REG - Marks & Spencer PLC - Tender - Results

Marks and SpencerAnnouncement

02/06/2023 14:45

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RNS Number : 5349B  Marks & Spencer PLC  02 June 2023

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:

£300,000,000 3.000 per cent. Notes due 2023 (XS1531151253)
(the 2023 Notes)

and

£400,000,000 4.750 per cent. Notes due 2025 (XS0863523030)
(the 2025 Notes)

and

£300,000,000 3.750 per cent. Notes due 2026 (XS2258453369)
(the 2026 Notes and, together with the 2023 Notes and the 2025 Notes, the
Notes and each a Series)

2 June 2023.

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 (each, an Offer and together, the Offers).
The Company announced the indicative results of the 2025 Notes Offer and 2026
Notes Offer earlier today.

The Offers were announced on 24 May 2023 and were made on terms and subject to
the conditions contained in the tender offer memorandum dated 24 May 2023 (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

2023 Notes

The 2023 Notes Offer expired at 4:00 p.m. (London time) on 1 June 2023 (the
Expiration Deadline). As at the Expiration Deadline, £57,432,000 in aggregate
principal amount of 2023 Notes was validly tendered for purchase pursuant to
the 2023 Notes Offer.

The Company hereby announces that it has decided to accept for purchase in
cash all 2023 Notes validly tendered pursuant to the 2023 Notes Offer in full.
The final results of the 2023 Notes Offer are as follows:

 

 Description of the Notes                       ISIN          Aggregate Nominal Amount of Notes tendered and accepted for purchase  Purchase Price (per cent.)  Accrued Interest Payment (per £1,000)   Outstanding Nominal Amount     Outstanding Nominal Amount

                                                                                                                                                                                                        (before the Settlement Date)   (after the Settlement Date)
 £300,000,000 3.000 per cent.* Notes due 2023   XS1531151253  £57,432,000                                                           99.40                       £20.96                                  £185,540,000                   £128,108,000

* 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.

 

2025 Notes and 2026 Notes

 

Pricing for the 2025 Notes Offer and the 2026 Notes Offer took place at or
around midday (London time) today. The Company announces that it has set the
2025 Notes and 2026 Notes Final Acceptance Amount at £219,417,000. A summary
of the pricing and the final results for the 2025 Notes Offer and the 2026
Notes Offer appears below:

 

 Description of the Notes                        ISIN          Aggregate Nominal Amount of Notes tendered  Series Acceptance Amount  Scaling Factor (per cent.)  Purchase Yield (per cent.)  Purchase Price (per cent.)  Accrued Interest Payment (per £1,000)   Outstanding Nominal Amount     Outstanding Nominal Amount

                                                                                                                                                                                                                                                                 (before the Settlement Date)   (after the Settlement Date)
 £400,000,000 4.750 per cent.** Notes due 2025   XS0863523030  £120,944,000                                £120,944,000              Not Applicable              6.422                       99.222                      £59.01                                  £324,570,000                   £203,626,000
 £300,000,000 3.750 per cent. Notes due 2026     XS2258453369  £107,173,000                                £98,473,000               98.90                       6.906                       91.820                      £1.84                                   £300,000,000                   £201,527,000

 

** 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 2023.

Following the Settlement Date:

(i)   £128,108,000 in aggregate nominal amount of the 2023 Notes will
remain outstanding;

(ii)  £203,626,000 in aggregate nominal amount of the 2025 Notes will remain
outstanding; and

(iii) £201,527,000 in aggregate nominal amount of the 2026 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: David Shilson

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 Jeremy Townsend, Chief
Financial Officer at Marks and Spencer plc.

 

DISCLAIMER This announcement must be read in conjunction with the Tender Offer
Memorandum. No offers 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 jurisdictions 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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