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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October 21, 2021 02:00 ET (06:00 GMT)

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