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 (SEE "OFFER AND DISTRIBUTION RESTRICTIONS"
BELOW).
Marks and Spencer plc
announces Tender Offers for its outstanding:
£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 2025 Notes, the Notes and each a Series)
22
May 2024.
Marks and Spencer plc (the
Company) announces today
invitations to holders of its outstanding Notes to tender any and
all of their Notes for purchase by the Company for cash (each, an
Offer and together, the
Offers).
The Offers are being made on the
terms and subject to the conditions contained in the tender offer
memorandum dated 22 May 2024 (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 Offers
|
Description of the
Notes
|
ISIN
|
Outstanding Nominal
Amount
|
Maturity Date
|
Benchmark Security
|
Purchase Spread
|
Purchase Price
|
Amount subject to relevant
Offer
|
|
£400,000,000 4.750
per cent.* Notes due 2025
|
XS0863523030
|
£203,626,000
|
12 June
2025
|
UKT 0.625 per cent.
due June 2025 (ISIN: GB00BK5CVX03)
|
65 bps
|
To be determined as
set out herein by reference to the 2025 Notes Purchase Spread and
the 2025 Notes Benchmark Security Rate
|
Any and
all
|
|
£300,000,000 3.750
per cent. Notes due 2026
|
XS2258453369
|
£201,527,000
|
19 May
2026
|
UKT 0.125 per cent.
due January 2026 (ISIN: GB00BL68HJ26)
|
90 bps
|
To be determined as
set out herein by reference to the 2026 Notes Purchase Spread and
the 2026 Notes Benchmark Security Rate
|
Any and
all
|
* 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.
Rationale for the
Offers
The Offers are being made as part of the
Company's liability management relating to debt maturities and cost
of debt.
Purchase Prices
The Company will pay for any 2025 Notes and 2026
Notes validly tendered and accepted by it for purchase pursuant to
the 2025 Notes Offer and the 2026 Notes Offer, as applicable, a
price (in respect of the 2025 Notes, the 2025 Notes Purchase Price and in
respect of the 2026 Notes, the 2026 Notes Purchase Price, and together
the Purchase Prices and
each a Purchase Price) to
be determined at or around 11:00 a.m. (London time) (the
Pricing Time) on or around
30 May 2024 (subject to the right of the Company to amend such date
in its sole discretion and without prior notice to Noteholders)
(the Pricing Date) in the
manner described in the Tender Offer Memorandum by reference
to:
(a) in
the case of the 2025 Notes, the annualised sum (such sum, the
2025 Notes Purchase Yield)
of a purchase spread of 65 basis points (the 2025 Notes Purchase Spread) and the
2025 Notes Benchmark Security Rate; and
(a) in
the case of the 2026 Notes, the annualised sum (such sum, the
2026 Notes Purchase Yield,
and each of the 2025 Notes Purchase Yield and the 2026 Notes
Purchase Yield, a Purchase
Yield) of a purchase spread of 90 basis points (the
2026 Notes Purchase Spread,
and each of the 2025 Notes Purchase Spread and the 2026 Notes
Purchase Spread, a Purchase
Spread) and the 2026 Notes Benchmark Security Rate.
Where:
2025 Notes
Benchmark Security Rate is the mid-market yield
to maturity (calculated in accordance with standard market
practice) of the 2025 Notes Benchmark Security, expressed as a
percentage and rounded to the nearest 0.001 per cent. (with 0.0005
rounded upwards), and as determined from the arithmetic mean of the
bid and offered yields to maturity of the 2025 Notes Benchmark
Security directly quoted on the Bloomberg Screen FIT GLT0-10 at the
Pricing Time.
2026 Notes
Benchmark Security Rate is the
mid-market yield to maturity (calculated in accordance with
standard market practice) of the 2026 Notes Benchmark Security,
expressed as a percentage and rounded to the nearest 0.001 per
cent. (with 0.0005 rounded upwards), and as determined from the
arithmetic mean of the bid and offered yields to maturity of the
2026 Notes Benchmark Security directly quoted on the Bloomberg
Screen FIT GLT0-10 at the Pricing Time.
Each of the 2025 Notes Purchase Price and the 2026
Notes Purchase Price will be determined by the Company, after
consultation with the Dealer Managers, in accordance with market
convention and expressed as a percentage of the principal amount of
the Notes of the relevant Series (and rounded to the nearest 0.001
per cent. with 0.0005 per cent. being rounded upwards), and is
intended to reflect a yield to maturity of the relevant Series on
the Settlement Date based on the relevant Purchase Yield.
Specifically, each
of the 2025 Notes Purchase Price and the 2026 Notes Purchase Price
will equal (a) the value of all remaining payments of principal and
interest on the relevant Series up to and including the scheduled
maturity date of such Series, discounted to the Settlement Date at
a discount rate equal to the relevant Purchase Yield, minus (b)
Accrued Interest in respect of the Notes of such Series.
Accrued
Interest
On the Settlement Date, the Company will also pay
accrued and unpaid interest (each, an Accrued Interest Payment) from (and
including):
(a) in the case of the 2025 Notes, 12
June 2023 (being the immediately preceding interest payment date
for the 2025 Notes); and
(b) in the case of the 2026 Notes, 19 May
2024 (being the immediately preceding interest payment date for the
2026 Notes),
in each case, to (but excluding) the Settlement Date
in respect of any Notes accepted for purchase by the Company
pursuant to the Offers.
Acceptance Amounts
If the Company decides to accept any valid tenders of
2025 Notes for purchase pursuant to the 2025 Notes Offer, the
Company will accept for purchase all 2025 Notes that are validly
tendered and there will be no scaling of any tenders of 2025 Notes
accepted for purchase pursuant to the 2025 Notes Offer. If the
Company decides to accept any valid tenders of 2026 Notes for
purchase pursuant to the 2026 Notes Offer, the Company will accept
for purchase all 2026 Notes that are validly tendered and there
will be no scaling of any tenders of 2026 Notes accepted for
purchase pursuant to the 2026 Notes Offer.
Tender
Instructions and Offer Conditions
In order to participate in, and be eligible to
receive the relevant Purchase Price and relevant Accrued Interest
Payment pursuant to, the relevant 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 29 May 2024 (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, an 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 £100,000, being the minimum
denomination of the Notes, and may, in each case, be submitted in
integral multiples of £1,000 above £100,000. Tender Instructions
which relate to a nominal amount of Notes of less than the minimum
denomination of the Notes will be rejected.
Announcement of Results and Pricing
The Company intends to announce, as soon as
reasonably practicable after the Pricing Time, whether on or prior
to the Settlement Date the Company will accept valid tenders of
2025 Notes and 2026 Notes pursuant to the relevant Offer and, if so
accepted, (i) the aggregate nominal amount of 2025 Notes and 2026
Notes validly tendered pursuant to the relevant Offer and accepted
for purchase, (ii) each Purchase Yield (to the extent the relevant
Notes are accepted for purchase); (iii) each relevant Purchase
Price (to the extent the relevant Notes are accepted for purchase);
(iv) the Settlement Date; (v) the Accrued Interest Payment payable
in respect of each relevant Series; and (vi) the nominal amount of
Notes of each relevant Series that will remain outstanding after
the Settlement Date (if any).
Indicative Timetable for the
Offers
|
Events
|
Times and Dates
(All times are London time)
|
|
Commencement of the
Offers
Announcement of the Offers. Tender Offer
Memorandum available from the Tender Agent.
|
22 May 2024.
|
|
Expiration Deadline
Final deadline for receipt of valid Tender
Instructions by the Tender Agent in order for Noteholders to be
able to participate in the Offers.
|
4:00 p.m. on 29 May 2024.
|
|
Pricing
|
|
|
Determination of the 2025 Notes Benchmark
Security Rate and the 2026 Notes Benchmark Security Rate and
calculation of the 2025 Notes Purchase Yield, the 2026 Notes
Purchase Yield, the 2025 Notes Purchase Price and the 2026 Notes
Purchase Price.
|
At or around 11:00 a.m. on 30 May 2024 (the
Pricing Time).
|
|
Announcement of Final Results of the
Offers
Announcement of whether the Company will
accept valid tenders of Notes pursuant to the Offers and, if so
accepted: (i) the aggregate nominal amount of 2025 Notes and 2026
Notes validly tendered pursuant to the relevant Offer and
accepted for purchase; (ii) each relevant Purchase Yield (to
the extent the relevant Notes are accepted for purchase); (iii)
each relevant Purchase Price (to the extent the relevant Notes are
accepted for purchase); (iv) the Settlement Date; (v) the Accrued
Interest Payment payable in respect of each relevant Series; and
(vi) the nominal amount of Notes of each relevant Series that will
remain outstanding after the Settlement Date (if any).
|
As soon as reasonably practicable after the
Pricing Time.
|
|
Expected Settlement
Date
Expected Settlement Date for the
Offers.
|
3 June 2024
|
The above
times and dates are subject to the right of the Company to extend,
re-open, amend, and/or terminate any 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, an Offer before the deadlines
specified in the 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 in the Tender
Offer Memorandum.
Unless stated
otherwise, announcements in connection with the Offers 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 Offers. 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 Offers.
Questions and
requests for assistance in connection with (i) the Offers may be
directed to the 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 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: Owen Morris
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. This announcement and the Tender Offer Memorandum
contain important information which should be read carefully before
any decision is made with respect to the Offers. 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 Offers. 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 Offers.
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 Offers 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 Offers to be made by
a licensed broker or dealer and either of the Dealer Managers or
any of their respective affiliates is such a licensed broker or
dealer in any such jurisdiction, such 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 Offers are 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 Offers 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 Offers 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 an 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.
Each Noteholder participating in the
Offers will represent that it is not a U.S. Person, it is not
located in the United States and is not participating in an 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 an 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 Offers, this
announcement, the Tender Offer Memorandum or any other document or
materials relating to the Offers 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 Offers are being
carried out in the Republic of Italy (Italy) as exempted offers 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.
Accordingly, Noteholders or
beneficial owners of the Notes that are located in Italy can tender
Notes for purchase pursuant to the Offers 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, the Bank of Italy 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 or the Offers.
United Kingdom
The communication of this
announcement, the Tender Offer Memorandum and any other documents
or materials relating to the Offers are 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, or (iii) to
any other persons to whom it may otherwise lawfully be made under
the Financial Promotion Order.
France
The Offers are 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 as defined in Article 2(e) of
Regulation (EU) 2017/1129, as amended. 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.