TIDM71XN
RNS Number : 3554F
Tesco Personal Finance Group PLC
04 November 2022
THIS ANNOUNCEMENT RELATES TO THE DISCLOSURE OF INFORMATION THAT
QUALIFIED OR MAY HAVE QUALIFIED AS INSIDE INFORMATION WITHIN THE
MEANING OF ARTICLE 7(1) 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 RELEASE, PUBLICATION OR 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 IN OR INTO ANY OTHER
JURISDICTION WHERE IT IS UNLAWFUL TO RELEASE, PUBLISH OR DISTRIBUTE
THIS ANNOUNCEMENT (SEE "OFFER AND DISTRIBUTION RESTRICTIONS" BELOW)
.
Tesco Personal Finance Group PLC announces a Tender Offer for
its GBP250,000,000 3.500 per cent. Fixed Rate Reset Senior Notes
due 2025
4 November 2022
Tesco Personal Finance Group PLC (the Company) announces today
an invitation to holders of its outstanding GBP250,000,000 3.500
per cent. Fixed Rate Reset Senior Notes due 2025 (ISIN:
XS2031923126) (the Notes) to tender any and all of their Notes for
purchase by the Company for cash (such invitation, the Offer).
The Offer is being made on the terms and subject to the
conditions contained in the tender offer memorandum dated 4
November 2022 (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 Offer
First Amount
Optional Hypothetical subject
Description ISIN / Outstanding Call Purchase Purchase Price to the
of the Notes Common Code Nominal Amount Date Benchmark Security Spread (Illustrative)(1) Offer
------------------
GBP250,000,000 XS2031923126 GBP250,000,000 25 July 2.75 per cent. UK 280 bps 96.214 per cent. Any and
3.500 per / 203192312 2024 Treasury Gilt due 7 all
cent. Fixed September 2024
Rate Reset (ISIN: GB00BHBFH458)
Senior Notes
due 2025
------------- --------------- --------- --------------------- --------- ------------------
(1) For illustrative purposes only, a hypothetical Purchase Price is set out in the table
above, which has been calculated on the basis of (i) a Purchase Spread of 280 bps; and (ii)
a hypothetical Benchmark Security Rate that was determined at a hypothetical Pricing Time
of 2.00 p.m. (London time) on 3 November 2022, and assuming a Settlement Date of 16 November
2022. Noteholders should note that the actual Purchase Price determined in the manner described
in the Tender Offer Memorandum could differ significantly from the hypothetical Purchase Price
set out in the table above.
Rationale for the Offer
The Offer is being made in the context of the Company's
strategic aim of reducing costs by achieving net annual interest
savings. The Company intends to cancel any Notes purchased by
it.
Purchase Price and Accrued Interest
The Company will pay for any Notes validly tendered and accepted
for purchase by it pursuant to the Offer a purchase price for such
Notes (the Purchase Price) to be determined at or around 2.00 p.m.
(London time) on 14 November 2022 (the Pricing Time) in the manner
described in the Tender Offer Memorandum by reference to the sum
(such sum, the Purchase Yield) of (i) the purchase spread of 280
bps (the Purchase Spread) and (ii) the Benchmark Security Rate.
The Purchase Price will be determined in accordance with market
convention and expressed as a percentage of the nominal amount of
the Notes accepted for purchase pursuant to the Offer (rounded to
the nearest 0.001 per cent., with 0.0005 per cent. rounded
upwards), and is intended to reflect a yield to 25 July 2024 (being
the first optional call date in respect of the Notes) on the
Settlement Date based on the Purchase Yield. Specifically, the
Purchase Price will equal (a) the value of all remaining payments
of principal and interest on the Notes up to and including 25 July
2024 (assuming all outstanding Notes are redeemed at their
principal amount on 25 July 2024), discounted to the Settlement
Date at a discount rate equal to the Purchase Yield, minus (b)
Accrued Interest.
The Company will also pay an Accrued Interest Payment in respect
of any Notes accepted for purchase pursuant to the Offer.
Any and All Offer
If the Company decides to accept valid tenders of any Notes for
purchase pursuant to the Offer, it will accept for purchase all
Notes that are validly tendered in full, with no pro rata
scaling.
Tender Instructions
In order to participate in, and be eligible to receive the
Purchase Price and Accrued Interest Payment pursuant to the 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 11 November 2022, unless extended, re-opened,
amended and/or terminated as provided in the Tender Offer
Memorandum (the Expiration Deadline).
Tender Instructions will be irrevocable except in the limited
circumstances described in the Tender Offer Memorandum.
Tender Instructions must be submitted in respect of a minimum
nominal amount of GBP100,000, being the minimum denomination of the
Notes, and may thereafter be submitted in integral multiples of
GBP1,000 in nominal amount of the Notes.
Indicative Timetable for the key events relating to the
Offer
Events Times and Dates
(All times are London time)
Commencement of the Offer
Offer announced. Tender Offer Memorandum available on the Friday, 4 November 2022
Offer Website and from the Tender
Agent.
Expiration Deadline
Final deadline for receipt of valid Tender Instructions 4.00 p.m. on Friday, 11 November 2022
by the Tender Agent in order for Noteholders
to be able to participate in the Offer.
Pricing Time
Determination of the Benchmark Security Rate, the At or around 2.00 p.m. on Monday, 14 November 2022
Purchase Yield and the Purchase Price.
Announcement of Results and Pricing
Announcement of whether the Company will accept valid As soon as reasonably practicable after the Pricing Time
tenders of Notes pursuant to the Offer on Monday, 14 November 2022
and, if so accepted, the Benchmark Security Rate, the
Purchase Yield, the Purchase Price and
the aggregate nominal amount of the Notes accepted for
purchase.
Settlement Date
The expected Settlement Date for the Offer. Wednesday, 16 November 2022
---------------------------------------------------------- ----------------------------------------------------------
The times and dates above are indicative only. The Company may,
in its sole discretion, extend, re-open, amend, waive any condition
of and/or terminate the Offer at any time (subject to applicable
law and as provided in the Tender Offer Memorandum) and the above
times and dates are subject to the right of the Company to so
extend, re-open, amend and/or terminate the Offer. Accordingly, the
actual timetable may differ significantly from the timetable
above.
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, the Offer
before the deadlines set out above. The deadlines set by any such
intermediary and each Clearing System for the submission and (where
permitted) withdrawal of Tender Instructions will be earlier than
the relevant deadlines set out above and in the Tender Offer
Memorandum.
Unless stated otherwise, announcements in connection with the
Offer 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 Offer.
Noteholders are advised to read carefully the Tender Offer
Memorandum for full details of, and information on the procedures
for, participating in the Offer.
Questions and requests for assistance in connection with (i) the
Offer may be directed to the Dealer Manager, 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.
Barclays Bank PLC (Telephone: +44 20 3134 8515 / Attention:
Liability Management Group / Email: eu.lm@barclays.com ) is acting
as Dealer Manager in respect of the Offer.
Kroll Issuer Services Limited (Telephone: +44 20 7704 0880;
Attention: Arlind Bytyqi ; Email: tescobank@is.kroll.com ; Offer
Website: https://deals.is.kroll.com/tescobank ) is acting as Tender
Agent for the Offer.
This announcement is released by the Company 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 UK domestic law by
virtue of the EUWA (UK MAR), encompassing information relating to
the Offer described above. For the purposes of UK MAR and the
Implementing Technical Standards, this announcement is made by
Fiona Burden , Company Secretary at the Company.
LEI Number: 213800IZX26LIAH44T95
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 Offer. 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 advice, including in respect of any tax
consequences, from its broker, bank manager, solicitor, accountant
or other independent financial, tax 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 Offer. None of the Company, the Dealer Manager or the Tender
Agent or any of their respective directors, employees or affiliates
makes any recommendation whether Noteholders should tender Notes
pursuant to the Offer.
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 Manager 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 Offer 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 Offer to be made by a licensed broker or dealer and the
Dealer Manager or any of its affiliates is such a licensed broker
or dealer in any such jurisdiction, the Offer shall be deemed to be
made by the Dealer Manager or such affiliate, as the case may be,
on behalf of the Company in such jurisdiction.
United States
The Offer is 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.
This includes, but is not limited to, facsimile transmission,
electronic mail, telex, telephone, the internet and other forms of
electronic communication. The Notes may not be tendered in the
Offer by any such use, means, instrumentality or facility from or
within the United States or by persons located or resident in the
United States. Accordingly, copies of this announcement, the Tender
Offer Memorandum and any other documents or materials relating to
the Offer 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. Any purported tender of Notes in the
Offer resulting directly or indirectly from a violation of these
restrictions will be invalid and any purported tender of Notes made
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 Offer will represent that
it is not located in the United States and is not participating in
the 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 the Offer from
the United States. For the purposes of this and the above
paragraph, 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 Offer, this announcement, the Tender Offer
Memorandum or any other document or materials relating to the Offer
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 Offer is being carried out in
the Republic of Italy (Italy) as an exempted offer 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. Noteholders or beneficial owners of the Notes
that are located in Italy can tender Notes for purchase in the
Offer 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 from time to
time, and Legislative Decree No. 385 of 1 September 1993, as
amended) and in compliance with applicable laws and regulations or
with requirements imposed by CONSOB 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 and/or the Offer.
United Kingdom
The communication of this announcement, the Tender Offer
Memorandum and any other documents or materials relating to the
Offer is 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.
Accordingly, such documents and/or materials are not being
distributed to, and must not be passed on to, the general public in
the United Kingdom. The communication of such documents and/or
materials as a financial promotion is only being made 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)) or persons who are within
Article 43 of the Financial Promotion Order or any other persons to
whom it may otherwise lawfully be made under the Financial
Promotion Order.
France
The Offer is not being made, directly or indirectly, to the
public in the Republic of France (France). This announcement, the
Tender Offer Memorandum and any other document or material relating
to the Offer have only been and shall only be distributed in France
to qualified investors as defined in Article 2(e) of Regulation
(EU) 2017/1129. Neither this announcement nor the Tender Offer
Memorandum has been or will be submitted for clearance to nor
approved by the Autorité des Marches Financiers.
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
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END
TENKZMGMRDDGZZG
(END) Dow Jones Newswires
November 04, 2022 04:55 ET (08:55 GMT)
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