Register for Digital Look

Company Announcements

Tender Offer

Related Companies

By LSE RNS

RNS Number : 0219R
Morrison(Wm.)Supermarkets PLC
18 September 2017
 

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 (the UNITED STATES) OR IN OR INTO ANY OTHER JURISDICTION WHERE IT IS UNLAWFUL TO RELEASE, PUBLISH OR DISTRIBUTE THIS ANNOUNCEMENT (SEE "OFFER AND DISTRIBUTION RESTRICTIONS" BELOW).

Wm Morrison Supermarkets PLC announces 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

18 September 2017. Wm Morrison Supermarkets PLC (the Company) announces today separate invitations to holders of (i) Safeway Limited's (Safeway) outstanding £200,000,000 6.125 per cent. Notes due 2018 (the 2018 Notes) and (ii) the Company's outstanding (a) €700,000,000 2.250 per cent. Notes due 2020 (the 2020 Notes) and (b) £400,000,000 3.500 per cent. Notes due 2026 (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).

Subject as further set out in the Tender Offer Memorandum (as defined below), the Company invites holders to tender (i) any and all of their 2018 Notes for purchase pursuant to the relevant Offer and (ii) their 2020 Notes and 2026 Notes for purchase pursuant to the relevant Offers up to an aggregate nominal amount of 2020 Notes and 2026 Notes such that the total amount payable for such Notes (or, where applicable, its Sterling Equivalent) is no greater than (i) £200,000,000 less (ii) the 2018 Notes Consideration Amount (as defined below), as further set out below. The Offers are being made on the terms and subject to the conditions contained in the tender offer memorandum dated 18 September 2017 (the Tender Offer Memorandum) prepared by the Company, and are subject to the offer restrictions set out below and as more fully described in the Tender Offer Memorandum.

Copies of the Tender Offer Memorandum are (subject to distribution restrictions) available from the Tender Agent as set out below. Capitalised terms used in this announcement but not defined have the meanings given to them in the Tender Offer Memorandum.

 

Notes

ISIN / Common Code

Outstanding Nominal Amount

Relevant Benchmark Security

Purchase Spread

2020 Notes Purchase Yield1

Amount subject to the relevant Offer

2018 Notes

XS0093004736 / 009300473

£135,050,000

1.25 per cent. UK Treasury Gilt due 22 July 2018 (ISIN: GB00B8KP6M44)

40 bps

N/A

Any and all

2020 Notes

XS0945158821 / 094515882

€412,742,000

N/A

N/A

-0.10 per cent.

Subject as set out herein, an aggregate nominal amount of 2020 Notes and 2026 Notes such that the total amount payable2 for such Notes (or, where applicable, its Sterling Equivalent) is no greater than (i) £200,000,000 less (ii) the 2018 Notes Consideration Amount

2026 Notes

 

XS0808629389 / 080862938

£383,700,000

1.5 per cent. UK Treasury Gilt due 22 July 2026 (ISIN: GB00BYZW3G56)

130 bps

N/A

1.              For information purposes only, the Purchase Price in respect of the 2020 Notes will, when determined in the manner described in the Tender Offer Memorandum on the basis of a Settlement Date of 28 September 2017, be 106.412 per cent. Should the Settlement Date in respect of any 2020 Notes accepted for purchase pursuant to the relevant Offer differ from 28 September 2017, the Purchase Price in respect of the 2020 Notes will be recalculated, all as further described in the Tender Offer Memorandum.

2.              Excluding for payment of Accrued Interest (each as defined below).

 

Rationale for the Offers

The Offers are being made in the context of the Company's ongoing focus on debt reduction. The Company intends to use its strong liquidity position to reduce the level of gross debt outstanding and the resulting interest expense.

Purchase Prices and Accrued Interest

In respect of each Series, the Company will pay, for any Notes of the relevant Series validly tendered and accepted for purchase by the Company pursuant to the relevant Offer, a purchase price for such Notes (each a Purchase Price) to be determined:

(a)           in the case of the 2018 Notes and the 2026 Notes, at or around 11.00 a.m. (London time) on 26 September 2017 (the Pricing Time) in the manner described in the Tender Offer Memorandum by reference to the sum (annualised in the case of the 2018 Notes) (such sum, in the case of the 2018 Notes, the 2018 Notes Purchase Yield and, in the case of the 2026 Notes, the 2026 Notes Purchase Yield) of:

(i)            the relevant Purchase Spread specified in the table above; and

(ii)           the relevant Benchmark Security Rate; and

(b)           in the case of the 2020 Notes, in the manner described in the Tender Offer Memorandum by reference to a fixed purchase yield of -0.10 per cent. (the 2020 Notes Purchase Yield and, together with the 2018 Notes Purchase Yield and the 2026 Notes Purchase Yield, the Purchase Yields and each a Purchase Yield).

Each Purchase Price will be determined in accordance with market convention and expressed as a percentage of the nominal amount of the Notes of the relevant Series accepted for purchase pursuant to the relevant Offer (rounded to the nearest 0.001 per cent., with 0.0005 per cent. rounded upwards), and is intended to reflect a yield to maturity of the Notes of the relevant Series on the Settlement Date based on the relevant Purchase Yield.

The Company will also pay an Accrued Interest Payment in respect of any Notes accepted for purchase pursuant to the relevant Offer(s).

2018 Notes Consideration Amount

If the Company decides to accept any 2018 Notes for purchase pursuant to the relevant Offer, the Company intends to accept for purchase all of the 2018 Notes that are validly tendered (the aggregate nominal amount of such validly tendered and accepted 2018 Notes being the 2018 Notes Acceptance Amount), with no pro rata scaling. The total amount payable by the Company for all of the 2018 Notes accepted for purchase pursuant to the relevant Offer (excluding all Accrued Interest Payments in respect of such 2018 Notes) is referred to as the 2018 Notes Consideration Amount.

2020 Notes and 2026 Notes Consideration Amount

If the Company decides to accept any 2020 Notes and/or 2026 Notes for purchase pursuant to the relevant Offer(s), the Company currently proposes to accept an aggregate nominal amount of such 2020 Notes and/or 2026 Notes such that the aggregate of:

(a)           the Sterling Equivalent of the total amount payable by the Company for all such 2020 Notes accepted for purchase pursuant to the relevant Offer; and

(b)           the total amount payable by the Company for all such 2026 Notes accepted for purchase pursuant to the relevant Offer,

in each case excluding all Accrued Interest Payments in respect of such Notes, is no greater than (a) £200,000,000 less (b) the 2018 Notes Consideration Amount (although the Company reserves the right, in its sole discretion, to allocate a significantly lower or a significantly higher amount for the purchase of 2020 Notes and/or 2026 Notes pursuant to the relevant Offer(s), the final amount so allocated for the purchase of Notes pursuant to the relevant Offers being the 2020 Notes and 2026 Notes Consideration Amount).

As a result of the foregoing, the 2020 Notes and 2026 Notes Consideration Amount will be directly affected by the amount of 2018 Notes accepted for purchase pursuant to the relevant Offer.

The Company will determine the allocation of the 2020 Notes and 2026 Notes Consideration Amount between each of the 2020 Notes and the 2026 Notes in its sole discretion, and reserves the right to accept significantly more or significantly less (or none) of either such Series as compared to the other such Series (the aggregate nominal amounts of such 2020 Notes and 2026 Notes accepted for purchase pursuant to the relevant Offers being the 2020 Notes Acceptance Amount and the 2026 Notes Acceptance Amount, respectively).

Scaling of 2020 Notes and 2026 Notes

In respect of each of the 2020 Notes and the 2026 Notes, if the Company decides to accept any validly tendered Notes of such Series for purchase pursuant to the relevant Offer and the aggregate nominal amount of the relevant Series validly tendered for purchase is greater than the 2020 Notes Acceptance Amount or the 2026 Notes Acceptance Amount, as applicable, the Company intends to accept such Notes for purchase on a pro rata basis such that the aggregate nominal amount of such Series accepted for purchase pursuant to the relevant Offer is no greater than such Series Acceptance Amount, as further set out in the Tender Offer Memorandum.

Tender Instructions

In order to participate in, and be eligible to receive the relevant Purchase Price and Accrued Interest Payment pursuant to the relevant Offer, Noteholders must validly tender their Notes by delivering, or arranging to have delivered on their behalf, a valid Tender Instruction that is received by the Tender Agent by 4.00 p.m. (London time) on 25 September 2017 (the Expiration Deadline).

Tender Instructions will be irrevocable except in the limited circumstances described in the Tender Offer Memorandum.

Tender Instructions must be submitted in respect of a minimum nominal amount of Notes of the relevant Series of no less than the minimum denomination for such Series, being £1,000 in respect of the 2018 Notes, €100,000 in respect of the 2020 Notes or £100,000 in respect of the 2026 Notes, and may thereafter be submitted in integral multiples of €1,000 or £1,000, as applicable. A separate Tender Instruction must be completed on behalf of each beneficial owner and in respect of each Series.

Indicative Timetable for the Offers

The Company may, in its sole discretion, extend, re-open, amend, waive any condition of or terminate an Offer at any time (subject to applicable law and as provided in the Tender Offer Memorandum) and the above times and dates are subject to the right of the Company to so extend, re-open, amend and/or terminate such Offer. 

Noteholders are advised to check with any bank, securities broker or other intermediary through which they hold Notes when such intermediary would need to receive instructions from a Noteholder in order for that Noteholder to be able to participate in, or (in the limited circumstances in which revocation is permitted) revoke their instruction to participate in, an Offer before the deadlines set out above.  The deadlines set by any such intermediary and each Clearing System for the submission and (where permitted) withdrawal of Tender Instructions will be earlier than the relevant deadlines set out above and in the Tender Offer Memorandum.

Unless stated otherwise, announcements in connection with the Offers will be made (i) by publication through RNS and (ii) by the delivery of notices to the Clearing Systems for communication to Direct Participants.  Such announcements may also be found on the relevant Reuters Insider Screen and be made by the issue of a press release to a Notifying News Service.  Copies of all such announcements, press releases and notices can also be obtained upon request from the Tender Agent, the contact details for which are below.  Significant delays may be experienced where notices are delivered to the Clearing Systems and Noteholders are urged to contact the Tender Agent for the relevant announcements during the course of the Offers.  In addition, Noteholders may contact the Dealer Managers for information using the contact details below.

Noteholders are advised to read carefully the Tender Offer Memorandum for full details of, and information on the procedures for, participating in the Offers.

Questions and requests for assistance in connection with (i) the Offers may be directed to the Dealer Managers, and (ii) the delivery of Tender Instructions may be directed to the Tender Agent, the contact details for each of which are set out below.

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.  This announcement and the Tender Offer Memorandum contain important information which should be read carefully before any decision is made with respect to the Offers.  If any Noteholder is in any doubt as to the contents of the Tender Offer Memorandum or the action it should take, it is recommended to seek its own financial advice, including in respect of any tax consequences, from its broker, bank manager, solicitor, accountant or other independent financial, tax or legal adviser.  Any individual or company whose Notes are held on its behalf by a broker, dealer, bank, custodian, trust company or other nominee must contact such entity if it wishes to tender such Notes pursuant to the Offers. None of the Company, Safeway, the Dealer Managers or the Tender Agent or any of their respective directors, employees or affiliates makes any recommendation whether Noteholders should tender Notes pursuant to the Offers.


Offer and Distribution Restrictions

The distribution of this announcement and/or the Tender Offer Memorandum in certain jurisdictions may be restricted by law.  Persons into whose possession this announcement and/or the Tender Offer Memorandum come(s) are required by each of the Company, Safeway, the Dealer Managers and the Tender Agent to inform themselves about, and to observe, any such restrictions. Nothing in this announcement nor the Tender Offer Memorandum constitutes an offer to buy or a solicitation of an offer to sell the Notes (and tenders of Notes in the Offers will not be accepted from any Noteholders) in any circumstances in which such offer or solicitation is unlawful. In those jurisdictions where the securities, blue sky or other laws require an Offer to be made by a licensed broker or dealer and either of the Dealer Managers or any of the Dealer Managers' respective affiliates is such a licensed broker or dealer in any such jurisdiction, such Offer shall be deemed to be made by such Dealer Manager or such affiliate, as the case may be, on behalf of the Company in such jurisdiction.

United States. The Offers are not being made, and will not be made, directly or indirectly, in or into, or by use of the mails 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.  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 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.  Accordingly, copies of this announcement, the Tender Offer Memorandum and any other documents or materials relating to the 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 persons located or resident in the United States.  Any purported tender of Notes in the Offers resulting directly or indirectly from a violation of these restrictions will be invalid and any purported tender of Notes made by a person located in the United States 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 an Offer will represent that it is not located in the United States and is not participating in such Offer 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 such Offer from the United States. For the purposes of this and the above paragraph, United States means the United States of America, 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 of America and the District of Columbia.

Italy. None of the Offers, this announcement, the Tender Offer Memorandum or any other document or materials relating to the Offers have been or will be submitted to the clearance procedures of the Commissione Nazionale per le Società e la Borsa (CONSOB) pursuant to Italian laws and regulations. Each Offer is being carried out in Italy as an exempted offer 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 Notes for purchase in the Offers through authorised persons (such as investment firms, banks or financial intermediaries permitted to conduct such activities in the Republic of Italy in accordance with the Financial Services Act, CONSOB Regulation No. 16190 of 29 October 2007, 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 vis-à-vis its clients in connection with the Notes or the Offers.

United Kingdom. The communication of this announcement, the Tender Offer Memorandum and any other documents or materials relating to the 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 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)) or persons who are within Article 43 of the Financial Promotion Order, or any other persons to whom it may otherwise lawfully be made under the Financial Promotion Order.

France. The Offers are not being made, directly or indirectly, to the public in the Republic of France (France).  Neither this announcement, the Tender Offer Memorandum nor any other document or material relating to the Offers has been or shall be distributed to the public in France and only (i) providers of investment services relating to portfolio management for the account of third parties (personnes fournissant le service d'investissement de gestion de portefeuille pour compte de tiers) and/or (ii) qualified investors (investisseurs qualifiés), other than individuals, acting for their own account, all as defined in, and in accordance with, Articles L.411-1, L.411-2 and D.411-1 of the French Code monétaire et financier, are eligible to participate in the Offers.  Neither this announcement nor the Tender Offer Memorandum have been or will be submitted for clearance to or approved by the Autorité des Marchés Financiers.

Belgium. None of this announcement, the Tender Offer Memorandum and any other documents or materials relating to the Offers have been submitted to or will be submitted for approval or recognition to the Belgian Financial Services and Markets Authority (Autoriteit voor financiële diensten en markten / Autorité des services marchés financiers) and, accordingly, the Offers may not be made in Belgium by way of a public offering, as defined in Articles 3 and 6 of the Belgian Law of 1 April 2007 on public takeover bids as amended or replaced from time to time. Accordingly, the Offers may not be advertised and the Offers will not be extended, and none of this announcement, the Tender Offer Memorandum nor any other documents or materials relating to the Offers (including any memorandum, information circular, brochure or any similar documents) has been or shall be distributed or made available, directly or indirectly, to any person in Belgium other than "qualified investors" in the sense of Article 10 of the Belgian Law of 16 June 2006 on the public offer of placement instruments and the admission to trading of placement instruments on regulated markets, acting on their own account. Insofar as Belgium is concerned, this announcement and the Tender Offer Memorandum have been issued only for the personal use of the above qualified investors and exclusively for the purpose of the Offers. Accordingly, the information contained in this announcement and the Tender Offer Memorandum may not be used for any other purpose or disclosed to any other person in Belgium.

 


This information is provided by RNS
The company news service from the London Stock Exchange
 
END
 
 
TENLPMLTMBMBMAR

Top of Page