TIDMBB90
RNS Number : 4302N
Lewis(John) PLC
25 October 2016
NOT FOR DISTRIBUTION IN OR INTO OR TO ANY PERSON LOCATED OR
RESIDENT IN THE UNITED STATES, ITS TERRITORIES AND POSSESSIONS, ANY
STATE OF THE UNITED STATES OR THE DISTRICT OF COLUMBIA (INCLUDING
PUERTO RICO, THE US VIRGIN ISLANDS, GUAM, AMERICAN SAMOA, WAKE
ISLAND AND THE NORTHERN MARIANA ISLANDS) OR IN OR INTO OR TO ANY
PERSON LOCATED OR RESIDENT IN ANY OTHER JURISDICTION WHERE IT IS
UNLAWFUL TO DISTRIBUTE THIS DOCUMENT.
John Lewis plc
25 October 2016
Supplemental Consent Solicitation Memorandum
On 17 October 2016, John Lewis plc (the "Issuer" or "John
Lewis") announced invitations to holders of each series of bonds
("Holders") described in the table below (together the "Bonds", and
each series of the Bonds a "Series") to consent to certain
amendments to the terms and conditions of the relevant Bonds (each
such invitation a "Consent Solicitation" and collectively the
"Consent Solicitations") and distributed a consent solicitation
memorandum dated 17 October 2016 in respect of the Consent
Solicitations (the "Consent Solicitation Memorandum"):
Details of the Bonds
Description ISIN Outstanding
principal
amount
GBP275,000,000 8.375 per XS0421003665 GBP275,000,000
cent. Bonds due 2019
GBP300,000,000 6.125 per XS0527985583 GBP300,000,000
cent. Bonds due 2025
GBP300,000,000 4.250 per XS1140961563 GBP300,000,000
cent. Bonds due 2034
Supplemental Consent Solicitation Memorandum
Following consultation with investors subsequent to the
distribution of the Consent Solicitation Memorandum, John Lewis has
prepared a supplemental consent solicitation memorandum (the
"Supplemental Consent Solicitation Memorandum") which sets out
certain amendments to the procedures for participating in the
Consent Solicitation.
Subject to the restrictions described below, Holders may obtain
a copy of the Supplemental Consent Solicitation Memorandum from the
Tabulation Agent, the contact details for which are set out below.
In order to receive a copy of the Supplemental Consent Solicitation
Memorandum, a Holder will be required to provide certain
confirmations as to his or her status as a Holder. Holders are
advised to read carefully the Supplemental Consent Solicitation
Memorandum.
Capitalised terms used in this announcement but not defined have
the meanings given to them in the Supplemental Consent Solicitation
Memorandum.
Amendments to the procedures for participating in the Consent
Solicitations
John Lewis has decided to amend the procedures for participating
in the Consent Solicitation by extending the Early Instruction
Deadline from 4.00 p.m. (London time) on Friday 28 October 2016 to
10.00 a.m. (London time) on Monday 7 November 2016 (the "Revised
Early Instruction Deadline"), thereby removing the distinction
between the Early Instruction Fee and the Late Instruction Fee such
that, subject as set out in the following paragraph, the Early
Instruction Fee will be payable to all Holders who vote in favour
of the relevant Extraordinary Resolution prior to the Revised Early
Instruction Deadline and who do not revoke their votes.
Accordingly, Holders who deliver, or arrange to have delivered
on their behalf, and who do not revoke, valid Electronic Voting
Instructions in respect of and in favour of the relevant
Extraordinary Resolution prior to 10.00 a.m. (London time) on
Monday 7 November 2016 shall be eligible to receive an amount equal
to 0.25 per cent. of the principal amount of the Bonds which are
the subject of such Electronic Voting Instruction (the "Early
Instruction Fee"), subject to (i) the Extraordinary Resolution in
respect of the relevant Series being duly passed and the
corresponding amendments to the Conditions of the relevant Series
of Bonds being implemented, and (ii) the Extraordinary Resolution
in respect of each other Series of Bonds being duly passed and the
corresponding amendments to the Conditions of each other Series of
Bonds being implemented. However, John Lewis shall have full
discretion to waive condition (ii) above. Holders who (i) submit or
deliver Electronic Voting Instructions after the Revised Early
Instruction Deadline, (ii) submit or deliver Electronic Voting
Instructions voting against the relevant Extraordinary Resolution,
or (iii) otherwise vote in respect of the relevant Extraordinary
Resolution other than by submission or delivery of an Electronic
Voting Instruction, will not be eligible to receive the Early
Instruction Fee or any other Instruction Fee.
Holders are advised to read carefully the Supplemental Consent
Solicitation Memorandum for full details of, and information on the
procedures for participating in, any Consent Solicitation.
Questions and requests for assistance in connection with the
Consent Solicitations may be directed to the Solicitation
Agents:
Solicitation Agents
HSBC Bank plc J.P. Morgan Securities plc
8 Canada Square 25 Bank Street
London E14 5HQ Canary Wharf
London E14 5JP
Telephone: +44 207 134 2468
Telephone: +44 207 992 6237 Email: emea_lm@jpmorgan.com
LM_EMEA@hsbc.com Attention: Liability Management
Attention: Liability Management Group
Tabulation Agent
Lucid Issuer Services Limited
Tankerton Works
12 Argyle Walk
London WC1H 8HA
Telephone: +44 20 7704 0880
Attention: David Shilson
Email: johnlewis@lucid-is.com
DISCLAIMER: This announcement must be read in conjunction with
the Supplemental Consent Solicitation Memorandum. The Supplemental
Consent Solicitation Memorandum contains important information
which should be read carefully before any decision is made with
respect to the Consent Solicitation. If any Holder is in any doubt
as to the action it should take or is unsure of the impact of the
implementation of the Proposals, 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, tax or legal adviser.
Any individual or company whose Bonds are held on its behalf by a
broker, dealer, bank, custodian, trust company or other nominee or
intermediary must contact such entity if it wishes to participate
in the Consent Solicitation or otherwise participate in the
Proposals. None of the Issuer, the Solicitation Agents, the
Tabulation Agent, the Trustee or the Principal Paying Agent makes
any recommendation as to whether Holders should participate in the
Consent Solicitation or otherwise participate in the Proposals.
Nothing in this announcement or the Supplemental Consent
Solicitation Memorandum constitutes or contemplates an offer of, an
offer to purchase or the solicitation of an offer to purchase or
sell any security in any jurisdiction. The distribution of this
announcement and the Supplemental Consent Solicitation Memorandum
in certain jurisdictions may be restricted by law, and persons into
whose possession this announcement or the Supplemental Consent
Solicitation Memorandum comes are requested to inform themselves
about, and to observe, any such restrictions.
Each Holder participating in any Consent Solicitation will be
required to make certain representations. Any Electronic Voting
Instruction from a Holder that is unable to make these
representations will not be accepted.
This information is provided by RNS
The company news service from the London Stock Exchange
END
DOCEALESADLKFFF
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