Book size: 1250; Registration: Reg S Only; Comments: GBP300m 6.5yr cpn fxd 5.125% at 99.937, yld 5.142%. Spread: Mid Gilts + 100bps. HR: 100% vs UKT 4 ¼ 07-June-2032 @100.947 (mid) / 4.078% (S/A) / 100.917 (bid). Par Call: 3m. MWC: Gilts+15bps. CoC: Yes. LEI: 213800CN1RI3UCIZWB95;
Deal Comments
Reoffer: 6.5yr: UKT+100bp / 99.937 / 5.078%
Benchmark: 6.5yr: UKT 4.25 07-Jun-32 @ 100.947 (mid) / 4.078% (S/A) / HR: 100%
Final Books: in excess of £1.25bn (good at re-offer)
IPTs: 6.5yr: UKT+115/120bp
Issuer: Marks & Spencer PLC
Ticker: MARSPE
Country: GB
Issuer LEI: 213800CN1RI3UCIZWB95
Issuer Ratings: Baa3 (stable by Moody's) / BBB- (stable by S&P)
Exp. Issue Ratings: Baa3 (Moody's) / BBB- (S&P)
Format: Senior Unsecured, Reg S, Bearer, Classic Global Note format. Temporary Global Note exchangeable for a Permanent Global Note
Settlement Date: 18-Feb-26 (T+5)
Tranche: 6.5-year
Size: £300m
Maturity Date: 18-Aug-32
Re-offer: Mid Gilts + 100bps / 99.937 / 5.078 (S/A) / 5.142 (Ann.)
Reference Benchmark: HR: 100% vs UKT 4.25 07-Jun-32 @100.947 (mid) / 4.078% (S/A) / 100.917 (bid)
Coupon: 5.125%, Fixed, annual, Act/Act (ICMA), short first coupon
ISIN: XS3293652551
Denominations: £100k + £1k
Optional Redemption: 3m par call, Make Whole Call (Gilts+15bps), Change of Control Investor Put Option
Documentation: Offering Circular dated 27-Nov-25, as supplemented on 06-Feb-26 prepared by the Issuer in connection with its £3bn EMTN programme
Listing / Governing Law: LSE (Main Market) / English Law
Clearing and Settlement: Euroclear and Clearstream, Luxembourg
Use of Proceeds: General corporate purposes, including the refinancing of the Issuer’s outstanding senior unsecured notes due May 2026 (XS2258453369; of which GBP 109,379,000 remains outstanding), and the outstanding senior unsecured notes due July 2027 (XS2024535036) (the “2027 Notes”) in connection with the cash tender offer for such 2027 Notes announced by the Issuer on 09-Feb-26
Joint Bookrunners: BNP Paribas, Lloyds (B&D), Standard Chartered Bank
Selling Restrictions: US: Regulation S, Category 2, TEFRA D; EEA (including Belgium)/UK/Singapore/Japan. As more fully set out in the Offering Circular relating to the Notes
Target Market: Manufacturer target market (UK MiFIR product governance) is eligible counterparties and professional clients only (all distribution channels). No PRIIPs key information document (KID) has been prepared as not available to retail in EEA or in the UK
Advertisement: The Offering Circular dated 27-Nov-25, as supplemented on 06-Feb-26, and the Final Terms, when published, will be available on the website of the London Stock Exchange www.londonstockexchange.com
Marketing: URL: https://dealroadshow.com / Entry Code: Marks_and_Spencer26 Direct Link: https://dealroadshow.com/e/Marks_and_Spencer26
TOE: 14:04 UKT
FTT: 14:30 UKT
Stabilisation: Applicable, stabilisation regulations apply, including FCA/ICMA
Use of Proceeds
General corporate purposes, including the refinancing of the Issuer’s outstanding senior unsecured notes