THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION.
NOT FOR DISTRIBUTION TO ANY UNITED STATES OR ITALIAN PERSON OR TO ANY PERSON RESIDENT AND/OR LOCATED IN THE UNITED STATES OR THE REPUBLIC OF ITALY.
This announcement does not constitute an offer to buy or a solicitation of an offer to sell Notes in any jurisdiction in which such offer or solicitation is unlawful. The distribution of this notice and documents relating to the Invitation in certain jurisdictions (in particular, the United States, the United Kingdom, Italy, Belgium and France) may be restricted by law. Persons into whose possession this document comes are required by the Dealer Managers (as defined below) and the Company (as defined below) to inform themselves about, and to observe, any such restrictions. No action that would permit a public offer has been or will be taken in any jurisdiction by the Dealer Managers or the Company.
TESCO PLC
(incorporated with limited liability in England registered number 00445790)
Announcement of Clearing Spread, acceptance amounts and pro-ration factor (if any)
in connection with the
Invitation for Offers to sell Notes for cash in a modified Dutch auction
in relation to the following series of notes:
€500,000,000 3.875 per cent. Notes due 2011 (XS0248395674) (Series 1 Notes)
€1,500,000,000 5.625 per cent. Notes due 2012 (XS0386772924) (Series 2 Notes)
€1,500,000,000 5.875 per cent. Notes due 2016 (XS0386772684) (Series 3 Notes)
€600,000,000 5.125 per cent. Notes due 2047 (XS0295018070) (Series 4 Notes)
£600,000,000 5.000 per cent. Notes due 2014 (XS0414350974) (Series 5 Notes)
£900,000,000 6.125 per cent. Notes due 2022 (XS0414345974) (Series 6 Notes)
£515,000,000 5.000 per cent. Notes due 2023 (XS0248392812) (Series 7 Notes)
£300,000,000 4.875 per cent. Notes due 2042 (XS0248395245) (Series 8 Notes)
£500,000,000 5.200 per cent. Notes due 2057 (XS0289810318) (Series 9 Notes)
each series issued pursuant to
Tesco PLC's £15,000,000,000 Euro Note Programme
On 11 June 2010 Tesco PLC (the "Company") invited holders of the Notes of each Series set out above to offer to sell the above Notes for cash in a modified Dutch auction (the "Invitation"). The Company hereby announces the relevant Clearing Spreads, relevant acceptance amounts (subject to pro-ration if any) and relevant indicative pro-ration factors (if any) in respect of each Series of Notes accepted for purchase by the Company (additional information in relation to each Series of Notes accepted for purchase shall be set out in the Pricing Announcement expected to be published at or around 2.00 p.m. today).
The total acceptance of Offers across all Series of Euro Notes and Sterling Notes accepted for purchase is respectively €571,316,000 and £412,779,000 (subject only to the application of the relevant pro-ration factor) and the Total Purchase Funds Available has been increased accordingly, as permitted in the Invitation for Offers.
The Invitation by the Company constituted separate invitations in respect of each Series of Notes. The Invitation was made upon the terms and subject to the conditions contained in a tender offer memorandum dated 11 June 2010 (the "Invitation for Offers") including the invitation and distribution restrictions contained therein. The Invitation expired at 4.00 p.m. London time on 18 June 2010.
The Company is hereby pleased to announce the following:
Description |
ISIN |
Reference Benchmark |
Maximum Offer Spread |
Clearing Spread |
Acceptance Amount |
Outstanding Principal Amounts after acceptances |
Indicative |
€500,000,000 3.875 per cent. Notes due 2011 |
XS0248395674 |
Interpolated EURIBOR Rate |
-25 bps |
-25 bps |
€110,651,000 |
€389,349,000 |
N/A |
€1,500,000,000 5.875 per cent. Notes due 2016 |
XS0386772684 |
Interpolated Mid Swap Rate |
+44 bps |
+44 bps |
€460,665,000 |
€1,039,335,000 |
N/A |
£515,000,000 5.000 per cent. Notes due 2023 |
XS0248392812 |
4 per cent. UK Treasury Gilt due March 2022 |
+80 bps |
+80 bps |
£126,000,000(1) |
£389,000,000 |
0.47 |
£300,000,000 4.875 per cent. Notes due 2042 |
XS0248395245 |
4.75 per cent. UK Treasury Gilt due December 2038 |
+90 bps |
+90 bps |
£74,279,000 |
£225,721,000 |
N/A |
£500,000,000 5.200 per cent. Notes due 2057 |
XS0289810318 |
4.25 per cent. UK Treasury Gilt due December 2055 |
+100 bps |
+100 bps |
£212,500,000 |
£287,500,000 |
N/A |
(1) Approximation for any Series subject to pro-ration
For the avoidance of doubt, the Company has, in its sole discretion and in accordance with the terms of the Invitation for Offers, decided not to accept any Offers tendered in respect of the Series 2 Notes, the Series 4 Notes, the Series 5 Notes or the Series 6 Notes.
The Company will make a Pricing Announcement in respect of a particular Series of Notes, to announce the relevant: Reference Yield; the Repurchase Yield; the Purchase Price and Accrued Interest, if any; at or around 2.00 p.m. today, 21 June 2010.
FOR FURTHER INFORMATION, PLEASE CONTACT:
|
The Dealer Managers
|
|
Deutsche Bank AG, London Branch Winchester House 1 Great Winchester Street London EC2N 2DB
Attention: Liability Management Group Email: liability.management@db.com Telephone: +44 20 7545 8011
|
Goldman Sachs International Peterborough Court 133 Fleet Street London EC4A 2BB
Attention: Liability Management Group Telephone: +44 20 7774 9170
|
The Royal Bank of Scotland plc 135 Bishopsgate London EC2M 3UR
Attention: Liability Management Group Email: liabilitymanagement@rbs.com Telephone: +44 (0) 20 7085 8056/3781/5991 |
The Tender Agent
Lucid Issuer Services Limited
Leroy House
436 Essex Road
London N1 3QP
For information by telephone: +44 (0) 20 7704 0880
Attention: Lee Pellicci/Thomas Choquet
Email: tesco@lucid-is.com
OFFER AND DISTRIBUTION RESTRICTIONS
THIS ANNOUNCEMENT DOES NOT CONSTITUTE AN OFFER TO BUY OR A SOLICITATION OF AN OFFER TO SELL NOTES, AND TENDERS OF NOTES IN THE INVITATION WILL NOT BE ACCEPTED FROM NOTEHOLDERS IN ANY JURISDICTION IN WHICH SUCH OFFER OR SOLICITATION IS UNLAWFUL.
The distribution of this announcement and/or the Invitation for Offers is restricted by law in certain jurisdictions. Persons into whose possession this announcement and/or the Invitation for Offers comes are required by the Company, the Dealer Managers and the Tender Agent to inform themselves of and to observe any of these restrictions.
Neither this announcement nor the Invitation for Offers constitutes, and may not be used in connection with, an offer to buy Notes or a solicitation to sell Notes by anyone in any jurisdiction in which such an offer or solicitation is not authorised or in which the person making such an offer or solicitation is not qualified to do so or to any person to whom it is unlawful to make an offer or a solicitation. None of the Company, the Dealer Managers or the Tender Agent accept any responsibility for any violation by any person of the restrictions applicable in any jurisdiction.