Morrison(Wm.)Supermarkets PLC Final Results of Put Rights (4419V)
13 Dezembro 2021 - 9:02AM
UK Regulatory
TIDM91WZ
RNS Number : 4419V
Morrison(Wm.)Supermarkets PLC
13 December 2021
Date: 13 December 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).
ANNOUNCEMENT OF FINAL RESULTS OF PUT RIGHTS IN RELATION TO
WM MORRISON SUPERMARKETS LIMITED'S NOTES DUE 2023, 2026, 2029
AND 2031
Reference is made to (w) 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, (x) 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, (y) the Offeror's
announcement dated 16 November 2021 relating to the Offers and
Proposals as of the Early Deadline and (z) the Offeror's
announcement dated 1 December 2021 relating to the final results of
the Offers and Proposals.
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 of Put Rights
The deadline to exercise the Put Right in respect of each Series
of Notes following a five-calendar-day put period expired on 6
December 2021 at 4:00 p.m., London time (the "Put Right Expiration
Deadline"). The Offeror hereby announces the final results of the
Put Right in relation to each Series of Notes set forth below.
As of the Put Right Expiration Deadline, Noteholders
representing the aggregate principal amount of each Series of Notes
set forth in the table below under "Aggregate Principal Amount Put"
exercised the relevant Put Right and validly put their Notes to the
Offeror. The Offeror accepted for purchase all of the Notes that
were validly put as of the Put Right Expiration Deadline and
settled payment of the principal amount of each Series of Notes
put, plus accrued interest to, but excluding, the settlement date,
on 8 December 2021.
Description of the Notes ISIN Code Aggregate Principal Amount Remaining Aggregate
Common Code Put Principal Amount Outstanding
(Regulation S Notes) Following Put Right
Expiration Date
GBP400,000,000 4.625 per cent. XS0717069073 GBP403,000 GBP181,110,000
Notes due
8 December 2023 071706907
(the "2023 Notes")
---------------------- ------------------------------ -----------------------------
GBP400,000,000 3.500 per cent. XS0808629389 GBP1,200,000 GBP36,867,000
Notes due 27 July 2026
(the "2026 Notes") 080862938
---------------------- ------------------------------ -----------------------------
GBP300,000,000 4.750 per cent. XS1083226321 GBP28,685,000 GBP45,093,000
Notes due
4 July 2029 108322632
(the "2029 Notes")
---------------------- ------------------------------ -----------------------------
GBP350,000,000 2.500 per cent. XS2058692471 GBP400,000 GBP1,231,000
Notes due
1 October 2031 205869247
(the "2031 Notes")
---------------------- ------------------------------ -----------------------------
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.
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.
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END
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(END) Dow Jones Newswires
December 13, 2021 07:02 ET (12:02 GMT)
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