Wm Morrison Supermarkets Ltd - Tender Offer 2024 UMDA (XS) - Results

MORRISONS ANNOUNCES RESULTS OF ITS DEBT REDUCTION EXERCISE

03 JUNE 2024

Full announcement including disclaimers and offer restrictions available via Lonse

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"The Group will accept offers for the purchase of the Notes subject to the Tender Offers (as defined below) in an aggregate principal amount of £324,700,000 and participations in facility B1 and facility B2 loans under the Senior Facilities Agreement (as defined herein) in aggregate principal amounts of €774,752,590 and £115,605,917, respectively, which, once completed, and combined with the repayment of the £567,000,000 facility A loan under the Senior Facilities Agreement announced on 30 April 2024, will represent a substantial reduction of the outstanding indebtedness of the Group.

The debt reduction exercise underlines the Group's ongoing prudent approach to management of its capital structure. When this debt reduction exercise is concluded, the Group's debt will have been reduced by approximately 35% to approximately £4.0 billion from its peak of approximately £6.2 billion.

Lazard & Co., Limited has acted as independent financial advisor to Market Holdco 3 Limited and its consolidated subsidiaries (the "Group") in relation to the debt reduction exercise. HSBC Bank plc has acted as Dealer Manager for the Tender Offers and Purchase Agent under the Term Loan Solicitation (as defined herein).

Announcement of the results of the Tender Offers

Further to the Announcement, Morrisons hereby announces the results of: (i) the offer by Morrisons to the holders of its outstanding (a) £400,000,000 3.50 per cent. Notes due 2026 (Regulation S ISIN: XS0808629389; Regulation S Common Code: 080862938) to tender such notes for purchase by Morrisons for cash, (b) £300,000,000 4.750 per cent. Notes due 2029 (Regulation S ISIN: XS1083226321; Regulation S Common Code: 108322632) to tender for purchase such notes by Morrisons for cash and (c) £350,000,000 2.500 per cent. Notes due 2031 (Regulation S ISIN: XS2058692471; Regulation S Common Code: 205869247) to tender for purchase such notes by Morrisons for cash; (ii) the offer by Market Parent Finco plc to the holders of its outstanding 6.75 per cent. Senior Notes (Regulation S ISIN: XS2452425734; Regulation S Common Code: 245242573) to tender such notes for purchase by Market Parent Finco plc for cash; and (iii) the offer by Market Bidco Finco plc to the holders of its outstanding 5.500 per cent. Senior Secured Notes due 2027 (Regulation S ISIN: XS2470988101; Regulation S Common Code: 247098810) to tender for purchase such notes by Market Bidco Finco plc for cash (together, the "Tender Offers"), in each case made subject to the terms and conditions set out in the tender offer memorandum dated 20 May 2024 prepared by Morrisons, Market Parent Finco plc and Market Bidco Finco plc (the "Tender Offer Memorandum").

The Tender Offers were announced on 20 May 2024 and were made subject to the terms and conditions set out in the Tender Offer Memorandum. The expiration deadline for the Tender Offers was 4:00pm (London time) on 31 May 2024 (the "Expiration Deadline").

Capitalised terms used in this announcement but not defined have the meanings given to them in the Tender Offer Memorandum.

Following the Expiration Deadline, the Offerors have decided to accept Notes validly tendered for purchase in an aggregate principal amount of £324,700,000 as further set out below:"

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"Announcement of the results of the Term Loan Solicitation

Further to the Announcement, Morrisons hereby further announces the results of the term loan solicitation launched by Market Bidco Limited pursuant to a solicitation notice dated 29 May 2024 (the "Term Loan Solicitation"). HSBC Bank plc has been appointed as Purchase Agent in connection with the Term Loan Solicitation. The Term Loan Solicitation was launched by Market Bidco Limited on 29 May 2024 in respect of facilities B1 and B2 under the senior facilities agreement originally dated 3 November 2021 (as amended and/or amended and restated from time to time) among Market Holdco 3 Limited, Market Bidco Limited and the other parties named therein (the "Senior Facilities Agreement"), and offers by the lenders under such facilities to sell each such lender's participations in such facilities to the applicable borrowers under the Senior Facilities Agreement in relation to the Term Loan Solicitation were required to be made on or before 11:00 a.m. on 31 May 2024.

Market Bidco Limited has decided, on behalf of the applicable borrowers, to purchase participations validly offered pursuant to the Term Loan Solicitation in respect of facility B1 in the aggregate amount of €774,752,590 and in respect of facility B2 in the aggregate amount of £115,605,917. The Purchase Agent, as required, will communicate by noon on the date hereof to the applicable lenders the amount of their offered participations that have been accepted by Market Bidco Limited.

The purchase of the participations in facility B1 and/or facility B2 pursuant to the Term Loan Solicitation is expected to be completed and settled on or prior to 5 June 2024."

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MORRISONS ANNOUNCES COMMENCEMENT OF DEBT REDUCTION TRANSACTIONS

20 MAY 2024

Full announcement including disclaimers and offer restrictions available via Lonse

Wm Morrison Supermarkets Limited ("Morrisons") announced today the commencement of a cross-instrument debt reduction exercise across certain outstanding secured and unsecured debt instruments of the Group (as defined below). The debt reduction exercise is being conducted as a combination of multiple simultaneous tender offers pursuant to an unmodified Dutch auction procedure (as set out below) and a contemplated Term Loan Solicitation (as defined below). As part of this debt reduction exercise, the Group may also consider engaging in private negotiations with select holders of its indebtedness with the goal of buying back discrete amounts of outstanding debt instruments that are not being targeted in the Tender Offers (as defined below) or the Term Loan Solicitation. To fund the repurchases of indebtedness and deleveraging transactions pursuant to the Tender Offers, the Term Loan Solicitation and such privately negotiated buy-backs, if any, the Group may use its available liquidity in an aggregate principal amount of up to (and including) £1,000,000,000.

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"Tender Offers

On the date hereof, Morrisons invites eligible holders of its notes due 2026 (the "2026 Notes"), 2029 (the "2029 Notes") and 2031 (the "2031 Notes" and, together with the 2026 Notes and 2029 Notes, the "EMTN Notes"), guaranteed by Safeway Limited (the "EMTN Notes Guarantor"), concurrently with invitations by (a) Market Bidco Finco Plc ("Market Bidco") to eligible holders of its sterling-denominated senior secured notes due 2027 (the "Senior Secured Notes") guaranteed by the Parent (the Parent, and, together with its consolidated subsidiaries, the "Group"), Market Bidco Limited, Morrisons, Optimisation Investments Limited, Safeway Stores Limited and the EMTN Notes Guarantor (collectively, the "Senior Secured Notes Guarantors") and (b) Market Parent Finco Plc ("Market Parent") to eligible holders of its senior notes due in 2028 (the "Senior Notes") guaranteed by the Senior Secured Notes Guarantors and Market Bidco (the "Senior Notes Guarantors" and, together with the EMTN Guarantor and Senior Secured Notes Guarantors, the "Guarantors"), in each case to tender for cash at prices to be determined pursuant to an Unmodified Dutch Auction Procedure (as defined below), subject to the terms and conditions contained in a Tender Offer Memorandum dated the date hereof (the "Tender Offer Memorandum") (as defined below). The relevant Offeror will only accept Tender Instructions (as defined below) in respect of the relevant Notes of any Series that are represented by a Regulation S global note and will not accept tenders with respect to any Note represented by a Rule 144A Global Note.

Morrisons, Market Bidco and Market Parent are referred to in this announcement each as an "Offeror" and together as the "Offerors", and the EMTN Notes, the Senior Secured Notes and the Senior Notes are referred to in this announcement each as a "Series" and together as the "Notes".

Morrisons is tendering for purchase for cash the EMTN Notes (the "EMTN Notes Offer"), concurrently with Market Bidco tendering for purchase for cash the Senior Secured Notes (the "Senior Secured Notes Offer") and Market Parent tendering for purchase for cash the Senior Notes (the "Senior Notes Offer") (each of the Senior Secured Notes Offer, the 2026 Notes Offer, the 2029 Notes Offer, the 2031 Notes Offer and the Senior Notes Offer, a " Tender Offer" and collectively, the "Tender Offers").

The Group has an available maximum cash amount of up to (and including) £1,000,000,000, in the aggregate, for the repurchase of indebtedness and deleveraging transactions pursuant to the Tender Offers, the Term Loan Solicitation and other privately negotiated buybacks, if any, subject to the Senior Notes Cap (as defined below) and excluding any accrued interest payments (the "Global Maximum Spend Amount"). The Offerors propose that the Maximum Spend Amount in the Tender Offers will be up to (and including) the Global Maximum Spend Amount (excluding Accrued Interest) (minus the amount used to fund term loan purchase transactions pursuant to the Term Loan Solicitation or other debt buy-backs pursuant to privately negotiated transactions, such purchase transactions and other debt buy-backs, together, the "Additional Debt Reduction Transactions").

The Offerors will determine the allocation of the Maximum Spend Amount in their sole and absolute discretion among each Series (subject to the Senior Notes Cap and the Additional Debt Reduction Transactions) and the Offerors reserve the right, in their sole and absolute discretion, to accept significantly more or less (or none) of the relevant Series. In no event shall the Series Acceptance Amount for the Senior Notes exceed £400,000,000 (the "Senior Notes Cap")."

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The following table sets forth certain terms of the Tender Offers.

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"Introduction to and Rationale for the Tender Offers

On the terms and subject to the offer restrictions contained in the Tender Offer Memorandum, Morrisons invites the eligible holders of the outstanding EMTN Notes, Market Bidco invites the eligible holders of the outstanding Senior Secured Notes, and Market Parent invites the eligible holders of the outstanding Senior Notes to tender such Notes for purchase for cash by Market Bidco, Morrisons and Market Parent, as applicable (subject to the Offer and Distribution Restrictions contained in the Tender Offer Memorandum). The relevant Offeror will only accept Tender Instructions (as defined below) in respect of the relevant Notes of any Series that are represented by a Regulation S Global Note and will not accept tenders with respect to any Note represented by a Rule 144A Global Note.

The Tender Offers are made as part of the Group's debt reduction exercise in combination with a Term Loan Solicitation and other privately negotiated buybacks, if any.

Source of Funds of the Tender Offers

Market Bidco, Morrisons and Market Parent intend to fund all cash payments to Eligible Offerees pursuant to the Senior Secured Notes Offer, the EMTN Notes Offer and the Senior Notes Offer, respectively, with the Group's available liquidity."

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