27th Jun 2018 13:13
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.
Wm Morrison Supermarkets PLC announces final results of Tender Offers for its outstanding£400,000,000 4.625 per cent. Notes due 2023, £400,000,000 3.500 per cent. Notes due 2026and £300,000,000 4.750 per cent. Notes due 2029
27 June 2018. Wm Morrison Supermarkets PLC (the Company) announces today the final results for its separate invitations to holders of its outstanding (a) £400,000,000 4.625 per cent. Notes due 2023 (ISIN: XS0717069073) (the 2023 Notes), (b) £400,000,000 3.500 per cent. Notes due 2026 (ISIN: XS0808629389) (the 2026 Notes) and (c) £300,000,000 4.750 per cent. Notes due 2029 (ISIN: XS1083226321) (the 2029 Notes and, together with the 2023 Notes and the 2026 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 19 June 2018 and were made on the terms and subject to the conditions contained in the tender offer memorandum dated 19 June 2018 (the Tender Offer Memorandum). Capitalised terms used in this announcement but not defined have the meanings given to them in the Tender Offer Memorandum.
The results of the Offers 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 of approximately £33 million that will be recognised outside of underlying profit before tax.
Aggregate Consideration Amount
The Company has decided to set the Aggregate Consideration Amount at £262,217,127.32.
2023 Notes
The Company will accept for purchase 2023 Notes validly tendered pursuant to the relevant Offer subject to pro rata scaling at a Scaling Factor of 74.7580 per cent., as further described in the Tender Offer Memorandum. Accordingly, the Series Acceptance Amount in respect of the 2023 Notes is £114,966,000.
Pricing in respect of the Offer for the 2023 Notes took place at around 11.00 a.m. (London time) today (the Pricing Time). The Company determined that the Purchase Price it will pay for 2023 Notes validly tendered and accepted for purchase will be 113.439 per cent. of the nominal amount of such 2023 Notes.
A summary of the final results of, and pricing for, the Offer for the 2023 Notes appears below:
Series Acceptance Amount | ScalingFactor | Benchmark Security Rate | Purchase Spread | Purchase Yield | Purchase Price* | Accrued Interest*, ** |
£114,966,000 | 74.7580 per cent. | 1.006 per cent. | 100 bps | 2.006 per cent. | 113.439 per cent. | 0.27 per cent. |
* Expressed as a percentage of the nominal amount of the 2023 Notes. ** Rounded to the nearest 0.01 per cent. | ||||||
2026 Notes
The Company will accept for purchase 2026 Notes validly tendered pursuant to the relevant Offer subject to pro rata scaling at a Scaling Factor of 55.2850 per cent., as further described in the Tender Offer Memorandum. Accordingly, the Series Acceptance Amount in respect of the 2026 Notes is £67,577,000.
Pricing in respect of 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 107.857 per cent. of the nominal amount of such 2026 Notes.
A summary of the final results of, and pricing for, the Offer for the 2026 Notes appears below:
Series Acceptance Amount | ScalingFactor | Benchmark Security Rate | Purchase Spread | Purchase Yield | Purchase Price* | Accrued Interest*, ** |
£67,577,000 | 55.2850 per cent. | 1.223 per cent. | 120 bps | 2.423 per cent. | 107.857 per cent. | 1.48 per cent. |
* Expressed as a percentage of the nominal amount of the 2026 Notes. ** Rounded to the nearest 0.01 per cent. | ||||||
2029 Notes
The Company will accept for purchase 2029 Notes validly tendered pursuant to the relevant Offer subject to pro rata scaling at a Scaling Factor of 28.4285 per cent., as further described in the Tender Offer Memorandum. Accordingly, the Series Acceptance Amount in respect of the 2029 Notes is £49,999,000.
Pricing in respect of the Offer for the 2029 Notes took place at the Pricing Time. The Company determined that the Purchase Price it will pay for 2029 Notes validly tendered and accepted for purchase will be 117.831 per cent. of the nominal amount of such 2029 Notes.
A summary of the final results of, and pricing for, the Offer for the 2029 Notes appears below:
Series Acceptance Amount | ScalingFactor | Benchmark Security Rate | Purchase Spread | Purchase Yield | Purchase Price* | Accrued Interest*, ** |
£49,999,000 | 28.4285 per cent. | 1.352 per cent. | 150 bps | 2.852 per cent. | 117.831 per cent. | 2.31 per cent. |
* Expressed as a percentage of the nominal amount of the 2029 Notes. ** Rounded to the nearest 0.01 per cent. | ||||||
General
The Settlement Date in respect of the Notes accepted for purchase pursuant to the Offers is expected to be 29 June 2018. Following settlement of the Offers and cancellation of the relevant Notes accepted for purchase pursuant to the Offers, £250,000,000 in aggregate nominal amount of the 2023 Notes, £250,000,000 in aggregate nominal amount of the 2026 Notes and £250,001,000 in aggregate nominal amount of the 2029 Notes will remain outstanding.
The Company will also pay an Accrued Interest Payment in respect of Notes accepted for purchase pursuant to the Offers.
HSBC Bank plc (Telephone: +44 (0) 20 7992 6237; Attention: Liability Management Group; Email: [email protected]) and Lloyds Bank Corporate Markets plc (Telephone: +44 (0) 20 7158 1721; Attention: Liability Management Team, Commercial Banking; Email: [email protected]) 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: [email protected]) 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. 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, Safeway Limited (as guarantor of the Notes) the Dealer Managers and the Tender Agent to inform themselves about, and to observe, any such restrictions.
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