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:
£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)
30
May 2024.
Marks and Spencer plc (the
Company) announces today
the results of its 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 were announced on 22 May
2024 and were made on the terms and subject to the conditions
contained in the tender offer memorandum dated 22 May 2024 (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
The 2025 Notes Offer and the 2026
Notes Offer expired at 4:00 p.m. (London time) on 29 May 2024. As
at the date of this announcement, £98,123,000 in aggregate
principal amount of 2025 Notes had been validly tendered for
purchase pursuant to the 2025 Notes Offer and £92,148,000 in
aggregate principal amount of 2026 Notes had been validly tendered
for purchase pursuant to the 2026 Notes Offer.
The Company hereby announces that it
has decided to accept for purchase in cash all 2025 Notes validly
tendered pursuant to the 2025 Notes Offer in full and all 2026
Notes validly tendered pursuant to the 2026 Notes Offer in
full.
Pricing for the 2025 Notes Offer and
the 2026 Notes Offer took place at or around 11:00 a.m. (London
time) today. 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 and accepted for purchase
|
Purchase Yield (per
cent.)
|
Purchase Price (per
cent.)
|
Accrued Interest Payment (per
£1,000)
|
Outstanding Nominal Amount
(before the Settlement Date)
|
Outstanding Nominal Amount
(after the Settlement Date)
|
|
£400,000,000 4.750 per cent.* Notes due 2025
|
XS0863523030
|
£98,123,000
|
5.568
|
100.415
|
£58.52
|
£203,626,000
|
£105,503,000
|
|
£300,000,000 3.750 per cent. Notes due 2026
|
XS2258453369
|
£92,148,000
|
5.481
|
96.861
|
£1.54
|
£201,527,000
|
£109,379,000
|
*
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 3
June 2024.
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. No offer or invitation to acquire any securities is
being made pursuant to this announcement. 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.