Marks & Spencer Group PLC

M&A Activity • Jun 1, 2022

National Storage Mechanism | Additional information

RNS Number : 5887N

Marks & Spencer PLC

01 June 2022

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:

£300,000,000 3.000 per cent. Notes due 2023 (ISIN: XS1531151253) (the 2023 Notes)

and

£400,000,000 4.750 per cent. Notes due 2025 (ISIN: XS0863523030)

(the 2025 Notes and, together with the 2023 Notes, the Notes and each, a Series)

1 June 2022.

Marks and Spencer plc (the Company) announces today the results of its invitation to holders of its outstanding Notes to tender their Notes for purchase by the Company for cash in an aggregate nominal amount of up to the Maximum Acceptance Amount (such amount being subject to the right of the Company to increase or decrease it in its sole discretion) (as defined below) (each, an Offer and together, the Offers). The Company announced the indicative results of the Offers earlier today.

The Offers were announced on 25 May 2022 and were made on terms and subject to the conditions contained in the tender offer memorandum dated 25 May 2022 (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 Company announces that it will accept for purchase in cash an aggregate nominal amount of the Notes validly tendered pursuant to the Offers equal to £150,560,000. The final results of the Offers are as follows:

Description of the Notes	ISIN	Aggregate nominal amount of Notes tendered	Series Acceptance Amount	Scaling Factor (per cent.)	Purchase Yield (per cent.)	Purchase Price (per cent.)	Accrued Interest Payment (per £1,000)
£300,000,000 3.000 per cent.* Notes due 2023	XS1531151253	£100,560,000	£100,560,000	Not Applicable	4.381	99.790	£20.96
£400,000,000 4.750 per cent.** Notes due 2025	XS0863523030	£249,663,000	£50,000,000	18.415	5.383	101.675	£59.01

* currently paying out a coupon of 4.250 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.

** 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 6 June 2022.

Following the Settlement Date, £199,440,000 in aggregate nominal amount of the 2023 Notes will remain outstanding and £350,000,000 in aggregate nominal amount of the 2025 Notes will remain outstanding.

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: Harry Ringrose

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 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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