
within the Tender Offer Memorandum, the Offeror reserves the right,
with respect to the Offer made by it, (i) to waive or modify in
whole or in part any and all conditions to the Offer, (ii) to
extend the Withdrawal Deadline or the Expiration Deadline, (iii) to
modify or terminate the Offer or (iv) to otherwise amend the Offer
in any respect.
Announcements in connection with the Offer will be made by the
delivery of a press release to a recognized financial news service
and by publication through RNS.
A tender of Securities for purchase pursuant to the Offer should
be made by the submission of a valid Tender Instruction. If any
Holder wishes to tender its Securities but such Holder cannot
comply with the procedures for the submission of a valid Tender
Instruction prior to the Expiration Deadline, such Holder may
tender its Securities according to the Guaranteed Delivery
Procedures, as set out in the Tender Offer Memorandum.
Information relating to the concurrent Non-U.S. Tender
Offers
Concurrently with the launch of the Offer, the Offeror has
launched offers to purchase for cash (the "Non-U.S. Tender Offers")
certain of its outstanding sterling- and euro-denominated debt
securities (the "Non-U.S. Notes"). The Non-U.S. Tender Offers are
described in a separate offer document, and are not the subject of
this Tender Offer Memorandum.
The Non-U.S. Tender Offers are not open to any holder of
Non-U.S. Notes that is located or resident in the U.S. Holders that
are located or resident in the U.S. and hold any Non-U.S. Notes may
not offer to sell them pursuant to the Non-U.S. Tender Offers.
Holders may not tender any securities in this Offer other than the
Securities specified on the cover page of this Tender Offer
Memorandum.
On January 19, 2021 the Offeror announced that it intends to
issue a new series of euro-denominated fixed rate notes to be
guaranteed by the Offeror (the "New Notes"), subject to market
conditions. The Offeror's obligation to accept and pay for any
Securities validly tendered pursuant to the Offer is not
conditioned on the completion of the offering of the New Notes in
any way, and the purchase of any Securities pursuant to the Offer
will not be financed with the proceeds of the New Notes. T he New
Notes have not been and will not be registered under the U.S.
Securities Act of 1933, as amended (the "Securities Act"), or any
state securities laws, and are being offered only outside the
United States to non-U.S. persons in reliance on Regulation S under
the Securities Act.
INDICATIVE TIMETABLE
The following table sets out the expected dates and times of the
key events relating to the Offer. This is an indicative timetable
and is subject to change.
Date and Time Action
---------------------------------------------------------- ----------------------------------------------------------
January 19, 2021....... Commencement of the Offer
Tender Offer Memorandum available from the Information &
Tender Agent.
Offer announced through a press release to a recognized
financial news service, and the Regulatory
News Service provided by the London Stock Exchange plc
("RNS").
January 26, 2021, 11:00 a.m. (New York City time)...... Price Determination Time
The Dealer Managers will calculate the Purchase Price in
the manner described in the Tender
Offer Memorandum.
January 26, 2021, Promptly after the Price Determination Announcement of Purchase Price
Time....................... The Offeror will announce the Purchase Price by
publication through a recognized financial
news service and RNS.
January 26, 2021, 5:00 p.m. (New York City time)...... Expiration Deadline
The last time and date for Holders to submit Tender
Instructions (or, where applicable, Notices
of Guaranteed Delivery) in order to be able to
participate in the Offer and to be eligible
to receive the Purchase Price and Accrued Interest on the
Settlement Date or the Guaranteed
Delivery Settlement Date, as applicable.
January 26 2021, 5:00 p.m. (New York City time)...... Withdrawal Deadline
Deadline for Holders to properly withdraw tenders of
their Securities (or, where applicable,
Notices of Guaranteed Delivery). If a tender of
Securities (or, where applicable, a Notice
of Guaranteed Delivery) is properly withdrawn, the Holder
will not receive any consideration
on the Settlement Date or the Guaranteed Delivery
Settlement Date, as applicable (unless that
Holder validly re-tenders such Securities at or prior to
the Expiration Deadline and the Securities
are accepted by the Offeror).
January 27, 2021....... Announcement of Results of the Offer
The Offeror expects to announce the aggregate principal
amount of Securities to be accepted
for purchase pursuant to the Offer (assuming that
Securities tendered in accordance with the
Guaranteed Delivery Procedures are validly delivered by
the Guaranteed Delivery Deadline).
January 28, 2021, 5:00 p.m. (New York City time)...... Guaranteed Delivery Deadline
The last time and date for Holders to validly deliver
Securities in respect of which a Notice
of Guaranteed Delivery was delivered at or prior to the
Expiration Deadline.
Expected to be January 28, 2021.... Settlement Date
Expected Settlement Date for Securities validly tendered
and accepted for purchase by the
Offeror, other than in the case of Securities validly
tendered pursuant to the Guaranteed
Delivery Procedures. Payment of the Purchase Price and
any Accrued Interest in respect of
any such Securities.
Expected to be January 29, 2021.... Guaranteed Delivery Settlement Date
Expected Guaranteed Delivery Settlement Date for
Securities validly tendered and accepted
for purchase by the Offeror pursuant to the Guaranteed
Delivery Procedures. Payment of the
Purchase Price and any Accrued Interest in respect of any
such Securities.
The above dates and times are subject, where applicable, to the
right of the Offeror to extend, re-open, amend, and/or terminate
the Offer, subject to applicable laws. Holders of Securities are
advised to check with any bank, securities broker or other
intermediary through which they hold Securities when such
intermediary would require to receive instructions to participate
in, or withdraw their instruction to participate in, the Offer
before the deadlines set out above.
Holders of Securities are advised to read carefully the Tender
Offer Memorandum for full details of and information on the
procedures for participating in the Offer.
FURTHER INFORMATION
Holders of Securities may access the Tender Offer Memorandum and
the form of Notice of Guaranteed Delivery at
www.lucid-is.com/tesco.
Questions and requests for assistance in connection with the
Offer may be directed to the Dealer Managers:
BNP Paribas Citigroup Global Markets Limited
16, boulevard des Italiens Citigroup Centre
75009 Paris Canada Square
France Canary Wharf
Attention: Liability Management Group London E14 5LB
In the United States: United Kingdom
Toll Free: + 1 888 210 4358 Attention: Liability Management Group
Collect: + 1 212 841 3059 In the United States:
In Europe: Toll Free: +1 800 558 3745
Telephone: +33 1 55 77 78 9 Collect: +1 212 723 6106
E-mail: liability.management@bnpparibas.com In Europe:
Telephone: +44 20 7986 8969
E-mail: liabilitymanagement.europe@citi.com
MUFG Securities EMEA plc RBC Capital Markets, LLC
Ropemaker Place Brookfield Place
25 Ropemaker Street 200 Vesey St, 8th Floor
London EC2Y 9AJ New York, New York 10281
United Kingdom Attention: Liability Management Group
Attention: Liability Management Group In the United States:
In the United States: Toll Free: +1 877 381 2099
Toll Free: +1 877 744 4532 Collect: +1 212 618 7843
In Europe: In Europe:
Telephone: +44 20 7577 4218 Telephone: +44 20 7029 7063
E-mail: liability.management@mufgsecurities.com Email: liabilitymanagement@rbccm.com
Questions and requests for assistance in connection with the
tender of Securities including requests for a copy of the Tender
Offer Memorandum may be directed to:
INFORMATION & TER AGENT
Lucid Issuer Services Limited
Tankerton Works
12 Argyle Walk
London WC1H 8AH
United Kingdom
E-mail: tesco@lucid-is.com
Telephone: +44 20 7704 0880
Attention: Arlind Bytyqi
Website: www.lucid-is.com/tesco
NOTICE AND DISCLAIMER
Subject to applicable law, the Offeror or any of its affiliates
may at any time and from time to time following completion or
cancellation of the Offer purchase remaining outstanding Securities
issued by it by tender, in the open market, by private agreement or
otherwise on such terms and at such prices as the Offeror or, if
applicable, its affiliates may determine. Such terms, consideration
and prices may be more or less favorable than those offered
pursuant to the Offer.
This announcement must be read in conjunction with the Tender
Offer Memorandum. This announcement and the Tender Offer Memorandum
contain important information which must be read carefully before
any decision is made with respect to the Offer. If any holder of
Securities is in any doubt as to the action it should take, it is
recommended to seek its own legal, accounting and financial advice,
including as to any tax consequences, immediately from its
stockbroker, bank manager, attorney, accountant or other
independent financial adviser. Any individual or company whose
Securities 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 Offer. None
of the Offeror, the Dealer Managers, the Information & Tender
Agent and any person who controls, or is a director, officer,
employee or agent of such persons, or any affiliate of such
persons, makes any recommendation as to whether holders of
Securities should participate in the Offer.
This announcement is released by Tesco 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 as it forms part of domestic law by virtue
of the EUWA (UK MAR), encompassing information relating to the
Offer described above. For the purposes of UK MAR and the
Implementing Technical Standards referred to therein, this
announcement is made by Robert Welch , Group Company Secretary at
Tesco PLC.
LEI Number: 2138002P5RNKC5W2JZ46
OFFER AND DISTRIBUTION RESTRICTIONS
This announcement and the Tender Offer Memorandum do not
constitute an offer or 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 offer or invitation or for there to be such
participation under applicable laws. The distribution of this
announcement and the Tender Offer Memorandum in certain
jurisdictions may be restricted by law. Persons into whose
possession this announcement or the Tender Offer Memorandum comes
are required by the Offeror, the Dealer Managers and the
Information & Tender Agent to inform themselves about and to
observe any such restrictions.
United Kingdom
This announcement, the Tender Offer Memorandum and any other
documents or materials relating to the Offer are not being made and
such documents 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 by Article 19(5) of the
Financial Services and Markets Act 2000 (Financial Promotion) Order
2005 ("Financial Promotion Order")) or persons who are within
Article 34 of the Financial Promotion Order or any other persons to
whom it may otherwise lawfully be made under the Financial
Promotion Order.
Belgium
None of this announcement, the Tender Offer Memorandum or any
other documents or materials relating to the Offer have been
submitted to or will be submitted for approval or recognition to
the Belgian Financial Services and Markets Authority (Autoriteit
voor financiële diensten en markten / Autorité des services marches
financiers) and, accordingly, the Offer may not be made in Belgium
by way of a public offering, as defined in Articles 3 and 6 of the
Belgian Law of April 1, 2007 on public takeover bids as amended or
replaced from time to time. Accordingly, the Offer may not be
advertised and the Offer will not be extended, and none of this
announcement, the Tender Offer Memorandum or any other documents or
materials relating to the Offer (including any memorandum,
information circular, brochure or any similar documents) has been
or shall be distributed or made available, directly or indirectly,
to any person in Belgium other than "qualified investors" in the
sense of Article 10 of the Belgian Law of June 16, 2006 on the
public offer of placement instruments and the admission to trading
of placement instruments on regulated markets, acting on their own
account. Insofar as Belgium is concerned, this announcement and/or
Tender Offer Memorandum have been issued only for the personal use
of the above qualified investors and exclusively for the purpose of
the Offer. Accordingly, the information contained in this
announcement and/or Tender Offer Memorandum may not be used for any
other purpose or disclosed to any other person in Belgium.
France
The Offer is not being made, directly or indirectly, to the
public in France. None of this announcement, the Tender Offer
Memorandum and any other document or material relating to the Offer
have only been and shall only be distributed in France to qualified
investors as defined in Article 2(e) of Regulation (EU) 2017/1129.
Neither this announcement nor the Tender Offer Memorandum has been
or will be submitted for clearance to nor approved by the Autorité
des Marchés Financiers.
Italy
None of the Offer, this announcement, the Tender Offer
Memorandum or any other documents or materials relating to the
Offer has been or will be submitted to the clearance procedure 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 February 24, 1998, as amended (the "Financial
Services Act") and article 35-bis, paragraph 4 of CONSOB Regulation
No. 11971 of May 14, 1999, as amended.
Holders or beneficial owners of the Securities that are located
in Italy can tender Securities for purchase in the Offer through
authorized 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 February 15, 2018, as amended from time to time, and
Legislative Decree No. 385 of September 1, 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 Securities and/or the Offer.
General
The Offer does not constitute an offer to buy or the
solicitation of an offer to sell Securities in any circumstances in
which such offer or solicitation is unlawful. In those
jurisdictions where the securities or other laws require the Offer
to be made by a licensed broker or dealer and any of the Dealer
Managers or, where the context so requires, any of their respective
affiliates is such a licensed broker or dealer in that
jurisdiction, the Offer shall be deemed to be made on behalf of the
Offeror by such Dealer Manager or affiliate (as the case may be) in
such jurisdiction.
Each Holder participating in the Offer will be deemed to give
certain representations in respect of the jurisdictions referred to
above and generally as set out in "Procedures for Participating in
the Offer" in the Tender Offer Memorandum. Any tender of Securities
for purchase pursuant to the Offer from a Holder that is unable to
make these representations may be rejected. Each of the Offeror,
the Dealer Managers and the Information & Tender Agent reserves
the right, in their absolute discretion, to investigate, in
relation to any tender of Securities 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
Offeror determines (for any reason) that such representation is not
correct, such tender may be rejected.
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.
RNS may use your IP address to confirm compliance with the terms
and conditions, to analyse how you engage with the information
contained in this communication, and to share such analysis on an
anonymised basis with others as part of our commercial services.
For further information about how RNS and the London Stock Exchange
use the personal data you provide us, please see our Privacy
Policy.
END
TENGIGDBCDBDGBC
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