Woolworths Limited Announces Preliminary Results Of Cash Tender Offer For Notes

  Woolworths Limited Announces Preliminary Results Of Cash Tender Offer For
                                    Notes

PR Newswire

NEW YORK, June 2, 2013

NEW YORK, June 2, 2013 /PRNewswire/ --Woolworths Limited (the "Company"), an
Australian public company, announced today the preliminary 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 terms and conditions of the tender offer are described in
an Offer to Purchase dated May 17, 2013, as supplemented on May 23, 2013 (the
"Offer to Purchase"), and the related Letter of Transmittal (collectively, the
"Offer Documents").

The table below indicates the principal amount of each Series of Notes validly
tendered and not validly withdrawn as of 5:00 P.M., New York City time, on May
31, 2013 (the "Early Tender Date").



                                                                    
                                                     Principal
                                                     Amount Validly Percentage
                                                                    of the
                       Principal                     Tendered and
         CUSIP                                       not            Principal
Title of               Amount         Tender Cap                    Amount
Security / ISIN                                      Withdrawn as
                       Outstanding                   of the         Outstanding
                                                                    Tendered as
                                                     Early Tender
                                                     Date           of the
                                                                    Early
                                                                    Tender Date
         980888AC5
Tender
Pool 1   Q98418AG37 /                                               
                       
2.55%    US980888AC55                               US$298,099,000 
Notes                  US$500,000,000
due 2015 USQ98418AG37                                               59.6%

         
         

         

5.55%    980888AA9
Notes                  US$425,000,000 Tender Pool 1  US$97,735,000  23.0%
due 2015 Q98418DK12 /
                                      US$370,000,000
         US980888AA99

         USQ98418DK12
         

         

3.15%    980888AE1
Notes                  US$300,000,000                US$102,986,000 34.3%
due 2016 Q98418AJ75 /

         US980888AE12

         USQ98418AJ75
         

Tender   
Pool 2
         980888AD3     
4.00%                                                US$125,962,000 16.8%
Notes    Q98418AH10 /  US$750,000,000
due 2020
         US980888AD39
                                      Tender Pool 2
         USQ98418AH10
                                     US$260,000,000

         

4.55%    980888AF8
Notes                  US$550,000,000                US$111,930,000 20.4%
due 2021 Q98418AK49 /

         US980888AF86

         USQ98418AK49



As of the Early Tender Date, (i) US$498,820,000 aggregate principal amount of
the Series of Notes identified in the table above as being in "Tender Pool 1"
and (ii) US$237,892,000 aggregate principal amount of the Series of Notes
identified in the table above as being in "Tender Pool 2", have been 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 tender offer will expire at 11:59 P.M., New York City time, on
June 14, 2013, unless extended or earlier terminated with respect to any
Tender Pool (as defined herein) (such date and time, as the same may be
extended with respect to any Tender Pool, the "Expiration Date").

Holders of Notes who validly tendered their Notes at or before, and did not
validly withdraw their Notes before, 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 tender 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.

Previously tendered Notes may not be validly withdrawn at or after the
"Withdrawal Date," which was 5:00 P.M., New York City time, on May 31, 2013,
and any Notes tendered at or after the Withdrawal Date may not be validly
withdrawn unless in either case the Company is required by applicable law to
permit the withdrawal or the Company elects to allow such withdrawal.

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 manner described in the Offer to Purchase, as
calculated by Citigroup Global Markets Inc. and J.P. Morgan Securities LLC at
2:00 P.M., New York City time, on June 3, 2013 (which time and date may be
extended with respect to any Tender Pool).

The maximum aggregate principal amount of Notes purchased in the tender offer
will be (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 will be subject to proration and other
terms set forth in the Offer to Purchase. The tender offer is not conditioned
upon any minimum amount of Notes of any Tender Pool being tendered, but is
subject to the satisfaction of certain conditions as set forth in the Offer to
Purchase.

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 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.

The Offer Documents have not 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
Documents.

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

Contact: Asrar Rahman, Group Treasurer, +612 8885 1107