Wm Morrison Supermarkets PLC's Notes Due 2023, 2026, 2029 And 2031

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION TO ANY PERSON LOCATED OR RESIDENT IN ANY JURISDICTION WHERE IT IS UNLAWFUL TO DISTRIBUTE THIS ANNOUNCEMENT. OTHER RESTRICTIONS APPLY (SEE "OFFER AND DISTRIBUTION RESTRICTIONS" BELOW).
Published: Oct. 27, 2021 at 1:35 PM EDT

NEW YORK and LONDON, Oct. 27, 2021 /PRNewswire/ -- Reference is made to the Market Bidco Limited (the "Offeror") announcement dated 21 October 2021 in relation to the (a) invitations by the Offeror to the Noteholders of each Series of Notes referred to below issued by Wm Morrison Supermarkets PLC (the "Company") and guaranteed by Safeway Limited to tender the Notes for purchase by the Offeror or, if directed by the Offeror, upon the completion of the Acquisition, the Company or any of its affiliates, for cash at the relevant Purchase Price plus the Early Tender Premium or Early Consent Premium, as applicable, and (b) solicitations by the Offeror, as agent of the Company, for the approval by the Noteholders, by extraordinary resolution at meetings convened by the Company, of (i) the Change of Control Waiver and (ii) certain modifications to the Conditions of each Series of Notes to grant a new Put Right to the Noteholders of such Series of Notes in connection with the Acquisition, in each case subject to the Transaction Conditions being satisfied or waived by the Offeror.

Capitalised terms used in this announcement but not otherwise defined have the meanings given to them in the tender offer and consent solicitation memorandum, dated 21 October 2021 (the "Tender Offer and Consent Solicitation Memorandum"), which is available, subject to certain restrictions, on the following website: www.lucid-is.com/morrison.

Increase of Early Tender Premium

The Offeror hereby announces that it has increased the Early Tender Premium payable by the Offeror or, if directed by the Offeror, upon the completion of the Acquisition, the Company or any of its affiliates, to:

  • in respect of the 2023 Notes, £4.80 per £1,000 in principal amount of the 2023 Notes, representing an increase of £3.30 per £1,000 in principal amount of the 2023 Notes from the originally announced early tender premium of £1.50 per £1,000 in principal amount of the 2023 Notes;
  • in respect of the 2026 Notes, £3.80 per £1,000 in principal amount of the 2026 Notes, representing an increase of £2.30 per £1,000 in principal amount of the 2026 Notes from the originally announced early tender premium of £1.50 per £1,000 in principal amount of the 2026 Notes;
  • in respect of the 2029 Notes, £4.90 per £1,000 in principal amount of the 2029 Notes, representing an increase of £3.40 per £1,000 in principal amount of the 2029 Notes from the originally announced early tender premium of £1.50 per £1,000 in principal amount of the 2029 Notes; and
  • in respect of the 2031 Notes, £2.80 per £1,000 in principal amount of the 2031 Notes, representing an increase of £1.30 per £1,000 in principal amount of the 2031 Notes from the originally announced early tender premium of £1.50 per £1,000 in principal amount of the 2031 Notes.

Each Noteholder that validly tenders its Notes of a relevant Series in the relevant Offer at or prior to the Early Deadline (as extended per this announcement) (and thereby automatically votes in favour of the relevant Extraordinary Resolution to approve the applicable Proposal) and does not subsequently revoke such tender in the limited circumstances in which such revocation is permitted, subject to applicable law and provisions of the applicable Trust Deed and whose Notes are accepted for purchase pursuant to the applicable Offer will receive, in addition to the Purchase Price and the relevant Accrued Interest (as described in the Tender Offer and Consent Solicitation Memorandum), a total additional cash payment for the tender of its Notes equal to:

  • in respect of the 2023 Notes, £4.80 per £1,000 in principal amount of such 2023 Notes;
  • in respect of the 2026 Notes, £3.80 per £1,000 in principal amount of such 2026 Notes;
  • in respect of the 2029 Notes, £4.90 per £1,000 in principal amount of such 2029 Notes; and
  • in respect of the 2031 Notes, £2.80 per £1,000 in principal amount of such 2031 Notes (in respect of each Series of Notes, the "Early Tender Premium");

in each case, payable by the Offeror or, if directed by the Offeror, upon completion of the Acquisition, the Company or any of its affiliates, on the Settlement Date.

The following table sets forth certain information regarding the Notes and the Offers:

Description of the Notes

ISIN Code

Common Code

(Regulation S Notes)

Outstanding Principal Amount

Minimum Denomination

Purchase Price

Early Tender Premium

Early Consent Premium

Amount Subject to the Offers

£400,000,000 4.625 per cent. Notes due
8 December 2023
(the "2023 Notes")

XS0717069073

071706907

£250,000,000

£100,000 and integral multiples of £1,000 in excess thereof up to and including £199,000

£1,000 per £1,000 in principal amount of 2023 Notes

£4.80 per £1,000 in principal amount of 2023 Notes

£0.50 per £1,000 in principal amount of 2023 Notes

Any and all

£400,000,000 3.500 per cent. Notes due 27 July 2026
(the "2026 Notes")

XS0808629389

080862938

£250,000,000

£100,000 and integral multiples of £1,000 in excess thereof up to and including £199,000

£1,000 per £1,000 in principal amount of 2026 Notes

£3.80 per £1,000 in principal amount of 2026 Notes

£0.50 per £1,000 in principal amount of 2026 Notes

Any and all

£300,000,000 4.750 per cent. Notes due
4 July 2029
(the "2029 Notes")

XS1083226321

108322632

£250,000,000

£100,000 and integral multiples of £1,000 in excess thereof up to and including £199,000

£1,000 per £1,000 in principal amount of 2029 Notes

£4.90 per £1,000 in principal amount of 2029 Notes

£0.50 per £1,000 in principal amount of 2029 Notes

Any and all

£350,000,000 2.500 per cent. Notes due
1 October 2031
(the "2031 Notes")

XS2058692471

205869247

£350,000,000

£200,000 and integral multiples of £1,000 in excess thereof up to and including £399,000

£1,000 per £1,000 in principal amount of 2031 Notes

£2.80 per £1,000 in principal amount of 2031 Notes

£0.50 per £1,000 in principal amount of 2031 Notes

Any and all

Extensions of the Offers and Proposals

The Offeror hereby notifies the Noteholders that the Early Deadline, the Voting Only Deadline and the Expiration Deadline for the Offers and the Proposals have been extended and, as a result, the date of the Meetings of the Noteholders of each Series of Notes to consider the applicable Proposal, the expected Settlement Date for the Offers, the deadline to exercise the Put Right and the expected settlement date for holders who have exercised the Put Right have been correspondingly extended.

The expected timetable of events is set forth below.  This timetable is subject to change, and the dates and times may be extended or amended by the Offeror in accordance with the terms of the Offers and the Proposals, as described in the Tender Offer and Consent Solicitation Memorandum.  Accordingly, the actual timetable may differ significantly from the timetable below.  In addition, the timetable may also differ if the Meetings are required to be adjourned.

Date and Time (all times are London time, unless otherwise stated)


Action

27 October 2021


Announcement of the Increase of the Early Tender Premium and Extensions of the Offers and Proposals




10 November 2021 at

16:00 hours


Early Deadline

Deadline for receipt by the Tabulation and Tender Agent of all Tender Instructions and Voting Only Instructions in favour of the relevant Extraordinary Resolutions to approve the applicable Proposals in order for Noteholders to be eligible for the Early Tender Premium or Early Consent Premium, as applicable.




26 November 2021 at


Voting Only Deadline

10:00 hours


Deadline for receipt by the Tabulation and Tender Agent of all Voting Only Instructions.




26 November 2021 at

10:00 hours


Expiration Deadline of the Offers

Deadline for receipt by the Tabulation and Tender Agent of all valid Tender Instructions in order for Noteholders to be able to participate in the Offers.




1 December 2021 at


Meetings

10:00 hours


Meeting of the Noteholders of the 2023 Notes to consider the applicable Proposal, to be held via teleconference.

10:30 hours


Meeting of the Noteholders of the 2026 Notes to consider the applicable Proposal, to be held via teleconference.

11:00 hours


Meeting of the Noteholders of the 2029 Notes to consider the applicable Proposal, to be held via teleconference.

11:30 hours


Meeting of the Noteholders of the 2031 Notes to consider the applicable Proposal, to be held via teleconference.






Announcements

As soon as practicable following the conclusion of the relevant Meeting


The Offeror will announce whether the Transaction Conditions have been satisfied (or, if applicable, waived) and, if so, the announcement by the Offeror of:

(i)         the results of each Meeting and, if the Extraordinary Resolution in respect of a Series of Notes is passed and the relevant Supplemental Trust Deed is executed, the deadline to exercise the Put Right;

(ii)       in respect of the 2023 Notes, the aggregate principal amount (if any) of the 2023 Notes validly tendered pursuant to the applicable Offer at or prior to the Expiration Deadline that the Offeror determines, in its sole discretion, that it or, if directed by the Offeror, upon the completion of the Acquisition, the Company or any of its affiliates, will accept for purchase;

(iii)      in respect of the 2026 Notes, the aggregate principal amount (if any) of the 2026 Notes validly tendered pursuant to the applicable Offer at or prior to the Expiration Deadline that the Offeror determines, in its sole discretion, that it or, if directed by the Offeror, upon the completion of the Acquisition, the Company or any of its affiliates, will accept for purchase;

(iv)     in respect of the 2029 Notes, the aggregate principal amount (if any) of the 2029 Notes validly tendered pursuant to the applicable Offer at or prior to the Expiration Deadline that the Offeror determines, in its sole discretion, that it or, if directed by the Offeror, upon the completion of the Acquisition, the Company or any of its affiliates, will accept for purchase;

(v)       in respect of the 2031 Notes, the aggregate principal amount (if any) of the 2031 Notes validly tendered pursuant to the applicable Offer at or prior to the Expiration Deadline that the Offeror determines, in its sole discretion, that it or, if directed by the Offeror, upon the completion of the Acquisition, the Company or any of its affiliates, will accept for purchase; and

(vi)     the confirmation of the Settlement Date for the Offers and the payment of the Early Tender Premium or Early Consent Premium, as applicable, to eligible Noteholders.

 

Effective Date

If the Extraordinary Resolution in respect of a Series of Notes is passed, the execution by the Company, the Guarantor and the Trustee of the applicable Supplemental Trust Deed.




2 December 2021


Settlement Date

Subject to the satisfaction (or, if applicable, the waiver) of the Transaction Conditions at or prior to such date, the expected Settlement Date for the Offers.  Subject to the satisfaction (or, if applicable, the waiver) of Transaction Conditions at or prior to such date, to the extent that the Offeror or, if directed by the Offeror, upon the completion of the Acquisition, the Company or any of its affiliates, accepts for purchase any notes on the Settlement Date, the Offeror or, if directed by the Offeror, upon the completion of the Acquisition, the Company or any of its affiliates, will accept on the Settlement Date for purchase any Notes validly tendered pursuant to the applicable Offer after the Early Deadline.




6 December 2021


Deadline to Exercise Put Right

The deadline to exercise the Put Right following a five calendar day put period beginning from the Effective Date.




7 December 2021


Settlement of Exercise Put Right

The expected settlement for holders who have exercised the Put Right.

General

The complete terms and conditions of the Offers and Proposals are set forth in the Tender Offer and Consent Solicitation Memorandum, which will be sent to Noteholders at their request. Noteholders are urged to read the Tender Offer and Consent Solicitation Memorandum carefully. Except as described herein, other terms and conditions of the Offers and Proposals remain unchanged.

Noteholders who have already tendered their Notes do not have to retender their Notes or take any other action as a result of the extension of the Early Deadline, the Voting Only Deadline and the Expiration Deadline applicable to the Offers and the Proposals.

The Offers to purchase the outstanding Notes are subject to the terms and conditions contained in the Tender Offer and Consent Solicitation Memorandum. The Offeror is not under any obligation to accept for purchase any Notes tendered pursuant to the Offers. The acceptance for purchase by the Offeror of Notes tendered pursuant to the Offers is at the sole discretion of the Offeror and tenders may be rejected by the Offeror for any reason.

The Offeror has retained BNP Paribas, Goldman Sachs International, Merrill Lynch International and Mizuho International plc to act as Joint Dealer Managers for the Offers.

Operational Procedure Description

In order to participate in the Offers, Noteholders must validly tender their Notes by delivering, or arranging to have delivered on their behalf, a valid Tender Instruction that is received by the Information and Tender Agent at or prior to 10:00 hours, London time, on 26 November 2021. Tender Instructions must be submitted electronically in accordance with the procedures of the relevant Clearing System, and shall be irrevocable (save for the limited circumstances in which revocation is permitted), according to the terms and conditions, contained in the Tender Offer and Consent Solicitation Memorandum.

If you need further information about the Offers and the Proposals, please contact the Joint Dealer Managers or the Tabulation and Tender Agent.

Offer Website: www.lucid-is.com/morrison

Contact Details:

GLOBAL CO-ORDINATORS AND ACTIVE DEALER MANAGERS

BNP Paribas
10 Harewood Avenue
London NW1 6AA
United Kingdom

For information by telephone: +44 20 7595 8277
Attention: Liability Management
Email: liability.management@bnpparibas.com

Goldman Sachs International
Plumtree Court
25 Shoe Lane
London EC4A 4AU
United Kingdom

For information by telephone: +44 20 7774 6343
Attention: Liability Management
Email: liabilitymanagement.eu@gs.com

DEALER MANAGERS

Merrill Lynch International
2 King Edward Street
London EC1A 1HQ
United Kingdom

Attention: Liability Management Group
Email: DG.LM-EMEA@bofa.com

Mizuho International plc
30 Old Bailey
London EC4M 7AU
United Kingdom

For information by telephone: + 44 20 7090 6134
Attention: Liability Management
Email: liabilitymanagement@uk.mizuho-sc.com

THE TABULATION AND TENDER AGENT

Lucid Issuer Services Limited
Email: morrison@lucid-is.com

In London:
The Shard
32 London Bridge Street
London SE1 9SG
United Kingdom
Telephone: +44 20 7704 0880

OFFER AND DISTRIBUTION RESTRICTIONS

THIS ANNOUNCEMENT IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN ANY JURISDICTION WHERE IT IS UNLAWFUL TO DO SO.

United Kingdom

The communication of this announcement, the Tender Offer and Consent Solicitation Memorandum and any other documents or materials relating to the Offers is not being made, and such documents and/or materials have not been approved, by an authorised person for the purposes of section 21 of the Financial Services and Markets Act 2000. Accordingly, such documents and/or materials are not being distributed to, and must not be passed on to, the general public in the United Kingdom. The communication of such documents and/or materials as a financial promotion is only being made to those persons in the United Kingdom falling within the definition of "investment professionals" (as defined in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "Financial Promotion Order")) or persons who are within Article 43(2) of the Financial Promotion Order or any other persons to whom it may otherwise lawfully be made under the Financial Promotion Order.

France

The Offers are not being made, directly or indirectly, to the public in France. Neither this announcement, the Tender Offer and Consent Solicitation Memorandum nor any other documents or materials relating to the Offers have been or shall be distributed to the public in France and only (i) providers of investment services relating to portfolio management for the account of third parties (personnes fournissant le service d'investissement de gestion de portefeuille pour compte de tiers) and/or (ii) qualified investors (investisseurs qualifiés) other than individuals within the meaning of Article 2(е) of the Regulation (EU) 2017/1129 (the "Prospectus Regulation"), and in accordance with, Articles L.411-1, L.411-2 and D.411-1 of the French Code Monétaire et Financier, are eligible to participate in the Offers. This announcement, the Tender Offer and Consent Solicitation Memorandum and any other document or material relating to the Offers have not been and will not be submitted for clearance to nor approved by the Autorité des Marchés Financiers.

Italy

None of the Offers, this announcement, the Tender Offer and Consent Solicitation Memorandum or any other documents or materials relating to the Offers have been or will be submitted to the clearance procedure of the Commissione Nazionale per le Società e la Borsa ("CONSOB") pursuant to Italian laws and regulations.

The Offers are being carried out in Italy as exempted offers pursuant to Article 101-bis, paragraph 3-bis of the Legislative Decree No. 58 of 24 February 1998, as amended (the "Financial Services Act") and Article 35-bis, paragraph 4 of CONSOB Regulation No. 11971 of 14 May 1999, as amended.

Noteholders, can tender some or all of their Notes pursuant to the Offers through authorised persons (such as investment firms, banks or financial intermediaries permitted to conduct such activities in Italy in accordance with the Financial Services Act, CONSOB Regulation No. 16190 of 29 October 2007, as amended from time to time, and Legislative Decree No. 385 of 1 September 1993, as amended) and in compliance with applicable laws and regulations or with requirements imposed by CONSOB or any other Italian authority.

Each intermediary must comply with the applicable laws and regulations concerning information duties

vis-à-vis

its clients in connection with the Notes or the Offer.

Switzerland

The Offers do not constitute a public offering of securities pursuant to Article 652a or Article 1156 of the Swiss Federal Code of Obligations. The information presented in this document does not necessarily comply with the information standards set out in the SIX Swiss Exchange listing rules.

General

Neither this announcement, the Tender Offer and Consent Solicitation Memorandum nor the electronic transmission thereof constitutes an offer to buy or the solicitation of an offer to sell Notes (and tenders of Notes for purchase pursuant to the Offers will not be accepted from Noteholders) in any circumstances in which such offer or solicitation is unlawful. In those jurisdictions where the securities, blue sky or other laws require an Offer to be made by a licensed broker or dealer and any of the Joint Dealer Managers or any of their affiliates is such a licensed broker or dealer in any such jurisdiction, such Offer shall be deemed to be made by the relevant Joint Dealer Managers or such affiliate, as the case may be, on behalf of the Offeror in such jurisdiction.

Rule 26.1 Disclosure

This announcement and the documents required to be published pursuant to Rule 26.1 of the UK City Code on Takeovers and Mergers will be available, subject to certain restrictions relating to persons resident in Restricted Jurisdictions (as such term is defined in the scheme document published by Morrisons and Market Bidco Limited on 25 September 2021 (the "Scheme Document")), on CD&R's website at https://www.cdr-inc.com/Morrisons-microsite promptly and in any event by no later than 12 noon on the Business Day (as such term is defined in the Scheme Document) following the publication of this announcement. The content of the website referred to in this announcement is not incorporated into and does not form part of this announcement.

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SOURCE Clayton, Dubiler & Rice and Morrisons

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