Pricing Announcement

RNS Number : 9771N

Tesco PLC

21 June 2010

 



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)

Pricing Announcement in respect of 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"). Earlier today the Company announced the relevant Clearing Spreads, relevant acceptance amounts and relevant indicative pro-ration factors (if any) in respect of each Series of Notes accepted for purchase by the Company, each as reiterated in the table below. 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 Total Purchase Funds Available is increased to £980,187,391.28[1] as permitted in the Invitation for Offers, constituted by a total acceptance amount of £418,889,387.17 in respect of the Sterling Notes accepted for purchase and a total acceptance amount of €673,557,604.93 in respect of the Euro Notes accepted for purchase.

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:

Euro Notes

Description	€500,000,000 3.875 per cent. Notes due 2011	€1,500,000,000 5.875 per cent. Notes due 2016
ISIN	XS0248395674	XS0386772684
Reference Yield	1.153%	2.436%
Repurchase Yield	0.903%	2.876%
Purchase Price[2]	€1,022.01	€1,168.44
Accrued Interest (if any)[3]	€9.77	€45.87
Aggregate Principal Amount accepted for purchase[4]	€110,651,000	€460,665,000
Outstanding Principal Amounts after acceptances	€389,349,000	€1,039,335,000
Clearing Spread	-25 bps	+44 bps
Pro-ration factor (if any)	N/A	N/A

Sterling Notes

Description	£515,000,000 5.000 per cent. Notes due 2023	£300,000,000 4.875 per cent. Notes due 2042	£500,000,000 5.200 per cent. Notes due 2057
ISIN	XS0248392812	XS0248395245	XS0289810318
Reference Yield	3.769%	4.233%	4.213%
Repurchase Yield	4.569%	5.133%	5.213%
Purchase Price[5]	£1,035.68	£949.94	£997.65
Accrued Interest (if any)[6]	£12.60	£12.29	£15.68
Aggregate Principal Amount accepted for purchase[7]	£126,000,000	£74,279,000	£212,500,000
Outstanding Principal Amounts after acceptances	£389,000,000	£225,721,000	£287,500,000
Clearing Spread	+80 bps	+90 bps	+100 bps
Indicative pro-ration factor (if any)	0.46	N/A	N/A

The total cash amount that will be paid to each relevant Noteholder on the Settlement Date for each £1,000 principal amount of the Sterling Notes or €1,000 principal amount of the Euro Notes, as applicable, accepted for purchase (subject to the Minimum Denomination) shall equal the Purchase Price plus Accrued Interest, if any, in respect of such Note.

The Settlement Date is expected to be 24 June 2010, or as soon as reasonably practicable thereafter.

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: [e-mail] Telephone: [phone]	Goldman Sachs International Peterborough Court 133 Fleet Street London EC4A 2BB Attention: Liability Management Group Telephone: [phone]	The Royal Bank of Scotland plc 135 Bishopsgate London EC2M 3UR Attention: Liability Management Group Email: [e-mail]  Telephone: [phone]

The Tender Agent

Lucid Issuer Services Limited

Leroy House

436 Essex Road

London N1 3QP

For information by telephone: [phone]

Attention: Lee Pellicci/Thomas Choquet

Email: [e-mail]

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.

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[1]Assumes a Euro/Sterling FX rate of 1.2

[2] per  €1,000 principal amount of the Euro Notes for each Series of Notes

[3] per €1,000 principal amount of the Euro Notes for each Series of Notes

[4] Approximation for any Series subject to pro-ration

[5] per £1,000 principal amount of the Sterling Notes for each Series of Notes

[6] per £1,000 principal amount of the Sterling Notes for each Series of Notes

[7] Approximation for any Series subject to pro-ration

 

END

 

 

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