TIDM17LI
RNS Number : 8205E
Marks & Spencer PLC
10 November 2020
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 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 (SEE "OFFER AND DISTRIBUTION RESTRICTIONS"
BELOW).
Marks and Spencer plc announces a Tender Offer for its
outstanding GBP300,000,000 6.125 per cent. Notes due 2021
10 November 2020.
Marks and Spencer plc (the Company) announces today an
invitation to holders of its outstanding GBP300,000,000 6.125 per
cent. Notes due 2021 (the Notes) to tender their Notes for purchase
by the Company for cash (such invitation the Offer).
The Offer is being made on the terms and subject to the
conditions contained in the tender offer memorandum dated 10
November 2020 (the Tender Offer Memorandum) prepared by the
Company, and is subject to the offer restrictions set out below and
as more fully described in the Tender Offer Memorandum.
Copies of the Tender Offer Memorandum are (subject to
distribution restrictions) available from the Tender Agent as set
out below. Capitalised terms used in this announcement but not
defined have the meanings given to them in the Tender Offer
Memorandum.
Summary of the Offer
Description ISIN/Common Outstanding Purchase Price Amount subject
of the Notes Code Nominal Amount to the Offer
----------------- ------------ --------------- ----------------- --------------
GBP300,000,000 XS0715454079 GBP300,000,000 106.25 per cent. Any and all
6.125 per cent.* / 071545407 of the principal
Notes due 2021 amount of the
Notes
* with 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.
Rationale for the Offer
The rationale of the Offer is for the Company to manage
proactively the Company's upcoming debt redemptions, to lower the
average cost of the Company's debt portfolio and to manage the
average debt maturity profile of the Company.
Purchase Price
The Company will pay for any Notes validly tendered and accepted
by it (subject to the satisfaction or waiver of the New Financing
Condition (as defined below) on or prior to the Settlement Date)
for purchase pursuant to the Offer at a price (the Purchase Price)
equal to 106.25 per cent. of the principal amount of such
Notes.
Accrued Interest
The Company will also pay accrued and unpaid interest (an
Accrued Interest Payment) from (and including) 6 December 2019
(being the immediately preceding interest payment date for the
Notes) to (but excluding) the Settlement Date in respect of any
Notes accepted for purchase by the Company pursuant to the
Offer.
New Financing Condition
On 10 November 2020, the Company announced that it intends to
issue a new series of sterling denominated fixed rate notes (the
New Notes) under its GBP3,000,000,000 Euro Medium Term Note
Programme (the Programme), subject to market conditions.
Whether the Company will purchase any Notes validly tendered in
the Offer is conditional on the successful completion (in the sole
determination of the Company) of the offering of the New Notes (the
New Financing Condition) (or, in the sole determination of the
Company, the waiver of such condition).
Even if the New Financing Condition is satisfied (or waived),
the Company is under no obligation to accept for purchase any Notes
validly tendered pursuant to the Offer. The acceptance for purchase
by the Company of Notes validly tendered pursuant to the Offer is
at the sole and absolute discretion of the Company and tenders may
be rejected by the Company for any reason.
Any investment decision to purchase any New Notes should be made
solely on the basis of the information contained in (i) the
offering circular dated 6 November 2020 prepared in connection with
the Programme (the Programme Offering Circular); and (ii) the final
terms to be prepared in connection with the New Notes, and no
reliance is to be placed on any representations other than those
contained in the Programme Offering Circular.
The New Notes are not being, and will not be, offered or sold in
the United States. Nothing in the Tender Offer Memorandum
constitutes an offer to sell or the solicitation of an offer to buy
the New Notes in the United States or any other jurisdiction.
Securities may not be offered, sold or delivered in the United
States absent registration under, or an exemption from the
registration requirements of, the United States Securities Act of
1933, as amended (the Securities Act). The New Notes have not been,
and will not be, registered under the Securities Act or the
securities laws of any state or other jurisdiction of the United
States and may not be offered, sold or delivered, directly or
indirectly, within the United States or to, or for the account or
benefit of, U.S. persons (as defined in Regulation S of the
Securities Act).
Compliance information for the New Notes: MiFID II
professionals/ECPs-only/No PRIIPs KID - eligible counterparties and
professional clients only (all distribution channels). No sales to
EEA or UK retail investors; no key information document has been or
will be prepared. See the Programme Offering Circular for further
information.
No action has been or will be taken in any jurisdiction in
relation to the New Notes to permit a public offering of
securities.
Allocation of the New Notes
The Company will, in connection with allocations of the New
Notes, consider among other factors whether or not the relevant
investor seeking an allocation of the New Notes has validly
tendered or indicated a firm intention to tender their Notes
pursuant to the Offer, and, if so, the aggregate nominal amount of
Notes tendered or intended to be tendered by such investor. When
considering allocations of the New Notes, the Company intends to
give preference to those investors who, prior to such allocation,
have tendered, or indicated their intention to tender, Notes. Any
allocation of the New Notes will be applicable up to the aggregate
nominal amount of Notes tendered or firmly indicated to be tendered
pursuant to the Offer. However, the Company is not obliged to
allocate the New Notes to an investor which has validly tendered or
indicated a firm intention to tender their Notes pursuant to the
Offer. Any allocation of the New Notes, while being considered by
the Company as set out above, will be made in accordance with
customary new issue allocation processes and procedures and, if New
Notes are allocated, the principal amount thereof may be less or
more than the principal amount of Notes tendered by such Noteholder
and accepted by the Company pursuant to the Offer.
In the event that a Noteholder validly tenders Notes pursuant to
the Offer, such Notes will remain subject to such tender and the
conditions of the Offer as set out in the Tender Offer Memorandum
irrespective of whether that Noteholder receives all, part or none
of any allocation of New Notes for which it has applied.
Tender Instructions and Offer Conditions
In order to participate in, and be eligible to receive the
Purchase Price and Accrued Interest Payment pursuant to, the Offer,
Noteholders must validly tender their Notes by delivering, or
arranging to have delivered on their behalf, a valid Tender
Instruction that is received by the Tender Agent by 4.00 p.m.
(London time) on 18 November 2020 (the Expiration Deadline).
Tender Instructions will be irrevocable except in the limited
circumstances described in the Tender Offer Memorandum.
Noteholders are advised to check with any bank, securities
broker or other intermediary through which they hold Notes when
such intermediary would need to receive instructions from a
Noteholder in order for that Noteholder to be able to participate
in, or (in the limited circumstances in which revocation is
permitted) revoke their instruction to participate in, the Offer by
the deadlines specified in the Tender Offer Memorandum. The
deadlines set by any such intermediary and each Clearing System for
the submission and withdrawal of Tender Instructions will be
earlier than the relevant deadlines specified in the Tender Offer
Memorandum.
Tender Instructions must be submitted in respect of a nominal
amount of Notes of no less than GBP100,000, being the minimum
denomination of the Notes, and may, in each case, be submitted in
integral multiples of GBP1,000 above GBP100,000.
Indicative Timetable for the Offer
Events Times and Dates
(All times are London time)
Commencement of the Offer 10 November 2020
Announcement of the Offer. Tender Offer Memorandum available from the Tender
Agent.
Pricing of the New Notes
Expected pricing of the New Notes. Prior to the Expiration Deadline
Expiration Deadline 4.00 p.m. on 18 November 2020
Final deadline for receipt of valid Tender Instructions by the Tender Agent in
order for Noteholders
to be able to participate in the Offer.
Announcement of Results of the Offer On or around 19 November 2020
Announcement of whether (subject to satisfaction or waiver of the New Financing
Condition
on or prior to the Settlement Date) the Company will accept valid tenders of Notes
pursuant
to the Offer and, if so accepted, (i) the aggregate nominal amount of Notes
validly tendered
pursuant to the Offer and accepted for purchase; and (ii) the nominal amount of
Notes that
will remain outstanding after the Settlement Date (if any).
Settlement Date 20 November 2020
Subject to the satisfaction or waiver of the New Financing Condition on or prior
to the Settlement
Date, expected Settlement Date for the Offer.
The above times and dates are subject to the right of the
Company to, extend, re-open, amend and/or terminate the Offer
(subject to applicable law and as provided in the Tender Offer
Memorandum).
Noteholders are advised to check with any bank, securities
broker or other intermediary through which they hold Notes when
such intermediary would need to receive instructions from a
Noteholder in order for that Noteholder to be able to participate
in, or (in the limited circumstances in which revocation is
permitted) revoke their instruction to participate in, the Offer
before the deadlines specified in this Tender Offer Memorandum. The
deadlines set by any such intermediary and each Clearing System for
the submission of Tender Instructions will be earlier than the
relevant deadlines specified above and in the Tender Offer
Memorandum.
Unless stated otherwise, announcements in connection with the
Offer will be made (i) by publication through RNS and (ii) by the
delivery of notices to the Clearing Systems for communication to
Direct Participants. Such announcements may also be made on the
relevant Reuters Insider Screen and by the issue of a press release
to a Notifying News Service. Copies of all such announcements,
press releases and notices can also be obtained upon request from
the Tender Agent, the contact details for which are below.
Significant delays may be experienced where notices are delivered
to the Clearing Systems and Noteholders are urged to contact the
Tender Agent for the relevant announcements during the course of
the Offer. In addition, Noteholders may contact the Dealer Managers
for information using the contact details below.
Noteholders are advised to read carefully the Tender Offer
Memorandum for full details of, and information on the procedures
for, participating in the Offer.
Questions and requests for assistance in connection with (i) the
Offer may be directed to the Global Coordinator or Dealer Managers,
and (ii) the delivery of Tender Instructions may be directed to the
Tender Agent, the contact details for each of which are set out
below.
The Global Coordinator
NatWest Markets Plc
250 Bishopsgate
London EC2M 4AA
United Kingdom
Telephone: +44 20 7678 5222
Attention: Liability Management
Email: liabilitymanagement@natwestmarkets.com
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
SMBC Nikko Capital Markets Limited
One New Change
London EC4M 9AF
United Kingdom
Telephone: +44 20 3527 7545
Attention: Liability Management
Email: LM.EMEA@smbcnikko-cm.com
MUFG Securities EMEA plc
Ropemaker Place
25 Ropemaker Street
London EC2Y 9AJ
United Kingdom
Telephone: +44 20 7577 4218
Attention: Liability Management Group
Email: liability.management@mufgsecurities.com
NatWest Markets Plc
250 Bishopsgate
London EC2M 4AA
United Kingdom
Telephone: +44 20 7678 5222
Attention: Liability Management
Email: liabilitymanagement@natwestmarkets.com
The Tender Agent
Lucid Issuer Services Limited
Tankerton Works
12 Argyle Walk
London WC1H 8HA
United Kingdom
Telephone: +44 20 7704 0880
Attention: Owen Morris
Email: marksandspencer@lucid-is.com
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
Regulations (EU) 596/2014 (MAR), encompassing information relating
to the Offers described above. For the purposes of MAR and Article
2 of 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. This announcement and the Tender Offer
Memorandum contain important information which should be read
carefully before any decision is made with respect to the Offer. If
any Noteholder is in any doubt as to the contents of the Tender
Offer Memorandum or the action it should take, it is recommended to
seek its own financial and legal advice, including in respect of
any tax consequences, immediately from its broker, bank manager,
solicitor, accountant or other independent financial or legal
adviser. Any individual or company whose Notes are held on its
behalf by a broker, dealer, bank, custodian, trust company or other
nominee must contact such entity if it wishes to tender such Notes
pursuant to the Offer. None of the Company, the Dealer Managers or
the Tender Agent or any of their respective directors, employees or
affiliates makes any recommendation whether Noteholders should
tender Notes pursuant to the Offer.
OFFER AND DISTRIBUTION RESTRICTIONS
The distribution of this announcement and/or the Tender Offer
Memorandum in certain jurisdictions may be restricted by law.
Persons into whose possession this announcement and/or the Tender
Offer Memorandum come(s) are required by each of the Company, the
Dealer Managers and the Tender Agent to inform themselves about,
and to observe, any such restrictions. Nothing in this announcement
nor the Tender Offer Memorandum constitutes an offer to buy or a
solicitation of an offer to sell the Notes (and tenders of Notes in
the Offer will not be accepted from any Noteholders) in any
circumstances in which such offer or solicitation is unlawful. In
those jurisdictions where the securities, blue sky or other laws
require the Offer to be made by a licensed broker or dealer and any
of the Dealer Managers or any of their respective affiliates is
such a licensed broker or dealer in any such jurisdiction, the
Offer shall be deemed to be made by such Dealer Manager or such
affiliate, as the case may be, on behalf of the Company in such
jurisdiction.
United States
The Offer is not being made, and will not be made, directly or
indirectly in or into, or by use of the mails of, or by any means
or instrumentality of interstate or foreign commerce of or of any
facilities of a national securities exchange of, the United States
or to any U.S. Person (as defined in Regulation S of the United
States Securities Act of 1933, as amended (each, a U.S. Person)).
This includes, but is not limited to, facsimile transmission,
electronic mail, telex, telephone, the internet and other forms of
electronic communication. Notes may not be tendered in the Offer by
any such use, means, instrumentality or facility from or within the
United States or by persons located or resident in the United
States or by, or by any person acting for the account or benefit
of, a U.S. Person. Accordingly, copies of this announcement, the
Tender Offer Memorandum and any other documents or materials
relating to the Offer are not being, and must not be, directly or
indirectly mailed or otherwise transmitted, distributed or
forwarded (including, without limitation, by custodians, nominees
or trustees) in or into the United States or to any persons located
or resident in the United States or to any U.S. Person. Any
purported tender of Notes in the Offer resulting directly or
indirectly from a violation of these restrictions will be invalid
and any purported tender of Notes made by, or by any person acting
for the account or benefit of, a U.S. Person or by a person located
in the United States or any agent, fiduciary or other intermediary
acting on a non-discretionary basis for a principal giving
instructions from within the United States will be invalid and will
not be accepted.
Neither the announcement nor the Tender Offer Memorandum is an
offer of securities for sale in the United States or to U.S.
persons. Securities may not be offered or sold in the United States
absent registration under, or an exemption from the registration
requirements of, the Securities Act. The New Notes have not been,
and will not be, registered under the Securities Act or the
securities laws of any state or other jurisdiction of the United
States, and may not be offered, sold or delivered, directly or
indirectly, in the United States or to, or for the account or
benefit of, U.S. Persons.
Each Noteholder participating in the Offer will represent that
it is not a U.S. Person, it is not located in the United States and
is not participating in the Offer from the United States, or it is
acting on a non-discretionary basis for a principal located outside
the United States that is not giving an order to participate in the
Offer from the United States and is not a U.S. Person. For the
purposes of this and the above two paragraphs, United States means
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 and the District of Columbia.
Italy
None of the Offer, this announcement, the Tender Offer
Memorandum or any other document or materials relating to the Offer
have been or will be submitted to the clearance procedures of the
Commissione Nazionale per le Società e la Borsa (CONSOB) pursuant
to Italian laws and regulations. The Offer is being carried out in
the Republic of Italy (Italy) as an exempted offer pursuant to
article 101-bis, paragraph 3-bis of the Legislative Decree No. 58
of 24 February 1998, as amended (the Financial Services Act) and
article 35-bis, paragraph 4 of CONSOB Regulation No. 11971 of 14
May 1999, as amended.
Noteholders or beneficial owners of the Notes that are resident
and/or located in Italy can tender Notes for purchase pursuant to
the Offer through authorised persons (such as investment firms,
banks or financial intermediaries permitted to conduct such
activities in Italy in accordance with the Financial Services Act,
CONSOB Regulation No. 20307 of 15 February 2018, as amended, and
Legislative Decree No. 385 of 1 September 1993, as amended) and in
compliance with any other applicable laws and regulations and with
any requirements imposed by CONSOB and any other Italian
authority.
Each intermediary must comply with the applicable laws and
regulations concerning information duties vis-à-vis its clients in
connection with the Notes or the Offer.
United Kingdom
The communication of this announcement, the Tender Offer
Memorandum and any other documents or materials relating to the
Offer is not being made and such documents and/or materials have
not been approved by an authorised person for the purposes of
section 21 of the Financial Services and Markets Act 2000 (FSMA).
Accordingly, this announcement, the Tender Offer Memorandum and
such documents and/or materials are not being distributed to, and
must not be passed on to, persons in the United Kingdom other than
(i) to those persons in the United Kingdom falling within the
definition of investment professionals (as defined in Article 19(5)
of the Financial Services and Markets Act 2000 (Financial
Promotion) Order 2005 (the Financial Promotion Order)), (ii) to
those persons falling within Article 43(2) of the Financial
Promotion Order, including existing members and creditors of the
Company, or (iii) to any other persons to whom it may otherwise
lawfully be made under the Financial Promotion Order.
France
The Offer is not being made, directly or indirectly, to the
public in the Republic of France (France). This announcement, the
Tender Offer Memorandum and any other offering material relating to
the Tender Offer may be distributed in France only to qualified
investors (investisseurs qualifiés) as defined in Article 2(e) of
Regulation (EU) 2017/1129 and in accordance with Articles L.411-1
and L.411-2 of the French Code monétaire et financier. None of this
announcement, the Tender Offer Memorandum, or any other such
offering material has been or will be submitted for clearance to,
or approved by, the Autorité des marches financiers.
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.
RNS may use your IP address to confirm compliance with the terms
and conditions, to analyse how you engage with the information
contained in this communication, and to share such analysis on an
anonymised basis with others as part of our commercial services.
For further information about how RNS and the London Stock Exchange
use the personal data you provide us, please see our Privacy
Policy.
END
TENBMBPTMTABMRM
(END) Dow Jones Newswires
November 10, 2020 03:59 ET (08:59 GMT)
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