NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, THE ABU DHABI GLOBAL MARKET, THE DUBAI INTERNATIONAL FINANCIAL CENTRE, ISRAEL, HONG KONG, JAPAN, THE PEOPLE'S REPUBLIC OF CHINA, NEW ZEALAND, SINGAPORE, SOUTH AFRICA, SWITZERLAND OR THE UNITED ARAB EMIRATES OR ANY OTHER STATE OR JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL.
THIS ANNOUNCEMENT IS AN ADVERTISEMENT AND DOES NOT CONSTITUTE A PROSPECTUS OR PROSPECTUS EQUIVALENT DOCUMENT. NOTHING IN IT SHALL CONSTITUTE AN OFFERING OF ANY SECURITIES. ANY DECISION TO PURCHASE, SUBSCRIBE FOR, OTHERWISE ACQUIRE, SELL OR OTHERWISE DISPOSE OF ANY PROVISIONAL ALLOTMENT LETTER, NIL PAID RIGHTS, FULLY PAID RIGHTS, AND/OR NEW ORDINARY SHARES MUST BE MADE ONLY ON THE BASIS OF THE INFORMATION CONTAINED IN AND INCORPORATED BY REFERENCE INTO THE PROSPECTUS.
24 May 2019
For immediate release
MARKS AND SPENCER GROUP PLC
PUBLICATION OF PROSPECTUS
Further to the announcement by Marks and Spencer Group plc (the "Company" or "M&S") on 22 May 2019 relating to a fully underwritten rights issue to raise gross proceeds of approximately £601.3 million (the "Rights Issue"), the Company has published a prospectus which has been approved by the Financial Conduct Authority (the "Prospectus"), dated 24 May 2019, in connection with the Company's proposed Rights Issue. Capitalised terms used but not defined herein have the meanings assigned to them in the Prospectus.
The Existing Ordinary Shares are expected to be marked "ex-rights" by the London Stock Exchange at 8:00 am on 29 May 2019.
The Prospectus contains full details of the Rights Issue and will be submitted to
the National Storage Mechanism and be available for inspection at www.morningstar.co.uk/uk/NSM.
The Prospectus will also be made available on www.marksandspencer.com/shareholder and available from the Company's offices at Waterside House, 35 North Wharf Road, London W2 1NW, United Kingdom.
For further information, please contact:
Investor Relations:
Fraser Ramzan: +44 (0)20 3884 7080
Rebecca Edelman: +44 (0)20 3884 6029
Media enquiries:
Corporate Press Office: +44 (0)20 8718 1919
Rothschild & Co:
Lead Financial Adviser to M&S
Niall McBride / Nigel Himsworth / Shannon Nicholls
Telephone: +44 (0)20 7280 5000
Morgan Stanley:
Sole Sponsor, Sole Global Co-ordinator, Sole Bookrunner, Joint Corporate Broker and Joint Financial Adviser to M&S
Andrew Foster / Martin Thorneycroft / Nick Bishop / Angus Millar / Richard Brown
Telephone: +44 (0)20 7425 8000
Shore Capital:
Joint Corporate Broker to M&S and Co-Bookrunner
Hugh Morgan / Edward Mansfield / James Thomas
Telephone: +44 (0)20 7408 4090
BNP Paribas:
Co-Bookrunner
Lewis Burnett / Alexia Williams / Sara MacGrath
Telephone: +44 (0)20 7595 2000
HSBC:
Co-Bookrunner
Mark Dickenson / Sam Barnett / Richard Fagan
Telephone: +44 (0)20 7991 8888
Cautionary Statements
This announcement has been issued by and is the sole responsibility of the Company. The information contained in this announcement is for background purposes only and does not purport to be full or complete. No reliance may or should be placed by any person for any purpose whatsoever on the information contained in this announcement or on its accuracy or completeness. The information in this announcement is subject to change.
This announcement is an advertisement and not a prospectus and not an offer of Nil Paid Rights, Fully Paid Rights or New Ordinary Shares for sale in any jurisdiction, including in or into the United States, the Abu Dhabi Global Market, the Dubai International Financial Centre, Israel, Hong Kong, Japan, the People's Republic of China, New Zealand, Singapore, South Africa, Switzerland or the United Arab Emirates, or any jurisdiction where the availability of the Rights Issue (and any other transactions contemplated in relation to it) would breach any applicable laws or regulations (each an Excluded Territory).
Neither this announcement nor anything contained in it shall form the basis of, or be relied upon in connection with, any offer or commitment whatsoever in any jurisdiction. Investors should not acquire any Nil Paid Rights, Fully Paid Rights or New Ordinary Shares referred to in this announcement except on the basis of the information contained in the Prospectus.
The Prospectus will be available on the Company's website at www.marksandspencer.com/shareholder. Neither the content of the Company's website nor any website accessible by hyperlinks on the Company's website is incorporated in, or forms part of, this announcement.
The distribution of this announcement, the Prospectus, the Provisional Allotment Letter, and the offering or transfer of Nil Paid Rights, Fully Paid Rights or New Ordinary Shares into jurisdictions other than the United Kingdom may be restricted by law, and, therefore, persons into whose possession this announcement, the Prospectus, the Provisional Allotment Letter and/or any accompanying documents comes should inform themselves about and observe any such restrictions. Any failure to comply with any such restrictions may constitute a violation of the securities laws of such jurisdiction. In particular, subject to certain exceptions, this announcement, the Prospectus and the Provisional Allotment Letters should not be distributed, forwarded to or transmitted in or into the United States or any other Excluded Territory.
Recipients of this announcement and/or the Prospectus should conduct their own investigation, evaluation and analysis of the business, data and property described in this announcement and/or the Prospectus. This announcement does not constitute a recommendation concerning any investor's options with respect to the Rights Issue. The price and value of securities can go down as well as up. Past performance is not a guide to future performance. The contents of this announcement are not to be construed as legal, business, financial or tax advice. Each Shareholder or prospective investor should consult his, her or its own legal adviser, business adviser, financial adviser or tax adviser for legal, financial, business or tax advice.
This announcement is not and does not contain an offer of securities for sale or a solicitation of an offer to purchase or subscribe for securities in the United States or any other Excluded Territory, or any other state or jurisdiction in which such release, publication or distribution would be unlawful. The securities to which this announcement relates (the Securities) have not been, and will not be, registered under the U.S. Securities Act of 1933, as amended (the Securities Act), or under any securities laws of any state or other jurisdiction of the United States, and may not be offered, sold, taken up, renounced or delivered, directly or indirectly, into or within the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and in compliance with any applicable securities laws of any state or other jurisdiction of the United States. There will be no public offer of the Securities in the United States or any other jurisdiction. Subject to certain exceptions, the Securities may not be offered or sold in any other Excluded Territory or to, or for the account or benefit of, any national, resident or citizen of such countries.
Accordingly, subject to certain exceptions, the Rights Issue is not being made in the United States and neither this announcement, the Prospectus nor the Provisional Allotment Letters constitute or will constitute an offer, or an invitation to apply for, or an offer or an invitation to subscribe for or acquire any Nil Paid Rights, Fully Paid Rights or New Ordinary Shares in the United States. Subject to certain limited exceptions, Provisional Allotment Letters have not been, and will not be, sent to, and Nil Paid Rights have not been, and will not be, credited to the CREST account of, any Qualifying Shareholder with a registered address in or that is located in the United States.
The information in this announcement may not be forwarded or distributed to any other person and may not be reproduced in any manner whatsoever. Any forwarding, distribution, reproduction, or disclosure of this information in whole or in part is unauthorised. Failure to comply with this directive may result in a violation of the Securities Act or the applicable laws of other jurisdictions.
Each of Morgan Stanley & Co. International plc (Morgan Stanley), HSBC Bank plc (HSBC) and Shore Capital Stockbrokers Limited (Shore Capital) is authorised by the Prudential Regulation Authority (PRA) and regulated in the United Kingdom by the PRA and Financial Conduct Authority (FCA). BNP PARIBAS is supervised by the European Central Bank (ECB) and the French Autorité de Contrôle Prudentiel et de Résolution (ACPR) and the Autorité des marchés financiers (AMF) and its London branch is lead-supervised by the ECB and the ACPR and is authorised by the ECB, the ACPR and the PRA and subject to limited regulation by the FCA and the PRA. N.M. Rothschild & Sons Limited ("Rothschild & Co") is authorised and regulated by the FCA in the United Kingdom. Each of Morgan Stanley, BNP PARIBAS, HSBC, Shore Capital and Rothschild & Co is acting exclusively for the Company and no one else in connection with the Rights Issue, and will not regard any other person (whether or not a recipient of this announcement) as their respective clients in relation to the Rights Issue and will not be responsible to anyone other than the Company for providing the protections afforded to its respective clients or for providing advice in relation to the Rights Issue referred to in this announcement or any other transaction, arrangement or matter referred to in this announcement.
No action has been taken by the Company, Morgan Stanley, BNP PARIBAS, HSBC, Shore Capital or Rothschild & Co that would permit a public offering of the Nil Paid Rights, Fully Paid Rights or New Ordinary Shares or possession or distribution of this announcement, the Prospectus, the Provisional Allotment Letter or any other offering or publicity material relating to the Nil Paid Rights, Fully Paid Rights or New Ordinary Shares in any jurisdiction where action for that purpose is required, other than the United Kingdom, Ireland, France, Germany and Spain. Persons into whose possession this announcement comes are required by the Company, Morgan Stanley, BNP PARIBAS, HSBC, Shore Capital and Rothschild & Co to inform themselves about, and to observe, such restrictions.
No representation or warranty, express or implied, is or will be made as to, or in relation to, and no responsibility or liability is or will be accepted by Morgan Stanley, BNP PARIBAS, HSBC, Shore Capital, Rothschild & Co or their respective affiliates or agents as to, or in relation to, the accuracy or completeness of this announcement or any other information made available to or publicly available to any interested party or its advisers, whether written, oral or in a visual or electronic form, and howsoever transmitted or made available, and any liability therefore is expressly disclaimed.
In connection with the Rights Issue, Morgan Stanley, BNP PARIBAS, HSBC, Shore Capital, Rothschild & Co and any of their affiliates, may in accordance with applicable legal and regulatory provisions, engage in transactions in relation to the Nil Paid Rights, the Fully Paid Rights, the New Ordinary Shares and/or related instruments for their own account for the purpose of hedging their underwriting exposure or otherwise. Accordingly, references in the Prospectus to the Nil Paid Rights, Fully Paid Rights or New Ordinary Shares being issued, offered, subscribed, acquired, placed or otherwise dealt in should be read as including any issue or offer to, or subscription, acquisition, placing or dealing by, Morgan Stanley, BNP PARIBAS, HSBC, Shore Capital and any of their affiliates acting in such capacity.
Morgan Stanley, BNP PARIBAS, HSBC and Shore Capital and any of their affiliates may enter into financing arrangements with investors in connection with which Morgan Stanley, BNP PARIBAS, HSBC and Shore Capital and any of their affiliates may from time to time acquire, hold or dispose of Ordinary Shares. Morgan Stanley, BNP PARIBAS, HSBC and Shore Capital do not intend to disclose the extent of any such investment or transactions otherwise than in accordance with any legal or regulatory obligations to do so.