REG - Tesco Personal FinGp - Tesco Personal Finance Group PLC - Tender Offer

TescoAnnouncement

04/11/2022 10:00

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RNS Number : 3554F  Tesco Personal Finance Group PLC  04 November 2022

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 AS IT FORMS PART OF UK DOMESTIC LAW
BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018 (EUWA).

NOT FOR RELEASE, PUBLICATION OR 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 IN OR
INTO ANY OTHER JURISDICTION WHERE IT IS UNLAWFUL TO RELEASE, PUBLISH OR
DISTRIBUTE THIS ANNOUNCEMENT (SEE "OFFER AND DISTRIBUTION RESTRICTIONS"
BELOW).

Tesco Personal Finance Group PLC announces a Tender Offer for its
£250,000,000 3.500 per cent. Fixed Rate Reset Senior Notes due 2025

4 November 2022

Tesco Personal Finance Group PLC (the Company) announces today an invitation
to holders of its outstanding £250,000,000 3.500 per cent. Fixed Rate Reset
Senior Notes due 2025 (ISIN: XS2031923126) (the Notes) to tender any and all
of 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 4 November 2022 (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 /                    Outstanding Nominal Amount  First Optional Call Date  Benchmark Security                                                         Purchase Spread  Hypothetical Purchase Price (Illustrative)((1))  Amount subject

of the Notes
Common Code
to the Offer
 £250,000,000 3.500 per cent. Fixed Rate Reset Senior Notes due 2025   XS2031923126 / 203192312  £250,000,000                25 July 2024              2.75 per cent. UK Treasury Gilt due 7 September 2024 (ISIN: GB00BHBFH458)  280 bps          96.214 per cent.                                 Any and all
 (1)           For illustrative purposes only, a hypothetical
 Purchase Price is set out in the table above, which has been calculated on the
 basis of (i) a Purchase Spread of 280 bps; and (ii) a hypothetical Benchmark
 Security Rate that was determined at a hypothetical Pricing Time of 2.00 p.m.
 (London time) on 3 November 2022, and assuming a Settlement Date of 16
 November 2022. Noteholders should note that the actual Purchase Price
 determined in the manner described in the Tender Offer Memorandum could differ
 significantly from the hypothetical Purchase Price set out in the table above.

Rationale for the Offer

The Offer is being made in the context of the Company's strategic aim of
reducing costs by achieving net annual interest savings. The Company intends
to cancel any Notes purchased by it.

Purchase Price and Accrued Interest

The Company will pay for any Notes validly tendered and accepted for purchase
by it pursuant to the Offer a purchase price for such Notes (the Purchase
Price) to be determined at or around 2.00 p.m. (London time) on 14 November
2022 (the Pricing Time) in the manner described in the Tender Offer Memorandum
by reference to the sum (such sum, the Purchase Yield) of (i) the purchase
spread of 280 bps (the Purchase Spread) and (ii) the Benchmark Security Rate.

The Purchase Price will be determined in accordance with market convention and
expressed as a percentage of the nominal amount of the Notes accepted for
purchase pursuant to the Offer (rounded to the nearest 0.001 per cent., with
0.0005 per cent. rounded upwards), and is intended to reflect a yield to 25
July 2024 (being the first optional call date in respect of the Notes) on the
Settlement Date based on the Purchase Yield. Specifically, the Purchase Price
will equal (a) the value of all remaining payments of principal and interest
on the Notes up to and including 25 July 2024 (assuming all outstanding Notes
are redeemed at their principal amount on 25 July 2024), discounted to the
Settlement Date at a discount rate equal to the Purchase Yield, minus (b)
Accrued Interest.

The Company will also pay an Accrued Interest Payment in respect of any Notes
accepted for purchase pursuant to the Offer.

Any and All Offer

If the Company decides to accept valid tenders of any Notes for purchase
pursuant to the Offer, it will accept for purchase all Notes that are validly
tendered in full, with no pro rata scaling.

Tender Instructions

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 11 November 2022, unless extended, re-opened,
amended and/or terminated as provided in the Tender Offer Memorandum (the
Expiration Deadline).

Tender Instructions will be irrevocable except in the limited circumstances
described in the Tender Offer Memorandum.

Tender Instructions must be submitted in respect of a minimum nominal amount
of £100,000, being the minimum denomination of the Notes, and may thereafter
be submitted in integral multiples of £1,000 in nominal amount of the Notes.

Indicative Timetable for the key events relating to the Offer

 Events                                                                           Times and Dates

                                                                                  (All times are London time)
 Commencement of the Offer                                                        Friday, 4 November 2022

 Offer announced. Tender Offer Memorandum available on the Offer Website and
 from the Tender Agent.
 Expiration Deadline                                                              4.00 p.m. on Friday, 11 November 2022

 Final deadline for receipt of valid Tender Instructions by the Tender Agent in
 order for Noteholders to be able to participate in the Offer.
 Pricing Time

 Determination of the Benchmark Security Rate, the Purchase Yield and the         At or around 2.00 p.m. on Monday, 14 November 2022
 Purchase Price.
 Announcement of Results and Pricing

 Announcement of whether the Company will accept valid tenders of Notes           As soon as reasonably practicable after the Pricing Time on Monday, 14
 pursuant to the Offer and, if so accepted, the Benchmark Security Rate, the      November 2022
 Purchase Yield, the Purchase Price and the aggregate nominal amount of the
 Notes accepted for purchase.
 Settlement Date                                                                  Wednesday, 16 November 2022

 The expected Settlement Date for the Offer.

The times and dates above are indicative only. The Company may, in its sole
discretion, extend, re-open, amend, waive any condition of and/or terminate
the Offer at any time (subject to applicable law and as provided in the Tender
Offer Memorandum) and the above times and dates are subject to the right of
the Company to so extend, re-open, amend and/or terminate the Offer.
Accordingly, the actual timetable may differ significantly from the timetable
above.

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 set out above.  The deadlines set by any such intermediary and each
Clearing System for the submission and (where permitted) withdrawal of Tender
Instructions will be earlier than the relevant deadlines set out 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.

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 Dealer Manager, 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.

Barclays Bank PLC (Telephone: +44 20 3134 8515 / Attention: Liability
Management Group / Email: eu.lm@barclays.com (mailto:eu.lm@barclays.com) ) is
acting as Dealer Manager in respect of the Offer.

Kroll Issuer Services Limited (Telephone: +44 20 7704 0880; Attention: Arlind
Bytyqi; Email: tescobank@is.kroll.com (mailto:tescobank@is.kroll.com) ; Offer
Website: https://deals.is.kroll.com/tescobank) is acting as Tender Agent for
the Offer.

This announcement is released by the Company 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 as it forms part of UK
domestic law by virtue of the EUWA (UK MAR), encompassing information relating
to the Offer described above. For the purposes of UK MAR and the Implementing
Technical Standards, this announcement is made by Fiona Burden, Company
Secretary at the Company.

LEI Number: 213800IZX26LIAH44T95

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 advice, including in respect of any tax
consequences, from its broker, bank manager, solicitor, accountant or other
independent financial, tax 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 Manager 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 Manager 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 the Dealer Manager or any of its affiliates is such a
licensed broker or dealer in any such jurisdiction, the Offer shall be deemed
to be made by the 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.  This includes, but is not limited
to, facsimile transmission, electronic mail, telex, telephone, the internet
and other forms of electronic communication.  The 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.  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.  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 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.

Each Noteholder participating in the Offer will represent that 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. For the purposes of this and the above
paragraph, 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 located in Italy can
tender Notes for purchase in 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 from time to time, and
Legislative Decree No. 385 of 1 September 1993, as amended) and in compliance
with applicable laws and regulations or with requirements imposed by CONSOB or
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 and/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.
Accordingly, such documents and/or materials are not being distributed to, and
must not be passed on to, the general public in the United Kingdom.  The
communication of such documents and/or materials as a financial promotion is
only being made 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)) or persons who are within Article 43 of the
Financial Promotion Order or 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 document or material relating to the Offer have only been and
shall only be distributed in France to qualified investors as defined in
Article 2(e) of Regulation (EU) 2017/1129. Neither this announcement nor the
Tender Offer Memorandum has been or will be submitted for clearance to nor
approved by the Autorité des Marches Financiers.

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