Tender Offers/Issue of Bonds

RNS Number : 5471G

Next PLC

13 May 2011

 



NOT FOR DISTRIBUTION IN OR INTO 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 IN OR INTO ANY OTHER JURISDICTION WHERE IT IS UNLAWFUL TO DISTRIBUTE THIS DOCUMENT (SEE "OFFER AND DISTRIBUTION RESTRICTIONS" BELOW).

13 May 2011

NEXT PLC

LAUNCHES CASH TENDER OFFERS AND ANNOUNCES INTENTION TO ISSUE NEW BONDS

NEXT plc (the Offeror) announces that it is inviting holders of its outstanding £300,000,000 5.25 per cent. Bonds due 2013 (the 2013 Bonds) and its outstanding £250,000,000 5.875 per cent. Bonds due 2016 (the 2016 Bonds and, together with the 2013 Bonds, the Bonds and each a Series) to tender their Bonds for purchase by the Offeror for cash (each such invitation an Offer and together the Offers).

The Offers are being made on the terms and subject to the conditions contained in the tender offer memorandum dated 13 May 2011 (the Tender Offer Memorandum) prepared by the Offeror in connection with the Offers, and are 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.

The purpose of the Offers is to lengthen the Offeror's debt maturity profile and take advantage of favourable market conditions.

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

The Offeror will, on the Tender Offer Settlement Date, pay for Bonds validly tendered and accepted by it for purchase pursuant to the relevant Offer, a cash purchase price (in respect of each Series, the Purchase Price) expressed as a percentage and determined at a time, determined by the Offeror in its sole discretion, between 10.00 a.m. (London time) and 2.30 p.m. (London time) on the Business Day following the Expiration Deadline (the Pricing Time) by reference to:

(a)        in the case of the 2013 Bonds, the annualised sum of the 2013 Purchase Spread of +125 basis points and the 2013 Benchmark Security Rate; and

(b)        in the case of the 2016 Bonds, the annualised sum of the 2016 Purchase Spread of +175 basis points and the 2016 Benchmark Security Rate.

The Offeror will also pay Accrued Interest in respect of Bonds accepted for purchase pursuant to the Offers, all as further described in the Tender Offer Memorandum.

Subject to the satisfaction of the other conditions of the relevant Offer, the Offeror intends to accept any and all of the 2013 Bonds validly tendered for purchase pursuant to such Offer. The aggregate principal amount of 2016 Bonds the Offeror will accept for purchase pursuant to the relevant Offer (the Final 2016 Bond Acceptance Amount) will be determined by the Offeror in its sole discretion at or around the Pricing Time by reference to the aggregate principal amount of 2016 Bonds tendered pursuant to such Offer and the aggregate principal amount of New Bonds (as defined below) to be issued.

A summary of the terms of each Offer appears below:

	ISIN/ Common Code	Outstanding principal amount	Benchmark Security	Purchase Spread	Amount Subject to the Offers
2013 Bonds	XS0169287124/016928712	£206,297,000	4.5 per cent. UK Treasury Gilt due 2013 (ISIN: GB00B29WRG55)	+125 bps	Any and all
2016 Bonds	XS0269903869/026990386	£250,000,000	4 per cent. UK Treasury Gilt due 2016 (ISIN: GB00B0V3WX43)	+175 bps	An aggregate principal amount to be determined and announced by the Offeror as set out in 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 purchase of any Bonds by the Offeror pursuant to the Offers is subject, without limitation, to 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 an Offer will receive priority in the allocation of the New Bonds, subject to the completion of the relevant Offer, the issue of the New Bonds and as set out below and in the Tender Offer Memorandum.  Such priority will be given for an aggregate principal amount of New Bonds (such priority amount, a New Issue Allocation) equal to the aggregate principal amount of Bonds subject to the Bondholder's valid Tender Instruction where 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.

To receive a New Issue Allocation, a Bondholder must:

(i)         contact a Dealer Manager to register its interest and to obtain its unique reference number (the Allocation Code), which (together with certain additional information) must be included in the relevant Tender and New Issue Allocation Instruction; and

(ii)        make an application to a Dealer Manager (in its capacity as manager of the issue of the New Bonds) for the purchase of the New Bonds in accordance with the standard new issue procedures of the relevant Dealer Manager,

all as more fully set out in the Tender Offer Memorandum.

The receipt of an Allocation Code in conjunction with any tender of Bonds in a Tender Instruction is not an application for the purchase of the New Bonds.

In the case of the 2016 Bonds, if the aggregate principal amount of 2016 Bonds tendered in the relevant Offer pursuant to Tender and New Issue Allocation Instructions (such Bonds, the 2016 New Issue Tendered Bonds) exceeds the Final 2016 Bond Acceptance Amount, the 2016 New Issue Tendered Bonds will, if any 2016 Bonds are accepted for purchase pursuant to the Offers, 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 principal amount of 2016 Bonds accepted from each Bondholder pursuant to its Tender and New Issue Allocation Instruction following such pro rata scaling.

The Offeror intends to accept Bonds validly tendered in the following order:

(a)        the Offeror will first accept for purchase any and all of the 2013 Bonds that are validly tendered for purchase;

(b)        the Offeror will next accept for purchase an aggregate principal amount of the 2016 New Issue Tendered Bonds, up to (and including) the Final 2016 Bond Acceptance Amount; and

(c)        if the aggregate principal amount of 2016 New Issue Tendered Bonds accepted for purchase (the 2016 Bond New Issue Allocation Accepted Amount) is less than the Final 2016 Bond Acceptance Amount, the Offeror will finally accept for purchase an aggregate principal amount of the 2016 Bonds validly tendered for purchase but in respect of which no New Issue Allocation is obtained (the 2016 Non New Issue Tendered Bonds), up to (and including) an amount equal to (A) the Final 2016 Bond Acceptance Amount less (B) the 2016 Bond New Issue Allocation Accepted Amount.

If the aggregate principal amount of the 2016 Bonds validly tendered for purchase pursuant to the relevant Offer exceeds the Final 2016 Bond Acceptance Amount, certain tenders of 2016 Bonds may be accepted on a pro rata basis as described in the Tender Offer Memorandum.

The final time by which Bondholders may submit Tender Instructions is 4.00 p.m. (London time) on 19 May 2011 (the Expiration Deadline).  In order to participate in an 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.  Bondholders should note that any such pricing guidance is indicative only and is non-binding on the Dealer Managers and the Offeror and that 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.

Tender Instructions will be revocable up to and including 12.00 noon (London time) on 19 May 2011 (the Revocation Deadline) but irrevocable from the Revocation Deadline (and Tender Instructions submitted after the Revocation Deadline will be irrevocable from the time of their submission), subject in all cases to the limited circumstances described in the Tender Offer Memorandum.

The Offeror may, in its sole discretion, extend, re-open, amend, waive any condition of or terminate either 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 Offers will be made through RNS.  Such announcements may also be (i) found on the relevant Reuters 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 Offers.  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 of the Offer	13 May 2011
Preliminary Prospectus Available	On or around 13 May 2011
Indicative New Bonds Pricing Guidance Available	In advance of the Revocation Deadline
Revocation Deadline	12.00 noon (London time) on 19 May 2011
Expiration Deadline	4.00 p.m. (London time) on 19 May 2011
Announcement of Indicative Results	Between 8.00 a.m. (London time) and 9.00 a.m. (London time) on the Business Day following the above Expiration Deadline
Pricing Time	A time, determined by the Offeror in its sole discretion, between 10.00 a.m. (London time) and 2.30 p.m. (London time) on the Business Day following the above Expiration Deadline.
Announcement of Acceptance (subject to satisfaction of the New Financing Condition) and Offer Results	As soon as reasonably practicable after the Pricing Time
New Issue Settlement Date	26 May 2011
Tender Offer Settlement Date (subject to satisfaction of the New Financing Condition)	26 May  2011

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 circumstances in which revocation is permitted) revoke their instruction to participate in, an Offer by the deadlines specified above.

Barclays Bank PLC and The Royal Bank of Scotland plc are acting as Dealer Managers for the Offers.  Lucid Issuer Services Limited is acting as Tender Agent.  For detailed terms of the Offers 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 5 The North Colonnade London E14 4BB United Kingdom	The Royal Bank of Scotland plc 135 Bishopsgate London EC2M 3UR United Kingdom
For information by telephone: [phone] Attention: Liability Management Group Email: [e-mail]	For information by telephone: [phone] / 8056 Attention: Gianmarco Deiana / Andrew Burton / Kyle McLoughlin Email: [e-mail]
THE TENDER AGENT
Lucid Issuer Services Limited Leroy House 436 Essex Road London N1 3QP United Kingdom
For information by telephone: [phone] Attention: David Shilson / Sunjeeve Patel 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 Offers.  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 Offers.  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 Offers.

Offer and Distribution Restrictions

Neither this announcement nor the Tender Offer Memorandum constitutes an invitation to participate in the Offers 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 Offers 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 Offers 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 Offers 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 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 £100,000.

United States

The Offers are 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 Offers 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 Offers 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 Offers will represent that it is not located in the United States and is not participating in the Offers 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 Offers 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

None of the Offers, this announcement, the Tender Offer Memorandum or any other document or materials relating to the Offers have been submitted to the clearance procedures of the Commissione Nazionale per le Società e la Borsa (CONSOB) pursuant to Italian laws and regulations.  The Offers are being carried out in Italy as exempted offers pursuant to article 101-bis, paragraph 3-bis of the Legislative Decree No. 58 of 24 February 1998, as amended (the Financial Services Act) and article 35-bis, paragraph 3 of CONSOB Regulation No. 11971 of 14 May 1999, as amended (the Issuers' Regulation). Accordingly, the Offers are not available to investors located in Italy that do not qualify as qualified investors (investitori qualificati), as defined pursuant to Article 100 of the Financial Services Act and Article 34-ter, paragraph 1, letter b) of the Issuers' Regulation (Ineligible Italian Investors). Ineligible Italian Investors may not tender Bonds in the Offers and none of this announcement, the Tender Offer Memorandum or any other documents or materials relating to the Offers or the Bonds may be distributed or made available to Ineligible Italian Investors. Holders or beneficial owners of the Bonds that are located in Italy and qualify as qualified investors (investitori qualificati) can tender Bonds for purchase through authorised persons (such as investment firms, banks or financial intermediaries permitted to conduct such activities in the Republic of Italy in accordance with the Financial Services Act, CONSOB Regulation No. 16190 of 29 October 2007, as amended from time to time, and Legislative Decree No. 385 of September 1, 1993, as amended) and in compliance with applicable laws and regulations or with requirements imposed by CONSOB or any other Italian authority.

United Kingdom

The communication of this announcement, the Tender Offer Memorandum and any other documents or materials relating to the Offers 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.

Belgium

None of this announcement, the Tender Offer Memorandum or any other documents or materials relating to the Offers 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 Offers 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 Offers may not be advertised and the Offers will not be extended, and none of this announcement, the Tender Offer Memorandum or any other documents or materials relating to the Offers (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 Offers.  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 Offers are 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 Offers 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 Offers.  Neither this announcement nor the Tender Offer Memorandum has, or will be, submitted for clearance to or approved by the Autorité des Marchés Financiers.

 

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