Woolworths Limited Announces Consideration For Cash Tender Offer For Notes

  Woolworths Limited Announces Consideration For Cash Tender Offer For Notes

PR Newswire

NEW YORK, June 3, 2013

NEW YORK, June 3, 2013 /PRNewswire/ --Woolworths Limited (the "Company"), an
Australian public company, announced today the reference yield, Full Tender
Offer Consideration (as described below) and the Tender Offer Consideration
(as set forth in the table below) for 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 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, 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. 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
(the "Early Tender Payment").

The "Full Tender Offer Consideration" per US$1,000 principal amount of each
Series of Notes 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, each as specified in the table below for each Series of Notes, and
assuming that the Settlement Date (as defined herein) will occur on June 19,
2013. The Early Tender Payment forms part of, and is not in addition to, the
Full Tender Offer Consideration. 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 date of payment of the consideration for Notes accepted for
purchase (the "Settlement Date"). Subject to the terms and conditions of the
tender offer, the Settlement Date will follow promptly after the Expiration
Date.



                                      U.S.                Fixed
                                                                  Full Tender                     Accrued and
Title of CUSIP                        Treasury  Reference Spread                    Tender Offer
Security               Tender Cap                                 Offer                           Unpaid
         / ISIN                       Reference Yield     (Basis                    Consideration
                                                                  Consideration^(*)               Interest^(**)
                                      Security            Points)
Tender   980888AC5                    
Pool 1
         Q98418AG37 /                 0.125%
2.55%                                 due       0.285%    30      US$1,044.02       US$1,014.02   US$6.16
Notes    US980888AC55
due 2015                              4/30/15
         USQ98418AG37
         980888AA9                   

5.55%    Q98418DK12 /  Tender Pool 1  0.125%
Notes                                 due       0.285%    40      US$1,115.87       US$1,085.87   US$5.24
due 2015 US980888AA99  US$370,000,000
                                      4/30/15
         USQ98418DK12
         980888AE1
                                      0.250%
3.15%    Q98418AJ75 /                 due
Notes                                           0.483%    40      US$1,062.86       US$1,032.86   US$5.86
due 2016 US980888AE12                5/15/16

         USQ98418AJ75
Tender   980888AD3
Pool 2                                1.750%
         Q98418AH10 /                 due
4.00%                                           2.121%    45      US$1,094.04       US$1,064.04   US$9.67
Notes    US980888AD39                 5/15/23
due 2020               Tender Pool 2
         USQ98418AH10
         980888AF8     US$260,000,000
                                      1.750%
4.55%    Q98418AK49 /                 due
Notes                                           2.121%    55      US$1,131.69       US$1,101.69   US$8.47
due 2021 US980888AF86                 5/15/23

         USQ98418AK49



*Per US$1,000 principal amount of Notes validly tendered and not validly
withdrawn at or prior to the Early Tender Date and accepted for purchase.

** Calculated based on an assumed Settlement Date of June 19, 2013.

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 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
 
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