Co-operative Group Ltd.

M&A Activity • Feb 27, 2023

National Storage Mechanism | Additional information

RNS Number : 1429R

Co-operative Group Limited

27 February 2023

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 AND THE DISTRICT OF COLUMBIA (UNITED STATES) OR IN OR INTO ANY OTHER JURISDICTION WHERE IT IS UNLAWFUL TO DISTRIBUTE THIS ANNOUNCEMENT

27 February 2023

CO-OPERATIVE GROUP LIMITED

announces the final results of the tender offer in relation to its

£300,000,000 5.125 per cent. Notes due 2024

Further to its announcement on 17 February 2023, Co-operative Group Limited (the Society) hereby announces the final results of the invitation to holders of its £300,000,000 5.125 per cent. Notes due 2024 (ISIN: XS1910137949) unconditionally and irrevocably guaranteed by each of Co-operative Foodstores Limited, Co-op Funeral Plans Limited, Co-operative Group Food Limited, Co-operative Group Holdings (2011) Limited, Co-op Insurance Services Limited, Funeral Services Limited and Rochpion Properties (4) LLP (the Notes) to tender such Notes for purchase by the Society for cash (the Offer) in an aggregate principal amount up to the Maximum Acceptance Amount (as defined below). The Offer was made on the terms and subject to the conditions contained in the tender offer memorandum dated 17 February 2023 (the Tender Offer Memorandum) prepared by the Society.

Capitalised terms used in this announcement but not defined herewith have the meanings given to them in the Tender Offer Memorandum.

The Expiration Deadline for the Offer was 4.00 p.m. (London time) on 24 February 2023.

As at the Expiration Deadline, £180,514,000 in aggregate principal amount of Notes had been validly tendered pursuant to the Offer.

The Society hereby announces that it has decided to accept for purchase an aggregate principal amount of Notes amounting to £100,000,000. The pro-ration factor is 87.385 per cent., and is only applicable to Tender Instructions received that are equal to the Purchase Price.

The Purchase Price the Society will pay for those Notes accepted for purchase pursuant to the Offer is 99.00 per cent. of the principal amount of Notes. The Offeror will also pay Accrued Interest in respect of such Notes.

Description of the Notes	ISIN / Common Code	Outstanding Principal Amount	Minimum Purchase Price	Maximum Purchase Price	Purchase Price	Maximum Acceptance Amount	Pro-ration Factor
£300,000,000 5.125 per cent. Notes due 2024	XS1910137949/191013794	£300,000,000	98.00 per cent. of the principal amount of the Notes	99.50 per cent. of the principal amount of the Notes	99.00 per cent. of the principal amount of Notes	£100,000,000	87.385 per cent.*

* The pro-ration factor is only applicable to Tender Instructions received that are equal to the Purchase Price.

The Purchase Price, together with the Accrued Interest, will be paid to Holders whose Notes have been accepted for purchase by the Issuer. The Settlement Date of the Offer is expected to occur on Wednesday, 1 March 2023. Following completion on the Settlement Date, the Notes purchased by the Society pursuant to the Offer shall be cancelled and will not be re-issued or re-sold.

Consistent with the Society's strategy of proactive balance sheet and debt management, the Society is pleased to announce the successful completion of its previously announced tender.

DEALER MANAGERS

Barclays Bank PLC 1 Churchill Place London E14 5HP Telephone: +44 203 134 8515 Attention: Liability Management Group Email: [email protected]	ING Bank N.V., London Branch 8-10 Moorgate London EC2R 6DA Telephone: +44 20 7767 6784 Attention: Liability Management Team Email: [email protected]	NatWest Markets Plc 250 Bishopsgate London EC2M 4AA Telephone: +44 207 678 5222 Attention: Liability Management Email: [email protected]

TENDER AGENT

Kroll Issuer Services LimitedThe Shard

32 London Bridge Street

London SE1 9SG

Telephone: +44 20 7704 0880

Attention: Harry Ringrose

Email: [email protected]   

Website: https://deals.is.kroll.com/co-op

This announcement is released by Co-operative Group Limited 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 domestic law by virtue of the European Union (Withdrawal) Act 2018 (the EUWA) (MAR), encompassing information relating to the Offer described above. For the purposes of MAR and Article 2 of Commission Implementing Regulation (EU) 2016/1055 as it forms part of domestic law by virtue of the EUWA, this announcement is made by Simon Nuttall, Head of Tax, Treasury & Insurance at Co-operative Group Limited.

DISCLAIMER

The offer period for the Offer has now expired. No further tenders of any Notes may be made pursuant to the Offer. 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. If any Holder is in any doubt as to the contents of this announcement and/or 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, tax or legal adviser. The Dealer Managers and the Tender Agent do not accept any responsibility for the accuracy or completeness of the information contained in this announcement or the Tender Offer Memorandum including (without limitation) information concerning the Society or its subsidiaries and affiliates or for any failure by the Society to disclose events that may have occurred and may affect the significance or accuracy of such information.

This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact [email protected] or visit www.rns.com.

RNS may use your IP address to confirm compliance with the terms and conditions, to analyse how you engage with the information contained in this communication, and to share such analysis on an anonymised basis with others as part of our commercial services. For further information about how RNS and the London Stock Exchange use the personal data you provide us, please see our Privacy Policy.

END

RTEFIFSAFVIDFIV