8th Aug 2006 12:00
Tesco PLC08 August 2006 TESCO PLC announces acceptances in respect of its Tender Offer for its£350,000,000 5.125 per cent. Notes due 2009, its £250,000,000 6.00 per cent.Notes due 2008 and its £325,000,000 7.50 per cent. Notes due 2007 NOT FOR DISTRIBUTION TO ANY PERSON RESIDENT AND/OR LOCATED IN THE UNITED STATESOR ITALY (SEE OFFER AND DISTRIBUTION RESTRICTIONS BELOW) London, UK, 8 August 2006, - TESCO PLC (the Company) today announced thesuccessful close of its offer (the Offer) to repurchase for cash any and all ofits outstanding £350,000,000 5.125 per cent. Notes due 2009 (the 2009 Notes),and certain amounts of its £250,000,000 6.00 per cent. Notes due 2008 (the 2008Notes) and £325,000,000 7.50 per cent. Notes due 2007 (the 2007 Notes and,together with the 2009 Notes and the 2008 Notes, the Notes) that was launched on27 July 2006. As of the expiration of the Offer at 4pm (London time) on 7 August 2006, validtenders for £458,378,000 in aggregate nominal amount of Notes were received asfollows: £158,071,000 of 2009 Notes, £125,067,000 of 2008 Notes and £175,240,000of 2007 Notes. In response to the positive reaction to the Offer, the Companyhas decided to increase the Target Acceptance Amount from £300,000,000 to£350,000,000 and the Maximum Acceptance Amount of validly tendered Notes thatthe Company proposes to repurchase is therefore also £350,000,000 (subject torounding for pro-ration). All validly tendered 2009 and 2008 Notes will be accepted in full for repurchaseby the Company and validly tendered 2007 Notes will be accepted using apro-ration factor of 38.2%. After rounding down the result of such pro-rationfor each valid tender of the 2007 Notes to the nearest £1,000, the Company willaccept £66,901,000 of 2007 Notes for repurchase. The Company will announce the repurchase prices for the 2009, 2008 and 2007Notes (including each relevant offer side benchmark security rate and repurchaseyield) later today at or around 2pm (London time). Settlement is expected onFriday 11 August 2006. BNP Paribas and Citigroup Global Markets Limited are acting as Dealer Managers.Citibank N.A. is acting as Tender Agent.Requests for information in relation to the Offer should be directed to: Dealer Managers BNP PARIBAS Citigroup Global Markets Limited 10 Harewood Avenue Citigroup Centre London NW1 6AA Canada Square Attention: Debt Restructuring Group Canary Wharf Email: [email protected] London E14 5LB Tel: +44 (0) 20 7595 8668 Attention: Liability Management Group Email: [email protected] Tel: +44 (0) 20 7986 8969 A copy of the Tender Offer Memorandum is available for inspection at theDocument Viewing Facility of the Financial Services Authority, 25 The NorthColonnade, London E14 5HS. DISCLAIMER This announcement must be read in conjunction with the Tender OfferMemorandum. This announcement and the Tender Offer Memorandum contain importantinformation which should be read carefully None of the Company, BNP Paribas,Citigroup Global Markets Limited or Citibank, N.A. made any recommendationwhether Noteholders should tender Notes in the Offer. OFFER AND DISTRIBUTION RESTRICTIONS The distribution of this announcement and the Tender Offer Memorandum in certainjurisdictions may be restricted by law. Persons into whose possession thisannouncement and/or the Tender Offer Memorandum comes are required by theCompany and the Dealer Managers to inform themselves about and to observe anysuch restrictions. Neither this announcement nor the Tender Offer Memorandumconstitutes an offer to buy or a solicitation of an offer to sell the Notes, andtenders of Notes in the Offer have not been accepted from Noteholders in anyjurisdiction in which such offer or solicitation is unlawful. In thosejurisdictions where the securities, blue sky or other laws required the Offer tobe made by a licensed broker or dealer and any of the Dealer Managers was such alicensed broker or dealer in such jurisdictions, the Offer shall be deemed tohave been made on behalf of the Company by that Dealer Manager. United States The Offer was not made, directly or indirectly, in or into, or by use of themails of, or by any means or instrumentality (including, without limitation,facsimile transmission, telex, telephone, email and other forms of electronictransmission) of interstate or foreign commerce of, or any facility of anational securities exchange of, the United States, and the Notes have not beentendered in the Offer by any such use, means, instrumentality or facility fromor within the United States or by persons located or resident in the UnitedStates. Accordingly, copies of this announcement, the Tender Offer Memorandumand any other documents or materials relating to the Offer are not being, andmust not be, directly or indirectly, mailed or otherwise transmitted,distributed or forwarded in or into the United States or to persons located orresident in the United States. Any purported tender of Notes in the Offerresulting directly or indirectly from a violation of these restrictions will beinvalid and tenders of Notes made by a person located in the United States orany agent, fiduciary or other intermediary acting on a non-discretionary basisfor a principal giving instructions from within the United States have not beenaccepted. For the purposes of this paragraph, United States means the UnitedStates of America, its territories and possessions, any state of the UnitedStates of America and the District of Columbia. Italy The Offer was not made in the Republic of Italy (Italy). The Offer, thisannouncement and the Tender Offer Memorandum have not been submitted to theclearance procedure of the Commissione Nazionale per le Societa e la Borsa(CONSOB) pursuant to Italian laws and regulations. Accordingly, Noteholders arenotified that, to the extent Noteholders are resident and/or located in Italy,the Offer was not available to them and they could not tender Notes in the Offerand, as such, any Tender Instructions received from such persons are ineffectiveand void, and none of this announcement, the Tender Offer Memorandum or anyother documents or materials relating to the Offer or the Notes may bedistributed or made available in Italy. The Offer was not made and this announcement and the Tender Offer Memorandum arenot being distributed to the public in the United Kingdom, France or Belgium. Insuch jurisdictions, only the following persons could participate in the Offerand receive this announcement and the Tender Offer Memorandum (as more fully setout in the Tender Offer Memorandum): United Kingdom (investment professionals and persons within Article 43(2) orotherwise of the Financial Services and Markets Act 2000 (Financial Promotion)Order 2005 / France (certain qualified investors and providers of portfoliomanagement investment services) / Belgium (institutional investors). This information is provided by RNS The company news service from the London Stock ExchangeRelated Shares:
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