17LI Marks&sp.25

TIDM17LI

RNS Number : 9071F

Marks & Spencer PLC

19 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 INTO ANY OTHER JURISDICTION WHERE IT IS UNLAWFUL TO RELEASE, PUBLISH OR DISTRIBUTE THIS ANNOUNCEMENT.

Marks and Spencer plc announces results of Tender Offer for its outstanding GBP300,000,000 6.125 per cent. Notes due 2021.

19 November 2020.

Marks and Spencer plc (the Company) announces today the results of its invitation to holders of its outstanding GBP300,000,000 6.125 per cent.(1) Notes due 2021(ISIN: XS0715454079) (the Notes) to tender their Notes for purchase by the Company for cash (the Offer).

The Offer was announced on 10 November 2020 and was made on terms and subject to the conditions contained in the tender offer memorandum dated 10 November 2020 (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 Offer

As at the Expiration Deadline, GBP136,393,000 in aggregate nominal amount of Notes were validly tendered. The Company will, subject to satisfaction or waiver of the New Financing Condition on or prior to the Settlement Date, accept for purchase all valid tender instructions in full. Following settlement of the Offer, GBP163,607,000 in aggregate nominal amount of the Notes will remain outstanding.

Eoin Tonge, Chief Financial Officer, said, "Following the announcement of our interim results and the strong cash and liquidity profile of the group, we are delighted by investors' positive response to our new issue and the accompanying tender for the notes due in December 2021, through which we have further strengthened the maturity profile of our debt portfolio."

General

The Settlement Date in respect of the Notes accepted for purchase pursuant to the Offer is expected to be 20 November 2020. The New Notes are expected to settle today.

The Company will also pay an Accrued Interest Payment in respect of Notes purchased pursuant to the Offer.

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

(1) 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

This announcement is released by Marks and Spencer plc and contains information that qualified or may have qualified as inside information for purposes of Article 7 of the Market Abuse Regulation (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. No offer 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 jurisdiction 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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November 19, 2020 06:56 ET (11:56 GMT)