Announcement Of Early Results In Relation To WM Morrison Supermarkets PLC's Notes Due 2023, 2026, 2029 And 2031

NEW YORK and LONDON, Nov. 16, 2021 /PRNewswire/ -- Reference is made (x) to the Market Bidco Limited (the "Offeror") announcement dated 21 October 2021 relating 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, 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, and (y) to the Offeror's announcement dated 27 October 2021 relating to (a) increases by the Offeror of the Early Tender Premium and (b) extensions by the Offeror of the timetable for the Offers and Proposals in relation to the Notes (collectively, the "Announcements").

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. 

Early Results

The Offeror hereby announces the early results for its previously announced Offers and Proposals in relation to the Notes set forth below as of the previously announced Early Deadline of 16:00 hours, London time, on 10 November 2021.

As of the Early Deadline, Noteholders representing the aggregate principal amount of each series of Notes set forth in the table below under "Aggregate Principal Amount Tendered" have validly tendered their Notes in the relevant Offer (and have thereby concurrently voted in favour of the relevant Extraordinary Resolution to approve the applicable Proposal). In addition, as of the Early Deadline, Noteholders representing the aggregate principal amount of each series of Notes set forth in the table below under "Aggregate Principal Amount in relation to Voting Only Instructions" have submitted a valid Voting Only Instruction in favour of the relevant Extraordinary Resolution to approve the applicable Proposal.

* The remaining aggregate principal amount outstanding upon settlement of the Offers assuming (i) the Transaction Conditions have been satisfied (or, if applicable, waived) and all validly tendered Notes are accepted for purchase by or on behalf of the Offeror in accordance with the Tender Offer and Consent Solicitation Memorandum; and (ii) no further Notes are tendered at or prior to the Expiration Deadline, will be £181,613,000 of the 2023 Notes, £38,067,000 of the 2026 Notes, £73,778,000 of the 2029 Notes and £46,182,000 of the 2031 Notes.

Based on these results, the Company expects the relevant Extraordinary Resolution to be approved at each first Meeting of the Noteholders of the 2026 Notes, 2029 Notes and 2031 Notes.  The aggregate votes cast in favour of the relevant Extraordinary Resolution in respect of the 2023 Notes would also be sufficient to approve such Extraordinary Resolution if a second Meeting of the Noteholders of the 2023 Notes (the "Second Meeting") was called.

The expected remaining 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 indicative timetable set out below.  In addition, the timetable may also differ if the Meetings are required to be adjourned.

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 obligation of the Offeror (or, if directed by the Offeror, the Company or any of its affiliates) to accept for purchase, and to pay for, any Notes that are validly tendered and not validly revoked pursuant to each Offer or to pay the Early Tender Premium or Early Consent Premium, as applicable, in respect of a Proposal is subject to the terms and conditions set forth in the Tender Offer and Consent Solicitation Memorandum. 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 the first Meeting of the of the Noteholders of the 2023 Notes is adjourned and a Second Meeting is scheduled, the Expiration Date of the Offers regarding the 2023 Notes would likely be extending accordingly.

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: [email protected] 

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
mailto:[email protected] 

In London:
The Shard
32 London Bridge Street
London SE1 9SG
United Kingdom

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 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. This announcement has not been and shall not 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 has not been and will not be submitted for clearance to nor approved by the Autorité des Marchés Financiers.

Italy

This announcement has not been and will not 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 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.

SOURCE Clayton, Dubilier & Rice and Morrisons