Final Result of Tender Offers (non-US)

RNS Number : 9619J

Tesco PLC

03 July 2017

 

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.

NOT FOR DISTRIBUTION IN OR INTO OR TO ANY PERSON LOCATED OR RESIDENT IN 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 RELEASE, PUBLISH OR DISTRIBUTE THIS ANNOUNCEMENT.

3 July 2017

Tesco PLC announces final results of Tender Offers for its €600,000,000 5.125 per cent. Notes due 2047, £200,000,000 6 per cent. Notes due 2029, £200,000,000 5.50 per cent. Notes due 2033, £300,000,000 4.875 per cent. Notes due 2042 and £500,000,000 5.20 per cent. Notes due 2057

Tesco PLC (the Company) announces today the final results of its separate invitations to holders of its outstanding (a) €600,000,000 5.125 per cent. Notes due 2047 (ISIN: XS0295018070) (the 2047 Notes), (b) £200,000,000 6 per cent. Notes due 2029 (ISIN: XS0105244585) (the 2029 Notes), (c) £200,000,000 5.50 per cent. Notes due 2033 (ISIN: XS0159013142) (the 2033 Notes), (d) £300,000,000 4.875 per cent. Notes due 2042 (ISIN: XS0248395245) (the 2042 Notes) and (e) £500,000,000 5.20 per cent. Notes due 2057 (ISIN: XS0289810318) (the 2057 Notes and, together with the 2047 Notes, the 2029 Notes, the 2033 Notes and the 2042 Notes, the Notes and each a Series) to tender their Notes for purchase by the Company for cash (each such invitation an Offer and, together, the Offers). 

The Offers were announced on 19 June 2017 and were made on the terms and subject to the conditions contained in the tender offer memorandum dated 19 June 2017 (the Tender Offer Memorandum) prepared by the Company. Capitalised terms used in this announcement but not defined have the meanings given to them in the Tender Offer Memorandum.

GBP/USD Applicable Exchange Rate and GBP/EUR Applicable Exchange Rate

The Offers expired at 4.00 p.m. (London time) on 30 June 2017. As at the Expiration Deadline, the GBP/USD Applicable Exchange Rate was £1 = U.S.$1.2982 and the GBP/EUR Applicable Exchange Rate was £1 = €1.1385.

Final Priority 1 Notes Acceptance Amount and Series Acceptance Amount in respect of the 2047 Notes

The Company now announces that:

(a)        it has decided to set the Final Priority 1 Notes Acceptance Amount at £214,324,989; and

(b)        based on the GBP/EUR Applicable Exchange Rate it has decided to set the Series Acceptance Amount in respect of the 2047 Notes at €244,009,000 and, therefore, it accepts for purchase all 2047 Notes validly tendered pursuant to the relevant Offer in full, with no pro rata scaling.

Final Priority 2 Notes Acceptance Amount and Series Acceptance Amounts in respect of each of the 2029 Notes, the 2033 Notes, the 2042 Notes and the 2057 Notes

The Company further announces that:

(a)        it has decided to set the Final Priority 2 Notes Acceptance Amount at £54,650,000;

(b)        it has decided to set the Series Acceptance Amount in respect of the 2029 Notes at £0 and, therefore, it does not accept any 2029 Notes tendered pursuant to the relevant Offer;

(c)        it has decided to set the Series Acceptance Amount in respect of the 2033 Notes at £0 and, therefore, it does not accept any 2033 Notes tendered pursuant to the relevant Offer;

(d)        it has decided to set the Series Acceptance Amount in respect of the 2042 Notes at £0 and, therefore, it does not accept any 2042 Notes tendered pursuant to the relevant Offer; and

(e)        it has decided to set the Series Acceptance Amount in respect of the 2057 Notes at £54,650,000 and, therefore, it accepts for purchase 2057 Notes validly tendered pursuant to the relevant Offer subject to pro rata scaling at a Scaling Factor of 55.00 per cent., as further described in the Tender Offer Memorandum.

Pricing and Settlement

Pricing in respect of the Offers took place at or around 1.00 p.m. (London time) today (the Pricing Time).

A summary of the final pricing for, and results of, the Offers appears below:

	Series Acceptance Amount	Scaling Factor	Interpolated Mid-Swap Rate / Benchmark Security Rate*	Purchase Spread	Purchase Yield	Purchase Price
2047 Notes	€244,009,000	Not Applicable	1.535 per cent.	315 bps	4.685 per cent.	106.966 per cent.
2029 Notes	£0	Not Applicable	Not Applicable	280 bps	Not Applicable	Not Applicable
2033 Notes	£0	Not Applicable	Not Applicable	290 bps	Not Applicable	Not Applicable
2042 Notes	£0	Not Applicable	Not Applicable	300 bps	Not Applicable	Not Applicable
2057 Notes	£54,650,000	55.00 per cent.	1.752 per cent.	345 bps	5.202 per cent.	99.959 per cent.
*       Interpolated Mid-Swap Rate in respect of the 2047 Notes; Benchmark Security Rate in respect of the 2057 Notes

The Company will also pay an Accrued Interest Payment in respect of Notes accepted for purchase pursuant to the Offers.

The Settlement Date in respect of the Notes accepted for purchase pursuant to the Offers is expected to be 6 July 2017.  Following settlement of the Offers, €355,991,000 in aggregate nominal amount of the 2047 Notes, £200,000,000 in aggregate nominal amount of the 2029 Notes, £200,000,000 in aggregate nominal amount of the 2033 Notes, £173,000,000 in aggregate nominal amount of the 2042 Notes and £224,550,000 in aggregate nominal amount of the 2057 Notes will remain outstanding.

BNP Paribas (Telephone: [phone]; Attention: Liability Management Group; Email: [e-mail]), Goldman Sachs International (Telephone: [phone]; Attention: Liability Management Group; Email: [e-mail]) and RBC Europe Limited (Telephone: [phone]; Attention: Liability Management; Email: [e-mail]) are acting as Dealer Managers for the Offers.

D.F. King Ltd. (Telephone: (in London) + 44 20 7920 9700 / (in Hong Kong) [phone]; Email: [e-mail], Website: https://sites.dfkingltd.com/TescoEUROFFER) is acting as Information and Information and Tender Agent for the Offers.

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 (MAR), encompassing information relating to the Offers described above. For the purposes of MAR and Article 2 of Commission Implementing Regulation (EU) 2016/1055, this announcement is made by Robert Welch, Group Company Secretary at Tesco PLC.

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 come(s) are required by each of the Company, the Dealer Managers and the Information and Tender Agent to inform themselves about, and to observe, any such restrictions.

Tesco PLC - LEI Number: 2138002P5RNKC5W2JZ46

Tesco Corporate Treasury Services PLC - LEI Number: 21380018AJDKNF3A6712

 

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