Tender Offer and Proposed Redemption

Marks & Spencer PLC

09 February 2026

 

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 RELEASE, PUBLICATION OR 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 (AS DEFINED BELOW) OR IN OR INTO OR TO ANY PERSON LOCATED OR RESIDENT IN ANY OTHER JURISDICTION WHERE OR TO WHOM IT IS UNLAWFUL TO RELEASE, PUBLISH OR DISTRIBUTE THIS ANNOUNCEMENT (SEE "OFFER AND DISTRIBUTION RESTRICTIONS" BELOW).

Marks and Spencer plc announces

a Tender Offer for its outstanding £250,000,000 3.250 per cent. Notes due 10 July 2027

and its intention to redeem its outstanding Sterling-denominated 3.750 per cent. Notes due 19 May 2026 (of which £109,379,000 remains outstanding)

9 February 2026.

Marks and Spencer plc (the Company) announces today an invitation to holders of its outstanding £250,000,000 3.250 per cent. Notes due 10 July 2027 (the Notes) to tender any and all of their Notes for purchase by the Company for cash (such invitation, the Offer).

The Offer is being made on the terms and subject to the conditions (including, but not limited to the New Financing Condition) contained in the tender offer memorandum dated 9 February 2026 (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.

For detailed terms of the Offer, please refer to the Tender Offer Memorandum, copies of which are (subject to distribution restrictions) available from the Tender Agent as set out below. Capitalised terms used in this announcement but not defined herein have the meanings given to them in the Tender Offer Memorandum.

In addition, the Company announces today its current intention to redeem its outstanding Sterling-denominated 3.750 per cent. Notes due 19 May 2026 (ISIN: XS2258453369; the 2026 Notes) (of which £109,379,000 remains outstanding), as further described under "Intention to redeem the 2026 Notes" below. The 2026 Notes are not part of, and may not be tendered for purchase pursuant to, the Offer.

Summary of the Offer

Description of the Notes	ISIN / Common Code	Outstanding Nominal Amount	Purchase Price	Benchmark Security	Purchase Spread	Amount subject to the Offer
£250,000,000 3.250 per cent. Notes due 10 July 2027	XS2024535036 / 202453503	£250,000,000	To be determined as set out herein by reference to the Purchase Spread and the Benchmark Security Rate	UKT 1.25 per cent. due 22 July 2027 (ISIN: GB00BDRHNP05)	40 bps	Any and all

Rationale for the Offer

The Offer is being made as part of the Company's proactive management of its upcoming debt maturities.

The Company intends to cancel any Notes that are purchased pursuant to the Offer.

Intention to redeem the 2026 Notes

In addition to (and separate from) the Offer, subject to market conditions and the successful completion (in the sole determination of the Company) of the offering of the New Notes (as defined below), the Company currently intends to redeem all of the outstanding 2026 Notes at their outstanding nominal amount using part of the proceeds of the New Notes offering, in accordance with Condition 7.4 (Redemption at the option of the Issuer (Issuer Par Call)) of the terms and conditions of the 2026 Notes (the 2026 Note Conditions). The Company may, in its sole discretion, elect to not proceed with the optional redemption of the outstanding 2026 Notes. In the event the Company does elect to proceed with the optional redemption of the outstanding 2026 Notes, it will publish a formal notice of redemption in due course in accordance with the 2026 Note Conditions, specifying the applicable redemption date. This statement of intention is not a formal notice of redemption to the holders of the 2026 Notes.

Purchase Price

The Company will, on the Settlement Date, pay for any Notes validly tendered and accepted by it for purchase pursuant to the Offer a purchase price (the Purchase Price) to be determined at or around 11:00 a.m. (London time) on 17 February 2026 (subject to the right of the Company to amend such time and date in its sole discretion and without prior notice to Noteholders) (such time and date, the Pricing Time) in the manner described in the Tender Offer Memorandum by reference to the annualised sum (such sum, the Purchase Yield) of a purchase spread of 40 basis points (the Purchase Spread) and the Benchmark Security Rate.

The Purchase Price will be determined by the Company, after consultation with the Dealer Managers, in accordance with market convention and expressed as a percentage of the principal amount of the Notes (and rounded to the nearest 0.001 per cent., with 0.0005 per cent. being rounded upwards), and is intended to reflect a yield to maturity of the Notes (being 10 July 2027) on the Settlement Date based on the Purchase Yield.

Specifically, the Purchase Price will equal (a) the value of all remaining payments of principal and interest on the Notes up to and including the scheduled maturity date of the Notes (being 10 July 2027), discounted to the Settlement Date at a discount rate equal to the Purchase Yield, minus (b) Accrued Interest in respect of the Notes.

Accrued Interest

On the Settlement Date, the Company will also pay accrued and unpaid interest (an Accrued Interest Payment) for the period from (and including) 10 July 2025 (being the immediately preceding interest payment date for the Notes) to (but excluding) the Settlement Date in respect of any Notes accepted for purchase by the Company pursuant to the Offer.

Acceptance Amount

If the Company decides to accept valid tenders of Notes pursuant to the Offer, the Company will accept for purchase all of the Notes that are validly tendered (subject to satisfaction (or waiver) of the New Financing Condition on or prior to the Settlement Date) and there will be no scaling of any tenders of Notes for purchase pursuant to the Offer.

New Financing Condition

Alongside the Offer, the Company has also announced today that it intends to issue a new series of sterling denominated fixed rate notes (the New Notes) under its £3,000,000,000 Euro Medium Term Note Programme (the Programme), subject to market conditions.

Whether the Company will purchase any Notes validly tendered in the Offer is conditional on (among other things) the successful completion (in the sole determination of the Company) of the offering of the New Notes (the New Financing Condition) (or, in the sole determination of the Company, the waiver of such condition).

Even if the New Financing Condition is satisfied (or waived), the Company is under no obligation to accept for purchase any Notes validly tendered pursuant to the Offer. The acceptance for purchase by the Company of Notes validly tendered pursuant to the Offer is at the sole and absolute discretion of the Company and tenders may be rejected by the Company for any reason.

Any investment decision to purchase any New Notes should be made solely on the basis of the information contained in (i) the offering circular dated 27 November 2025 prepared in connection with the Programme, as supplemented by the supplement to the offering circular dated 6 February 2026 (together, the Programme Offering Circular); and (ii) the final terms to be prepared in connection with the New Notes, and no reliance is to be placed on any representations other than those contained in the Programme Offering Circular.

For the avoidance of doubt, the ability to purchase any New Notes is subject to all applicable securities laws and regulations in force in any relevant jurisdiction (including the jurisdiction of the relevant Noteholder and the selling restrictions set out in the Programme Offering Circular). It is the sole responsibility of each Noteholder to satisfy itself that it is eligible to purchase the New Notes.

The New Notes are not being, and will not be, offered or sold in the United States.  Nothing in the Tender Offer Memorandum constitutes an offer to sell or the solicitation of an offer to buy the New Notes in the United States or any other jurisdiction.  Securities may not be offered, sold or delivered in the United States absent registration under, or an exemption from the registration requirements of, the United States Securities Act of 1933, as amended (the Securities Act).  The New Notes 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, within the United States or to, or for the account or benefit of, U.S. persons (as defined in Regulation S of the Securities Act).

Compliance information for the New Notes:

UK MiFIR professionals/ECPs-only/No UK PRIIPs KID - eligible counterparties and professional clients only (all distribution channels). No sales to UK or EEA retail investors; no key information document has been or will be prepared. See the Programme Offering Circular for further information.

No action has been or will be taken in any jurisdiction in relation to the New Notes to permit a public offering of securities.

Allocation of the New Notes

When considering allocations of the New Notes, the Company may, in its sole and absolute discretion, give preference to those Noteholders who, prior to such allocation, have validly tendered, or have given a firm indication to any Dealer Manager that they intend to tender, their Notes for purchase pursuant to the Offer. Therefore, a Noteholder that wishes to subscribe for New Notes in addition to tendering its existing Notes for purchase pursuant to the Offer may be eligible to receive, at the sole and absolute discretion of the Company, priority in the allocation of the New Notes, subject to the issue of the New Notes and such Noteholder making a separate application for the purchase of such New Notes to a Dealer Manager (in its capacity as a joint bookrunner of the issue of the New Notes) in accordance with the standard new issue procedures of such Dealer Manager. Any such preference will, subject to the sole and absolute discretion of the Company, be applicable up to the aggregate nominal amount of Notes tendered by such Noteholder (or in respect of which such Noteholder has indicated a firm intention to tender as described above) pursuant to the Offer. However, the Company is not obliged to allocate the New Notes to a Noteholder which has validly tendered, or given a firm intention to tender, its Notes for purchase pursuant to the Offer. Any allocation of the New Notes, while being considered by the Company as set out above, will be made in accordance with customary new issue allocation processes and procedures and, if any such New Notes are allocated, the principal amount thereof may be less or more than the principal amount of Notes tendered by such Noteholder and accepted for purchase by the Company pursuant to the Offer. Any such allocation will also, among other factors, take into account the minimum denomination of the New Notes (being £100,000).

In the event that a Noteholder validly tenders Notes pursuant to the Offer, such Notes will remain subject to such tender and the conditions of the Offer as set out in the Tender Offer Memorandum irrespective of whether that Noteholder receives all, part or none of any allocation of New Notes for which it has applied.

Noteholders should note that the pricing and allocation of the New Notes are expected to take place prior to the Expiration Deadline for the Offer and any Noteholder that wishes to subscribe for New Notes in addition to tendering Notes for purchase pursuant to the Offer should therefore provide, as soon as practicable, and prior to the New Notes allocation, to any Dealer Manager any indications of a firm intention to tender Notes for purchase pursuant to the Offer and the quantum of Notes that it intends to tender in order for this to be taken into account as part of the New Notes allocation process.

Tender Instructions

In order to participate in, and be eligible to receive the Purchase Price and Accrued Interest Payment 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 16 February 2026 (the Expiration Deadline). 

Tender Instructions will be irrevocable except in the limited circumstances described in the Tender Offer Memorandum.

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 specified in the Tender Offer Memorandum.  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 specified in the Tender Offer Memorandum.

Tender Instructions must be submitted in respect of a nominal amount of Notes of no less than £100,000, being the minimum denomination of the Notes, and may be submitted in any integral multiple of £1,000 above £100,000.

Tender Instructions which relate to a nominal amount of Notes of less than the minimum denomination of the Notes will be rejected.

Indicative Timetable for the Offer

Events	Times and Dates (All times are London time)
Commencement of the Offer Announcement of the Offer. Tender Offer Memorandum available from the Tender Agent via the website https://deals.is.kroll.com/marksandspencer.	9 February 2026
Pricing of the New Notes
Expected pricing of the New Notes.	Prior to the Expiration Deadline
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 16 February 2026
Pricing Time Determination of the Benchmark Security Rate and calculation of the Purchase Yield and Purchase Price.	At or around 11:00 a.m. on 17 February 2026
Announcement of Results of the Offer Announcement of whether (subject to satisfaction (or waiver) of the New Financing Condition on or prior to the Settlement Date) the Company will accept valid tenders of Notes pursuant to the Offer and, if so accepted, (i) the aggregate nominal amount of Notes validly tendered pursuant to the Offer and accepted for purchase, (ii) the Benchmark Security Rate, Purchase Yield and Purchase Price, (iii) the expected Settlement Date and (iv) the nominal amount of Notes that will remain outstanding after the Settlement Date (if any).	As soon as reasonably practicable after the Pricing Time on 17 February 2026
Settlement Date Subject to the satisfaction (or waiver) of the New Financing Condition on or prior to such date, expected Settlement Date for the Offer.	19 February 2026

The above times and dates are subject to the right of the Company to extend, re-open, amend and/or terminate the Offer (subject to applicable law and as provided in the Tender Offer Memorandum).

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 before the deadlines specified in the Tender Offer Memorandum.  The deadlines set by any such intermediary and each Clearing System for the submission of Tender Instructions will be earlier than the relevant deadlines specified 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 made on the relevant Informa IGM Screen Insider service and 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.

Questions and requests for assistance in connection with (i) the Offer may be directed to the Dealer Managers, and (ii) the delivery of Tender Instructions may be directed to the Tender Agent, the contact details for each of which are set out below.

The Dealer Managers

BNP PARIBAS

16, boulevard des Italiens

75009 Paris

France

Telephone: [phone]

Attention: Liability Management Group

Email: [e-mail]

Lloyds Bank Corporate Markets plc

33 Old Broad Street

London EC2N 1HZ

United Kingdom

Telephone: [phone]

Attention: Liability Management

Email: [e-mail]

Standard Chartered Bank

One Basinghall Avenue

London EC2V 5DD

United Kingdom

Attention: Liability Management

Telephone: [phone]

E-mail: [e-mail]

The Tender Agent

Kroll Issuer Services Limited

The News Building

3 London Bridge Street

London SE1 9SG

United Kingdom

Telephone: [phone]

Attention: Scott Boswell

Email: [e-mail]
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 Offer and the intended redemption of the 2026 Notes 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 Alison Dolan, Chief Financial Officer at Marks and Spencer plc.

 *LEI: 213800CN1RI3UCIZWB95

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 contents of the Tender Offer Memorandum or the action it should take, it is recommended to seek its own financial and legal advice, including in respect of any tax consequences, immediately from its broker, 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 or any of their respective directors, employees or affiliates makes any recommendation whether Noteholders should tender Notes pursuant to the Offer.

OFFER AND DISTRIBUTION RESTRICTIONS

The distribution of this announcement and/or the Tender Offer Memorandum in certain jurisdictions may be restricted by law. Persons into whose possession this announcement and/or the Tender Offer Memorandum come(s) are required by each of the Company, the Dealer Managers and the Tender Agent to inform themselves about, and to observe, any such restrictions. Nothing in 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 any 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 any 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 such affiliate, as the case may be, on behalf of the Company in such jurisdiction.

No action has been or will be taken in any jurisdiction in relation to the New Notes that would permit a public offering of securities. The minimum denomination of the New Notes will be £100,000.

United States

The Offer is not being made, and will not be made, directly or indirectly in or into, or by use of the 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 or to any U.S. Person (as defined in Regulation S of the United States Securities Act of 1933, as amended (each, a U.S. Person)).  This includes, but is not limited to, facsimile transmission, electronic mail, telex, telephone, the internet and other forms of electronic communication.  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 or by, or by any person acting for the account or benefit of, a U.S. Person.  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 or to any persons located or resident in the United States or to any U.S. Person.  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, or by any person acting for the account or benefit of, a U.S. Person or 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 Notes 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 Noteholder participating in the Offer will represent that it is not a U.S. Person, 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 and is not a U.S. Person. For the purposes of this and the above two paragraphs, 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

None of the Offer, this announcement, the Tender Offer Memorandum or any other document or materials relating to the Offer have been or will be submitted to the clearance procedures of the Commissione Nazionale per le Società e la Borsa (CONSOB) pursuant to Italian laws and regulations. The Offer is being carried out in the Republic of Italy (Italy) as an exempted offer 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 4 of CONSOB Regulation No. 11971 of 14 May 1999, as amended.

Accordingly, Noteholders or beneficial owners of the Notes that are located in Italy can tender Notes for purchase pursuant to the Offer through authorised persons (such as investment firms, banks or financial intermediaries permitted to conduct such activities in Italy in accordance with the Financial Services Act, CONSOB Regulation No. 20307 of 15 February 2018, as amended, and Legislative Decree No. 385 of 1 September 1993, as amended) and in compliance with any other applicable laws and regulations and with any requirements imposed by CONSOB, the Bank of Italy or any other Italian authority.

Each intermediary must comply with the applicable laws and regulations concerning information duties vis-à-vis its clients in connection with the Notes or the Offer.

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 (FSMA).  Accordingly, this announcement, the Tender Offer Memorandum and such documents and/or materials are not being distributed to, and must not be passed on to, persons in the United Kingdom other than (i) 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)), (ii) to those persons falling within Article 43(2) of the Financial Promotion Order, or (iii) to any other persons to whom it may otherwise lawfully be made under the Financial Promotion Order.

Belgium

The Offer is not being made, and will not be made or advertised, directly or indirectly, to any individual in Belgium qualifying as a consumer within the meaning of Article I.1, 2° of the Belgian Code of Economic Law, as amended from time to time (a Belgian Consumer), and this announcement, the Tender Offer Memorandum or any other documents or materials relating to the Offer have not been and shall not be distributed, directly or indirectly, in Belgium to Belgian Consumers.

France

The Offer is not being made, directly or indirectly, to the public in the Republic of France (France).  This announcement, the Tender Offer Memorandum and any other offering material relating to the Offer may be distributed in France only to qualified investors (investisseurs qualifiés) as defined in Article 2(e) of Regulation (EU) 2017/1129, as amended. None of this announcement, the Tender Offer Memorandum, nor any other such offering material has been or will be submitted for clearance to, or approved by, the Autorité des marches financiers.

 

END