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

NEW YORK and LONDON, Oct. 21, 2021 /PRNewswire/ -- 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").  

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 £1.50 per £1,000 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 £0.50 per £1,000 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:

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:

BNP Paribas
10 Harewood Avenue
London NW1 6AA
United Kingdom

For information by telephone: +44 20 7595 8277
Attention: Liability Management
Email: [email protected]

GLOBAL CO-ORDINATORS AND ACTIVE DEALER MANAGERS

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: [email protected]

DEALER MANAGERS

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

Attention: Liability Management Group
Email: [email protected]

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

For information by telephone: + 44 20 7090 6134
Attention: Liability Management
Email: [email protected]

THE TABULATION AND TENDER AGENT

Lucid Issuer Services Limited
Email: [email protected]

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

OFFER AND DISTRIBUTION RESTRICTIONS

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

United Kingdom

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

France

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

Italy

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

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

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

Each intermediary must comply with the applicable laws and regulations concerning information duties vis-à-vis its clients in connection with the Notes or the Offer.  

Switzerland

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

General

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

Rule 26.1 Disclosure

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

SOURCE Clayton, Dubilier & Rice and Morrisons

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