TIDMMRW
RNS Number : 4937Q
Clayton Dubilier & Rice LLP
27 October 2021
Date: 27 October 2021
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).
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION.
ANNOUNCEMENT OF INCREASE OF EARLY TER PREMIUM AND
EXTENSIONS OF OFFERS AND PROPOSALS IN RELATION TO
WM MORRISON SUPERMARKETS PLC'S NOTES DUE 2023, 2026, 2029 AND
2031
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, GBP4.80 per GBP1,000 in
principal amount of the 2023 Notes, representing an increase of
GBP3.30 per GBP1,000 in principal amount of the 2023 Notes from the
originally announced early tender premium of GBP1.50 per GBP1,000
in principal amount of the 2023 Notes;
-- in respect of the 2026 Notes, GBP3.80 per GBP1,000 in
principal amount of the 2026 Notes, representing an increase of
GBP2.30 per GBP1,000 in principal amount of the 2026 Notes from the
originally announced early tender premium of GBP1.50 per GBP1,000
in principal amount of the 2026 Notes;
-- in respect of the 2029 Notes, GBP4.90 per GBP1,000 in
principal amount of the 2029 Notes, representing an increase of
GBP3.40 per GBP1,000 in principal amount of the 2029 Notes from the
originally announced early tender premium of GBP1.50 per GBP1,000
in principal amount of the 2029 Notes; and
-- in respect of the 2031 Notes, GBP2.80 per GBP1,000 in
principal amount of the 2031 Notes, representing an increase of
GBP1.30 per GBP1,000 in principal amount of the 2031 Notes from the
originally announced early tender premium of GBP1.50 per GBP1,000
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, GBP4.80 per GBP1,000 in principal amount of such 2023 Notes;
-- in respect of the 2026 Notes, GBP3.80 per GBP1,000 in principal amount of such 2026 Notes;
-- in respect of the 2029 Notes, GBP4.90 per GBP1,000 in
principal amount of such 2029 Notes; and
-- in respect of the 2031 Notes, GBP2.80 per GBP1,000 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 Outstanding Minimum Denomination Purchase Price Early Tender Premium Early Consent Premium Amount
Common Code Principal Subject to
(Regulation S Amount the Offers
Notes)
GBP400,000,000 4.625 per cent. XS0717069073 GBP250,000,000 GBP100,000 and integral multiples of GBP1,000 in excess thereof up to and including GBP199,000 GBP1,000 per GBP1,000 in principal amount of 2023 Notes GBP4.80 per GBP1,000 in principal amount of 2023 Notes GBP0.50 per GBP1,000 in principal amount of 2023 Notes Any and all
Notes due
8 December 2023 071706907
(the "2023 Notes")
-------------- --------------- ----------------------------------------------------------------------------------------------- -------------------------------------------------------- ------------------------------------------------------- ------------------------------------------------------- ------------
GBP400,000,000 3.500 per cent. XS0808629389 GBP250,000,000 GBP100,000 and integral multiples of GBP1,000 in excess thereof up to and including GBP199,000 GBP1,000 per GBP1,000 in principal amount of 2026 Notes GBP3.80 per GBP1,000 in principal amount of 2026 Notes GBP0.50 per GBP1,000 in principal amount of 2026 Notes Any and all
Notes due 27 July 2026
(the "2026 Notes") 080862938
-------------- --------------- ----------------------------------------------------------------------------------------------- -------------------------------------------------------- ------------------------------------------------------- ------------------------------------------------------- ------------
GBP300,000,000 4.750 per cent. XS1083226321 GBP250,000,000 GBP100,000 and integral multiples of GBP1,000 in excess thereof up to and including GBP199,000 GBP1,000 per GBP1,000 in principal amount of 2029 Notes GBP4.90 per GBP1,000 in principal amount of 2029 Notes GBP0.50 per GBP1,000 in principal amount of 2029 Notes Any and all
Notes due
4 July 2029 108322632
(the "2029 Notes")
-------------- --------------- ----------------------------------------------------------------------------------------------- -------------------------------------------------------- ------------------------------------------------------- ------------------------------------------------------- ------------
GBP350,000,000 2.500 per cent. XS2058692471 GBP350,000,000 GBP200,000 and integral multiples of GBP1,000 in excess thereof up to and including GBP399,000 GBP1,000 per GBP1,000 in principal amount of 2031 Notes GBP2.80 per GBP1,000 in principal amount of 2031 Notes GBP0.50 per GBP1,000 in principal amount of 2031 Notes Any and all
Notes due
1 October 2031 205869247
(the "2031 Notes")
-------------- --------------- ----------------------------------------------------------------------------------------------- -------------------------------------------------------- ------------------------------------------------------- ------------------------------------------------------- ------------
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 Action
otherwise stated)
27 October 2021 Announcement of the Increase of the Early Tender
Premium and Extensions of the Offers and
Proposals
10 November 2021 at Early Deadline
16:00 hours 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 Expiration Deadline of the Offers
10:00 hours 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 Offeror will announce whether the Transaction
the relevant Meeting 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 TER 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
T he Of fers are not being made, directly or in directl y, to t
he p u blic in France. Neither this announcement, the Tender Offer
and Consent Solicitation Memorandum n or any o t her documents or
materials relati ng to the Of fers have been or shall be distrib
uted to the p u blic in Fra nce and o n ly (i) pro viders of in
vest m e nt ser vices relati ng to portf olio man a g e m e nt f or
t he accou nt of t hird parties ( pers onnes fou r niss ant le
service d 'inve stissement de gesti on de p o rtefeuille pour
compte de tier s ) an d/or (ii) q ualified i nv e stors ( inve stis
seu rs qualifiés ) other th an in d i vid ual s within the meaning
of Article 2( ) of the Regulation (EU) 2017/1129 (the "Prospectus
Regulation"), a nd in accordance wit h, A r ticles L.41 1 - 1, L.41
1 -2 and D.41 1 -1 of t he Fre nch C ode Monétaire et Fi nancier ,
are eligible to participate in the Of fer s. T his announcement,
the Tender Offer and Consent Solicitation Memorandum a nd any other
docu ment or material relating to the O f fers h a ve n ot been a
nd w ill n ot be s u b mitted f or clearance to n or appro ved by t
he Auto rité des Ma rchés 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 su b mitted to the
clear a nce proced u re of the C ommis sione N a zionale per le
Società e la Bo rsa ( " C ONSO B ") p u r suant to Italian la ws
and reg ulatio ns.
T he Of fers are being carried out in Italy as ex e m pted of
fers p u r s uant to Article 1 0 1 - bis, parag raph 3 - bis of the
L e gislative Decree No. 58 of 24 Febr uary 1998, as am e n ded
(the " Financial Services Act ") and Article 35 - bis, parag raph 4
of CONSOB Reg u lation No. 11971 of 14 May 1999, as a men ded.
Noteh older s, can te n der s o me or all of th eir Notes p u r
su a nt to the O ffers t h ro u gh a u t h oris ed per s o ns ( su
ch as inv e s t ment fir ms, ban ks or finan cial inter mediaries
per mitted to co n d uct su ch activ ities in Italy in accordance
with the Fi n a ncial Ser vices Act, CONSOB R e gulation No. 16190
of 29 October 2 00 7, as a men ded f r om ti me to time, a nd Leg i
slati ve Decree No. 3 85 of 1 Septem ber 19 9 3, as a men ded) and
in co m plia nce w ith applicable la ws and reg ulatio ns or with
req uire m e n ts i m po sed by CON SOB or any other Italian auth
orit y.
Each inter mediary m u st co m ply with the applicable la ws and
regulatio ns co ncer n i ng in f o r mation d uties vis -à-vis its
clie nts in con necti on with t he Notes or the O f fer.
Switzerland
T he Of fers do n ot co n stit ute a p u blic of fering of sec u
rities p u r su a nt to Article 652a or Article 1156 of the S wiss
Federal C ode of Obligatio ns. T he in f o r mation presented in t
his docu ment does n ot neces sarily co m p ly with t he in f o r
mation stan dards set o ut in the SIX Swiss Ex c h a nge listi ng r
ules.
General
Neither th is announcement, the Tender Offer and Consent
Solicitation Memorandum n or the electro nic tran s mis sion
thereof co nstit utes an o ffer to b uy or the s olicitation of an
of fer to sell Notes (and te n ders of Notes f or p u rch a se p u
r s u a nt to the Of fers will n ot be accepted f rom Noteh o l der
s) in any cir c u msta nces in w hich su ch of fer or s olicitati
on is u nla w ful. In t h o se j u ris dictio ns w here the sec u
ritie s, blue s ky or other la ws req uire an O f fer to be made by
a licensed bro ker or dealer and any of the Joint Dealer Managers
or any of their af filiates is su ch a licensed bro ker or dealer
in a ny s uch j u ris dictio n, s u ch O f fer s hall be dee m ed
to be made by the relevant Joint Dealer Managers or s uch af
filiate, as t he ca se m ay be, on behalf of t he Of feror in s u
ch j u ris dictio n.
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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END
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October 27, 2021 13:09 ET (17:09 GMT)
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