Announcement Of Final Results Of Offers And Proposals In Relation To Wm Morrison Supermarkets Limited's Notes Due 2023, 2026, 2029 And 2031

NEW YORK and LONDON, Dec. 1, 2021 /PRNewswire/ -- Reference is made to (x) 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 Limited (formerly 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, (y) 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 and (z) the Offeror's announcement dated 16 November 2021 relating to the Offers and Proposals as of the Early Deadline.

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. 

Final Results

The Offers to tender Notes and the deadline to submit Voting Only Instructions in relation to the Extraordinary Resolution in respect of each Series of Notes expired on 26 November 2021 at 10:00 a.m., London time. The Offeror confirms that each of the Transaction Conditions has been satisfied as of the date hereof and hereby announces the final results for the Offers and Proposals in relation to each Series of Notes set forth below.

As of the Expiration Deadline, Noteholders representing the aggregate principal amount of each Series of Notes set forth in the table below under "Aggregate Principal Amount Tendered" validly tendered their Notes in the relevant Offer (and thereby concurrently voted in favour of the relevant Extraordinary Resolution to approve the applicable Proposal). The Offeror hereby accepts for purchase all of the Notes that have been validly tendered as of the Expiration Deadline. The Settlement Date for the Offers and the payment of the Purchase Price, Accrued Interest, Early Tender Premium and Early Consent Premium, as applicable, to eligible Noteholders will be on 2 December 2021.

In addition, as of the Voting Only 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 Voting in Favour" submitted a valid Voting Only Instruction in favour of the relevant Extraordinary Resolution to approve the applicable Proposal. At the duly convened and quorate Meetings held via teleconference on 1 December 2021 at 10:00 a.m., 10:30 a.m., 11:00 a.m. and 11:30 a.m., London time, for the 2023 Notes, the 2026 Notes, the 2029 Notes and the 2031 Notes, respectively, the Extraordinary Resolution proposed at the applicable Meeting to adopt the relevant Proposal for each Series of Notes was duly passed. As of the date hereof, the Company, the Guarantor and the Trustee have executed and entered into the Fourth Supplemental Trust Deed in respect of the Proposal for each Series of Notes. The commencement date for the five-calendar-day period to exercise the Put Right for each Series of Notes is 2 December 2021, and the deadline to exercise the Put Right for each Series of Notes is 6 December 2021. Notwithstanding the foregoing, the Clearing Systems, their respective participants or other securities intermediaries through which Notes are held and the Paying Agent will establish their own cut-off dates and times for the exercise of the applicable Put Right, which will be earlier than the deadline to exercise the Put Right.

Assuming that no additional Notes are validly put in connection with the Put Right, the remaining aggregate principal amount outstanding upon settlement of the Offers will be approximately £181.5 million of the 2023 Notes, £38.1 million of the 2026 Notes, £73.8 million of the 2029 Notes and £1.6 million of the 2031 Notes. Any Note in connection with which the Put Right is exercised and is purchased by the Company will be purchased at its principal amount, together with an amount equal to accrued interest to, but excluding, the Settlement Date of the Put Right indicated below.

Expected Timetable

The expected timetable of events is set forth below. 

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
Email: [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.

General

Neither this announcement nor the electronic transmission thereof constitutes an offer to buy or the solicitation of an offer to sell Notes in any circumstances in which such offer or solicitation is unlawful. Noteholders wishing to exercise the Put Right should consult with their own financial and legal advisors as needed to assist them in making a decision whether to exercise the Put Right and to advise them whether they are legally permitted to do so under the laws of the applicable jurisdiction.

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.

United States

The Notes have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the "Securities Act"), or with any securities regulatory authority of any state or other jurisdiction of the United States and may not be offered or sold in the United States, except in a registered transaction under the Securities Act or in a transaction in reliance on an exemption therefrom.

SOURCE Clayton, Dubilier & Rice; Morrisons