Lewis(John) PLC Announcement of increase to Early Instruction Fee (9007N)

TIDMBB90

RNS Number : 9007N

Lewis(John) PLC

31 October 2016

NOT FOR DISTRIBUTION IN OR INTO OR TO ANY PERSON LOCATED OR RESIDENT IN THE UNITED STATES, ITS TERRITORIES AND POSSESSIONS, ANY STATE OF THE UNITED STATES OR THE DISTRICT OF COLUMBIA (INCLUDING PUERTO RICO, THE US VIRGIN ISLANDS, GUAM, AMERICAN SAMOA, WAKE ISLAND AND THE NORTHERN MARIANA ISLANDS) OR IN OR INTO OR TO ANY PERSON LOCATED OR RESIDENT IN ANY OTHER JURISDICTION WHERE IT IS UNLAWFUL TO DISTRIBUTE THIS DOCUMENT.

John Lewis plc

31 October 2016

Announcement of increase to Early Instruction Fee

On 17 October 2016, John Lewis plc (the "Issuer" or "John Lewis") announced invitations to holders of each series of bonds ("Holders") described in the table below (together the "Bonds", and each series of the Bonds a "Series") to consent to certain amendments to the terms and conditions of the relevant Bonds (each such invitation a "Consent Solicitation" and collectively the "Consent Solicitations") and distributed a consent solicitation memorandum dated 17 October 2016 (the "Consent Solicitation Memorandum") and a supplemental consent solicitation memorandum dated 25 October 2016 (the "First Supplemental Consent Solicitation Memorandum") in respect of the Consent Solicitations:

Details of the Bonds

 
   Description          ISIN          Outstanding       Original       Revised 
                                       principal          Early          Early 
                                         amount        Instruction    Instruction 
                                                           Fee            Fee 
  GBP275,000,000 
     8.375 per 
    cent. Bonds 
     due 2019       XS0421003665    GBP275,000,000       0.25%          0.375% 
  GBP300,000,000 
     6.125 per 
    cent. Bonds 
      due 2025      XS0527985583    GBP300,000,000       0.25%          0.45% 
  GBP300,000,000 
     4.250 per 
    cent. Bonds 
     due 2034       XS1140961563    GBP300,000,000       0.25%          0.50% 
 

Second Supplemental Consent Solicitation Memorandum

Following consultation with investors, John Lewis has prepared a second supplemental consent solicitation memorandum (the "Second Supplemental Consent Solicitation Memorandum") which sets out an increase in the Early Instruction Fee payable in respect of the Consent Solicitation.

Subject to the restrictions described below, Holders may obtain a copy of the Second Supplemental Consent Solicitation Memorandum from the Tabulation Agent, the contact details for which are set out below. In order to receive a copy of the Second Supplemental Consent Solicitation Memorandum, a Holder will be required to provide certain confirmations as to his or her status as a Holder. Holders are advised to read carefully the Second Supplemental Consent Solicitation Memorandum.

Capitalised terms used in this announcement but not defined have the meanings given to them in the Second Supplemental Consent Solicitation Memorandum.

Amendments to the procedures for participating in the Consent Solicitations

Following consultation with investors, John Lewis has decided to increase the Early Instruction Fee payable to all Holders who vote in favour of the relevant Extraordinary Resolution prior to the Revised Early Instruction Deadline of 10.00 a.m. (London time) on Monday 7 November 2016 and who do not revoke their votes from 0.25 per cent. of the principal amount of the Bonds which are the subject of such Electronic Voting Instruction to (i) 0.375 per cent. of the 2019 Bonds, (ii) 0.45 per cent. of the 2025 Bonds and (iii) 0.50 per cent. of the 2034 Bonds which are the subject of such Electronic Voting Instruction.

Accordingly, Holders who deliver, or arrange to have delivered on their behalf, and who do not revoke, valid Electronic Voting Instructions in respect of and in favour of the relevant Extraordinary Resolution prior to 10.00 a.m. (London time) on Monday 7 November 2016 shall be eligible to receive an amount equal to (i) 0.375 per cent. of the principal amount of the 2019 Bonds which are the subject of such Electronic Voting Instruction; (ii) 0.45 per cent. of the principal amount of the 2025 Bonds which are the subject of such Electronic Voting Instruction; and (iii) 0.50 per cent. of the principal amount of the 2034 Bonds which are the subject of such Electronic Voting Instruction (each a "Revised Early Instruction Fee"), subject to (i) the Extraordinary Resolution in respect of the relevant Series being duly passed and the corresponding amendments to the Conditions of the relevant Series of Bonds being implemented, and (ii) the Extraordinary Resolution in respect of each other Series of Bonds being duly passed and the corresponding amendments to the Conditions of each other Series of Bonds being implemented. However, John Lewis shall have full discretion to waive condition (ii) above. Holders who (i) submit or deliver Electronic Voting Instructions after the Revised Early Instruction Deadline, (ii) submit or deliver Electronic Voting Instructions voting against the relevant Extraordinary Resolution, or (iii) otherwise vote in respect of the relevant Extraordinary Resolution other than by submission or delivery of an Electronic Voting Instruction, will not be eligible to receive the Revised Early Instruction Fee or any other Instruction Fee. No Instruction Fee other than the Revised Early Instruction Fee shall be payable in respect of the Consent Solicitations.

Holders who have, on or prior to the date of the Second Supplemental Consent Solicitation Memorandum, delivered, or have arranged to have delivered on their behalf, and who do not revoke, valid Electronic Voting Instructions in respect of and in favour of the relevant Extraordinary Resolution shall be eligible to receive the Revised Early Instruction Fee on the terms set out above and do not need to take any further action.

In accordance with the procedures set out in the Consent Solicitation Memorandum, Holders who have, on or prior to the date of the Second Supplemental Consent Solicitation Memorandum, delivered, or have arranged to have delivered on their behalf, Electronic Voting Instructions in respect of the relevant Extraordinary Resolution may revoke any such Electronic Voting Instruction and submit a further Electronic Voting Instruction in respect of the relevant Extraordinary Resolution.

Holders are advised to read carefully the Second Supplemental Consent Solicitation Memorandum for full details of, and information on the procedures for participating in, any Consent Solicitation.

Questions and requests for assistance in connection with the Consent Solicitations may be directed to the Solicitation Agents:

 
                            Solicitation Agents 
             HSBC Bank plc                   J.P. Morgan Securities plc 
             8 Canada Square                       25 Bank Street 
             London E14 5HQ                         Canary Wharf 
                                                   London E14 5JP 
       Telephone: [phone]           Telephone: [phone] 
            [e-mail]                 Email: [e-mail] 
  Attention: Liability Management Group    Attention: Liability Management 
                             Tabulation Agent 
                       Lucid Issuer Services Limited 
                              Tankerton Works 
                               12 Argyle Walk 
                              London WC1H 8HA 
                        Telephone: [phone] 
                          Attention: David Shilson 
                       Email: [e-mail] 
 

DISCLAIMER: This announcement must be read in conjunction with the Second Supplemental Consent Solicitation Memorandum. The Second Supplemental Consent Solicitation Memorandum contains important information which should be read carefully before any decision is made with respect to the Consent Solicitation. If any Holder is in any doubt as to the action it should take or is unsure of the impact of the implementation of the Proposals, 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, tax or legal adviser. Any individual or company whose Bonds are held on its behalf by a broker, dealer, bank, custodian, trust company or other nominee or intermediary must contact such entity if it wishes to participate in the Consent Solicitation or otherwise participate in the Proposals. None of the Issuer, the Solicitation Agents, the Tabulation Agent, the Trustee or the Principal Paying Agent makes any recommendation as to whether Holders should participate in the Consent Solicitation or otherwise participate in the Proposals.

Nothing in this announcement or the Second Supplemental Consent Solicitation Memorandum constitutes or contemplates an offer of, an offer to purchase or the solicitation of an offer to purchase or sell any security in any jurisdiction. The distribution of this announcement and the Second Supplemental Consent Solicitation Memorandum in certain jurisdictions may be restricted by law, and persons into whose possession this announcement or the Second Supplemental Consent Solicitation Memorandum comes are requested to inform themselves about, and to observe, any such restrictions.

Each Holder participating in any Consent Solicitation will be required to make certain representations. Any Electronic Voting Instruction from a Holder that is unable to make these representations will not be accepted.

This information is provided by RNS

The company news service from the London Stock Exchange

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October 31, 2016 11:37 ET (15:37 GMT)