International rates apply to calls from outside the UK. The schemes have an estimated aggregate Section 75 deficit of around 800m at May 31 2021. An Opening Position Disclosure must contain details of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any securities exchange offeror(s). Morrisons current loyalty scheme allows customers to collect points on their Morrisons More card, which they can then use to get money off supermarket products. 4. or any other matter or arrangement referred to herein. or any other matter or arrangement referred to herein. Morrisons confirms that, the last day of dealings in, and for registration of transfers of, and disablement in CREST of, Morrisons Shares, will be tomorrow, 26 October 2021, and the Scheme Record Time will be 6.00 p.m. tomorrow, 26 October 2021. Persons who are not resident in the United Kingdom should inform themselves of, and observe, any applicable legal or regulatory requirements of their jurisdictions. The CD&R Final Offeris to be implemented by means of a scheme of arrangement pursuant to Part 26 of the Companies Act (the "Scheme"). [1] CD&R Bidco reserves the right to increase the amount of the offer price if a third party announces a firm intention to make an offer for Morrisons on or after the date of this announcement. A Dealing Disclosure by a person to whom Rule 8.3(b) applies must be made by no later than 3.30 p.m. (London time) on the Business Day following the date of the relevant dealing. The announcements are supplied by the denoted source. It may be difficult for US Morrisons Shareholders to enforce their rights and claims arising out of US federal laws, since CD&R Bidco and Morrisons are each located in a non-US jurisdiction, and some or all of their officers and directors may be residents of a non-US jurisdiction. of an announcement should be directed to the source. Although CD&R Bidco and Morrisons believe that the expectations reflected in such forward-looking statements are reasonable, CD&R Bidco and Morrisons can give no assurance that such expectations will prove to be correct. The term "arrangement" is one that can cover a range of matters including: [1] It is expected that, subject to the Scheme becoming Effective on 27 October 2021, the listing of Morrisons Shares on the premium listing segment of the Official List and the admission to trading of Morrisons Shares on the London Stock Exchange's main market for listed securities will each be cancelled with effect from 8.00 a.m. on 28 October 2021. Shares provides unbiased commentary, ideas, views and news on stocks, funds, pensions and savings. The CD&R Final Offer is subject to the applicable requirements of the Takeover Code, the Panel, the London Stock Exchange and the FCA. The financial information included in the CD&R Scheme Document and the CD&R Shareholder Letter (or, if the CD&R Final Offer is implemented by way of a Takeover Offer, the CD&R Final Offer Document) has been prepared in accordance with generally accepted accounting principles of the United Kingdom and thus may not be comparable to financial information of US companies or companies whose financial statements are prepared in accordance with generally accepted accounting principles in the US. 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 OF SUCH JURISDICTION, RECOMMENDED FINAL Neither CD&R Bidco nor Morrisons, nor any of their respective associates or directors, officers or advisers, provides any representation, assurance or guarantee that the occurrence of the events expressed or implied in any forward-looking statements in this announcement will actually occur. Queries about the content The CD&R Scheme Document, the CD&R Shareholder Letter and any accompanying documents have been prepared for the purposes of complying with English law and the Takeover Code and the information disclosed may not be the same as that which would have been disclosed if these documents had been prepared in accordance with the laws of jurisdictions outside of England. or more of any class of relevant securities of an offeree company or of any securities exchange offeror (being any offeror other than an offeror in respect of which it has been announced that its offer is, or is likely to be, solely in cash) must make an Opening Position Disclosure following the commencement of the offer period and, if later, following the announcement in which any securities exchange offeror is first identified. Web4 Advantages and disadvantages of a scheme as opposed to an offer Different levels of approval required to obtain control of the target company Removing minority The new scheme has replaced the More Card at Morrisons Plus shoppers have until August 9, 2021 to convert points into vouchers and redeem them in store. In the UK, BNP Paribas is deemed authorised by the PRA with deemed variation of permission, and is subject to regulation by the FCA and limited regulation by the PRA. Since 2001 the Shares Awards have recognised the high quality of service and products from companies in the world of retail investment as voted for by Shares' readers. or this announcement or any transaction or arrangement referred to herein. If two or more persons act together pursuant to an agreement or understanding, whether formal or informal, to acquire or control an interest in relevant securities of an offeree company or a securities exchange offeror, they will be deemed to be a single person for the purpose of Rule 8.3 of the Takeover Code. All references in this announcement to times are to times in London, unless otherwise stated. Please note calls may be recorded and Equiniti Limited cannot provide advice on the merits of the CD&R Final Offer or give any financial, legal or tax advice. Capitalised terms used but not defined in this announcement have the meanings given to them in the CD&R Scheme Document. Clifford Chance LLP is acting as legal adviser to CD&R and CD&R Bidco. Uses the information solely in relation to the management of their personal funds and not as a trader to the public or for the investment of corporate funds; Any failure to comply with the applicable restrictions may constitute a violation of the securities laws of any such jurisdiction. This is a guide for companies and their advisers involved in, or affected by, schemes of arrangement between a company and its members under Pt 5.1 of the Corporations Act. As a result, the cost savings and synergies referred to may not be achieved, may be achieved later or sooner than estimated, or those achieved could be materially different from those estimated. Further, it may be difficult to compel a non-US company and its affiliates to subject themselves to a US court's judgement. There are a number of factors that could cause actual results and developments to differ materially from those expressed or implied by such forward-looking statements. Under Rule 8.3(b) of the Takeover Code, any person who is, or becomes, interested in one per cent. You should contact the Panel's Market Surveillance Unit on +44 (0)20 7638 0129 if you are in any doubt as to whether you are required to make an Opening Position Disclosure or a Dealing Disclosure. To the fullest extent permitted by applicable law, the companies and persons involved in the CD&R Final Offer disclaim any responsibility or liability for the violation of such restrictions by any person. In Re Freeman FinTech Corporation Ltd [2021] HKCFI 310, the Hong Kong court sanctioned a scheme of arrangement in respect of a debt restructuring in which the governing law of part of the debt was not Hong Kong law and the creditor to whom this debt was owed did not submit to the jurisdiction of the Hong Kong BNP Paribas, BofA Securities and Mizuho are also acting as financial advisers to CD&R Bidco and CD&R in relation to the CD&R Final Offer. Is not required to be regulated or supervised by a body concerned with the regulation or supervision of investment or financial services; BNP Paribas is registered in the UK under number FC13447 and UK establishment number BR000170, and its UK establishment office address is 10 Harewood Avenue, London NW1 6AA. 5. This information is provided by RNS, the news service of the London Stock Exchange. This website is only for private investors. Further, it may be difficult to compel a non-US company and its affiliates to subject themselves to a US court's judgement. On 19 October 2021, the Scheme was approved by the requisite majorities of Scheme Shareholders at the Court Meeting and the Resolution in connection with the implementation of the Scheme was passed by the requisite majority of Morrisons Shareholders at the General Meeting. CD&R Final Offer If you are in any doubt about the contents of this announcement or the action you should take, you are recommended to seek your own independent financial advice immediately from your stockbroker, bank manager, solicitor or independent financial adviser duly authorised under the Financial Services and Markets Act 2000 (as amended) if you are resident in the United Kingdom or, if not, from another appropriate authorised independent financial adviser. Opening Position Disclosures must also be made by the offeree company and by any offeror and Dealing Disclosures must also be made by the offeree company, by any offeror and by any persons acting in concert with any of them (see Rules 8.1, 8.2 and 8.4 of the Takeover Code). Current Issues. Neither Jefferies nor any of its affiliates (nor their respective directors, officers, employees or agents) owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, whether in contract, in tort, under statute or otherwise) to any person who is not a client of Jefferies in connection with this announcement, any statement contained herein, the, Shore Capital, which is authorised and regulated by the FCA in the United Kingdom, is acting as financial adviser and joint corporate broker exclusively for Morrisons and no one else in connection with the matters set out in this announcement and will not be responsible to anyone other than Morrisons for providing the protections afforded to clients of Shore Capital nor for providing advice in connection with any matter referred to herein. Relevant persons who deal in the relevant securities of the offeree company or of a securities exchange offeror prior to the deadline for making an Opening Position Disclosure must instead make a Dealing Disclosure. this site. (Financial Adviser to CD&R Bidco and CD&R), J.P. Morgan Cazenove Investment firm Silchester, which holds On 2 October 2021, following the conclusion of the auction procedure between CD&R Bidco and Oppidum Bidco Limited, the boards of directors of Morrisons and CD&R Bidco announced that they had reached agreement on the terms of a recommended all cash offer for the entire issued and to be issued share capital of Morrisons at an increased offer value of 287 pence for each Morrisons Share (the "CD&R Final Offer"). The release, publication or distribution of this announcement, directly or indirectly, in or into or from jurisdictions other than the UK may be restricted by law and therefore any persons who are subject to the law of any jurisdiction other than the UK should inform themselves about, and observe, any applicable legal or regulatory requirements of their jurisdictions. Yesterday, the supermarket launched a revamped version of its loyalty scheme, with an instant money offer replacing 2. The CD&R Final Offer is subject to the applicable requirements of the Takeover Code, the Panel, the London Stock Exchange and the FCA. The CD&R Final Offeris to be implemented by means of a scheme of arrangement pursuant to Part 26 of the Companies Act (the "Scheme"). Unless otherwise determined by CD&R Bidco or required by the Takeover Code, and permitted by applicable law and regulation, the CD&R Final Offer will not be made available, in whole or in part, directly or indirectly, in, into or from a Restricted Jurisdiction or any other jurisdiction where to do so would violate the laws of that jurisdiction. CD&R Final Offer In accordance with normal UK practice and pursuant to Rule 14e-5(b) of the US Exchange Act (if applicable), CD&R Bidco, certain affiliated companies and their nominees or brokers (acting as agents), may from time to time make certain purchases of, or arrangements to purchase, Morrisons Shares outside of the US, other than pursuant to the CD&R Final Offer, until the date on which the CD&R Final Offer and/or Scheme becomes Effective, lapses or is otherwise withdrawn. Neither Shore Capital nor any of its affiliates (nor their respective directors, officers, employees or agents) owes or accepts any duty liability or responsibility whatsoever (whether direct or indirect, whether in contract, in tort, under statute or otherwise) to any person who is not a client of Shore Capital in connection with this announcement, any statement contained herein, the, Goldman Sachs, which is authorised by the PRA and regulated by the FCA and the PRA in the United Kingdom, is acting exclusively for CD&R Bidco and CD&R and no one else in connection with the, and will not be responsible to anyone other than CD&R Bidco and CD&R for providing the protections afforded to clients of Goldman Sachs or for giving advice in connection with the. This announcement does not constitute a prospectus, prospectus equivalent document or an exempted document. or more of any class of relevant securities of the offeree company or of any securities exchange offeror must make a Dealing Disclosure if the person deals in any relevant securities of the offeree company or of any securities exchange offeror. Under Rule 8.3(b) of the Takeover Code, any person who is, or becomes, interested in one per cent. www.morrisons-corporate.com/investor-centre/offer-from-cdr. Morrisons is working on a store with no checkouts or staff, known internally as Project Sarah, at its Bradford head office. BofA Securities, a subsidiary of Bank of America Corporation, which is authorised by the PRA and regulated by the FCA and the PRA in the United Kingdom, is acting exclusively for CD&R Bidco and CD&R in connection with the CD&R Final Offer and for no one else and will not be responsible to anyone other than CD&R Bidco and CD&R for providing the protections afforded to its clients or for providing advice in relation to the CD&R Final Offer or any other matters referred to in this announcement. Such schemes have been adopted in order to create a holding company The Morrisons and Safeway schemes cover around 85,500 current and former staff. Webthe Scheme, a statutory explanatory statement, an expected timetable of principal events, notices of the Court Meeting and the General Meeting and details of the actions to be Specifically, statements of estimated cost savings and synergies related to future actions and circumstances by their nature, involve risks, uncertainties and contingencies. Such a Takeover Offer would be made in the United States by CD&R Bidco and no one else. By clicking "I Agree" below, you acknowledge that you accept our, (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 (", On 2 October 2021, following the conclusion of the auction procedure between CD&R Bidco and Oppidum Bidco Limited, the boards of directors of Morrisons and CD&R Bidco announced that they had reached agreement on the terms of a recommended all cash offer for the entire issued and to be issued share capital of Morrisons at an increased offer value of 287 pence for each Morrisons Share (the ", The CD&R Final Offeris to be implemented by means of a scheme of arrangement pursuant to Part 26 of the Companies Act (the ", If any of the dates and/or times in this expected timetable change, the revised dates and/or times will be notified to MorrisonsShareholders by announcement through a Regulatory Information Service, with such announcement being available on Morrisons' website at. For the avoidance of doubt, neither the contents of these websites nor the contents of any websites accessible from any hyperlinks is incorporated into or forms part of this announcement. x[]oS}Wc3{*RFzh+!U#Zc'83 C8}c9k2FYU!(VQ?NIVh6. 1. CD&R Final Offer The Scheme will become Effective upon the delivery of a copy of the Court order to the Registrar of Companies, which is expected to occur on 27 October 2021. [1] Scheme Shareholders and Morrisons Shareholders (and any of their duly appointed proxies and/or corporate representatives) will be able to (i) attend and vote at the Court Meeting and the General Meeting remotely via the Virtual Meeting Rothschild & Co, which is authorised and regulated by the FCA in the United Kingdom, is acting exclusively as lead financial adviser to Morrisons and no one else in connection with the matters set out in this announcement and will not be responsible to anyone other than Morrisons for providing the protections afforded to clients of Rothschild & Co nor for providing advice in connection with any matter referred to herein. In accordance with Rule 26.1 of the Takeover Code, a copy of this announcement will be made available, subject to certain restrictions relating to persons resident in Restricted Jurisdictions, on Morrisons' website at www.morrisons-corporate.com/investor-centre/offer-from-cdr and CD&R's website at https://www.cdr-inc.com/morrisons-microsite by no later than 12 noon (London time) on the first Business Day following the date of this announcement. Morrisons Shareholders may also request that all future documents, announcements and information in relation to the CD&R Final Offer should be sent to them in hard copy form. MORRISONS has launched a new loyalty scheme and shoppers won't need to collect points to claim rewards.Instead, customers will be offered instant rewa Jump Other than in accordance with their legal or regulatory obligations (including under the Listing Rules and the Disclosure and Transparency Rules of the FCA), neither CD&R Bidco nor Morrisons is under any obligation, and CD&R Bidco and Morrisons expressly disclaim any intention or obligation, to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. Ashurst LLP is acting as legal adviser to Morrisons. Goldman Sachs, which is authorised by the PRA and regulated by the FCA and the PRA in the United Kingdom, is acting exclusively for CD&R Bidco and CD&R and no one else in connection with the (Financial Adviser and Joint Corporate Broker to, (Financial Adviser to CD&R Bidco and CD&R), is authorised and regulated by the FCA in the United Kingdom, is acting exclusively as lead financial adviser to Morrisons and no one else in connection with the matters set out in this announcement and will not be responsible to anyone other than Morrisons for providing the protections afforded to clients of Rothschild & Co nor for providing advice in connection with any matter referred to herein. The defence 65 9. Neither Shore Capital nor any of its affiliates (nor their respective directors, officers, employees or agents) owes or accepts any duty liability or responsibility whatsoever (whether direct or indirect, whether in contract, in tort, under statute or otherwise) to any person who is not a client of Shore Capital in connection with this announcement, any statement contained herein, the Morrisons Shareholders may also request that all future documents, announcements and information in relation to the CD&R Final Offer should be sent to them in hard copy form. Web3 It is clarified that with respect to schemes of arrangement or compromise falling within the purview of section 233 of the Act, the concerned companies may, at their discretion, opt to undertake such schemes under section 230 to 232 of the CA, 2013, including where the condition prescribed in section 233(1)(d) of the CA, BNP Paribas is acting as financial adviser exclusively for CD&R Bidco and CD&R and no one else in connection with the CD&R Final Offer and will not be responsible to anyone other than CD&R Bidco and CD&R for providing the protections afforded to clients of BNP Paribas or for providing advice in relation to the CD&R Final Offer or this announcement or any transaction or arrangement referred to herein. CD&R Final Offer US holders of Morrisons Shares may not be able to sue a non-US company or its officers or directors in a non-US court for violations of US securities laws. Acquiring control 40 7. Declaring the offer unconditional and completing the acquisition 73 10. Opening Position Disclosures must also be made by the offeree company and by any offeror and Dealing Disclosures must also be made by the offeree company, by any offeror and by any persons acting in concert with any of them (see Rules 8.1, 8.2 and 8.4 of the Takeover Code). (Financial Adviser and Joint Corporate Broker to, Citigate Dewe Rogerson CD&R Final Offer No statement in this announcement is intended as a profit forecast or estimate for any period and no statement in this announcement should be interpreted to mean that earnings or earnings per share for Morrisons or CD&R Bidco, as appropriate, for the current or future financial years would necessarily match or exceed the historical published earnings or earnings per share for Morrisons or CD&R Bidco, as appropriate. Morrisons and CD&R Bidco are pleased to announce that the High Court of Justice in England and Wales has today made an order sanctioning the Scheme under section 899 of the Companies Act. Please be aware that addresses, electronic addresses and certain information provided by Morrisons Shareholders, persons with information rights and other relevant persons for the receipt of communications from Morrisons may be provided to CD&R Bidco and/or CD&R during the offer period as required under Section 4 of Appendix 4 of the Takeover Code to comply with Rule 2.11(c) of the Takeover Code. www.morrisons-corporate.com/investor-centre/offer-from-cdr. This announcement is for information purposes only and is not intended to and does not constitute, or form part of an offer, invitation or the solicitation of an offer to purchase, otherwise acquire, subscribe for, sell or otherwise dispose of any securities, nor shall there be any sale, issuance or transfer of securities of Morrisons in any jurisdiction in contravention of applicable law. (Financial Adviser and Joint Corporate Broker to, (Financial Adviser to CD&R Bidco and CD&R), is authorised and regulated by the FCA in the United Kingdom, is acting exclusively as lead financial adviser to Morrisons and no one else in connection with the matters set out in this announcement and will not be responsible to anyone other than Morrisons for providing the protections afforded to clients of Rothschild & Co nor for providing advice in connection with any matter referred to herein. %PDF-1.6 % 2 0 obj BNP Paribas SA is authorised and regulated by the European Central Bank and the Autorit de Contrle Prudentiel et de Rsolution. As a result, and given the fact that the changes relate to the future, the resulting cost synergies may be materially greater or less than those estimated. Please be aware that addresses, electronic addresses and certain information provided by Morrisons Shareholders, persons with information rights and other relevant persons for the receipt of communications from Morrisons may be provided to CD&R Bidco and/or CD&R during the offer period as required under Section 4 of Appendix 4 of the Takeover Code to comply with Rule 2.11(c) of the Takeover Code. Unless otherwise determined by CD&R Bidco or required by the Takeover Code, and permitted by applicable law and regulation, the CD&R Final Offer will not be made available, in whole or in part, directly or indirectly, in, into or from a Restricted Jurisdiction or any other jurisdiction where to do so would violate the laws of that jurisdiction. recognises the A further announcement will be made when the Scheme has become Effective. Often, but not always, forward-looking statements can be identified by the use of forward-looking words such as "plans", "expects" or "does not expect", "is expected", "is subject to", "budget", "projects", "strategy", "scheduled", "estimates", "forecasts", "intends", "anticipates" or "does not anticipate", or "believes", or variations of such words and phrases or statements that certain actions, events or results "may", "could", "should", "would", "might" or "will" be taken, occur or be achieved. You are cautioned not to place undue reliance on these forward-looking statements. Consequences of an unsuccessful bid 78 11. All rights reserved. Please note, this site uses cookies. The release, publication or distribution of this announcement, directly or indirectly, in or into or from jurisdictions other than the UK may be restricted by law and therefore any persons who are subject to the law of any jurisdiction other than the UK should inform themselves about, and observe, any applicable legal or regulatory requirements of their jurisdictions. If any of the dates and/or times in this expected timetable change, the revised dates and/or times will be notified to MorrisonsShareholders by announcement through a Regulatory Information Service, with such announcement being available on Morrisons' website at www.morrisons-corporate.com/investor-centre/offer-from-cdr. and will not be responsible to anyone other than CD&R 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 Scheme Shareholders on Morrisons' register of members at the Scheme Record Time will, upon the Scheme becoming Effective, be entitled to receive 287 pence in cash for each Scheme Share held. This guide explains: ASICs role under the scheme provisions in Pt 5.1; BofA Securities, a subsidiary of Bank of America Corporation, which is authorised by the PRA and regulated by the FCA and the PRA in the United Kingdom, is acting exclusively for CD&R Bidco and CD&R in connection with the CD&R Final Offer and for no one else and will not be responsible to anyone other than CD&R Bidco and CD&R for providing the protections afforded to its clients or for providing advice in relation to the CD&R Final Offer or any other matters referred to in this announcement. An Opening Position Disclosure by a person to whom Rule 8.3(a) of the Takeover Code applies must be made by no later than 3.30 p.m. (London time) on the 10. and will not regard any other person as its client in relation to the An Opening Position Disclosure must contain details of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any securities exchange offeror(s). J oin Shares and AJ Bell for an evening of investment inspiration and get to meet the decision-makers behind some of the UKs fastest growing listed companies. Morrisons and CD&R Bidco are pleased to announce that the High Court of Justice in England and Wales has today made an order sanctioning the Scheme under It is a process commonly used in the Mergers & Acquisitions area to acquire all of the shares in a target company. A comprehensive daily news service of over 300 market and company stories from Alliance News and the RNS. There are a number of factors that could cause actual results and developments to differ materially from those expressed or implied by such forward-looking statements. A Dealing Disclosure must contain details of the dealing concerned and of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any securities exchange offeror(s), save to the extent that these details have previously been disclosed under Rule 8 of the Takeover Code. Each Morrisons Shareholder is therefore urged to consult with legal, tax and financial advisers in connection with making a decision regarding the CD&R Final Offer. Clifford Chance LLP is acting as legal adviser to CD&R and CD&R Bidco. WebWith Morrisons More, we are always listening to our valued customers, taking feedback on how we can improve the experience. 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