MRW.L Regulatory News (MRW)

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF THAT JURISDICTION

FOR IMMEDIATE RELEASE

10 September 2021

RECOMMENDED OFFER

for

WM MORRISON SUPERMARKETS PLC

by

MARKET BIDCO LIMITED

(a newly incorporated entity formed by Clayton, Dubilier & Rice, LLP in its capacity as adviser to Clayton, Dubilier & Rice, LLC as manager of CD&R Fund XI)

Update on Financing Arrangements

On 19 August 2021, the boards of Morrisons and Bidco announced that they had reached agreement on the terms of a recommended cash offer by Bidco of the entire issued and to be issued share capital of Morrisons, to be effected by means of a scheme of arrangement under Part 26 of the Companies Act 2006 (the "Announcement").

Bidco entered into an amendment letter on 8 September 2021, supplemental to (i) the commitment letter dated 6 August 2021 (as amended pursuant to an amendment letter dated 12 August 2021 and an amendment letter dated 17 August 2021); and (ii) the senior facilities fee letter dated 6 August 2021 (as amended pursuant to an amendment letter dated 12 August 2021 and an amendment letter dated 17 August 2021), to extend the deadline for admitting additional arrangers to 11.59 p.m. on 10 September 2021 (the "Amendment Letter").

This announcement and the Amendment Letter will be made available on CD&R's website at https://www.cdr-inc.com/Morrisons-microsite.

Unless otherwise defined, all capitalised terms in this announcement shall have the meaning given to them in the Announcement.

Enquiries:

Further information

Goldman Sachs International ("Goldman Sachs"), which is authorised by the PRA and regulated by the FCA and the PRA in the United Kingdom, is acting exclusively for Bidco and CD&R and no one else in connection with the CD&R Offer and will not be responsible to anyone other than Bidco and CD&R for providing the protections afforded to clients of Goldman Sachs or for giving advice in connection with the CD&R Offer or this announcement or any transaction or arrangement referred to herein.

J.P. Morgan Securities plc, which conducts its UK investment banking business as J.P. Morgan Cazenove ("J.P. Morgan Cazenove") and which is authorised in the United Kingdom by the PRA and regulated by the PRA and the FCA, is acting as financial adviser exclusively for Bidco and Clayton, Dubilier & Rice, LLC and no one else in connection with the CD&R Offer and will not regard any other person as its client in relation to the CD&R Offer and will not be responsible to anyone other than Bidco and Clayton, Dubilier & Rice, LLC for providing the protections afforded to clients of J.P. Morgan Cazenove or its affiliates, nor for providing advice in relation to the CD&R Offer or any other matter or arrangement referred to herein.

This announcement is for information purposes only and is not intended to, and does not, constitute or form part of any offer or invitation to purchase, otherwise acquire, subscribe for, sell or otherwise dispose of, any securities or the solicitation of any vote or approval in any jurisdiction pursuant to the CD&R Offer or otherwise nor shall there be any sale, issuance or transfer of securities of Morrisons in any jurisdiction in contravention of applicable law. The CD&R Offer will be made solely through the Scheme Document (or, if the CD&R Offer is implemented by way of a Takeover Offer, the CD&R Offer Document), which will contain the full terms and conditions of the CD&R Offer, including details of how to vote in respect of the CD&R Offer. Any vote in respect of, acceptance or other response to the CD&R Offer should be made only on the basis of the information contained in the Scheme Document (or, if the CD&R Offer is implemented by way of a Takeover Offer, the CD&R Offer Document).

Publication on a website

This announcement and the documents required to be published pursuant to Rule 26.1 of the Takeover Code will be available, subject to certain restrictions relating to persons resident in Restricted Jurisdictions, on CD&R's website at https://www.cdr-inc.com/Morrisons-microsite and on Morrisons' website at https://www.morrisons-corporate.com/investor-centre/offer-from-cdr promptly and in any event by no later than 12 noon on the Business Day following the publication of this announcement. The content of the websites referred to in this announcement is not incorporated into and does not form part of this announcement.