Notice

Off-market buy-back by Woolworths Group Limited (ASX: WOW) in respect of fully paid ordinary shares in Woolworths Group Limited

What's this about:
  • ASX Market
  • Clearing
  • Settlement
  • Operations
  • Market Data
  • Compliance
  • Risk
Notice reference number: 1256.21.09
Date published: 13/09/21
Effective as of: 13/09/21
Last updated: 13/09/21

What do I need to do by when?

Bid Details:

Bidder:

Woolworths Group Limited

UIC:

11673

Registry/Agent:

Link Market Services Pty Limited

ASX Code:

WOW

Offer Acceptance Codes:

As per table below

Buyback CHESS Tender Codes

 

Minimum Prices

No Minimum Price

Min Price A$32.00

Min Price A$33.00

Min Price A$34.00

Min Price A$35.00

 

Final Price

WOW001

WOWA01

WOWB01

WOWC01

WOWD01

Tender Discounts

14%

WOW014

WOWA14

WOWB14

WOWC14

WOWD14

13%

WOW013

WOWA13

WOWB13

WOWC13

WOWD13

12%

WOW012

WOWA12

WOWB12

WOWC12

WOWD12

11%

WOW011

WOWA11

WOWB11

WOWC11

WOWD11

10%

WOW010

WOWA10

WOWB10

WOWC10

WOWD10

 

Offer Terms:

Each eligible shareholder is entitled to tender some or all of their shares held on the Record Date into the Buyback.

Offer Open Date:

13 September 2021

Offer Close Date:

7:00pm (Sydney time) on Friday, 15 October 2021 (unless extended or withdrawn)

 

This off-market buy-back (Buy-Back) was announced on Thursday, 26 August 2021. Refer to the Buy-Back Booklet dated 26 August 2021 on woolworthsgroup.com.au/buyback for further information about the Buy-Back. 

CHESS will process offer acceptance messages until 7:00pm (Sydney time) on 15 October 2021, or in the event that the offer is extended, such other times as may be notified by WOW to the market.

For further information regarding the Offer, please contact the Woolworths Group Share Registry information line on 1300 368 664 within Australia or +61 1300 368 664 from outside Australia (Monday to Friday 8:30am and 7:30pm, Sydney time).

Offer Forms submitted directly by the shareholder

Controlling[SJ2]  participants should be aware that Eligible Shareholders are able to submit an Offer Form online or submit a paper Offer Form directly. The Woolworths Group Share Registry will need to confirm with the controlling CHESS participant any online or paper submission of shareholders Offer Forms before it can be taken as validly submitted

-       The Woolworths Group Share Registry will relay the shareholder’s offer to the controlling participant by the end of the business day that the Offer Form is submitted. 

-       The controlling participant is required to acknowledge the offer by the end of the following business day.

Any Buy-Back offer CHESS messages initiated by the Woolworths Group Share Registry which have not been acknowledged by a shareholder’s controlling participant by 7.00pm (Sydney time) on Friday, 15 October 2021 (Closing Date) will be rejected, and those offers will not be included in the Buy-Back. Neither Woolworths Group nor the Woolworths Group Share Registry will be responsible should the controlling participant not acknowledge and confirm an offer in sufficient time.

Bank account details

The payment method will be direct credit only to the bank account on the shareholding. You cannot use a United States bank account for payments in respect of the Buy-Back. Controlling participants who submit an offer directly on CHESS to the Woolworths Group Share Registry on behalf of a shareholder must ensure that the bank account details are also recorded or updated against the shareholding.

Need more information?

Issued by

Eldon Hernando, Equity Operations

Contact information

Eldon Hernando
1800 814 051
chesshelp@asx.com.au

General Information

Participants should refer to Section 13 of the CHESS Procedure Guidelines for Participants and Section 14 of the ASX Settlement Operating Rules for further information concerning the processing of Takeover Acceptance Messages & Takeover Acceptance Removal Request Messages for a CHESS holding of securities. Some of these issues are summarised below.

A Participant must submit acceptance of an offer by transmission of an EIS type ‘031’ message (Takeover Acceptance Message) where the securities in Question are held in a CHESS Holding. The Participant will receive a ‘032’ message (Effected Takeover Acceptance Message) from CHESS in response.

In addition to the electronic notification to the Participant, paper notification will be sent directly to the Holder as securities are reserved in an offer-accepted subposition. Any change to the balance of securities in the subposition will generate further electronic notification to the Participant and paper notification to the Holder.  

Where a Participant receives instructions from a Sponsored Holder, the Participant is required under the ASX Settlement Operating Rules to submit an acceptance as follows:

If the Holder specifies the time when or by which the offer must be submitted, in accordance with those instructions; otherwise by End of Day on the date of receipt of instructions from the Holder, where the offer closes on the date of receipt of instructions then prior to the close of the offer.

Participants should therefore retain, as a minimum, a record of the date on which instructions to accept an offer is received from a Sponsored Holder.

If Securities in a CHESS holding have been reserved by ASX in an offer accepted subposition, a release of the Securities from that subposition may be initiated by a Valid Originating Message if the Holder of the Securities to which the tender relates is legally entitled.

A Participant must initiate removal of a Takeover Acceptance Message by transmission of an EIS type ‘085’ message (Takeover Removal Request Message) where the securities in Question are held in a CHESS Holding. The Participant will receive a ‘086’ message (Acceptance Removal Request Message) from CHESS in response.       

In addition to the electronic notification to the Participant, paper notification will be sent directly to the Holder as securities have been removed from an offer-accepted subposition. Any change to the balance of securities in the subposition will generate further electronic advice to the Participant and paper advice to the Holder.

Participants should therefore retain, as a minimum, a record of the date on which instructions to withdraw Securities are received from a Sponsored Holder.

 

Disclaimer