TIDM91WZ
RNS Number : 4487J
Wm Morrison Supermarkets Limited
26 April 2022
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES
OF ARTICLE 7 OF THE MARKET ABUSE REGULATION (EU) 596/2014 AS IT
FORMS PART OF UK DOMESTIC LAW BY VIRTUE OF THE EUROPEAN UNION
(WITHDRAWAL) ACT 2018 ("UK MAR").
THIS ANNOUNCEMENT IS FOR INFORMATIONAL PURPOSES ONLY, AND DOES
NOT CONSTITUTE OR FORM PART OF ANY OFFER OR INVITATION TO SELL OR
ISSUE, OR ANY SOLICITATION OF AN OFFER TO PURCHASE OR SUBSCRIBE
FOR, ANY SECURITIES OF MARKET BIDCO FINCO PLC. THIS ANNOUNCEMENT IS
NOT FOR PUBLICATION, DISTRIBUTION OR RELEASE, DIRECTLY OR
INDIRECTLY, IN OR INTO THE UNITED STATES OR ANY JURISDICTION IN
WHICH THE PUBLICATION, DISTRIBUTION OR RELEASE WOULD BE UNLAWFUL.
PLEASE SEE THE IMPORTANT NOTICE AT THE END OF THIS
ANNOUNCEMENT.
Wm Morrison Supermarkets Limited Announces Pricing by Market
Bidco Finco Plc of GBP1,075 Million GBP Senior Secured Notes
London, United Kingdom, April 26, 2022 - Wm Morrison
Supermarkets Limited (the "Company") announced today the pricing by
Market Bidco Finco Plc (the "Senior Secured Notes Issuer"), a
wholly owned subsidiary of the Company's indirect parent, Market
Holdco 3 Limited ("Parent"), of the Senior Secured Notes Issuer's
GBP1,075,000,000 aggregate principal amount of its 5 1/2 % Senior
Secured Notes due 2027 (the "GBP Senior Secured Notes"). The
closing of the offering is expected to occur on May 13, 2022,
subject to customary closing conditions. The principal indirect
beneficial owners of the Senior Secured Notes Issuer are funds
managed or advised by Clayton, Dubilier & Rice, LLC
("CD&R").
The Senior Secured Notes Issuer intends to use the proceeds from
the offering to repay a portion of the loans outstanding under the
senior secured bridge loan facility drawn upon by Market Bidco
Limited ("Bidco"), a wholly-owned subsidiary of Parent, in
connection with the financing of Bidco's acquisition of the entire
share capital of the Company effected by means of the Scheme of
Arrangement under Part 26 of the Companies Act 2006, dated
September 25, 2021, which became effective on October 27, 2021.
Application will be made for the GBP Senior Secured Notes to be
listed on the Official List of The International Stock Exchange
(the "Exchange") and to trade the GBP Senior Secured Notes on the
Exchange market thereof.
For further information please contact:
Rebecca Jones, Head of Finance - Investor Relations, 07581 151
837
Richard Nichols, Finance Director - Tax and Treasury, 07964 109
866
Important Notice
This announcement is released by the Company and contains
information that qualified or may have qualified as inside
information for the purposes of Article 7 of UK MAR, encompassing
information relating to the offering described above. For the
purposes of UK MAR and Article 2 of Commission Implementing
Regulation (EU) 2016/1055 as it forms part of UK domestic law by
virtue of the European Union (Withdrawal) Act 2018, this
announcement is made by Jonathan Burke, Company Secretary of the
Company.
This announcement is not an offer to sell or purchase, or a
solicitation of an offer to sell or purchase the GBP Senior Secured
Notes, and shall not constitute an offer, solicitation or sale in
any state or jurisdiction in which, or to any person to whom such
an offer, solicitation or sale would be unlawful.
The GBP Senior Secured Notes are being offered only to persons
reasonably believed to be qualified institutional buyers in
reliance on Rule 144A under the Securities Act of 1933, as amended
(the "Securities Act"), and outside the United States only to
non-U.S. investors pursuant to Regulation S under the Securities
Act. The GBP Senior Secured Notes have not been and will not be
registered under the Securities Act, or the securities laws of any
other jurisdiction, and may not be offered or sold in the United
States absent registration or an applicable exemption from
registration requirements.
In member states of the European Economic Area (the "EEA"), this
announcement and any offer of the securities referred to herein in
any member state of the EEA (each, a "Member State") will be made
pursuant to an exemption under the Prospectus Regulation from the
requirement to publish a prospectus for offers of the securities
referred to herein. Accordingly, any person making or intending to
make an offer in a Member State of GBP Senior Secured Notes which
are the subject of the offering contemplated may only do so in
circumstances in which no obligation arises for the Senior Secured
Notes Issuer or any of the initial purchasers to publish a
prospectus pursuant to Article 3 of the Prospectus Regulation, in
each case, in relation to such offer. Neither the Senior Secured
Notes Issuer nor the initial purchasers have authorised, nor do
they authorise, the making of any offer of GBP Senior Secured Notes
in circumstances in which an obligation arises for the Senior
Secured Notes Issuer or the initial purchasers to publish a
prospectus for such offer. The expression "Prospectus Regulation"
means Regulation (EU) 2017/1129.
In the United Kingdom (the "UK"), this announcement and any
offer of the securities referred to herein in the UK will be made
pursuant to an exemption under the UK Prospectus Regulation from
the requirement to publish a prospectus for offers of the
securities referred to herein. Accordingly, any person making or
intending to make an offer in the UK of GBP Senior Secured Notes
which are the subject of the offering contemplated may only do so
in circumstances in which no obligation arises for the Senior
Secured Notes Issuer or any of the initial purchasers to publish a
prospectus pursuant to article 3 of the UK Prospectus Regulation,
in each case, in relation to such offer. Neither the Senior Secured
Notes Issuer nor the initial purchasers have authorised, nor do
they authorise, the making of any offer of GBP Senior Secured Notes
in circumstances in which an obligation arises for the Senior
Secured Notes Issuer or the initial purchasers to publish a
prospectus for such offer. The expression "UK Prospectus
Regulation" means Regulation (EU) 2017/1129 as it forms part of UK
domestic law by virtue of the European Union (Withdrawal) Act
2018.
This announcement does not constitute an invitation or
inducement to engage in investment activity within the meaning of
the UK Financial Services and Markets Act 2000 (the "FSMA"). This
document is only being distributed to and is only directed at: (i)
persons who are outside the UK; (ii) persons who are investment
professionals within the meaning of Article 19(5) of the Financial
Services and Markets Act 2000 (Financial Promotion) Order 2005 (the
"Order"); (iii) persons falling within Article 49(2)(a) to (d) of
the Order (high net worth entities, unincorporated associations,
etc.); or (iv) persons to whom an invitation or inducement to
engage in investment activity (within the meaning of section 21 of
the FSMA) in connection with the issue or sale of any securities
may otherwise lawfully be communicated or caused to be communicated
(all such persons together being referred to as "relevant
persons"). The GBP Senior Secured Notes are available only to, and
any invitation or offer may be directed at, or any agreement to
subscribe for, purchase or otherwise acquire, any securities will
be engaged in only with, in the UK, relevant persons and, in any
other jurisdiction, persons to whom it can lawfully be communicated
and who may lawfully engage in such investment activity. Any person
in the UK who is not a relevant person should not act or rely on
this announcement or any of its contents.
MiFIR professionals / ECPs only / No PRIIPs / UK PRIIPs KID -
Manufacturer target market (MiFID II product governance) is
eligible counterparties and professional clients only (all
distribution channels). No PRIIPs regulation key information
document (KID) has been prepared as the GBP Senior Secured Notes
are not available to retail investors in the EEA or the UK.
Forward-looking statements
Certain statements in this announcement are forward-looking.
Where the announcement includes forward-looking statements, these
are made by the Directors in good faith based on the information
available to them at the time of their approval of this report.
Such statements are based on current expectations and are subject
to a number of risks and uncertainties, including both economic and
business risk factors that could cause actual events or results to
differ materially from any expected future events or results
referred to in these forward-looking statements. Unless otherwise
required by applicable law, regulation or accounting standards, the
Senior Secured Notes Issuer undertakes no obligation to update any
forward-looking statements whether as a result of new information,
future events or otherwise.
This information is provided by RNS, the news service of the
London Stock Exchange. RNS is approved by the Financial Conduct
Authority to act as a Primary Information Provider in the United
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END
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April 27, 2022 02:00 ET (06:00 GMT)
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