Woolworths Limited Announces Cash Tender Offer For Notes

SYDNEY, May 16, 2013 /PRNewswire/ -- Woolworths Limited (the "Company"), an Australian public company, announced today the commencement on May 17, 2013 in the United States of a tender offer for a portion of its outstanding series of notes listed in the table below (each, a "Series of Notes" and, collectively, the "Notes"). 

The terms and conditions of the tender offer are described in the Offer to Purchase and related Letter of Transmittal to be distributed to holders of Notes.

The Company will purchase Notes in an aggregate principal amount of (i) US$370,000,000 in the case of the Series of Notes identified in the table above as being in "Tender Pool 1" and (ii) US$260,000,000 in the case of the Series of Notes identified in the table above as being in "Tender Pool 2" (each, a "Tender Pool" and, collectively, the "Tender Pools").  The maximum aggregate principal amount of Notes in a Tender Pool that the Company will purchase is referred to herein as the "Tender Cap" for such Tender Pool. In no event will the Company be obligated to purchase Notes of any Tender Pool such that the aggregate principal amount of all Notes of such Tender Pool purchased in the tender offer will exceed the Tender Cap for such Tender Pool. The tender offer is not conditioned upon any minimum amount of Notes of any Tender Pool being tendered.  Notes of a Tender Pool that are validly tendered and not validly withdrawn will be subject to proration if the aggregate principal amount of Notes of that Tender Pool that are validly tendered and not withdrawn exceeds the Tender Cap for such Tender Pool. The Company may, subject to applicable law, increase or decrease the Tender Cap with respect to any Tender Pool in its sole discretion.

The tender offer will expire at 11:59 P.M., New York City time, on June 14, 2013, unless extended or earlier terminated (such time and date, as the same may be extended, the "Expiration Date"). Holders of Notes of any Series of Notes must validly tender such Notes at or before, and not validly withdraw their Notes before, 5:00 P.M., New York City time, on May 31, 2013 (the "Early Tender Date")  in order to be eligible to receive the Full Tender Offer Consideration (as defined in the Offer to Purchase) applicable to such Series of Notes.  Notes tendered pursuant to the tender offer may be validly withdrawn at any time before 5:00 P.M., New York City time, on May 31, 2013 unless such deadline is extended with respect to any Tender Pool.  Holders of Notes of any Series of Notes who validly tender such Notes after the Early Tender Date and at or before the Expiration Date will only be eligible to receive the Tender Offer Consideration applicable to such Series of Notes, which will be the Full Tender Offer Consideration applicable to such Series of Notes minus the Early Tender Payment applicable to such Series of Notes. Payment of the applicable consideration with respect to Notes that are validly tendered at or before, and not validly withdrawn before, the Expiration Date and accepted for purchase in the tender offer will be made promptly following the Expiration Date, together with accrued and unpaid interest up to, but not including, the payment date.

The Full Tender Offer Consideration offered per US$1,000 principal amount of each Series of Notes tendered and accepted for purchase pursuant to the tender offer will be determined in the matter described in the Offer to Purchase by reference to the fixed spread specified in the table above for each Series of Notes over the applicable yield as calculated by the Dealer Managers named below based on the bid-side price of the U.S. Treasury Reference Security specified in the table above with respect to such Series of Notes as quoted on the Bloomberg Bond Trader (FIT 1) page specified in the table above with respect to such Series of Notes at 2:00 P.M., New York City time, on June 3, 2013 (such time and date as the same may be extended with respect to any Tender Pool).

Citigroup Global Markets Inc. and J.P. Morgan Securities LLC are acting as Dealer Managers for the tender offer.  The Information Agent for the tender offer is D.F. King & Co., Inc.  Holders of Notes with questions regarding the tender offer should contact Citigroup Global Markets Inc. at (800) 558-3745 (toll free) or (212) 723-6106 (collect) or J.P. Morgan Securities LLC at (866) 834-4666 (toll free) or (212) 834-2494 (collect).  Requests for copies of any Offer to Purchase or Letter of Transmittal should be directed to the Information Agent, D.F. King & Co., Inc., at (800) 488-8075 (toll free) or (212) 269-5550 (banks and brokers).

None of the Company, the Dealer Managers or the Information Agent is making any recommendations as to whether holders of Notes should tender Notes in response to the tender offer.  Holders of Notes must decide how many Notes they will tender, if any.

Neither the Offer to Purchase nor the related Letter of Transmittal has been lodged with the Australian Securities and Investments Commission and the tender offer is only available to persons in Australia to whom an offer or invitation can be made without disclosure under Parts 6D.2 or 7.9 of the Corporations Act 2001 of Australia.

Woolworths Limited is one of Australia's largest retailers measured by both sales revenue and number of stores, with over 3,000 total retail locations in Australia and New Zealand and over 190,000 employees as of May 17, 2013.  Woolworths' activities are primarily related to supermarkets, discount department stores, hardware retailing, and hotels.

Woolworths Limited's obligation to accept any securities tendered and to pay the applicable consideration for them is set forth solely in the Offer to Purchase and related Letter of Transmittal.

This news release is not an offer to purchase or a solicitation of an acceptance of the tender offer. Woolworths Limited  may, subject to applicable law, extend or terminate the tender offer at any time and in its sole discretion.

SOURCE Woolworths Limited