42TF Co-op.gp. 25

TIDM42TF

RNS Number : 0951Z

Co-operative Group Limited

15 May 2019

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 (the United States) OR TO ANY U.S. PERSON OR INTO ANY OTHER JURISDICTION WHERE IT IS UNLAWFUL TO DISTRIBUTE THIS ANNOUNCEMENT.

15 May 2019

CO-OPERATIVE GROUP LIMITED ANNOUNCES RESULTS OF TENDER OFFER

On 7 May 2019, Co-operative Group Limited (the Offeror) launched an invitation to holders of its outstanding GBP450,000,000 5.625 per cent. Notes (currently paying interest at the step-up amount of 6.875 per cent.) due 2020 (ISIN: XS0629969352) (the Notes), which are guaranteed by Funeral Services Limited, Co-operative Group Holdings (2011) Limited, Co-operative Group Food Limited, Co-operative Foodstores Limited and Rochpion Properties (4) LLP (each a Guarantor and together, the Guarantors) to tender their Notes for purchase by the Offeror for cash (the Offer) in an aggregate principal amount (the Maximum Acceptance Amount), such that the total amount payable by the Offeror (excluding Accrued Interest) is no greater than the Maximum Consideration Amount, subject to the conditions and offer restrictions contained in the Tender Offer Memorandum (as defined below). Capitalised terms used and not otherwise defined in this announcement have the meanings given in the tender offer memorandum dated 7 May 2019 (the Tender Offer Memorandum).

The Offeror announced on 9 May 2019 that it had set the Maximum Consideration Amount at GBP300,000,000.

The Expiration Deadline for the Offer was 5:00 p.m. (London time) on 14 May 2019.

The Offeror today announces the results of the Offer.

As at the Expiration Deadline, the Offeror had received valid tenders of GBP273,831,000 in aggregate principal amount of the Notes. The Offeror will (subject to satisfaction or waiver of the New Issue Condition) accept for purchase in cash all such Notes validly tendered pursuant to the Offer in full with no pro rata scaling. The Offeror will pay Accrued Interest of GBP5,895.55 per GBP100,000 in principal amount of such Notes.

Whether the Offeror will purchase any Notes validly tendered in the Offer is subject, without limitation, to the New Issue Condition.

Subject to satisfaction or waiver of the New Issue Condition on or prior to the Tender Offer Settlement Date, the expected Tender Offer Settlement Date is 17 May 2019.

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

Questions and requests for assistance in connection with the Offer may be directed to the Dealer Managers:

Barclays Bank PLC (Telephone: +44 (0) 20 3134 8515; Attention: Liability Management Group; Email: eu.lm@barclays.com)

ING Bank N.V., London Branch (Telephone: + 44 (0) 20 7767 6784; Attention: Liability Management Group; Email: liability.management@ing.com)

Lloyds Bank Corporate Markets plc (Telephone: +44 (0) 20 7158 1719 / 1726; Attention: Liability Management Group; liability.management@lloydsbanking.com)

Questions and requests for assistance in connection with the delivery of Tender Instructions may be directed to the Tender Agent:

Lucid Issuer Services Limited (Telephone: +44 (0) 20 7704 0880; Attention: Thomas Choquet; Email: co-op@lucid-is.com)

This announcement is released by Co-operative Group Limited and contains information that qualified or may have qualified as insider information for the purposes of Article 7 of Market Abuse Regulation (EU) 596/2014 (MAR), encompassing information relating to the Offer described above. For the purpose of MAR and Article 2 of Commission Implementing Regulation (EU) 2016/1055, this announcement is made by Ian Ellis, Chief Financial Officer of Co-operative Group Limited.

DISCLAIMER This announcement must be read in conjunction with the Tender Offer Memorandum. No offer or invitation to acquire or sell any securities is being made pursuant to this announcement. None of the Dealer Managers, the Tender Agent or any of their respective directors, employees or affiliates takes any responsibility for the contents of this announcement or the Tender Offer Memorandum, or for any failure by the Offeror to disclose events that may have occurred which may affect the significance or accuracy of the information set out in it since the date of this announcement or the Tender Offer Memorandum.

Nothing in this announcement or the Tender Offer Memorandum or the electronic transmission thereof constitutes an offer to buy or the solicitation of an offer to sell Notes (and tenders of Notes in the Offer will not be accepted from Noteholders) in any circumstances in which such offer or solicitation is unlawful.

This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact rns@lseg.com or visit www.rns.com.

END

RTEFMGMKNKZGLZG

(END) Dow Jones Newswires

May 15, 2019 03:52 ET (07:52 GMT)

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