Tender Offer - Indicative Results

Marks & Spencer PLC

02 June 2023

 

THIS ANNOUNCEMENT RELATES TO THE DISCLOSURE OF INFORMATION THAT QUALIFIED OR MAY HAVE QUALIFIED AS INSIDE INFORMATION WITHIN THE MEANING OF ARTICLE 7 OF THE MARKET ABUSE REGULATION (EU) 596/2014 AS IT FORMS PART OF UK DOMESTIC LAW BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018 (EUWA).

NOT FOR DISTRIBUTION IN OR INTO OR TO ANY PERSON LOCATED OR RESIDENT IN THE UNITED STATES OF AMERICA, 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 OF AMERICA OR THE DISTRICT OF COLUMBIA (THE UNITED STATES) OR TO ANY U.S. PERSON OR IN OR INTO ANY OTHER JURISDICTION WHERE IT IS UNLAWFUL TO RELEASE, PUBLISH OR DISTRIBUTE THIS ANNOUNCEMENT.

2 June 2023

Marks and Spencer plc announces indicative results of tender offers for its outstanding:

£400,000,000 4.750 per cent. Notes due 2025 (XS0863523030)
(the 2025 Notes)

and

£300,000,000 3.750 per cent. Notes due 2026 (XS2258453369)
(the 2026 Notes and, together with the 2025 Notes, the Notes and each a Series)

Marks and Spencer plc (the Company) announces today indicative results of its invitation to holders of its outstanding Notes to tender their Notes for purchase by the Company for cash in an aggregate nominal amount of up to the 2025 Notes and 2026 Notes Maximum Acceptance Amount (such amount being subject to the right of the Company to increase or decrease it in its sole discretion) (each, an Offer and together, the Offers).

The Offers were announced on 24 May 2023 and were made on terms and subject to the conditions contained in the tender offer memorandum dated 24 May 2023 (the Tender Offer Memorandum).  Capitalised terms used in this announcement but not defined have the meanings given to them in the Tender Offer Memorandum.

Indicative Results of the Offers

The Company announces that the indicative results of the Offers are as follows:

Description of the Notes	ISIN	Outstanding Nominal Amount	Aggregate nominal amount of Notes tendered	Expected Series Acceptance Amount	Indicative Scaling Factor (per cent.)
£400,000,000 4.750 per cent.* Notes due 2025	XS0863523030	£324,570,000	£120,944,000	£120,944,000	Not Applicable
£300,000,000 3.750 per cent. Notes due 2026	XS2258453369	£300,000,000	£107,173,000	£98,473,000	98.90

* currently paying out a coupon of 6.000 per cent., including a Step Up Margin of 1.25 per cent. per annum following the occurrence of a Step Up Rating Change as that term is defined in the final terms for the Notes.

The Company also announces that the 2025 Notes and 2026 Notes Final Acceptance Amount is expected to be set at £219,417,000 in aggregate nominal amount of Notes, with the allocation of funds as between the 2025 Notes and the 2026 Notes to be determined in the sole discretion of the Company.

The Company will announce, as soon as reasonably practicable after the Pricing Time (as defined below), whether it will accept valid tenders of Notes pursuant to the Offers and, if so accepted, (i) the 2025 Notes and 2026 Notes Final Acceptance Amount and each Series Acceptance Amount; (ii) each Purchase Yield; (iii) each relevant Purchase Price; (iv) any applicable Scaling Factors; (v) the Settlement Date; (vi) the Accrued Interest Payment payable in respect of each Series; and (vii) the nominal amount of Notes of each Series that will remain outstanding after the Settlement Date (if any).

The Offers remain subject to the conditions and restrictions set out in the Tender Offer Memorandum. The Company is not under any obligation to accept any tender of Notes for purchase pursuant to either Offer.  Tenders of Notes for purchase may be rejected in the sole and absolute discretion of the Company for any reason and the Company is not under any obligation to Noteholders to furnish any reason or justification for refusing to accept a tender of Notes for purchase.  In addition, the Company may, in its sole discretion, extend, re-open, amend or waive any condition of or terminate any Offer at any time (subject to applicable law and as provided in the Tender Offer Memorandum).

The Purchase Yield and Purchase Price in relation to each Series is expected to be determined at or around midday (London time) (the Pricing Time) today in the manner described in the Tender Offer Memorandum.

For the avoidance of doubt, the results of the Company's invitation to holders of its outstanding £300,000,000 3.000 per cent. Notes due 2023 (XS1531151253) for purchase by the Company for cash, which was made subject to the terms and conditions contained in the Tender Offer Memorandum, will be announced as soon as reasonably practicable after the Pricing Time and in accordance with the Tender Offer Memorandum.

The expected Settlement Date is 6 June 2023.

Full details concerning the Offers are set out in the Tender Offer Memorandum.

Questions and requests for assistance in connection with the Offers may be directed to the Dealer Managers and the Tender Agent, the contact details for both of which are set out below.

The Dealer Managers

BNP Paribas

16, Boulevard des Italiens

75009 Paris

France

Telephone: [phone]

Attention: Liability Management Group

Email: [e-mail]

NatWest Markets Plc

250 Bishopsgate

London EC2M 4AA

United Kingdom

Telephone: [phone]

Attention: Liability Management

Email: [e-mail]  

The Tender Agent

Kroll Issuer Services Limited

The Shard

32 London Bridge Street

London SE1 9SG

United Kingdom

Telephone: [phone]

Attention: David Shilson

Email: [e-mail]   

Website: https://deals.is.kroll.com/marksandspencer

This announcement is released by Marks and Spencer 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), as it forms part of UK domestic law by virtue of the EUWA (UK MAR), encompassing information relating to the Offers described above. For the purposes of UK MAR and Article 2 of the binding technical standards published by the Financial Conduct Authority in relation to MAR as regards Commission Implementing Regulation (EU) 2016/1055, this announcement is made by Jeremy Townsend, Chief Financial Officer at Marks and Spencer plc.

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

 

END