Results of Debt Reduction Exercise

Wm Morrison Supermarkets Limited

03 June 2024

 

THIS ANNOUNCEMENT CONTAINS OR MAY CONTAIN INSIDE INFORMATION WITHIN THE MEANING 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, AS AMENDED.

For immediate release

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN, INTO OR TO ANY PERSON LOCATED OR RESIDENT IN THE UNITED STATES OF AMERICA, ITS TERRITORIES AND POSSESSIONS, ANY STATE OF THE UNITED STATES OF AMERICA OR THE DISTRICT OF COLUMBIA OR IN OR INTO OR TO ANY PERSON RESIDENT OR LOCATED IN ANY OTHER JURISDICTION WHERE IT IS UNLAWFUL TO RELEASE, PUBLISH OR DISTRIBUTE THIS ANNOUNCEMENT.

THIS ANNOUNCEMENT IS FOR INFORMATION ONLY AND IS NOT AN OFFER TO PURCHASE OR A SOLICITATION OF AN OFFER TO SELL ANY SECURITIES.

3 June 2024

MORRISONS ANNOUNCES RESULTS OF ITS DEBT REDUCTION EXERCISE

Further to the announcement of Wm Morrison Supermarkets Limited ("Morrisons") on 20 May 2024 (the "Announcement"), Morrisons today announces the successful results of the debt reduction exercise of the Group (as defined below), including an increase in the amount of the reduction following strong demand.

The Group will accept offers for the purchase of the Notes subject to the Tender Offers (as defined below) in an aggregate principal amount of £324,700,000 and participations in facility B1 and facility B2 loans under the Senior Facilities Agreement (as defined herein) in aggregate principal amounts of €774,752,590 and £115,605,917, respectively, which, once completed, and combined with the repayment of the £567,000,000 facility A loan under the Senior Facilities Agreement announced on 30 April 2024, will represent a substantial reduction of the outstanding indebtedness of the Group.

The debt reduction exercise underlines the Group's ongoing prudent approach to management of its capital structure. When this debt reduction exercise is concluded, the Group's debt will have been reduced by approximately 35% to approximately £4.0 billion from its peak of approximately £6.2 billion.

Lazard & Co., Limited has acted as independent financial advisor to Market Holdco 3 Limited and its consolidated subsidiaries (the "Group") in relation to the debt reduction exercise. HSBC Bank plc has acted as Dealer Manager for the Tender Offers and Purchase Agent under the Term Loan Solicitation (as defined herein).

Announcement of the results of the Tender Offers

Further to the Announcement, Morrisons hereby announces the results of: (i) the offer by Morrisons to the holders of its outstanding (a) £400,000,000 3.50 per cent. Notes due 2026 (Regulation S ISIN: XS0808629389; Regulation S Common Code: 080862938) to tender such notes for purchase by Morrisons for cash, (b) £300,000,000 4.750 per cent. Notes due 2029 (Regulation S ISIN: XS1083226321; Regulation S Common Code: 108322632) to tender for purchase such notes by Morrisons for cash and (c) £350,000,000 2.500 per cent. Notes due 2031 (Regulation S ISIN: XS2058692471; Regulation S Common Code: 205869247) to tender for purchase such notes by Morrisons for cash; (ii) the offer by Market Parent Finco plc to the holders of its outstanding 6.75 per cent. Senior Notes (Regulation S ISIN: XS2452425734; Regulation S Common Code: 245242573) to tender such notes for purchase by Market Parent Finco plc for cash; and (iii) the offer by Market Bidco Finco plc to the holders of its outstanding 5.500 per cent. Senior Secured Notes due 2027 (Regulation S ISIN: XS2470988101; Regulation S Common Code: 247098810) to tender for purchase such notes by Market Bidco Finco plc for cash (together, the "Tender Offers"), in each case made subject to the terms and conditions set out in the tender offer memorandum dated 20 May 2024 prepared by Morrisons, Market Parent Finco plc and Market Bidco Finco plc (the "Tender Offer Memorandum").

The Tender Offers were announced on 20 May 2024 and were made subject to the terms and conditions set out in the Tender Offer Memorandum. The expiration deadline for the Tender Offers was 4:00pm (London time) on 31 May 2024 (the "Expiration Deadline").

Capitalised terms used in this announcement but not defined have the meanings given to them in the Tender Offer Memorandum.

Following the Expiration Deadline, the Offerors have decided to accept Notes validly tendered for purchase in an aggregate principal amount of £324,700,000 as further set out below:

Offer	Series Acceptance Amount	Remaining aggregate principal amount of Notes outstanding following settlement
Senior Secured Notes Offer	£251,500,000	£823,500,000
2026 Notes Offer	£32,737,000	£4,130,000
2029 Notes Offer	£40,365,000	£4,729,000
2031 Notes Offer	£98,000	£0
Senior Notes Offer	£0	£1,200,000,000

The settlement date for the Tender Offers is expected to be 6 June 2024 (the "Settlement Date").

The aggregate amounts of the relevant Purchase Consideration and the Accrued Interest will be paid by or on behalf of the relevant Offeror, in immediately available funds, on the Settlement Date to such Clearing System for payment to the cash accounts of the relevant Noteholders in the Clearing System. Such payment shall discharge in full the relevant Offeror's obligations to all such Noteholders in respect of payment of the relevant Purchase Consideration and the Accrued Interest. If the relevant Offeror makes, or has been made on its behalf, full payment of the relevant Purchase Consideration and the Accrued Interest Payment for all Notes accepted for purchase pursuant to the relevant Offer to the Clearing Systems on or before the Settlement Date, under no circumstances will any additional interest be payable to a Noteholder because of any delay or failure in the transmission of funds from the relevant Clearing System or any other intermediary with respect to such Notes of that Noteholder (see "Payment Obligation" in the Tender Offer Memorandum).

Announcement of the results of the Term Loan Solicitation

Further to the Announcement, Morrisons hereby further announces the results of the term loan solicitation launched by Market Bidco Limited pursuant to a solicitation notice dated 29 May 2024 (the "Term Loan Solicitation"). HSBC Bank plc has been appointed as Purchase Agent in connection with the Term Loan Solicitation. The Term Loan Solicitation was launched by Market Bidco Limited on 29 May 2024 in respect of facilities B1 and B2 under the senior facilities agreement originally dated 3 November 2021 (as amended and/or amended and restated from time to time) among Market Holdco 3 Limited, Market Bidco Limited and the other parties named therein (the "Senior Facilities Agreement"), and offers by the lenders under such facilities to sell each such lender's participations in such facilities to the applicable borrowers under the Senior Facilities Agreement in relation to the Term Loan Solicitation were required to be made on or before 11:00 a.m. on 31 May 2024.

Market Bidco Limited has decided, on behalf of the applicable borrowers, to purchase participations validly offered pursuant to the Term Loan Solicitation in respect of facility B1 in the aggregate amount of €774,752,590 and in respect of facility B2 in the aggregate amount of £115,605,917. The Purchase Agent, as required, will communicate by noon on the date hereof to the applicable lenders the amount of their offered participations that have been accepted by Market Bidco Limited.

The purchase of the participations in facility B1 and/or facility B2 pursuant to the Term Loan Solicitation is expected to be completed and settled on or prior to 5 June 2024.

General

The complete terms and conditions of the Offers are set forth in the Tender Offer Memorandum.

Notes purchased in the Offers will be cancelled. Notes that have not been validly submitted or have been validly submitted but not accepted for purchase pursuant to the Offers will remain outstanding.

Noteholders who have tendered their Notes for purchase pursuant to the Offers are advised to check with the bank, securities broker or other Intermediary through which they hold their Notes to determine whether their tendered Notes have been accepted for purchase by the applicable Offeror.

Tender Offer Website: https://deals.is.kroll.com/morrisons.

Contact Details:

DEALER MANAGER

HSBC Bank plc

8 Canada Square
London E14 5HQ
United Kingdom

Email: [e-mail]

For information by telephone:

[phone]

Attention: Liability Management, DCM

TENDER AGENT

Kroll Issuer Services Limited
The Shard
32 London Bridge Street
London SE1 9SG
United Kingdom
Email: [e-mail]

For information by telephone:
[phone]
Attention: Thomas Choquet

None of the Offerors, the Guarantors, the Dealer Manager or the Tender Agent makes any recommendation as to whether Noteholders should tender any or all Notes. This announcement is not an offer to purchase any Notes or a solicitation of an offer to sell any Notes. The Offers are being made solely by means of the Tender Offer Memorandum, which this announcement should be read in conjunction with. The distribution of this announcement and the Tender Offer Memorandum in certain jurisdictions may be restricted by law. Persons into whose possession this announcement or the Offers come are required by the Offerors, the Dealer Manager and the Tender Agent to inform themselves about, and to observe, any such restrictions. If you are in any doubt as to the contents of this announcement or the Tender Offer Memorandum or the action you should take, you are recommended to seek your own financial and legal advice, including as to any tax consequences, immediately from your broker, bank manager, solicitor, accountant or other independent financial, tax or legal adviser.

United States

The Tender Offers are not being made, and will not be made, directly or indirectly in or into, or by use of the mail of, or by any means or instrumentality of interstate or foreign commerce of or of any facilities of a national securities exchange of, the United States or to any U.S. Person. This includes, but is not limited to, facsimile transmission, electronic mail, telex, telephone, the internet and other forms of electronic communication. The Notes may not be tendered in the Tender Offers by any such use, means, instrumentality or facility from or within the United States or by persons located or resident in the United States as defined in Regulation S under the Securities Act. Accordingly, copies of this announcement, the Tender Offer Memorandum and any other documents or materials relating to the Tender Offers are not being, and must not be, directly or indirectly mailed or otherwise transmitted, distributed or forwarded (including, without limitation, by custodians, nominees or trustees) in or into the United States or to any U.S. Person (as defined in Regulation S under the Securities Act). Any purported tender of Notes in the Tender Offers resulting directly or indirectly from a violation of these restrictions will be invalid and any purported tender of Notes made by, or by any person acting for the account or benefit of, a person resident or located in the United States, a U.S. Person or any agent, fiduciary or other intermediary acting on a non-discretionary basis for a principal giving instructions from within the United States will be invalid and will not be accepted.

Each Noteholder participating in the Tender Offers will represent that it is not a U.S. Person, it is not located in the United States and it is not participating in the Tender Offers from the United States, or it is acting on a non-discretionary basis for a principal located outside the United States that is not giving an order to participate in the Tender Offers from the United States and it is not a U.S. Person. For the purposes of this announcement and the above paragraph, "United States" means the United States of America, its territories and possessions, any state of the United States of America and the District of Columbia.

United Kingdom

The communication of this announcement, the Tender Offer Memorandum and any other documents or materials relating to the Tender 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 (i) 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")), (ii) persons who fall within Articles 43(2) of the Financial Promotion Order, which includes a member or a creditor of the Company, (iii) persons who fall within Article 49(a) to (d) of the Financial Promotion Order ("high net worth companies, unincorporated associations etc."), or (iv) any other persons to whom it may otherwise lawfully be made under the Financial Promotion Order.

European Economic Area (EEA)

In any European Economic Area (EEA) Member State (the "Relevant State"), the Tender Offers are only addressed to and are only directed at qualified investors in that Relevant State within the meaning of Regulation (EU) 2017/1129 of the European Parliament and of the Council of 14 June 2017, as amended (the "Prospectus Regulation").

Each person in a Relevant State who receives any communication in respect of the Tender Offers contemplated in this announcement and the Tender Offer Memorandum will be deemed to have represented, warranted and agreed to with the Dealer Manager and the Offerors that it is a qualified investor within the meaning of Article 2(e) of the Prospectus Regulation.

France

The Tender Offers are not being made, directly or indirectly, in the Republic of France other than to qualified investors (investisseurs qualifiés) within the meaning of Article 2(e) of the Prospectus Regulation and as defined in Article L.411-2 1° of the French Code monétaire et financier. Neither this announcement, the Tender Offer Memorandum nor any other documents or materials relating to the Tender Offers have been or shall be distributed in France other than to qualified investors (investisseurs qualifiés), and only qualified investors (investisseurs qualifiés) are eligible to participate in the Tender Offers. This announcement, the Tender Offer Memorandum and any other document or material relating to the Tender Offers have not been and will not be submitted for clearance to, nor be filed with or approved by, the Autorité des marchés financiers.

Italy

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

The Tender Offers are being carried out in the Republic of 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 or beneficial owners of the Notes that are located in Italy can tender some or all of their Notes pursuant to the Tender 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. 20307 of 15 February 2018, 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 Tender Offers.

 

END