REG - Marks & Spencer PLC - Result of Tender Offer

Marks and SpencerAnnouncement

30/05/2024 13:45

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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: 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
(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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