TIDMMRW
RNS Number : 2466U
Morrison(Wm.)Supermarkets PLC
16 January 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 GBP200,000,000 6.125 per cent. Notes
due 2018 and (ii) its outstanding EUR700,000,000 2.250 per cent.
Notes due 2020 and GBP400,000,000 3.500 per cent. Notes due
2026
16 January 2017. Wm Morrison Supermarkets PLC (the Company)
announces today separate invitations to holders of (i) Safeway
Limited's (Safeway) outstanding GBP200,000,000 6.125 per cent.
Notes due 2018 (the 2018 Notes) and (ii) its outstanding (a)
EUR700,000,000 2.250 per cent. Notes due 2020 (the 2020 Notes) and
(b) GBP400,000,000 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 Notes for
purchase pursuant to the Offers up to an aggregate nominal amount
of such Notes of GBP180,000,000 (or, where applicable, its Pounds
Sterling equivalent), such amount to be allocated between the
Series in the order of priority set out below. The Offers are being
made on the terms and subject to the conditions contained in the
tender offer memorandum dated 16 January 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.
Summary of the Offers
Relevant Target
ISIN / Common Outstanding Benchmark Acceptance
Priority Notes Code Nominal Amount Security or Rate Purchase Spread Amount
--------- ----------- ------------------ ------------------ ----------------- ---------------- -----------------
1 2018 Notes XS0093004736 / GBP200,000,000 1.25 per cent. 90 bps Subject as set
009300473 UK Treasury Gilt out herein, the
due 22 July 2018 Pounds Sterling
(ISIN: equivalent of
GB00B8KP6M44) the aggregate
nominal amount
of 2018 Notes
and/or 2020
Notes of up to
GBP180,000,000
in total
--------- ----------- ------------------ ------------------ ----------------- ---------------- -----------------
2020 Notes XS0945158821 / EUR579,847,000 2020 Notes 15 bps
094515882 Interpolated
Mid-Swap Rate
--------- ----------- ------------------ ------------------ ----------------- ---------------- -----------------
2 2026 Notes XS0808629389 / GBP383,700,000 1.5 per cent. UK 150 bps Subject as set
080862938 Treasury Gilt out herein, an
due 22 July 2026 aggregate
(ISIN: nominal amount
GB00BYZW3G56) of 2026 Notes of
up to (i)
GBP180,000,000
less (ii) the
Pounds Sterling
equivalent of
the aggregate
nominal amount
(if any) of 2018
Notes and/or
2020 Notes
accepted for
purchase
pursuant to the
relevant
Offer(s)
--------- ----------- ------------------ ------------------ ----------------- ---------------- -----------------
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 at or around
11.00 a.m. (London time) on 24 January 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) (each such sum,
a Purchase Yield) of:
(i) the relevant Purchase Spread specified in the table above; and
(ii) in the case of (a) the 2018 Notes and 2026 Notes, the
relevant Benchmark Security Rate or (b) the 2020 Notes, the 2020
Notes Interpolated Mid-Swap Rate.
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).
The next interest payment date in respect of the 2026 Notes
falls on 27 January 2017. Accordingly, the Company shall not pay an
Accrued Interest Payment in respect of any 2026 Notes accepted for
purchase pursuant to the relevant Offer on the basis of a
Settlement Date of 27 January 2017 as accrued interest on the 2026
Notes shall be payable to the relevant Noteholders in accordance
with and subject to the terms and conditions of the 2026 Notes.
Should the Settlement Date in respect of any 2026 Notes accepted
for purchase pursuant to the relevant Offer be earlier or later
than 27 January 2017, the Company will pay an Accrued Interest
Payment in respect of such 2026 Notes.
Final Acceptance Amounts
If the Company decides to accept any 2018 Notes and/or 2020
Notes for purchase pursuant to the relevant Offer(s), the Company
proposes that the aggregate nominal amount of such 2018 Notes (if
any) and 2020 Notes (if any) (converted, in the case of the 2020
Notes, into Sterling at the GBP/EUR Applicable Exchange Rate) which
it will accept for purchase pursuant to the relevant Offer(s) will
be up to an amount equal to GBP180,000,000, although the Company
reserves the right, in its sole discretion, to accept significantly
more or significantly less than (or none of) such amount of 2018
Notes and/or 2020 Notes for purchase pursuant to the relevant
Offer(s) (the final nominal amount of such 2018 Notes so accepted
for purchase together with the Sterling Equivalent of the final
nominal amount of such 2020 Notes so accepted for purchase being
the Final 2018 Notes and 2020 Notes Acceptance Amount). The Company
will determine the allocation of the Final 2018 Notes and 2020
Notes Acceptance Amount between each of the 2018 Notes and the 2020
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.
If the Company decides to accept any 2026 Notes for purchase
pursuant to the relevant Offer, the Company proposes that the
aggregate nominal amount of 2026 Notes (if any) which it will
accept for purchase pursuant to the relevant Offer will be up to an
amount equal to (i) GBP180,000,000 less (ii) the Final 2018 Notes
and 2020 Notes Acceptance Amount, although the Company reserves the
right, in its sole discretion, to accept significantly more or
significantly less than (or none of) such amount of 2026 Notes for
purchase pursuant to the relevant Offer (the final nominal amount
of such Notes accepted for purchase pursuant to such Offers being
the Final 2026 Notes Acceptance Amount).
The Company does not intend to accept any 2026 Notes for
purchase pursuant to the relevant Offer unless it has accepted all
valid tenders of 2018 Notes and 2020 Notes in full, with no pro
rata scaling.
Scaling
In respect of each Series, 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 is greater than the relevant Series
Acceptance Amount, 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 23 January 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 GBP1,000 in respect of
the 2018 Notes, EUR100,000 in respect of the 2020 Notes or
GBP100,000 in respect of the 2026 Notes, and may thereafter be
submitted in integral multiples of EUR1,000 or GBP1,000, 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
Events Times and Dates
(All times are London time)
Commencement of the Offers
Offers announced. Tender Offer Memorandum available from Monday, 16 January 2017
the Tender Agent.
Expiration Deadline
Final deadline for receipt of valid Tender Instructions 4.00 p.m. on Monday, 23 January 2017
by the Tender Agent in order for Noteholders
to be able to participate in the Offers.
Determination of the GBP/EUR Applicable Exchange Rate.
Announcement of Indicative Results
Announcement by the Company of a non-binding indication Prior to the Pricing Time on Tuesday, 24 January 2017
of the level at which it expects to
set the Final 2018 Notes and 2020 Notes Acceptance
Amount, the Final 2026 Notes Acceptance
Amount and each Series Acceptance Amount, and indicative
details of any Scaling Factor applicable
to valid tenders of Notes of each Series that will be
applied in the event that the Company
decides to accept valid tenders of Notes of such Series
pursuant to the relevant Offers.
Pricing Time
Determination of the 2020 Notes Interpolated Mid-Swap At or around 11.00 a.m. on Tuesday, 24 January 2017
Rate, each Benchmark Security Rate,
each Purchase Yield and each Purchase Price.
Announcement of Results and Pricing
Announcement of whether the Company will accept valid As soon as reasonably practicable after the Pricing Time
tenders of Notes pursuant to all or on Tuesday, 24 January 2017
any of the Offers and, if so accepted, the Final 2018
Notes and 2020 Notes Acceptance Amount,
the Final 2026 Notes Acceptance Amount, each Series
Acceptance Amount, each Purchase Yield,
each Benchmark Security Rate, the 2020 Notes Interpolated
Mid-Swap Rate, each Purchase Price,
the GBP/EUR Applicable Exchange Rate and any Scaling
Factors that will be applied to Notes
of any Series.
Settlement Date
Expected Settlement Date for the Offers. Friday, 27 January 2017
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.
Banco Santander, S.A. (Telephone: +44 (0) 207 756 6909 / +44 (0)
207 756 6646; Attention: Liability Management; Email:
tommaso.grospietro@santandergcb.com / king.cheung@santandergcb.com)
and The Royal Bank of Scotland plc (trading as NatWest Markets)
(Telephone: +44 (0) 20 7678 5282; Attention: Liability Management;
Email: liabilitymanagement@rbs.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 / Thomas
Choquet; Email: morrisons@lucid-is.com) is acting as Tender Agent
for the Offers.
This announcement is released by Wm Morrison Supermarkets PLC
and contains information that qualified or may have qualified as
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 Mark Amsden, Company Secretary at Wm
Morrison Supermarkets PLC.
THIS ANNOUNCEMENT RELATES TO THE DISCLOSURE OF INFORMATION THAT
QUALIFIED OR MAY HAVE 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.
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
TENBFMLTMBJBMJR
(END) Dow Jones Newswires
January 16, 2017 04:35 ET (09:35 GMT)
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