Предложение о выкупе — TESCO PLC 6.00000 14/12/29 (XS0105244585)
Уважаемые клиенты, информируем вас о том, что в Депозитарий АО «АЛЬФА-БАНК» поступили информационные материалы из Euroclear Bank N.A.: «Предложение о выкупе» — TESCO PLC 6.00000 14/12/29 (XS0105244585), с целью доведения указанной информации до лиц, имеющих право на участие в данном корпоративном действии.*
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INFORMATION SOURCE:
INFORMATION AND TENDER AGENT
LUCID ISSUER SERVICE LIMITED
TANKERTON WORKS
12 ARGYLE WALK
LONDON WC1H 8HA
UNITED KINGDOM
TELEPHONE: +44 20 7704 0880
ATTENTION: DAVID SHILSON
EMAIL:TESCO(AT)LUCID-IS.COM
.
GENERAL INFORMATION
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THE OFFERS ARE BEING MADE IN THE CONTEXT OF THE TESCO’S
CONTINUING EFFORTS TO STRENGTHEN THE BALANCE SHEET AND ARE AIMED
AT EFFICIENTLY USING SURPLUS LIQUIDITY TO REDUCE GROSS DEBT.
.
1. TENDER AND CONSENT: NOT APPLICABLE
.
2. CONDITIONS AND RESTRICTIONS: CERTAIN RESTRICTIONS APPLY FOR
THE FOLLOWING COUNTRIES: UNITED STATES, ITALY, UNITED KINGDOM,
FRANCE AND BELGIUM
.
THESE RESTRICTIONS APPLY TO BENEFICIAL OWNERS
.
REFER TO THE OFFER DOCUMENTATION FOR THE COMPLETE CONDITIONS AND
RESTRICTIONS OF THIS OFFER
TIMETABLE
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. PRICING: 03/07/2017 AT 13:00 LONDON TIME
.
ENTITLEMENT
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1. PURCHASE PRICE:
.
THE PURCHASE PRICE OF THE NOTES WILL BE DETERMINED BY A REFERENCE
TO THE SUM OF:
(A) THE RELEVANT PURCHASE SPREAD AND
(B) THE RELEVANT BENCHMARK SECURITY RATE
.
RELEVANT BENCHMARK RATE OR SECURITY:
6.00 PER CENT UK TREASURY GILT DUE 07 DECEMBER 2028 (ISIN:
GB0002404191)
.
PURCHASE SPREAD: 235 BPS (BASIS POINTS)
.
EACH PURCHASE PRICE WILL BE DETERMINED IN ACCORDANCE WITH MARKET
CONVENTION AND EXPRESSED AS A PERCENTAGE OF THE NOMINAL AMOUNT OF
THE NOTES OF THE RELEVANT SERIES ACCEPTED FOR PURCHASE PURSUANT
TO THE RELEVANT OFFER (ROUNDED TO THE NEAREST 0.001 PER CENT.,
WITH 0.0005 PER CENT. ROUNDED UPWARDS), AND IS INTENDED TO
REFLECT A YIELD TO MATURITY OF THE NOTES OF THE RELEVANT SERIES
ON THE SETTLEMENT DATE BASED ON THE RELEVANT PURCHASE YIELD
.
SPECIFICALLY, THE PURCHASE PRICE APPLICABLE TO THE NOTES OF A
PARTICULAR SERIES 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 THE RELEVANT SERIES,
DISCOUNTED TO THE SETTLEMENT DATE AT A DISCOUNT RATE EQUAL TO THE
RELEVANTPURCHASE YIELD, MINUS (B) ACCRUED INTEREST FOR SUCH SERIES
.
2. ACCRUED AND UNPAID INTEREST:
ACCRUED AND UNPAID INTEREST WILL BE PAID UP TO, BUT NOT
INCLUDING, THE SETTLEMENT DATE
.
3. MINIMUM AGGREGATE ACCEPTANCE AMOUNT:
THE TENDER OFFER IS NOT CONDITIONAL ON A MINIMUM AGGREGATE AMOUNT
OF SECURITIES BEING TENDERED
.
4. TENDER CAP:
AN AGGREGATE NOMINAL AMOUNT OF JULY 2019 NOTES DECEMBER 2019
NOTES, 2023 NOTES, 2029 NOTE AND/OR 2033 NOTES (CONVERTED INTO
STERLING, WHERE APPLICABLE, AT THE APPLICABLE EXCHANGE RATE) OF
UP TO (A) GBP 700,000,000 LESS (B) THE AGGREGATE NOMINAL AMOUNT
OF 2042 NOTES AND 2057 NOTES ACCEPTED FOR PURCHASE PURSUANT TO
THE RELEVANT OFFERS (CAPPED OFFERS AGGREGATE ACCEPTANCE AMOUNT)
.
5.PRORATION:
.
THE OFFERORS WILL DETERMINE THE ALLOCATION OF THE CAPPED OFFERS
AGGREGATE ACCEPTANCE AMOUNT BETWEEN SERIES OF THE JULY 2019
NOTES, THE DECEMBER 2019 NOTES, THE 2023 NOTES , THE 2029 NOTES
AND THE 2033 NOTES IN THEIR ABSOLUTE DISCRETION, RESERVE THE
RIGHT TO ACCEPT SIGNIFICANTLY MORE OR SIGNIFICANTLY LESS (OR
NONE) OF ANY SUCH SERIES AS COMPARED TO THE OTHER SUCH SERIES IN
RESPECT OF EACH OF THE JULY 2019 NOTES, THE DECEMBER 2019 NOTES,
THE 2023 NOTES, THE 2029 NOTES AND THE 2033 NOTES, IF THE
RELEVANT OFFER DECIDES TO ACCEPT ANY VALIDLY TENDERED NOTES OF
SUCH SERIES FOR PURCHASE PURSUANT TO THE RELEVANT OFFER AND THE
AGGREGATE NOMINAL AMOUNT OF THE RELEVANT SERIES VALIDLY TENDERED
FOR PURCHASE IS GREATER THAN THE RELEVANT CAPPED .
OFFER SERIES ACCEPTANCE AMOUNT, THE RELEVANT OFFEROR INTENDS TO
ACCEPT SUCH NOTES FOPR PURCHASE ON A PRO RATA BASIS SUCH THAT THE
AGGREGATE NOMAL AMOUNT OF SUCH SERIES ACCEPTED FOR PURCHASE
PURSUANT TO THE RELEVANT OFFER IS NO GREATER THAN SUCH CAPPED
OFFER SERIES ACCEPTANCE AMOUNT
.
SCALING OF TENDERS OF JULY 2019 NOTES, DECEMBER 2019 NOTES, 2023
NOTES, 2029 NOTES AND/OR 2033 NOTES IN THE CIRCUMSTANCES
DESCRIBED IN THETENDER OFFER MEMORANDUM IN WHICH ANY JULY 2019
NOTES, DECEMBER 2019 NOTES, 2023 NOTES, 2029 NOTES OR 2033 NOTES
VALIDLY TENDERED PURSUANT TO THE RELEVANT OFFER ARE TO BE
ACCEPTED ON A PRO RATA BASIS, EACH SUCH TENDER OF NOTES OF THE
RELEVANT SERIES WILL BE SCALED BY A FACTOR (EACH A SCALING
FACTOR) EQUAL TO:
.
(I) THE RELEVANT CAPPED OFFER SERIES ACCEPTANCE AMOUNT DIVIDED BY
(II) THE AGGREGATE NOMINAL AMOUNT OF THE NOTES OF THE RELEVANT
SERIES THAT HAVE BEEN VALIDLY TENDERED PURSUANT TO THE RELEVANT
OFFER
.
EACH TENDER OF NOTES OF SUCH SERIES THAT IS SCALED IN THIS MANNER
WILL BE ROUNDED DOWN TO THE NEAREST EUR 1,000 OR GBP 1,000, AS
APPLICABLE, IN NOMINAL AMOUNT
.
IN ADDITION, IN THE EVENT OF ANY SUCH SCALING, THE RELEVANT
OFFEROR INTENDS TO APPLY PRO RATA SCALING TO EACH VALID TENDER OF
NOTES OF THE RELEVANT SERIES IN SUCH A MANNER AS WILL RESULT IN
BOTH:
(A) THE RELEVANT NOTEHOLDER TRANSFERRING NOTES OF THE RELEVANT
SERIES TO THE RELEVANT OFFEROR IN AN AGGREGATE NOMINAL AMOUNT OF
AT LEAST THE MINIMUM DENOMINATION FOR SUCH SERIES (BEING GBP
1,000 IN RESPECT OF THE DECEMBER 2019 NOTES, THE 2029 NOTES AND
THE 2033 NOTES, GBP 50,000 IN RESPECT OF THE 2023 NOTES OR EUR
100,000 IN RESPECT OF THE JULY 2019 NOTES), AND
(B) THE RELEVANT NOTEHOLDER’S RESIDUAL AMOUNT OF NOTES OF THE
RELEVANT SERIES (BEING THE NOMINAL AMOUNT OF THE NOTES THE
SUBJECT OF THE RELEVANT TENDER INSTRUCTION THAT ARE NOT ACCEPTED
FOR PURCHASE BY VIRTUE OF SUCH SCALING) AMOUNTING TO EITHER (I)
AT LEAST THE MINIMUM DENOMINATION OF THE RELEVANT SERIES OR (II)
ZERO, AND THE RELEVANT OFFEROR THEREFORE INTENDS TO ADJUST THE
RELEVANT SCALING FACTOR APPLICABLE TO ANY RELEVANT TENDER
INSTRUCTION ACCORDINGLY.
.
PLEASE REFER TO THE DOCUMENTATION FOR ADDITIONAL INFORMATION
.
6. POOLFACTOR: NOT APPLICABLE
.
THIS CORPORATE ACTION NOTIFICATION DOES NOT CONSTITUTE AN OFFER
TO SELL OR THE SOLICITATION OF AN OFFER TO BUY ANY SECURITIES BY
ANYONE IN ANY JURISDICTION
IT IS NOT, AND SHOULD NOT BE CONSTRUED OR TREATED AS, INVESTMENT
OR FINANCIAL ADVICE. IN PROVIDING THIS INFORMATION, EUROCLEAR
BANK IS NOT ACTING AS AGENT OF THE ISSUER
BY SENDING AN INSTRUCTION TO EUROCLEAR BANK, YOU CONFIRM THAT YOU
(AND ANY BENEFICIAL OWNER(S) FOR WHOM YOU ACT) COMPLY WITH THE
TERMS AND CONDITIONS OF THE CORPORATE EVENT AND COMPLY WITH
APPLICABLE LOCAL LAWS OR REQUIREMENTS, INCLUDING BUT NOT LIMITED
TO HOLDING AND TRANSFER RESTRICTIONS.
IF HOLDING AND TRANSFER RESTRICTIONS WOULD PROHIBIT YOU (AND ANY
BENEFICIAL OWNER(S) FOR WHOM YOU ACT) TO HOLD THE PROCEEDS OF A
CORPORATE EVENT IN YOUR ACCOUNT IN EUROCLEAR BANK, YOU (AND ANY
BENEFICIAL OWNER(S) FOR WHOM YOU ACT) MUST ENSURE TO SEND AN
INSTRUCTION TO ALLOW THE TRANSFER OF THESE PROCEEDS TO AN ACCOUNT
OUTSIDE THE EUROCLEAR SYSTEM.
.
.
THIS CORPORATE ACTION NOTIFICATION DOES NOT CONSTITUTE AN OFFER
TO SELL OR THE SOLICITATION OF AN OFFER TO BUY ANY SECURITIES BY
ANYONE IN ANY JURISDICTION.
IT IS NOT, AND SHOULD NOT BE CONSTRUED OR TREATED AS, INVESTMENT
OR FINANCIAL ADVICE. IN PROVIDING THIS INFORMATION, EUROCLEAR
BANK IS NOT ACTING AS AGENT OF THE ISSUER.
BY SENDING AN INSTRUCTION TO EUROCLEAR BANK, YOU CONFIRM THAT YOU
(AND ANY BENEFICIAL OWNER(S) FOR WHOM YOU ACT) COMPLY WITH THE
TERMS AND CONDITIONS OF THE CORPORATE EVENT AND COMPLY WITH
APPLICABLE LOCAL LAWS OR REQUIREMENTS, INCLUDING BUT NOT LIMITED
TO HOLDING AND TRANSFER RESTRICTIONS.
IF HOLDING AND TRANSFER RESTRICTIONS WOULD PROHIBIT YOU (AND ANY
BENEFICIAL OWNER(S) FOR WHOM YOU ACT) TO HOLD THE PROCEEDS OF A
CORPORATE EVENT IN YOUR ACCOUNT IN EUROCLEAR BANK, YOU (AND ANY
BENEFICIAL OWNER(S) FOR WHOM YOU ACT) MUST ENSURE TO SEND AN
INSTRUCTION TO ALLOW THE TRANSFER OF THESE PROCEEDS TO AN ACCOUNT
OUTSIDE THE EUROCLEAR SYSTEM.
*АО «АЛЬФА-БАНК» не отвечает за полноту и достоверность информации, полученной от Euroclear Bank N.A.