TIDM17LI
RNS Number : 5887N
Marks & Spencer PLC
01 June 2022
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
Marks and Spencer plc announces results of tender offers for its
outstanding:
GBP300,000,000 3.000 per cent. Notes due 2023 (ISIN:
XS1531151253) (the 2023 Notes)
and
GBP400,000,000 4.750 per cent. Notes due 2025 (ISIN:
XS0863523030)
(the 2025 Notes and, together with the 2023 Notes, the Notes and
each, a Series)
1 June 2022.
Marks and Spencer plc (the Company) announces today the 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 Maximum Acceptance Amount (such amount
being subject to the right of the Company to increase or decrease
it in its sole discretion) (as defined below) (each, an Offer and
together, the Offers). The Company announced the indicative results
of the Offers earlier today.
The Offers were announced on 25 May 2022 and were made on terms
and subject to the conditions contained in the tender offer
memorandum dated 25 May 2022 (the Tender Offer Memorandum).
Capitalised terms used in this announcement but not defined have
the meanings given to them in the Tender Offer Memorandum.
Results of the Offers
The Company announces that it will accept for purchase in cash
an aggregate nominal amount of the Notes validly tendered pursuant
to the Offers equal to GBP 150,560,000 . The final results of the
Offers are as follows:
Description of ISIN Aggregate Series Scaling Purchase Purchase Accrued
the Notes nominal amount Acceptance Factor Yield (per Price (per Interest
of Notes Amount (per cent.) cent.) Payment (per
tendered cent.) GBP1,000)
---------------- -------------- ---------------- ---------------- ----------- ----------- ----------- ---------------
GBP300,000,000
3.000 per
cent.* Notes Not
due 2023 XS1531151253 GBP100,560,000 GBP100,560,000 Applicable 4.381 99.790 GBP20.96
GBP400,000,000
4.750 per
cent.** Notes
due 2025 XS0863523030 GBP249,663,000 GBP50,000,000 18.415 5.383 101.675 GBP59.01
* currently paying out a coupon of 4.250 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.
** 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.
General
The Settlement Date in respect of the Notes accepted for
purchase pursuant to the Offers is expected to be 6 June 2022.
Following the Settlement Date, GBP199,440,000 in aggregate
nominal amount of the 2023 Notes will remain outstanding and
GBP350,000,000 in aggregate nominal amount of the 2025 Notes will
remain outstanding.
The Dealer Managers
BNP PARIBAS
16, Boulevard des Italiens
75009 Paris
France
Telephone: +33 1 55 77 78 94
Attention: Liability Management Group
Email: liability.management@bnpparibas.com
NatWest Markets Plc
250 Bishopsgate
London EC2M 4AA
United Kingdom
Telephone: +44 20 7678 5222
Attention: Liability Management
Email: NWMLiabilityManagement@natwestmarkets.com
The Tender Agent
Kroll Issuer Services Limited
The Shard
32 London Bridge Street
London SE1 9SG
United Kingdom
Telephone: +44 20 7704 0880
Attention: Harry Ringrose
Email: marksandspencer@is.kroll.com
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 Eoin Tonge, Chief Financial Officer at
Marks and Spencer 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 jurisdiction 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.
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END
RTEUAUARUVUNRAR
(END) Dow Jones Newswires
June 01, 2022 07:27 ET (11:27 GMT)
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