Woolworths Limited Announces Final Results Of Cash Tender Offer For Notes

  Woolworths Limited Announces Final Results Of Cash Tender Offer For Notes

PR Newswire

NEW YORK, June 17, 2013

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"Tender Pool 2", were validly tendered and not validly withdrawn, according to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.



                            Principal                                    Percentage
                                                                         of the
                            Amount                        Principal      Principal
Title of      CUSIP                        Tender Cap     Amount         Amount
Security      / ISIN        Outstanding                   Accepted for   Outstanding
                            Prior to                      Purchase       Accepted
                            Settlement                                   for
                            Date                                         Purchase
              980888AC5
TenderPool1
              Q98418AG37 /
2.55% Notes                 US$500,000,000                US$220,752,000 44.15%
due 2015      US980888AC55

              USQ98418AG37
              980888AA9

5.55% Notes   Q98418DK12 /                 Tender Pool 1
due 2015                    US$425,000,000                US$72,382,000  17.03%
              US980888AA99                 US$370,000,000

              USQ98418DK12
              980888AE1

3.15% Notes   Q98418AJ75 /
due 2016                    US$300,000,000                US$76,747,000  25.58%
              US980888AE12

              USQ98418AJ75
              980888AD3
Tender Pool 2
              Q98418AH10 /                 Tender Pool 2
4.00% Notes                 US$750,000,000                US$132,962,000 17.73%
due 2020      US980888AD39                 US$260,000,000

              USQ98418AH10
              980888AF8

4.55% Notes   Q98418AK49 /
due 2021                    US$550,000,000                US$111,930,000 20.35%
              US980888AF86

              USQ98418AK49



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
 
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