Wm Morrison Supermarkets Plc announces final results of Tender Offers for its €700,000,000 2.250 per cent. Notes
due 2020, £400,000,000 4.625 per cent. Notes due 2023 and £400,000,000 3.500 per cent. Notes due 2026
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.
8 June 2016. Wm Morrison Supermarkets Plc (the Company)
announces today the final results of its separate invitations to holders of its outstanding (a) €700,000,000 2.250 per cent.
Notes due 2020 (ISIN: XS0945158821) (the 2020 Notes), (b) £400,000,000 4.625 per cent. Notes due 2023
(ISIN: XS0717069073) (the 2023 Notes) and (c) £400,000,000 3.500 per cent. Notes due 2026 (ISIN:
XS0808629389) (the 2026 Notes and, together with the 2020 Notes and the 2023 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 31 May 2016 and were made on the terms and subject to the conditions contained in the
tender offer memorandum dated 31 May 2016 (the Tender Offer Memorandum). Capitalised terms used in
this announcement but not defined have the meanings given to them in the Tender Offer Memorandum.
In the Tender Offer Memorandum, the Company invited Noteholders to tender their Notes for purchase up to an
aggregate cash amount of £200,000,000 (as further described in the Tender Offer Memorandum). The Expiration Deadline for
the Offers was 4.00 p.m. (London time) on 7 June 2016. The Company is pleased with the strong response received from
Noteholders and as a result the Company has decided to set the Aggregate Consideration Amount (as defined in the Tender Offer
Memorandum) at £152,324,000, which excludes the Company's Derivative Costs.
The results of the Offers, combined with the early repayment of the $250,000,000 US Private Placement Notes, which
was announced by the Company on 10 March 2016, 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 that will be recognised outside of underlying
profit before tax.
2020 Notes
The Company has decided to set the 2020 Notes Acceptance Amount at €120,153,000. Accordingly, the Company will
accept for purchase all 2020 Notes validly tendered pursuant to the relevant Offer with no pro rata
scaling.
Pricing for the Offer for the 2020 Notes took place at or around 1.00 p.m. (London time) today (the Pricing Time). The Company determined that the Purchase Price it will pay for 2020 Notes validly tendered and
accepted for purchase will be 105.646 per cent. of the nominal amount of such 2020 Notes.
A summary of the pricing for the Offer for the 2020 Notes appears below:
|
2020 Notes Interpolated Mid-Swap Rate
|
Purchase Spread
|
Purchase Yield
|
Purchase Price
|
|
-0.082 per cent.
|
90 bps
|
0.818 per cent.
|
105.646 per cent.
|
The Company has determined that the Applicable Exchange Rate is €1 / £0.78033.
2023 Notes
The Company has decided to set the 2023 Notes Acceptance Amount at £35,034,000 and, on this basis, the Purchase
Spread in respect of the 2023 Notes will be 249 bps (the 2023 Notes Purchase Spread). Accordingly,
the Company will (i) accept for purchase all 2023 Notes validly tendered pursuant to valid Non-Competitive Tender Instructions or
validly tendered pursuant to valid Competitive Tender Instructions at a purchase spread equal to the 2023 Notes Purchase Spread
in full, with no pro rata scaling and (ii) not accept for purchase any 2023 Notes validly tendered
pursuant to valid Competitive Tender Instructions at purchase spreads below the 2023 Notes Purchase Spread.
Pricing for the Offer for the 2023 Notes took place at the Pricing Time. The Company determined that the Purchase
Price it will pay for 2023 Notes validly tendered and accepted for purchase will be 106.972 per cent. of the nominal amount of
such 2023 Notes.
A summary of the pricing for the Offer for the 2023 Notes appears below:
|
2023 Notes Benchmark Security Rate
|
2023 Notes Purchase Spread
|
2023 Notes Purchase Yield
|
2023 Notes Purchase Price
|
|
1.067 per cent.
|
249 bps
|
3.577 per cent.
|
106.972 per cent.
|
2026 Notes
The Company has decided to set the 2026 Notes Acceptance Amount at £16,300,000 and, on this basis, the Purchase
Spread in respect of the 2026 Notes will be 259 bps (the 2026 Notes Purchase Spread). Accordingly,
the Company will (i) accept for purchase all 2026 Notes validly tendered pursuant to valid Non-Competitive Tender Instructions or
validly tendered pursuant to valid Competitive Tender Instructions at a purchase spread equal to the 2026 Notes Purchase Spread
in full, with no pro rata scaling and (ii) not accept for purchase any 2026 Notes validly tendered
pursuant to valid Competitive Tender Instructions at purchase spreads below the 2026 Notes Purchase Spread.
Pricing for the Offer for the 2026 Notes took place at the Pricing Time. The Company determined that the Purchase
Price it will pay for 2026 Notes validly tendered and accepted for purchase will be 96.896 per cent. of the nominal amount of
such 2026 Notes.
A summary of the pricing for the Offer for the 2026 Notes appears below:
|
2026 Notes Benchmark Security Rate
|
2026 Notes Purchase Spread
|
2026 Notes Purchase Yield
|
2026 Notes Purchase Price
|
|
1.283 per cent.
|
259 bps
|
3.873 per cent.
|
96.896 per cent.
|
General
The Company will also pay an Accrued Interest Payment in respect of the Notes of each Series accepted for purchase
pursuant to the Offers.
The Settlement Date in respect of the Notes accepted for purchase pursuant to the Offers is expected to be 10 June
2016. Following settlement of the Offers, €579,847,000 in aggregate nominal amount of the 2020 Notes, £364,966,000 in
aggregate nominal amount of the 2023 Notes and £383,700,000 in aggregate nominal amount of the 2026 Notes will remain
outstanding.
BNP Paribas (Telephone: +44 20 7595 8668; Attention: Liability Management Group; Email: liability.management@bnpparibas.com) and HSBC Bank plc (Telephone: +44 20 7992
6237; Attention: Liability Management Group; Email: liability.management@hsbcib.com) are acting as Dealer Managers for the Offers
and Lucid Issuer Services Limited (Telephone: +44 20 7704 0880; Fax: +44 20 3004 1590; Attention: Victor Parzyjagla; Email:
morrisons@lucid-is.com) is acting as Tender Agent.
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.