Indicative Results of Cash Tender Offers

RNS Number : 9926G

Next PLC

20 May 2011

 



NOT FOR DISTRIBUTION IN OR INTO 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 OR IN OR INTO ANY OTHER JURISDICTION WHERE IT IS UNLAWFUL TO DISTRIBUTE THIS DOCUMENT.

20 May 2011

NEXT PLC

INDICATIVE RESULTS OF CASH TENDER OFFERS

Next plc (the Offeror) announces the indicative results of its invitations to the holders of its outstanding £300,000,000 5.25 per cent. Bonds due 2013 (the 2013 Bonds) and its outstanding £250,000,000 5.875 per cent. Bonds due 2016 (the 2016 Bonds and, together with the 2013 Bonds, the Bonds and each a Series) to tender their Bonds for purchase by the Offeror for cash (each such invitation an Offer and together the Offers).

The Offers were made on the terms and subject to the conditions contained in the tender offer memorandum dated 13 May 2011 (the Tender Offer Memorandum) prepared by the Offeror in connection with the Offers.  Capitalised terms used but not otherwise defined in this announcement shall have the meaning given to them in the Tender Offer Memorandum.

As at the Expiration Deadline of 4.00 p.m. (London time) on Thursday, 19 May 2011, the Offeror had received valid tenders of approximately £119,846,000 in aggregate nominal amount of 2013 Bonds and valid tenders of approximately £76,200,000 in aggregate nominal amount of 2016 Bonds tendered pursuant to valid Tender and New Issue Allocation Instructions. 

Subject to satisfaction of the New Financing Condition, the Offeror expects to accept all 2013 Bonds validly tendered in the relevant Offer in full. The Offeror expects to set the Final 2016 Bond Acceptance Amount at £38,100,000, and accordingly it also expects to accept (subject to satisfaction of the New Financing Condition) 2016 Bonds validly tendered in the relevant Offer pursuant to Tender and New Issue Allocation Instructions subject to a Scaling Factor of approximately 0.50. The Offeror does not expect to accept any 2016 Bonds tendered in the relevant Offer pursuant to Tender Only Instructions.

Pricing will take place at a time, determined by the Offeror in its sole discretion, between 10.00 a.m. (London time) and 2.30 p.m. (London time) today, Friday 20 May 2011 (the Pricing Time).  As soon as reasonably practicable after the Pricing Time, the Offeror will announce its final decision as to whether it will accept (subject to satisfaction of the New Financing Condition on or prior to the Tender Offer Settlement Date) valid tenders of Bonds for purchase pursuant to either or both of the Offers and, if so accepted, (i) the aggregate principal amount of 2013 Bonds accepted for purchase and the final Final 2016 Bond Acceptance Amount, (ii) the 2013 Benchmark Security Rate, the 2016 Benchmark Security Rate, each Purchase Yield and each Purchase Price, (iii) details of any pro rata scaling of valid tenders of 2016 Bonds, and (iv) the final aggregate principal amount of Bonds of each Series that will (subject to satisfaction of the New Financing Condition) remain outstanding after the Tender Offer Settlement Date.

The Tender Offer Settlement Date and the New Issue Settlement Date are both expected to be on Thursday, 26 May 2011.  Purchases of Bonds under the Offers are conditional upon satisfaction of the New Financing Condition, being the successful completion (in the determination of the Offeror) of the issue of the New Bonds, as further described in the Tender Offer Memorandum.

The receipt of an Allocation Code in conjunction with any tender of Bonds in a Tender Instruction is not an application for the purchase of the New Bonds. To receive a New Issue Allocation, a Bondholder must also make an application to a Dealer Manager (in its capacity as manager of the issue of the New Bonds) for the purchase of the New Bonds in accordance with the standard new issue procedures of the relevant Dealer Manager, as further described in the Tender Offer Memorandum.

Barclays Bank PLC and The Royal Bank of Scotland plc are acting as Dealer Managers for the Offers.  Lucid Issuer Services Limited is acting as Tender Agent.  For detailed terms of the Offers please refer to the Tender Offer Memorandum.

THE DEALER MANAGERS

Barclays Bank PLC 5 The North Colonnade London E14 4BB United Kingdom	The Royal Bank of Scotland plc 135 Bishopsgate London EC2M 3UR United Kingdom
For information by telephone: [phone] Attention: Liability Management Group Email: [e-mail]	For information by telephone: [phone] / 8056 Attention: Gianmarco Deiana / Andrew Burton / Kyle McLoughlin Email: [e-mail]
THE TENDER AGENT
Lucid Issuer Services Limited Leroy House 436 Essex Road London N1 3QP United Kingdom
For information by telephone: [phone] Attention: David Shilson / Sunjeeve Patel Email: [e-mail]

DISCLAIMER

This announcement must be read in conjunction with the Tender Offer Memorandum.  No offer 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 Offeror, the Dealer Managers and the Tender Agent to inform themselves about, and to observe, any such restrictions.

 

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