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18 Sep 2012
Result of Tender Offer

THESE MATERIALS DO NOT CONSTITUTE OR FORM A PART OF ANY OFFER OR SOLICITATION TO PURCHASE OR SUBSCRIBE FOR SECURITIES IN THE UNITED STATES. THE NOTES MENTIONED HEREIN HAVE NOT BEEN, AND WILL NOT BE, REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933 (THE "SECURITIES ACT").

THE NOTES MAY NOT BE OFFERED OR SOLD IN THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, US PERSONS (AS SUCH TERM IS DEFINED IN REGULATION S UNDER THE SECURITIES ACT) EXCEPT PURSUANT TO AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT. THERE WILL BE NO PUBLIC OFFER OF SECURITIES IN THE UNITED STATES.

NOT FOR DISTRIBUTION IN OR INTO OR TO ANY PERSON LOCATED OR RESIDENT IN THE UNITED STATES OF AMERICA, ITS TERRITORIES AND POSSESSIONS.

 

Dixons Retail plc
Issue of New Notes and Results of Invitation

 

Dixons Retail plc (the "Company"), one of Europe's leading specialist multichannel electrical retailing and services companies, announces the following:

(a) the Company has on 11 September 2012 priced a new issue of £150,000,000 8.75 per cent. guaranteed notes due 2017 (ISIN: XS0804232337) (the "New Notes") at an issue price of 8.75 per cent. of the principal amount of the New Notes. Settlement is expected to take place on 19 September 2012. The proceeds will be used to finance the purchase of the Existing 2015 Notes pursuant to the Invitation and for general corporate purposes; and

(b) the Company has accepted tenders to repurchase:

(i) £49,439,000 in aggregate principal amount of its existing £150,000,000 8.75 per cent. Guaranteed Notes due 3 August 2015 (ISIN: XS0528872830) (the "Existing 2015 Notes") at a price of £1,050 per £1,000 principal amount of the Existing 2015 Notes (of which £100,561,000 will be outstanding following the repurchase) which will be purchased using, and conditional upon the receipt of, the proceeds from the issue of the New Notes (as defined above); and

(ii) £15,552,000 in aggregate principal amount of its existing £300,000,000 6.125 per cent. Guaranteed Bonds due 15 November 2012 (ISIN: XS0157632562) (the "Existing 2012 Notes") at a price of £1,004 per £1,000 principal amount of the Existing 2012 Notes using the Company's existing cash resources. £144,448,000 of the Existing 2012 Notes will be outstanding following the purchase and are due for redemption by the Company on 15 November 2012,

in each case, plus accrued interest to the Settlement Date (the "Invitation").Settlement is expected to take place on 20 September 2012.

The Invitation was made on the terms and subject to the conditions contained in the tender offer memorandum dated 10 September 2012 (the "Tender Offer Memorandum") including the offer and distribution restrictions contained therein.

Capitalised terms used but not otherwise defined in this announcement shall have the meaning given to them in the Tender Offer Memorandum. The Invitation expired on 17 September 2012 at 4.00 p.m. London time.

 

The Company

Investor Contacts  
David Lloyd-SeedIR & Corporate Affairs Director, Dixons Retail01727 205065
Ian LaddGroup Treasurer, Dixons Retail01727 204526
Media Contacts  
Mark WebbHead of Media Relations, Dixons Retail01727 205019
Tom Burns, Zoe BirdBrunswick020 7404 5959

Information on Dixons Retail plc is available at http://www.dixonsretail.com

The Royal Bank of Scotland plc, HSBC Bank plc, Citigroup Global Markets Limited, BNP Paribas and Barclays Bank PLC are acting as Dealer Managers for the Invitation. The Royal Bank of Scotland plc, HSBC Bank plc, DNB Markets, a part of DNB Bank ASA, Citigroup Global Markets Limited, BNP Paribas and Barclays Bank PLC are acting as Bookrunners for the offering of the New Notes. Lucid Issuer Services Limited is acting as Tender Agent.

This notice does not constitute an offer to purchase any securities or a solicitation of an offer to sell any securities.

 

Dealer Manager Contacts:

The Royal Bank of Scotland plc
135 Bishopsgate
London EC2M 3UR
Telephone: +44 20 7085 4634
Attention: Liability Management Group
Email: liabilitymanagement@rbs.com

HSBC Bank plc
8 Canada Square
London E14 5HQ
Telephone: +44 20 7992 6237
Attention: Liability Management Group
Email: liability.management@hsbcib.com

Citigroup Global Markets Limited
Citigroup Centre
Canada Square
Canary Wharf
London E14 5LB
Telephone: +44 20 7986 8969
Attention: Liability Management Group
Email: liabilitymanagement.europe@citi.com

BNP Paribas
10 Harewood Avenue
London NW1 6AA
Telephone: +44 20 7595 8668
Attention: Liability Management Group
Email: liability.management@bnpparibas.com

Barclays Bank PLC
5 The North Colonnade
Canary Wharf
London E14 4BB
Telephone: +44 20 7773 8990
Attention: Liability Management Group
Email: eu.lm@barclays.com

 

Tender Agent:

Lucid Issuer Services Limited
Leroy House
436 Essex Road
London N1 3QP
Telephone: +44 20 7704 0880
Attention: Paul Kamminga/David Shilson
Email: dsg@lucid-is.com

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