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Marks & Spencer Group PLC
Capital/Financing Update • May 30, 2024
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Capital/Financing Update
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National Storage Mechanism | Additional information 
RNS Number : 4983Q
Marks & Spencer PLC
30 May 2024
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: [email protected]
NatWest Markets Plc
250 Bishopsgate
London EC2M 4AA
United Kingdom
Telephone: +44 20 7678 5222
Attention: Liability Management
Email: [email protected]
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: [email protected]
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.
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