WOW Woolworths Group Limited

NEW YORK, June 3, 2013 /PRNewswire/ -- Woolworths Limited (the "Company"), an Australian public company, announced today the reference yield, Full Tender Offer Consideration (as described below) and the Tender Offer Consideration (as set forth in the table below) for its previously announced tender offer for a portion of its outstanding series of notes listed in the table below (each, a "Series of Notes" and, collectively, the "Notes").  The terms and conditions of the tender offer are described in an Offer to Purchase dated May 17, 2013, as supplemented on May 23, 2013 (the "Offer to Purchase"), and the related Letter of Transmittal (collectively, the "Offer Documents").  

The tender offer will expire at 11:59 P.M., New York City time, on June 14, 2013, unless extended or earlier terminated with respect to any Tender Pool (as defined herein) (such date and time, as the same may be extended with respect to any Tender Pool, the "Expiration Date").  Holders of Notes who validly tendered their Notes at or before, and did not validly withdraw their Notes before, 5:00 P.M., New York City time, on May 31, 2013 (the "Early Tender Date") and whose Notes are accepted for purchase will receive the Full Tender Offer Consideration.  Holders of Notes who validly tender their Notes after the Early Tender Date and at or before the Expiration Date and whose Notes are accepted for purchase will receive the "Tender Offer Consideration" applicable to such Series of Notes, which will be the Full Tender Offer Consideration applicable to such Series of Notes minus the early tender payment of US$30 per US$1,000 principal amount of Notes accepted for purchase (the "Early Tender Payment").

The "Full Tender Offer Consideration" per US$1,000 principal amount of each Series of Notes tendered and accepted for purchase pursuant to the tender offer was calculated by Citigroup Global Markets Inc. and J.P. Morgan Securities LLC, the Dealer Managers for the tender offer, at 2:00 P.M., New York City time, on June 3, 2013, in the manner described in the Offer to Purchase by reference to the applicable fixed spread over the applicable yield, each as specified in the table below for each Series of Notes, and assuming that the Settlement Date (as defined herein) will occur on June 19, 2013.  The Early Tender Payment forms part of, and is not in addition to, the Full Tender Offer Consideration.  Tendering holders of Notes will also receive accrued and unpaid interest on their Notes from and including the last interest payment date applicable to such Series of Notes up to, but not including, the date of payment of the consideration for Notes accepted for purchase (the "Settlement Date").  Subject to the terms and conditions of the tender offer, the Settlement Date will follow promptly after the Expiration Date.

*Per US$1,000 principal amount of Notes validly tendered and not validly withdrawn at or prior to the Early Tender Date and accepted for purchase.

** Calculated based on an assumed Settlement Date of June 19, 2013.

Previously tendered Notes may not be validly withdrawn at or after the "Withdrawal Date," which was 5:00 P.M., New York City time, on May 31, 2013, and any Notes tendered at or after the Withdrawal Date may not be validly withdrawn unless in either case the Company is required by applicable law to permit the withdrawal or the Company elects to allow such withdrawal.

The maximum aggregate principal amount of Notes purchased in the tender offer will be (i) US$370,000,000 in the case of the Series of Notes identified in the table above as being in "Tender Pool 1" and (ii) US$260,000,000 in the case of the Series of Notes identified in the table above as being in "Tender Pool 2" (each, a "Tender Pool"), and will be subject to proration and other terms set forth in the Offer to Purchase.  The tender offer is not conditioned upon any minimum amount of Notes of any Tender Pool being tendered, but is subject to the satisfaction of certain conditions as set forth in the Offer to Purchase.

Citigroup Global Markets Inc. and J.P. Morgan Securities LLC are acting as Dealer Managers for the tender offer.  The Information Agent for the tender offer is D.F. King & Co., Inc.  Holders of Notes with questions regarding the tender offer should contact Citigroup Global Markets Inc. at (800) 558-3745 (toll free) or (212) 723-6106 (collect) or J.P. Morgan Securities LLC at (866) 834-4666 (toll free) or (212) 834-2494 (collect).  Requests for copies of any Offer Documents should be directed to the Information Agent, D.F. King & Co., Inc., at (800) 488-8075 (toll free) or (212) 269-5550 (banks and brokers).

None of the Company, the Dealer Managers or the Information Agent is making any recommendations as to whether holders of Notes should tender Notes in response to the tender offer.  Holders of Notes must decide how many Notes they will tender, if any.

The Offer Documents have not been lodged with the Australian Securities and Investments Commission and the tender offer is only available to persons in Australia to whom an offer or invitation can be made without disclosure under Parts 6D.2 or 7.9 of the Corporations Act 2001 of Australia.

Woolworths Limited is one of Australia's largest retailers measured by both sales revenue and number of stores, with over 3,000 total retail locations in Australia and New Zealand and over 190,000 employees as of May 17, 2013.  Woolworths' activities are primarily related to supermarkets, discount department stores, hardware retailing, and hotels.

Woolworths Limited's obligation to accept any securities tendered and to pay the applicable consideration for them is set forth solely in the Offer Documents.

This news release is not an offer to purchase or a solicitation of an acceptance of the tender offer. Woolworths Limited may, subject to applicable law, extend or terminate the tender offer at any time and in its sole discretion.

SOURCE Woolworths Limited