TIDMBB90
RNS Number : 8004O
Lewis(John) PLC
05 July 2010
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO THE UNITED STATES OF
AMERICA, ITS TERRITORIES AND POSSESSIONS OR IN OR INTO OR TO ANY PERSON LOCATED
OR RESIDENT IN THE REPUBLIC OF ITALY OR IN ANY OTHER JURISDICTION WHERE IT IS
UNLAWFUL TO RELEASE, DISTRIBUTE OR PUBLISH THIS DOCUMENT (SEE "OFFER AND
DISTRIBUTION RESTRICTIONS" BELOW).
5 July 2010
JOHN LEWIS PLC
LAUNCHES CASH TENDER OFFER AND ANNOUNCES INTENTION TO ISSUE NEW BONDS
John Lewis plc (the Offeror) announces that it is inviting holders of its
outstanding GBP300,000,000 6.375 per cent. Bonds due 2012 (the Bonds) to tender
their Bonds for purchase by the Offeror for cash (the Offer).
The Offer is made on the terms and subject to the conditions contained in the
tender offer memorandum dated 5 July 2010 (the Tender Offer Memorandum) prepared
by the Offeror in connection with the Offer, and is subject to the offer and
distribution restrictions set out below and as more fully described in the
Tender Offer Memorandum. Capitalised terms used but not otherwise defined in
this announcement shall have the meaning given to them in the Tender Offer
Memorandum.
Bondholders are advised to read carefully the Tender Offer Memorandum for full
details of, and information on the procedures for participating in, the Offer.
The Offeror will pay a cash purchase price for Bonds validly tendered and
accepted by it for purchase pursuant to the Offer, which will be determined at
or around 2.00 p.m. (London time) on the Business Day following the Expiration
Deadline (the Pricing Time) in accordance with market convention and is intended
to reflect a yield to maturity of the Bonds, expressed annually, on the
Settlement Date based on the annualised sum of the Purchase Spread of +140 basis
points and the Benchmark Security Rate. The Offeror will also pay Accrued
Interest in respect of Bonds accepted for purchase pursuant to the Offer, all as
further described in the Tender Offer Memorandum.
The Offeror proposes to accept up to GBP150,000,000 in aggregate nominal amount
of the Bonds for purchase pursuant to the Offer (subject to the right of the
Offeror to amend such amount as provided in the Tender Offer Memorandum) (the
Maximum Acceptance Amount).
A summary of the terms appears below:
+----------------+--------------+----------------+---------------+----------+----------------+
| Description | ISIN/ | Outstanding | Benchmark |Purchase | Maximum |
| of the | Common | nominal | Security | Spread | Acceptance |
| Bonds | Code | amount | | | Amount |
+----------------+--------------+----------------+---------------+----------+----------------+
| GBP300,000,000 |XS0127953353 |GBP300,000,000 | 5 per | +140 |GBP150,000,000 |
| 6.375 per | / 012795335 | | cent. | bps | (subject to |
| cent. Bonds | | | UK | | the right of |
| due 2012 | | | Treasury | |the Offeror to |
| | | | Gilt due | | amend such |
| | | | 2012 | | amount as |
| | | | (ISIN: | | provided in |
| | | |GB0030468747) | | the Tender |
| | | | | | Offer |
| | | | | | Memorandum) |
+----------------+--------------+----------------+---------------+----------+----------------+
The Offeror also announces today its intention to issue new sterling-denominated
fixed-rate bonds (the New Bonds) to institutional investors. The purpose of the
Offer and the Offeror's contemplated issuance of the New Bonds is to extend the
Offeror's debt maturity profile and raise new financing for the general
corporate purposes of the Offeror. Bonds purchased by the Offeror pursuant to
the Offer will be cancelled. Purchases of the Bonds under the Offer will be
conditional upon, inter alia, the successful completion (in the determination of
the Offeror) of the issue of the New Bonds (the New Financing Condition).
A Bondholder that wishes to subscribe for New Bonds in addition to tendering
Bonds for purchase pursuant to the Offer will (subject as described in the
Tender Offer Memorandum) receive priority in the allocation of the New Bonds.
Such priority will be given for an aggregate nominal amount of New Bonds equal
to the aggregate nominal amount of Bonds which are the subject of a valid Tender
Instruction in which an allocation of New Bonds is also requested (such Tender
Instruction, a Tender and New Issue Allocation Instruction), subject to the
acceptance for purchase by the Offeror of the Bonds so tendered (such priority
amount, a New Issue Allocation). To receive a New Issue Allocation, a
Bondholder must first contact a Dealer Manager to register its interest and to
obtain its unique reference number (or Allocation Code).
If the aggregate nominal amount of Bonds validly tendered in the Offer is
greater than the Maximum Acceptance Amount, the Offeror will first accept for
purchase those Bonds the subject of valid Tender and New Issue Allocation
Instructions (including on a pro rata basis, if necessary), and the Offeror will
only accept for purchase those Bonds the subject of valid Tender Instructions
with no request for a New Issue Allocation (a Tender Only Instruction)
(including on a pro rata basis, if necessary) if the aggregate nominal amount of
the Bonds validly tendered in the Offer the subject of valid Tender and New
Issue Allocation Instructions is less than the Maximum Acceptance Amount.
In relation to those Bonds tendered pursuant to the Offer that the Offeror
accepts for purchase, if the aggregate nominal amount of Bonds the subject of
Tender and New Issue Allocation Instructions (such Bonds, the New Issue Tendered
Bonds) exceeds the Maximum Acceptance Amount, the New Issue Tendered Bonds will
be accepted by the Offeror on a pro rata basis. In such circumstances, the New
Issue Allocation each relevant Bondholder will receive will be equal to the
aggregate nominal amount of Bonds accepted from each Bondholder pursuant to its
Tender and New Issue Allocation Instruction following such pro rata scaling.
The final time by which Bondholders may submit Tender Instructions is 5.00 p.m.
(London time) on 14 July 2010 (the Expiration Deadline). In order to
participate in the Offer, Bondholders must deliver, or arrange to have delivered
on their behalf, validly completed Tender Instructions in accordance with the
procedures set out in the Tender Offer Memorandum. The deadlines set by any
intermediary or clearing system will be earlier than the deadlines specified in
the Tender Offer Memorandum.
Indicative pricing guidance for the New Bonds will be available from the Dealer
Managers in advance of the Revocation Deadline (as defined below) and any
Bondholder that wishes to obtain such indicative pricing guidance must contact
the Dealer Managers for this information. Any such pricing guidance is
indicative only and is non-binding on the Dealer Managers and the Offeror and
the actual pricing for the New Bonds will only take place on the Business Day
after the Expiration Deadline. Bondholders should further note that they will
not be entitled to revoke their Tender Instructions as a result of the actual
pricing for the New Bonds, whether or not this is consistent with, or differs
from, the indicative pricing guidance available in advance of the Revocation
Deadline.
Any Tender and New Issue Allocation Instruction submitted before noon (London
time) on 14 July 2010 (the Revocation Deadline) will be revocable up to and
including the Revocation Deadline but irrevocable from the Revocation Deadline.
Tender Only Instructions will be irrevocable irrespective of the time of
submission. The irrevocability of any Tender Instruction is subject in all
cases to the limited circumstances described in the Tender Offer Memorandum
under "Amendment and Termination".
The Offeror may, in its sole discretion, extend, re-open, amend, waive any
condition of or terminate the Offer at any time (subject to applicable law), all
as further described in the Tender Offer Memorandum.
Unless stated otherwise, announcements in connection with the Offer will be made
through RNS. Such announcements may also be (i) found on the relevant Reuters
International Insider Screen and/or (ii) made by the issue of a press release to
a Notifying News Service and/or (iii) made by the delivery of notices to the
Clearing Systems for communication to Direct Participants. Copies of all such
announcements, press releases and notices can also be obtained from the Tender
Agent, the contact details for which can be found below. Significant delays may
be experienced where notices are delivered to the Clearing Systems and
Bondholders are urged to contact the Tender Agent for the relevant announcements
during the course of the Offer. In addition, Bondholders may contact the Dealer
Managers for information, the contact details for which can be found below.
The anticipated transaction timetable is summarised below:
+--------------+-------------+
| Event | Times |
| | and |
| | Dates |
+--------------+-------------+
| Commencement | Monday, |
| of the Offer | 5 July |
| and | 2010 |
| Preliminary | |
| Prospectus | |
| Available | |
+--------------+-------------+
| Indicative | In |
| New Bonds | advance |
| Pricing | of the |
| Guidance | Revocation |
| Available | Deadline |
+--------------+-------------+
| Revocation | Noon |
| Deadline | (London |
| | time) |
| | on |
| | Wednesday, |
| | 14 July |
| | 2010 |
+--------------+-------------+
| Expiration | 5.00 |
| Deadline | p.m. |
| | (London |
| | time) |
| | on |
| | Wednesday, |
| | 14 July |
| | 2010 |
+--------------+-------------+
| Announcement | At or |
| of | around |
| Indicative | 9.00 |
| Results | a.m. |
| | (London |
| | time) |
| | on the |
| | Business |
| | Day |
| | following |
| | the above |
| | Expiration |
| | Deadline |
+--------------+-------------+
| Pricing | At or |
| Time | around |
| | 2.00 |
| | p.m. |
| | (London |
| | time) |
| | on the |
| | Business |
| | Day |
| | following |
| | the above |
| | Expiration |
| | Deadline |
+--------------+-------------+
| Announcement | As |
| of | soon |
| Acceptance | as |
| (subject to | reasonably |
| satisfaction | practicable |
| of the New | after the |
| Financing | Pricing |
| Condition) | Time |
| and Offer | |
| Results | |
+--------------+-------------+
| New | Wednesday, |
| Issue | 21 July |
| Settlement | 2010 |
| Date | |
+--------------+-------------+
| Tender | Wednesday, |
| Offer | 21 July |
| Settlement | 2010 |
| Date | |
| (subject | |
| to | |
| satisfaction | |
| of the New | |
| Financing | |
| Condition) | |
+--------------+-------------+
This is an indicative timetable and may be subject to change. Bondholders are
advised to check with any bank, securities broker or other intermediary through
which they hold Bonds by when such intermediary would need to receive
instructions from a Bondholder to participate in, or (in the limited
circumstances in which revocation is permitted) revoke their instruction to
participate in, the Offer by the deadlines specified above.
Barclays Bank PLC and HSBC Bank plc are acting as Dealer Managers for this
Offer. Lucid Issuer Services Limited is acting as Tender Agent. For detailed
terms of the Offer please refer to the Tender Offer Memorandum which (subject to
distribution restrictions) can be obtained from the Dealer Managers and the
Tender Agent referred to below.
THE DEALER MANAGERS
+-----------------------------------+-----------------------------------+
| Barclays Bank PLC | HSBC Bank plc |
| 5 The North Colonnade | 8 Canada Square |
| Canary Wharf | London E14 5HQ |
| London E14 4BB | United Kingdom |
| United Kingdom | |
+-----------------------------------+-----------------------------------+
| For information by telephone: | For information by telephone: |
| +44 (0) 20 7773 8990 | +44 (0) 20 7991 1444 |
| Attention: Liability Management | Attention: Liability Management |
| Group | Group |
| Email: eu.lm@barcap.com | Email: |
| | liability.management@hsbcib.com |
| | |
| | |
| | |
| | |
| | |
+-----------------------------------+-----------------------------------+
| THE TENDER AGENT |
+-----------------------------------------------------------------------+
| Lucid Issuer Services Limited |
| Leroy House |
| 436 Essex Road |
| London N1 3QP |
| United Kingdom |
+-----------------------------------------------------------------------+
| For information by telephone: |
| +44 (0) 20 7704 0880 |
| Attention: Lee Pellicci and David Shilson |
| Email: johnlewis@lucid-is.com |
+-----------------------------------+-----------------------------------+
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 Bondholder is in any doubt as to the action it should take, it is
recommended to seek its own financial advice, including as to any tax
consequences, from its stockbroker, bank manager, solicitor, accountant or other
independent financial adviser. Any individual or company whose Bonds 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 Bonds in the Offer.
None of the Offeror, the Dealer Managers or the Tender Agent nor any of their
respective directors, employees or affiliates makes any recommendation whether
Bondholders should tender Bonds in the Offer.
Offer and Distribution Restrictions
Neither this announcement nor the Tender Offer Memorandum constitutes an
invitation to participate in the Offer in any jurisdiction in which, or to any
person to or from whom, it is unlawful to make such invitation or for there to
be such participation under applicable securities laws. The distribution of
this announcement and the Tender Offer Memorandum in certain jurisdictions may
be restricted by law. Persons into whose possession this announcement and/or
the Tender Offer Memorandum comes are required by each of the Offeror, the
Dealer Managers and the Tender Agent to inform themselves about, and to observe,
any such restrictions.
Nothing in this announcement or the Tender Offer Memorandum or the electronic
transmission thereof constitutes an offer to buy or the solicitation of an offer
to sell Bonds (and tenders of Bonds for purchase pursuant to the Offer will not
be accepted from any Bondholder) in any circumstances in which such offer or
solicitation is unlawful. In any jurisdiction where the securities, blue sky or
other laws require the Offer 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 such jurisdiction, the Offer shall be deemed to be
made by such Dealer Manager or such affiliate, as the case may be, on behalf of
the Offeror in such jurisdiction.
Nothing in this announcement or the Tender Offer Memorandum or the electronic
transmission thereof constitutes an offer to sell or the solicitation of an
offer to buy the New Bonds in the United States, Italy or any other
jurisdiction.
No action has been or will be taken in any jurisdiction in relation to the New
Bonds that would permit a public offering of securities and the minimum
denomination of the New Bonds will be GBP50,000.
United States
The Offer is not being made, and will not be made, directly or indirectly in or
into, or by use of the mail 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. 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 and the Bonds
cannot be tendered in the Offer by any such use, means, instrumentality or
facility or from within the United States. Any purported tender of Bonds
resulting directly or indirectly from a violation of these restrictions will be
invalid and any purported tender of Bonds 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.
Neither this announcement nor the Tender Offer Memorandum is an offer of
securities for sale in the United States or to U.S. persons. Securities may not
be offered or sold in the United States absent registration under, or an
exemption from the registration requirements of, the Securities Act. The New
Bonds have not been, and will not be, registered under the Securities Act or the
securities laws of any state or other jurisdiction of the United States, and may
not be offered, sold or delivered, directly or indirectly, in the United States
or to, or for the account or benefit of, U.S. persons.
Each holder of Bonds 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 two
paragraphs, United States means the United States of America, its territories
and possessions, any state of the United States of America and the District of
Columbia.
Italy
The Offer is not being made, directly or indirectly, in the Republic of Italy
(Italy). Neither the Offer, the Tender Offer Memorandum nor any other document
or materials relating to the Offer have been submitted to the clearance
procedures of the Commissione Nazionale per le Società e la Borsa (CONSOB)
pursuant to Italian laws and regulations. Accordingly, Bondholders are notified
that, to the extent such holders are located or resident in Italy, the Offer is
not available to them and they may not tender Bonds for purchase pursuant to the
Offer nor may the New Bonds be offered, sold or delivered in Italy and, as such,
any Tender Instructions received from or on behalf of such persons shall be
ineffective and void, and neither the Tender Offer Memorandum nor any other
documents or materials relating to the Offer, the Bonds or the New Bonds may be
distributed or made available in Italy.
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.
Insofar as the communication of this announcement, the Tender Offer Memorandum
and any other documents or materials relating to the Offer is made to or
directed at investment professionals (as defined in Article 19(5) of the
Financial Promotion Order), it is made to or directed at persons having
professional experience in matters relating to investments, and any investment
or investment activity to which it relates is available only to such persons or
will be engaged in only with such persons, and persons who do not have
professional experience in matters relating to investments should not rely upon
it.
Belgium
None of this announcement, the Tender Offer Memorandum or any other documents or
materials relating to the Offer have been submitted to or will be submitted for
approval or recognition to the Belgian Banking, Finance and Insurance Commission
(Commission bancaire, financière et des assurances/Commissie voor het Bank-,
Financie- en Assurantiewezen) and, accordingly, the Offer may not be made in
Belgium by way of a public offering, as defined in Article 3 of the Belgian Law
of 1 April 2007 on public takeover bids (as amended or replaced from time to
time). Accordingly, the Offer may not be advertised and the Offer will not be
extended, and none of this announcement, the Tender Offer Memorandum or any
other documents or materials relating to the Offer (including any memorandum,
information circular, brochure or any similar documents) has been or shall be
distributed or made available, directly or indirectly, to any person in Belgium
other than "qualified investors" in the sense of Article 10 of the Belgian Law
of 16 June 2006 on the public offer of placement instruments and the admission
to trading of placement instruments on regulated markets (as amended or replaced
from time to time) (the Belgian Public Offer Law), acting on their own account.
Insofar as Belgium is concerned, this announcement and the Tender Offer
Memorandum have been issued only for the personal use of the above qualified
investors and exclusively for the purpose of the Offer. Accordingly, the
information contained in this announcement and/or the Tender Offer Memorandum
may not be used for any other purpose or disclosed to any other person in
Belgium.
France
The Offer is not being made, directly or indirectly, to the public in the
Republic of France (France). None of this announcement, the Tender Offer
Memorandum or any other document or material relating to the Offer has been or
shall be distributed to the public in France and only (i) providers of
investment services relating to portfolio management for the account of third
parties (personnes fournissant le service d'investissement de gestion de
portefeuille pour compte de tiers) and/or (ii) qualified investors
(investisseurs qualifiés) other than individuals, in each case acting on their
own account and all as defined in, and in accordance with, Articles L.411-1,
L.411-2 and D.411-1 to D.411-4 of the French Code Monétaire et Financier, are
eligible to participate in the Offer. Neither this announcement nor the Tender
Offer Memorandum has, or will be, submitted for clearance to or approved by the
Autorité des Marchés Financiers.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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