26 Sep 2017 09:47
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 indicative 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 indicative 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.
If the Company decides to accept any Notes validly tendered pursuant to the Offers, the results of the relevant Offer(s) will reduce the level of gross debt outstanding and the resulting interest expense incurred by the Company.
Expected Series Acceptance Amounts
As at the Expiration Deadline, the Company had received valid tenders for purchase pursuant to the Offers of (i) £63,730,000 in aggregate nominal amount of 2018 Notes, (ii) €130,708,000 in aggregate nominal amount of 2020 Notes and (iii) £133,515,000 in aggregate nominal amount of 2026 Notes.
The Company is pleased with the strong response received from Noteholders and if it decides to accept Notes validly tendered pursuant to the Offers, the Company expects that each Series Acceptance Amount, and the Scaling Factor that will be applied to 2026 Notes as a consequence, will be set as follows:
Series Expected Series Acceptance Amount Expected Scaling Factor
2018 Notes £63,730,000 N/A
2020 Notes €130,708,000 N/A
2026 Notes £66,123,000 50.0 per cent.
Noteholders should note that this is a non-binding indication of the level at which the Company expects to set each Series Acceptance Amount, and the Scaling Factor that may apply to 2026 Notes as a consequence.
Pricing for the Offers will take place at or around 11.00 a.m. (London time) today (the Pricing Time). As soon as reasonably practicable after the Pricing Time, the Company will announce whether it will accept valid tenders of Notes pursuant to all or any of the Offers and, if so accepted, the 2018 Notes Consideration Amount, the 2020 Notes and 2026 Notes Consideration Amount, each Series Acceptance Amount, the 2018 Notes Purchase Yield, the 2026 Notes Purchase Yield, each Benchmark Security Rate, each Purchase Price, the Applicable Exchange Rate and any Scaling Factors that will be applied to 2020 Notes and/or 2026 Notes, as applicable.
The Settlement Date in respect of the Notes accepted for purchase pursuant to the Offers is expected to be 28 September 2017.
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.