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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