TIDMMRW
RNS Number : 7486P
Clayton Dubilier & Rice LLP
21 October 2021
Date: 21 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
TER OFFER FOR WM MORRISON SUPERMARKETS PLC'S NOTES DUE 2023,
2026, 2029 AND 2031
Market Bidco Limited (the "Offeror") has today announced (a)
invitations to the holders of the series of notes referred to below
(in respect of each series, the "Noteholders") issued by Wm
Morrison Supermarkets PLC (the "Company") and guaranteed by Safeway
Limited (the "Guarantor") (each of the series of notes referred to
below, a "Series", and all outstanding notes of each Series
together, the "Notes") to tender the Notes for purchase by the
Offeror or, if directed by the Offeror, upon the completion of the
Acquisition (as defined below), the Company or any of its
affiliates, for cash (each such invitation, an "Offer" and,
together, the "Offers") at the relevant Purchase Price plus the
Early Tender Premium or Early Consent Premium (in each case as set
out below), as applicable , and (b) as agent of the Company,
solicitations for the approval by the Noteholders, by extraordinary
resolution at meetings convened by the Company, of (i) the waiver
of the Change of Control put right expected to arise upon the
completion of the Acquisition for each Series of Notes (the "Change
of Control Waiver") and (ii) certain modifications to the terms and
conditions (the "Conditions") of each Series of Notes to grant a
new put right (the "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 (in respect of each Series, a "Proposal" and, together, the
"Proposals") .
The Offeror will also pay accrued and unpaid interest in respect
of all Notes validly tendered and accepted for purchase by the
Offeror from (and including) the interest payment date for the
relevant Series of Notes immediately preceding the Settlement Date
to (but excluding) the Settlement Date (such payment being "Accrued
Interest").
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 GBP1.50 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 GBP1.50 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 GBP1.50 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 GBP1.50 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")
-------------- --------------- ----------------------------------------------------------------------------------------------- -------------------------------------------------------- ------------------------------------------------------- ------------------------------------------------------- ------------
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.
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.
Introduction to and Rationale for the Offers
On the terms and subject to the conditions contained in the
Tender Offer and Consent Solicitation Memorandum, the Offeror (a)
is inviting Noteholders (subject to the Offer and Distribution
Restrictions contained herein) to tender their 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, at the
relevant Purchase Price together with Accrued Interest and, where
applicable, the Early Tender Premium or Early Consent Premium, as
applicable, and (b) as agent of the Company, is soliciting approval
of the Noteholders, by extraordinary resolution at meetings
convened by the Company, of (i) the waiver of the Change of Control
put right expected to arise upon the completion of the Acquisition
for each Series of Notes and (ii) certain modifications to the
Conditions of each Series of Notes to grant a new put right to
Noteholders in connection with the Acquisition and certain related
and/or consequential modifications to the applicable Trust Deed, in
each case subject to the Transaction Conditions being satisfied or
waived by the Offeror.
The Offeror is making the Offers and Proposals to holders in
anticipation of the completion of the proposed acquisition by
Market Bidco Limited to acquire the entire issued and to be issued
ordinary share capital of the Offeror (the "Acquisition") in order
to enable it or, if directed by the Offeror, upon the completion of
the Acquisition, the Company or any of its affiliates, to acquire,
subject to the satisfaction of the Transaction Conditions, all of
the outstanding Notes that are validly tendered in the Offers.
Payment
The Offeror or, if directed by the Offeror, upon the completion
of the Acquisition, the Company or any of its affiliates, will pay
(i) the relevant Purchase Price for the relevant Notes validly
tendered and accepted by the Offeror for purchase pursuant to the
Offers; and (ii) Accrued Interest in respect of the Notes validly
tendered and accepted for purchase pursuant to the Offers, on the
Settlement Date for any Notes validly tendered at or prior to the
Expiration Deadline and accepted by it for purchase pursuant to the
Offers.
Each Noteholder that validly tenders its Notes at or prior to
the Early Deadline (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, an additional cash payment for
the tender of its Notes (the "Early Tender Premium") equal to
GBP1.50 per GBP1,000 in principal amount of such Notes, 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.
In addition, if any Noteholder does not validly tender its Notes
in an Offer but (i) submits a voting instruction in favour of the
relevant extraordinary resolution to approve the applicable
Proposal that is received by the Tabulation and Tender Agent at or
prior to the Early Deadline (and is not revoked, in the limited
circumstances in which revocation is permitted under the Tender
Offer and Consent Solicitation, subject to applicable law and
provisions of the applicable Trust Deed) and (ii) the extraordinary
resolution in respect of such Series is passed, the relevant
supplemental Trust Deed is executed by the Company, the Guarantor
and the Trustee and the Transaction Conditions are satisfied or
waived, such Noteholder will receive an additional cash payment for
its vote in favour of the relevant extraordinary resolution (the
"Early Consent Premium") equal to GBP0.50 per GBP1,000 in principal
amount of such Notes, 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.
Change of Control Waiver
The Offeror, as agent of the Company, considers that the
completion of the Acquisition would constitute a Change of Control
under the relevant Trust Deeds. The Offeror, as agent of the
Company, is therefore soliciting consents from Noteholders for a
one-time waiver of the Change of Control put right which would
otherwise give Noteholders the right to require the Company to
purchase their Notes at the applicable price set forth under the
relevant Trust Deed upon completion of the Acquisition following
the occurrence of a Rating Downgrade.
If given effect, the Change of Control Waiver would mean that
upon the completion of the Acquisition and in the event of a Rating
Downgrade, the Noteholders would not have the right to require the
Company to redeem or purchase Notes pursuant to the relevant
Condition. However, the Change of Control provisions of the Notes
would continue to apply in respect of any future relevant events
(other than the Acquisition).
Put Right
The Put Right, if approved by Noteholders of the relevant
Series, will give each Noteholder the option to require the Company
to redeem that Noteholder's Notes at their principal amount plus
Accrued Interest during a put period beginning from the date of the
approval of the relevant extraordinary resolution and the execution
of the relevant Supplemental Trust Deed (the "Effective Date") and
ending five calendar days following the Effective Date.
Indicative Timetable
The expected timetable of events will be as follows:
Date and Time (all times are London time, unless Action
otherwise stated)
21 October 2021 Commencement of the Offers and Notices of Meetings for
Proposals
Offers and Meetings announced by way of announcements
on the relevant RIS (as defined below),
through the Clearing Systems and through the regulatory
news service of the London Stock Exchange.
Tender Offer and Consent Solicitation Memorandum
available from the Offer Website (as defined
below) run by the Tabulation and Tender Agent:
www.lucid-is.com/morrison.
Notices of Meetings are given to the Noteholders.
4 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 (each as defined below) 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.
19 November 2021 at Voting Only Deadline
10:00 hours Deadline for receipt by the Tabulation and Tender Agent
of all Voting Only Instructions.
19 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.
24 November 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.
25 November 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.
30 November 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 (as defined below).
1 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 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.
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 19 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, 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
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( ) 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 w ill 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 h e 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 h e 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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