REG - Marks & Spencer PLC - Tender Offer

Yield10 BioscienceAnnouncement

22/05/2024 08:15

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RNS Number : 3693P  Marks & Spencer PLC  22 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 (SEE "OFFER AND DISTRIBUTION RESTRICTIONS" BELOW).

Marks and Spencer plc announces 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 and each a
Series)

22 May 2024.

Marks and Spencer plc (the Company) announces today 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 are being made on the terms and subject to the conditions contained
in the tender offer memorandum dated 22 May 2024 (the Tender Offer Memorandum)
prepared by the Company, and is subject to the offer restrictions set out
below and as more fully described in the Tender Offer Memorandum.

Copies of the Tender Offer Memorandum are (subject to distribution
restrictions) available from the Tender Agent as set out below. Capitalised
terms used in this announcement but not defined have the meanings given to
them in the Tender Offer Memorandum.

Summary of the Offers

 Description of the Notes                       ISIN          Outstanding Nominal Amount  Maturity Date  Benchmark Security                                         Purchase Spread  Purchase Price                                                              Amount subject to relevant Offer
 £400,000,000 4.750 per cent.* Notes due 2025   XS0863523030  £203,626,000                12 June 2025   UKT 0.625 per cent. due June 2025 (ISIN: GB00BK5CVX03)     65 bps           To be determined as set out herein by reference to the 2025 Notes Purchase  Any and all
                                                                                                                                                                                     Spread and the 2025 Notes Benchmark Security Rate
 £300,000,000 3.750 per cent. Notes due 2026    XS2258453369  £201,527,000                19 May 2026    UKT 0.125 per cent. due January 2026 (ISIN: GB00BL68HJ26)  90 bps           To be determined as set out herein by reference to the 2026 Notes Purchase  Any and all
                                                                                                                                                                                     Spread and the 2026 Notes Benchmark Security Rate

* 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.

Rationale for the Offers

The Offers are being made as part of the Company's liability management
relating to debt maturities and cost of debt.

Purchase Prices

The Company will pay for any 2025 Notes and 2026 Notes validly tendered and
accepted by it for purchase pursuant to the 2025 Notes Offer and the 2026
Notes Offer, as applicable, a price (in respect of the 2025 Notes, the 2025
Notes Purchase Price and in respect of the 2026 Notes, the 2026 Notes Purchase
Price, and together the Purchase Prices and each a Purchase Price) to be
determined at or around 11:00 a.m. (London time) (the Pricing Time) on or
around 30 May 2024 (subject to the right of the Company to amend such date in
its sole discretion and without prior notice to Noteholders) (the Pricing
Date) in the manner described in the Tender Offer Memorandum by reference to:

(a)           in the case of the 2025 Notes, the annualised sum
(such sum, the 2025 Notes Purchase Yield) of a purchase spread of 65 basis
points (the 2025 Notes Purchase Spread) and the 2025 Notes Benchmark Security
Rate; and

(a)           in the case of the 2026 Notes, the annualised sum
(such sum, the 2026 Notes Purchase Yield, and each of the 2025 Notes Purchase
Yield and the 2026 Notes Purchase Yield, a Purchase Yield) of a purchase
spread of 90 basis points (the 2026 Notes Purchase Spread, and each of the
2025 Notes Purchase Spread and the 2026 Notes Purchase Spread, a Purchase
Spread) and the 2026 Notes Benchmark Security Rate.

Where:

2025 Notes Benchmark Security Rate is the mid-market yield to maturity
(calculated in accordance with standard market practice) of the 2025 Notes
Benchmark Security, expressed as a percentage and rounded to the nearest 0.001
per cent. (with 0.0005 rounded upwards), and as determined from the arithmetic
mean of the bid and offered yields to maturity of the 2025 Notes Benchmark
Security directly quoted on the Bloomberg Screen FIT GLT0-10 at the Pricing
Time.

2026 Notes Benchmark Security Rate is the mid-market yield to maturity
(calculated in accordance with standard market practice) of the 2026 Notes
Benchmark Security, expressed as a percentage and rounded to the nearest 0.001
per cent. (with 0.0005 rounded upwards), and as determined from the arithmetic
mean of the bid and offered yields to maturity of the 2026 Notes Benchmark
Security directly quoted on the Bloomberg Screen FIT GLT0-10 at the Pricing
Time.

Each of the 2025 Notes Purchase Price and the 2026 Notes Purchase Price will
be determined by the Company, after consultation with the Dealer Managers, in
accordance with market convention and expressed as a percentage of the
principal amount of the Notes of the relevant Series (and rounded to the
nearest 0.001 per cent. with 0.0005 per cent. being rounded upwards), and is
intended to reflect a yield to maturity of the relevant Series on the
Settlement Date based on the relevant Purchase Yield.

Specifically, each of the 2025 Notes Purchase Price and the 2026 Notes
Purchase Price will equal (a) the value of all remaining payments of principal
and interest on the relevant Series up to and including the scheduled maturity
date of such Series, discounted to the Settlement Date at a discount rate
equal to the relevant Purchase Yield, minus (b) Accrued Interest in respect of
the Notes of such Series.

Accrued Interest

On the Settlement Date, the Company will also pay accrued and unpaid interest
(each, an Accrued Interest Payment) from (and including):

(a)   in the case of the 2025 Notes, 12 June 2023 (being the immediately
preceding interest payment date for the 2025 Notes); and

(b)   in the case of the 2026 Notes, 19 May 2024 (being the immediately
preceding interest payment date for the 2026 Notes),

in each case, to (but excluding) the Settlement Date in respect of any Notes
accepted for purchase by the Company pursuant to the Offers.

Acceptance Amounts

If the Company decides to accept any valid tenders of 2025 Notes for purchase
pursuant to the 2025 Notes Offer, the Company will accept for purchase all
2025 Notes that are validly tendered and there will be no scaling of any
tenders of 2025 Notes accepted for purchase pursuant to the 2025 Notes Offer.
If the Company decides to accept any valid tenders of 2026 Notes for purchase
pursuant to the 2026 Notes Offer, the Company will accept for purchase all
2026 Notes that are validly tendered and there will be no scaling of any
tenders of 2026 Notes accepted for purchase pursuant to the 2026 Notes Offer.

Tender Instructions and Offer Conditions

In order to participate in, and be eligible to receive the relevant Purchase
Price and relevant Accrued Interest Payment pursuant to, the relevant Offer,
Noteholders must validly tender their Notes by delivering, or arranging to
have delivered on their behalf, a valid Tender Instruction that is received by
the Tender Agent by 4:00 p.m. (London time) on 29 May 2024 (the Expiration
Deadline).

Tender Instructions will be irrevocable except in the limited circumstances
described in the Tender Offer Memorandum.

Noteholders are advised to check with any bank, securities broker or other
intermediary through which they hold Notes when such intermediary would need
to receive instructions from a Noteholder in order for that Noteholder to be
able to participate in, or (in the limited circumstances in which revocation
is permitted) revoke their instruction to participate in, an Offer by the
deadlines specified in the Tender Offer Memorandum.  The deadlines set by any
such intermediary and each Clearing System for the submission and withdrawal
of Tender Instructions will be earlier than the relevant deadlines specified
in the Tender Offer Memorandum.

Tender Instructions must be submitted in respect of a nominal amount of Notes
of no less than £100,000, being the minimum denomination of the Notes, and
may, in each case, be submitted in integral multiples of £1,000 above
£100,000. Tender Instructions which relate to a nominal amount of Notes of
less than the minimum denomination of the Notes will be rejected.

Announcement of Results and Pricing

The Company intends to announce, as soon as reasonably practicable after the
Pricing Time, whether on or prior to the Settlement Date the Company will
accept valid tenders of 2025 Notes and 2026 Notes pursuant to the relevant
Offer and, if so accepted, (i) the aggregate nominal amount of 2025 Notes and
2026 Notes validly tendered pursuant to the relevant Offer and accepted for
purchase, (ii) each Purchase Yield (to the extent the relevant Notes are
accepted for purchase); (iii) each relevant Purchase Price (to the extent the
relevant Notes are accepted for purchase); (iv) the Settlement Date; (v) the
Accrued Interest Payment payable in respect of each relevant Series; and (vi)
the nominal amount of Notes of each relevant Series that will remain
outstanding after the Settlement Date (if any).

Indicative Timetable for the Offers

 Events                                                                           Times and Dates

                                                                                  (All times are London time)
 Commencement of the Offers

 Announcement of the Offers. Tender Offer Memorandum available from the Tender    22 May 2024.
 Agent.
 Expiration Deadline

 Final deadline for receipt of valid Tender Instructions by the Tender Agent in   4:00 p.m. on 29 May 2024.
 order for Noteholders to be able to participate in the Offers.
 Pricing
 Determination of the 2025 Notes Benchmark Security Rate and the 2026 Notes       At or around 11:00 a.m. on 30 May 2024 (the Pricing Time).
 Benchmark Security Rate and calculation of the 2025 Notes Purchase Yield, the
 2026 Notes Purchase Yield, the 2025 Notes Purchase Price and the 2026 Notes
 Purchase Price.
 Announcement of Final Results of the Offers

 Announcement of whether the Company will accept valid tenders of Notes           As soon as reasonably practicable after the Pricing Time.
 pursuant to the Offers and, if so accepted: (i) the aggregate nominal amount
 of 2025 Notes and 2026 Notes validly tendered pursuant to the relevant Offer
 and accepted for purchase; (ii) each relevant Purchase Yield (to the extent
 the relevant Notes are accepted for purchase); (iii) each relevant Purchase
 Price (to the extent the relevant Notes are accepted for purchase); (iv) the
 Settlement Date; (v) the Accrued Interest Payment payable in respect of each
 relevant Series; and (vi) the nominal amount of Notes of each relevant Series
 that will remain outstanding after the Settlement Date (if any).
 Expected Settlement Date

 Expected Settlement Date for the Offers.                                         3 June 2024

The above times and dates are subject to the right of the Company to extend,
re-open, amend, and/or terminate any Offer (subject to applicable law and as
provided in the Tender Offer Memorandum).

Noteholders are advised to check with any bank, securities broker or other
intermediary through which they hold Notes when such intermediary would need
to receive instructions from a Noteholder in order for that Noteholder to be
able to participate in, or (in the limited circumstances in which revocation
is permitted) revoke their instruction to participate in, an Offer before the
deadlines specified in the Tender Offer Memorandum.  The deadlines set by any
such intermediary and each Clearing System for the submission of Tender
Instructions will be earlier than the relevant deadlines specified in the
Tender Offer Memorandum.

Unless stated otherwise, announcements in connection with the Offers will be
made (i) by publication through RNS and (ii) by the delivery of notices to the
Clearing Systems for communication to Direct Participants.  Such
announcements may also be made on the relevant Reuters Insider Screen and by
the issue of a press release to a Notifying News Service.  Copies of all such
announcements, press releases and notices can also be obtained upon request
from the Tender Agent, the contact details for which are below.  Significant
delays may be experienced where notices are delivered to the Clearing Systems
and Noteholders are urged to contact the Tender Agent for the relevant
announcements during the course of the Offers.  In addition, Noteholders may
contact the Dealer Managers for information using the contact details below.

Noteholders are advised to read carefully the Tender Offer Memorandum for full
details of, and information on the procedures for, participating in the
Offers.

Questions and requests for assistance in connection with (i) the Offers may be
directed to the Dealer Managers, and (ii) the delivery of Tender Instructions
may be directed to the Tender Agent, the contact details for each of which are
set out below.

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. This announcement and the Tender Offer Memorandum contain
important information which should be read carefully before any decision is
made with respect to the Offers. If any Noteholder is in any doubt as to the
contents of 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 or legal adviser. Any individual or
company whose Notes are held on its behalf by a broker, dealer, bank,
custodian, trust company or other nominee must contact such entity if it
wishes to tender such Notes pursuant to the Offers. None of the Company, the
Dealer Managers or the Tender Agent or any of their respective directors,
employees or affiliates makes any recommendation whether Noteholders should
tender Notes pursuant to the Offers.

OFFER AND DISTRIBUTION RESTRICTIONS

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. Nothing in this
announcement nor the Tender Offer Memorandum constitutes an offer to buy or a
solicitation of an offer to sell the Notes (and tenders of Notes in the Offers
will not be accepted from any Noteholders) in any circumstances in which such
offer or solicitation is unlawful. In those jurisdictions where the
securities, blue sky or other laws require the Offers to be made by a licensed
broker or dealer and either of the Dealer Managers or any of their respective
affiliates is such a licensed broker or dealer in any such jurisdiction, such
Offer shall be deemed to be made by such Dealer Manager or such affiliate, as
the case may be, on behalf of the Company in such jurisdiction.

United States

The Offers are not being made, and will not be made, directly or indirectly in
or into, or by use of the mails of, or by any means or instrumentality of
interstate or foreign commerce of or of any facilities of a national
securities exchange of, the United States or to any U.S. Person (as defined in
Regulation S of the United States Securities Act of 1933, as amended (each, a
U.S. Person)). This includes, but is not limited to, facsimile transmission,
electronic mail, telex, telephone, the internet and other forms of electronic
communication.  Notes may not be tendered in the Offers by any such use,
means, instrumentality or facility from or within the United States or by
persons located or resident in the United States or by, or by any person
acting for the account or benefit of, a U.S. Person.  Accordingly, copies of
this announcement, the Tender Offer Memorandum and any other documents or
materials relating to the Offers are not being, and must not be, directly or
indirectly mailed or otherwise transmitted, distributed or forwarded
(including, without limitation, by custodians, nominees or trustees) in or
into the United States or to any persons located or resident in the United
States or to any U.S. Person.  Any purported tender of Notes in an Offer
resulting directly or indirectly from a violation of these restrictions will
be invalid and any purported tender of Notes made by, or by any person acting
for the account or benefit of, a U.S. Person or by a person located in the
United States or any agent, fiduciary or other intermediary acting on a
non-discretionary basis for a principal giving instructions from within the
United States will be invalid and will not be accepted.

Each Noteholder participating in the Offers will represent that it is not a
U.S. Person, it is not located in the United States and is not participating
in an Offer from the United States, or it is acting on a non-discretionary
basis for a principal located outside the United States that is not giving an
order to participate in an Offer from the United States and is not a U.S.
Person. For the purposes of this and the above two paragraphs, United States
means 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.

Italy

None of the Offers, this announcement, the Tender Offer Memorandum or any
other document or materials relating to the Offers have been or will be
submitted to the clearance procedures of the Commissione Nazionale per le
Società e la Borsa (CONSOB) pursuant to Italian laws and regulations. The
Offers are being carried out in the Republic of Italy (Italy) as exempted
offers pursuant to article 101-bis, paragraph 3-bis of the Legislative Decree
No. 58 of 24 February 1998, as amended (the Financial Services Act) and
article 35-bis, paragraph 4 of CONSOB Regulation No. 11971 of 14 May 1999, as
amended.

Accordingly, Noteholders or beneficial owners of the Notes that are located in
Italy can tender Notes for purchase pursuant to the Offers through authorised
persons (such as investment firms, banks or financial intermediaries permitted
to conduct such activities in Italy in accordance with the Financial Services
Act, CONSOB Regulation No. 20307 of 15 February 2018, as amended, and
Legislative Decree No. 385 of 1 September 1993, as amended) and in compliance
with any other applicable laws and regulations and with any requirements
imposed by CONSOB, the Bank of Italy or any other Italian authority.

Each intermediary must comply with the applicable laws and regulations
concerning information duties vis-à-vis its clients in connection with the
Notes or the Offers.

United Kingdom

The communication of this announcement, the Tender Offer Memorandum and any
other documents or materials relating to the Offers are not being made and
such documents and/or materials have not been approved by an authorised person
for the purposes of section 21 of the Financial Services and Markets Act 2000
(FSMA). Accordingly, this announcement, the Tender Offer Memorandum and such
documents and/or materials are not being distributed to, and must not be
passed on to, persons in the United Kingdom other than (i) to those persons in
the United Kingdom falling within the definition of investment professionals
(as defined in Article 19(5) of the Financial Services and Markets Act 2000
(Financial Promotion) Order 2005 (the Financial Promotion Order)), (ii) to
those persons falling within Article 43(2) of the Financial Promotion Order,
or (iii) to any other persons to whom it may otherwise lawfully be made under
the Financial Promotion Order.

France

The Offers are not being made, directly or indirectly, to the public in the
Republic of France (France). This announcement, the Tender Offer Memorandum
and any other offering material relating to the Tender Offer may be
distributed in France only to qualified investors as defined in Article 2(e)
of Regulation (EU) 2017/1129, as amended. None of this announcement, the
Tender Offer Memorandum, or any other such offering material has been or will
be submitted for clearance to, or approved by, the Autorité des marches
financiers.

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