26 Sep 2017 14:38
NOT FOR DISTRIBUTION IN OR INTO OR TO ANY PERSON LOCATED OR RESIDENT IN THE UNITED STATES, ITS TERRITORIES AND POSSESSIONS (INCLUDING PUERTO RICO, THE U.S. VIRGIN ISLANDS, GUAM, AMERICAN SAMOA, WAKE ISLAND AND THE NORTHERN MARIANA ISLANDS), ANY STATE OF THE UNITED STATES OR THE DISTRICT OF COLUMBIA OR IN OR INTO ANY OTHER JURISDICTION WHERE IT IS UNLAWFUL TO RELEASE, PUBLISH OR DISTRIBUTE THIS ANNOUNCEMENT.
Wm Morrison Supermarkets PLC announces final results of Tender Offers for (i) Safeway Limited's outstanding £200,000,000 6.125 per cent. Notes due 2018 and (ii) its outstanding €700,000,000 2.250 per cent. Notes due 2020 and £400,000,000 3.500 per cent. Notes due 2026
26 September 2017. Wm Morrison Supermarkets PLC (the Company) announces today the final results of its separate invitations to holders of (i) Safeway Limited's outstanding £200,000,000 6.125 per cent. Notes due 2018 (ISIN: XS0093004736) (the 2018 Notes) and (ii) the Company's outstanding (a) €700,000,000 2.250 per cent. Notes due 2020 (ISIN: XS0945158821) (the 2020 Notes) and (b) £400,000,000 3.500 per cent. Notes due 2026 (ISIN: XS0808629389) (the 2026 Notes and, together with the 2018 Notes and the 2020 Notes, the Notes and each a Series) to tender their Notes for purchase by the Company for cash (each such invitation an Offer and, together, the Offers).
The Offers were announced on 18 September 2017 and were made on the terms and subject to the conditions contained in the tender offer memorandum dated 18 September 2017 (the Tender Offer Memorandum). Capitalised terms used in this announcement but not defined have the meanings given to them in the Tender Offer Memorandum.
The results of the Offers reduce the level of gross debt outstanding and the resulting interest expense incurred by the Company. The transactions will incur a one-off cost for the Company of approximately £16 million that will be recognised outside of underlying profit before tax.
Final Consideration Amounts
The Company has decided to set the Final 2018 Notes Consideration Amount at £67,847,595.30 and the Final 2020 Notes and 2026 Notes Consideration Amount at £193,549,150.32 (using the Applicable Exchange Rate of €1 = £0.87988, where applicable).
2018 Notes
The Company will accept for purchase all 2018 Notes validly tendered pursuant to the relevant Offer with no pro rata scaling. Accordingly, the Series Acceptance Amount in respect of the 2018 Notes is £63,730,000.
Pricing in respect of the Offer for the 2018 Notes took place at around 11.00 a.m. (London time) today (the Pricing Time). The Company determined that the Purchase Price it will pay for 2018 Notes validly tendered and accepted for purchase will be 106.461 per cent. of the nominal amount of such 2018 Notes.
A summary of the final results of, and pricing for, the Offer for the 2018 Notes appears below:
Series Acceptance Amount | Benchmark Security Rate | Purchase Spread | Purchase Yield | Purchase Price1 | Accrued Interest1 2 |
£63,730,000 | 0.376 per cent. | 40 bps | 0.778 per cent. | 106.461 per cent. | 4.78 per cent. |
1. Expressed as a percentage of the nominal amount of the 2018 Notes. 2. Rounded to the nearest 0.01 per cent. | |||||
2020 Notes
The Company has decided to set the Series Acceptance Amount in respect of the 2020 Notes at €130,708,000. Accordingly, the Company will accept for purchase all 2020 Notes validly tendered pursuant to the relevant Offer with no pro rata scaling.
The Purchase Price the Company will pay for 2020 Notes validly tendered and accepted for purchase will be 106.412 per cent. of the nominal amount of such 2020 Notes.
A summary of the final results of, and pricing for, the Offer for the 2020 Notes appears below:
Series Acceptance Amount | Purchase Yield | Purchase Price3 | Accrued Interest3 4 |
€130,708,000 | -0.10 per cent. | 106.412 per cent. | 0.62 per cent. |
3. Expressed as a percentage of the nominal amount of the 2020 Notes. 4. Rounded to the nearest 0.01 per cent. | |||
2026 Notes
The Company has decided to set the Series Acceptance Amount in respect of the 2026 Notes at £66,123,000. Accordingly, the Company will accept for purchase 2026 Notes validly tendered pursuant to the relevant Offer subject to pro rata scaling at a Scaling Factor of 50.0 per cent., as further described in the Tender Offer Memorandum.
Pricing in respect of the Offer for the 2026 Notes took place at the Pricing Time. The Company determined that the Purchase Price it will pay for the 2026 Notes validly tendered and accepted for purchase will be 107.629 per cent. of the nominal amount of such 2026 Notes.
A summary of the final results of, and pricing for, the Offer for the 2026 Notes appears below:
Series Acceptance Amount | Benchmark Security Rate | Purchase Spread | Purchase Yield | Purchase Price5 | Accrued Interest5 6 |
£66,123,000 | 1.230 per cent. | 130 bps | 2.530 per cent. | 107.629 per cent. | 0.60 per cent. |
5. Expressed as a percentage of the nominal amount of the 2026 Notes. 6. Rounded to the nearest 0.01 per cent. | |||||
General
The Settlement Date in respect of the Notes accepted for purchase pursuant to the Offers is expected to be 28 September 2017. Following settlement of the Offers and cancellation of the relevant Notes accepted for purchase pursuant to the Offers, £71,320,000 in aggregate nominal amount of the 2018 Notes, €282,034,000 in aggregate nominal amount of the 2020 Notes and £317,577,000 in aggregate nominal amount of the 2026 Notes will remain outstanding.
The Company will also pay an Accrued Interest Payment in respect of Notes accepted for purchase pursuant to the Offers.
Commerzbank Aktiengesellschaft (Telephone: +49 (0) 69 136 59920; Attention: Liability Management; Email: liability.management@commerzbank.com) and The Royal Bank of Scotland plc (trading as NatWest Markets) (Telephone: +44 (0) 20 7678 5282; Attention: Liability Management; Email: liabilitymanagement@natwestmarkets.com) are acting as Dealer Managers for the Offers.
Lucid Issuer Services Limited (Telephone: + 44 (0) 20 7704 0880; Fax: +44 (0) 20 3004 1590, Attention: Victor Parzyjagla; Email: morrisons@lucid-is.com) is acting as Tender Agent for the Offers.
This announcement is released by Wm Morrison Supermarkets PLC and contains inside information for the purposes of Article 7 of the Market Abuse Regulation (EU) 596/2014 (MAR), encompassing information relating to the Offers described above. For the purposes of MAR and Article 2 of Commission Implementing Regulation (EU) 2016/1055, this announcement is made by Jonathan Burke, Company Secretary at Wm Morrison Supermarkets PLC.
THIS ANNOUNCEMENT RELATES TO THE DISCLOSURE OF INFORMATION THAT QUALIFIED AS INSIDE INFORMATION WITHIN THE MEANING OF ARTICLE 7(1) OF THE MARKET ABUSE REGULATION (EU) 596/2014.
DISCLAIMER This announcement must be read in conjunction with the Tender Offer Memorandum. No offer or invitation to acquire any securities is being made pursuant to this announcement. The distribution of this announcement and the Tender Offer Memorandum in certain jurisdictions may be restricted by law. Persons into whose possession this announcement and/or the Tender Offer Memorandum comes are required by each of the Company, the Dealer Managers and the Tender Agent to inform themselves about, and to observe, any such restrictions.