Tender Offer re £250m 5.625%

RNS Number : 1629Z

Kingfisher PLC

10 January 2011

 



Kingfisher plc Announces Tender Offer for its £250,000,000 5.625 per cent. Notes due 15 December 2014

NOT FOR DISTRIBUTION IN OR INTO OR TO ANY PERSON LOCATED OR RESIDENT IN THE UNITED STATES, 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 OR THE DISTRICT OF COLUMBIA OR TO ANY PERSON LOCATED OR RESIDENT IN THE REPUBLIC OF ITALY (SEE "OFFER AND DISTRIBUTION RESTRICTIONS" BELOW)

10 January 2011.  Kingfisher plc (the Company) announced today its invitation to holders of its £250,000,000 5.625 per cent. Notes due 15 December 2014 (ISIN: XS0178322474) (the Notes) to tender their Notes for purchase by the Company for cash (the Offer).  The Offer is being made on the terms and subject to the conditions contained in the tender offer memorandum dated 10 January 2011 (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 Dealer Managers and 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.

Rationale for the Offer

The purpose of the Offer is to reduce the Company's gross debt and improve the return on the cash held on its balance sheet. Notes repurchased by the Company pursuant to the Offer will be cancelled and will not be re-issued or re-sold.

Details of the Offer

The Company will pay for the Notes accepted by it for purchase pursuant to the Offer a price (the Purchase Price) to be determined at or around 3.00 p.m. (London Time) (the Pricing Time) on 20 January 2011 (the Pricing Date) in the manner described in the Tender Offer Memorandum by reference to an annualised sum (such sum, the Purchase Yield) of a purchase spread (the Purchase Spread) and the Benchmark Security Rate, which is based on the mid price for the 5 per cent. UK Treasury Gilt due 2014 (ISIN: GB0031829509) at the Pricing Time on the Pricing Date.

The Purchase Price will be determined in accordance with market convention, and is intended to reflect a yield to maturity of the Notes on the Settlement Date based on the Purchase Yield.

The Purchase Spread will be determined pursuant to a Modified Dutch Auction Procedure, as described in the Tender Offer Memorandum.

Under the Modified Dutch Auction Procedure, the Company will determine, in its sole discretion, following expiration of the Offer, the aggregate nominal amount of Notes (if any) it will accept for purchase pursuant to the Offer (the Actual Acceptance Amount) and a single Purchase Spread (expressed as a percentage)that it will use in the calculation of the Purchase Price for such Notes, taking into account the aggregate nominal amount of Notes tendered in the Offer and the purchase spreads specified (or deemed to be specified) by tendering Noteholders. The Purchase Spread will be not more than the Maximum Purchase Spread of 1.50 per cent., and will otherwise be the highest spread that will enable the Company to purchase the Actual Acceptance Amount.

The Company proposes that the Actual Acceptance Amount will be an amount of up to the Target Acceptance Amount of £100,000,000, although the Company reserves the right, in its sole discretion, to accept less than or more than such amount for purchase pursuant to the Offer.

The Company will also pay an Accrued Interest Payment in respect of Notes accepted for purchase pursuant to the Offer.

Tender Instructions

In order to participate in, and be eligible to receive the Purchase Price 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 19 January 2011.  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 Notes of no less than £1,000, being the minimum denomination of the Notes, and may be submitted in integral amounts of £1,000 thereafter. Tender Instructions may be submitted on a competitive basis or a non-competitive basis, as further described in the Tender Offer Memorandum.

Indicative Timetable for the Offers

Events	Times and Dates (All times are London time)
Commencement of the Offer Offer announced.  Tender Offer Memorandum available from the Dealer Managers and the Tender Agent.	Monday, 10 January 2011
Expiration Deadline Final deadline for receipt of valid Tender Instructions by the Tender Agent in order for Noteholders to be able to participate in the Offer.	4.00 p.m. on Wednesday, 19 January 2011
Announcement of Offer Results Announcement of whether the Company will accept valid tenders of Notes pursuant to the Offer and, if so accepted, the Actual Acceptance Amount, the Purchase Spread and any Scaling Factor.	Thursday, 20 January 2011 at or around 12.00 noon
Pricing Date and Pricing Time Determination of the Benchmark Security Rate, Purchase Yield and Purchase Price	Thursday, 20 January 2011 at or around 3.00 p.m.
Announcement of Pricing Announcement of the Purchase Price for Notes accepted by the Company for purchase pursuant to the Offer.	As soon as reasonably practicable after the Pricing Time on the Pricing Date
Settlement Date Expected Settlement Date for the Offer.	Tuesday, 25 January 2011

The Company may, in its sole discretion, extend, re-open, amend, waive any condition of 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.

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 by the deadlines set out above.  The deadlines set by any such intermediary and each Clearing System for the submission and 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 found on the relevant Reuters International Insider Screen and be made 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.  In addition, Noteholders may contact the Dealer Managers for information using the contact details below.

Noteholders are advised to read carefully the Tender Offer Memorandum for full details of and information on the procedures for participating in the Offer.

Barclays Bank PLC and UBS Limited are acting as Dealer Managers for the Offer and Deutsche Bank AG, London Branch is acting as Tender Agent.

Questions and requests for assistance in connection with the Offer may be directed to the Dealer Managers.

The Dealer Managers
Barclays Bank PLC 5 The North Colonnade London E14 4BB United Kingdom Telephone: [phone] Attention: Liability Management Group Email: [e-mail]	UBS Limited 1 Finsbury Avenue London EC2M 2PP United Kingdom Telephone: [phone] Attention: Liability Management Group Email: [e-mail]

Questions and requests for assistance in connection with the delivery of Tender Instructions may be directed to the Tender Agent.

The Tender Agent

Deutsche Bank AG, London Branch Winchester House 1 Great Winchester Street London EC2N 2DB United Kingdom Telephone: [phone] Fax: [phone] Attention: Trust & Securities Services Email: [e-mail]

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 action it should take, it is recommended to seek its own financial advice, including in respect of any tax consequences, from its stockbroker, bank manager, solicitor, accountant or other independent financial 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 Managers or the Tender Agent makes any recommendation whether Noteholders should tender Notes pursuant to the Offer.

OFFER AND DISTRIBUTION RESTRICTIONS

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.  Neither 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 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 either of the Dealer Managers or any of their respective affiliates is such a licensed broker or dealer in any such jurisdiction, the Offer shall be deemed to be made by such Dealer Manager or affiliate, as the case may be, on behalf of the Company in such jurisdictions.

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 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 holder of Notes 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 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.  The Offer is not being made, directly or indirectly, in the Republic of Italy (Italy).  The Offer and the Tender Offer Memorandum have not been submitted to the clearance procedures of the Commissione Nazionale per le Società e la Borsa (CONSOB) pursuant to Italian laws and regulations.  Accordingly, Noteholders are notified that, to the extent Noteholders are located or resident in Italy, the Offer is not available to them and they may not tender Notes in the Offer and, as such, any Tender Instructions received from such persons shall be ineffective and void, and neither the Tender Offer Memorandum nor any other documents or materials relating to the Offer or the Notes 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 falling 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 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.

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, acting for their own account, all as defined in, and in accordance with, Articles L.411-1, L.411-2 and D.411-1 to D.411-3 of the French Code monétaire et financier, are eligible to participate in the Offer.  Neither this announcement nor the Tender Offer Memorandum have been or will be submitted for clearance to or approved by the Autorité des Marchés Financiers.

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 or as defined in Article 3 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, each 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 from time to time), 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 the Tender Offer Memorandum may not be used for any other purpose or disclosed to any other person in Belgium.

 

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