Company Announcements

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.

1 June 2022

Marks and Spencer plc announces indicative results of tender offers for its outstanding:

£300,000,000 3.000 per cent. Notes due 2023 (ISIN: XS1531151253) (the 2023 Notes)
and
£400,000,000 4.750 per cent. Notes due 2025 (ISIN: XS0863523030)
(the 2025 Notes and, together with the 2023 Notes, the Notes and each, a Series)

Marks and Spencer plc (the Company) announces today indicative results of its invitation to holders of its outstanding Notes to tender their Notes for purchase by the Company for cash in an aggregate nominal amount of up to the Maximum Acceptance Amount (such amount being subject to the right of the Company to increase or decrease it in its sole discretion) (each, an Offer and together, the Offers),

The Offers were announced on 25 May 2022 and were made on terms and subject to the conditions contained in the tender offer memorandum dated 25 May 2022 (the Tender Offer Memorandum). Capitalised terms used in this announcement but not defined have the meanings given to them in the Tender Offer Memorandum.

Indicative Results of the Offers

The Company announces that the indicative results of the Offers are as follows:

* currently paying out a coupon of 4.250 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.

** 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.

The Company also announces that the Maximum Acceptance Amount is hereby increased to £150,560,000  in aggregate nominal amount of the Notes and that the Final Acceptance Amount is expected to be set at £150,560,000 in aggregate nominal amount of Notes.

The Company will announce whether it will accept valid tenders of Notes pursuant to the Offers and, if so accepted, in respect of each Series for purchase, (i) the aggregate nominal amount of Notes of each Series accepted for purchase; (ii) each Purchase Yield; (iii) each Purchase Spread; (iv) each Purchase Price; (v) any applicable Scaling Factors; (vi) the Settlement Date; (vii) Accrued Interest Payment payable in respect of each Series; and (viii) the nominal amount of Notes of each Series that will remain outstanding after the Settlement Date (if any) as soon as reasonably practicable after the Pricing Time (as defined below).

The Offers remain subject to the conditions and restrictions set out in the Tender Offer Memorandum. The Company is not under any obligation to accept any tender of Notes for purchase pursuant to either Offer.  Tenders of Notes for purchase may be rejected in the sole and absolute discretion of the Company for any reason and the Company is not under any obligation to Noteholders to furnish any reason or justification for refusing to accept a tender of Notes for purchase.  In addition, the Company may, in its sole discretion, extend, re-open, amend or waive any condition of or terminate any Offer at any time (subject to applicable law and as provided in the Tender Offer Memorandum).

The Purchase Yield and Purchase Price in relation to each Series of Notes is expected to be determined at or around 11:00 a.m. (London time) (the Pricing Time) today in the manner described in the Tender Offer Memorandum.

The expected Tender Offer Settlement Date is 6 June 2022.

Full details concerning the Offers are set out in the Tender Offer Memorandum.

Questions and requests for assistance in connection with the Offers may be directed to the Dealer Managers and the Tender Agent, the contact details for both 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: Harry Ringrose

Email: marksandspencer@is.kroll.com 

Website: 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 Eoin Tonge, Chief Financial Officer at Marks and Spencer plc.

DISCLAIMER This announcement must be read in conjunction with the Tender Offer Memorandum. No offers or invitation to acquire any securities is being made pursuant to this announcement. 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 Company, the Dealer Managers and the Tender Agent to inform themselves about, and to observe, any such restrictions.