Co-operative Group Limited Announces Pricing of Tender Offer

April 17, 2014

NOT FOR RESALE, PUBLICATION OR DISTRIBUTION TO ANY US PERSON (AS DEFINED IN REGULATION S UNDER THE SECURITIES ACT (AS DEFINED BELOW)) OR IN OR INTO THE UNITED STATES, ITS TERRITORIES AND POSSESSIONS (INCLUDING PUERTO RICO, THE US VIRGIN ISLANDS, GUAM, AMERICAN SAMOA, WAKE ISLANDS AND THE NORTHERN MARIANA ISLANDS), ANY STATE OF THE UNITED STATES OR THE DISTRICT OF COLUMBIA (THE UNITED STATES) OR ANY OTHER JURISDICTION WHERE IT IS UNLAWFUL TO DISTRIBUTE THE OFFER MEMORANDUM.

17 April 2014.  Co-operative Group Limited (the Society) announces the pricing details of its invitation to holders of the ₤50,000,000 7.625 per cent. First Mortgage Debenture Stock due 2018 of the Society presently outstanding (ISIN GB0002224060) to tender their Stock for purchase by the Society for cash (the Tender Offer).

The Tender Offer was made on the terms and subject to the conditions contained in the Consent Solicitation and Tender Offer Memorandum dated 24 March 2014 and published on the website of the London Stock Exchange on 24 March 2014 (the Offer Memorandum). Capitalised terms used in this announcement but not defined have the meanings given to them in the Offer Memorandum.

The final pricing details of the Tender Offer, as determined at or around 2.00 p.m. (London time) today, are as follows:

Benchmark Security: 5 per cent. UK Treasury Stock due March 2018 (ISIN GB00B1VWPC84)
Calculation Date: 17 April 2014
Benchmark Security Rate: 1.439
Purchase Spread: 50 bps
Purchase Yield: 1.939 per cent.
Purchase Price: 125.329 per cent.


Purchase Price: 125.329 per cent.

Following the valid passing of the Extraordinary Resolution of Stockholders on 16 April 2014, the Society will accept the tendered Stock for purchase on the terms described in the Offer Memorandum and at the Purchase Price notified above.  The relevant Purchase Price and the Accrued Interest Payment (if applicable) will be paid on the Settlement Date to Stockholders whose Stock has been accepted for purchase.

The Settlement Date is expected to occur on 25 April 2014.

Aggregate nominal amount of Stock accepted for tender:    £29,191,467

Aggregate nominal amount of Stock outstanding after the Settlement Date: £20,808,533

The Tender Offer was not made to any person located or resident in the United States, and was also subject to restrictions in other jurisdictions, all as further described in the Offer Memorandum. This announcement must be read in conjunction with the Offer Memorandum.

Requests for information in relation to the Tender Offer should be directed to:

The Dealer Manager
UBS Limited
1 Finsbury Avenue
London EC2M 2PP
Telephone: +44 20 7567 0525
Attention: Liability Management Group
Email: mark-t.watkins@ubs.com

Requests for information in relation to the procedures for participating in the Tender Offer should be directed to:

The Registrar
Computershare Investor Services PLC
The Pavilions
Bridgwater Road
Bristol BS99 6AH13 8AE
Telephone: +870 889 4026

Disclaimer This announcement must be read in conjunction with the Tender Offer Memorandum. No offer or invitation to acquire any Stock is being made pursuant to this announcement.  The distribution of this announcement and/or the Tender Offer Memorandum in certain jurisdictions may be restricted by law.  Persons into whose possession this announcement and/or the Tender Offer Memorandum come are required by each of the Society, the Dealer Managers, the Trustee and the Tender Agent to inform themselves about, and to observe, any such restrictions.