Woolworths Limited Announces Final Results Of Cash Tender Offer For Notes

NEW YORK, June 17, 2013 /PRNewswire/ -- Woolworths Limited (the "Company"), an Australian public company, announced today the final results of its previously announced 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 amounts of each Series of Notes accepted for purchase in the tender offer were determined in accordance with the terms and conditions of the tender offer as described in an Offer to Purchase dated May 17, 2013 and supplemented on May 23, 2013 (the "Offer to Purchase"), and the related Letter of Transmittal (collectively, the "Offer Documents").

The tender offer expired at 11:59 P.M., New York City time, on June 14, 2013 (the "Expiration Date").  As of the Expiration Date, (i) US$499,470,000 aggregate principal amount of the Series of Notes identified in the table below as being in "Tender Pool 1" and (ii) US$244,892,000 aggregate principal amount of the Series of Notes identified in the table below as being in "Tender Pool 2", were validly tendered and not validly withdrawn, according to information received by D.F. King & Co., Inc., the Information Agent and Tender Agent for the tender offer.

The Company has accepted for purchase all US$244,892,000 of the Series of Notes included in Tender Pool 2 that were validly tendered and not validly withdrawn.  Because the aggregate amount of the Series of Notes included in Tender Pool 1 tendered exceeds US$370,000,000, the validly tendered and not validly withdrawn Notes in such Series of Notes accepted for purchase will be prorated as provided in the Offer to Purchase with a proration factor of 74.05%.  The Company will deliver the applicable consideration (as described below) to the Depositary Trust Company on the expected settlement date of June 19, 2013 (the "Settlement Date") for prompt payment for all Notes accepted for purchase.   

Holders of Notes who validly tendered their Notes at or before, and did not validly withdraw their Notes before, 5:00 P.M., New York City time, on May 31, 2013 (the "Early Tender Date") and whose Notes are accepted for purchase will receive the Full Tender Offer Consideration (as described below).  Holders of Notes who validly tendered their Notes after the Early Tender Date and at or before the Expiration Date and whose Notes are accepted for purchase will 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 of US$30 per US$1,000 principal amount of Notes accepted for purchase.

The "Full Tender Offer Consideration" per US$1,000 principal amount of each Series of Notes validly tendered and accepted for purchase pursuant to the tender offer was calculated by Citigroup Global Markets Inc. and J.P. Morgan Securities LLC, the Dealer Managers for the tender offer, at 2:00 P.M., New York City time, on June 3, 2013, in the manner described in the Offer to Purchase by reference to the applicable fixed spread over the applicable yield.  Tendering holders of Notes will also receive accrued and unpaid interest on their Notes from and including the last interest payment date applicable to such Series of Notes up to, but not including, the Settlement Date.

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 Documents 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 has made any recommendations as to whether holders of Notes should tender Notes in response to the tender offer. 

The Offer Documents have not been lodged with the Australian Securities and Investments Commission and the tender offer was 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 Documents.

This news release is neither an offer to purchase nor a solicitation of an offer to sell any Notes.  The tender offer was made only by, and pursuant to the terms of, the Offer to Purchase, and the information in this news release is qualified by reference to the Offer Documents.

Contact: 
Asrar Rahman
Group Treasurer
+612 8885 1107

SOURCE Woolworths Limited