morrisons scheme of arrangement
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. By their nature, forward-looking statements involve risk and uncertainty because they relate to events and depend on circumstances that will occur in the future. 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 CD&R Final Offer or otherwise. 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. Such a Takeover Offer would be made in the United States by CD&R Bidco and no one else. or any other matter or arrangement referred to herein. 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 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 Goldman Sachs or for giving advice in connection with the CD&R Final Offer or this announcement or any transaction or arrangement referred to herein. CD&R Final Offer Investegate reserves the 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 Is not currently registered or qualified as a professional securities trader or investment adviser with any national or state exchange, regulatory authority, professional association or recognised professional body; 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. 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. The Fortress consortiums offer for 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. J.P. Morgan Cazenove, which is authorised in the United Kingdom by the PRA and regulated in the United Kingdom by the PRA and the FCA, is acting as financial adviser exclusively for CD&R Bidco and Clayton, Dubilier & Rice, LLC and no one else in connection with the, and will not regard any other person as its client in relation to the, 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. The availability of the CD&R Final Offer to Morrisons Shareholders who are not resident in and citizens of the UK may be affected by the laws of the relevant jurisdictions in which they are located or of which they are citizens. 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. 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. WebShareholders included on the Register of Members as of 6pm on 26 October 2021 will be entitled to receive 287 pence in cash for each share held. Ashurst LLP is acting as legal adviser to Morrisons. 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. 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 10th Business Day following the commencement of the offer period and, if appropriate, by no later than 3.30 p.m. (London time) on the 10th Business Day following the announcement in which any securities exchange offeror is first identified. These factors include, but are not limited to: the ability to complete the CD&R Final Offer; the satisfaction of other Conditions on the proposed terms and schedule; future market conditions, changes in general economic and business conditions, the behaviour of other market participants, the anticipated benefits from the proposed transaction not being realised as a result of changes in general economic and market conditions in the countries in which CD&R Bidco and Morrisons operate, weak, volatile or illiquid capital and/or credit markets, changes in tax rates, interest rate and currency value fluctuations, the degree of competition in the geographic and business areas in which CD&R Bidco and Morrisons operate and changes in laws or in supervisory expectations or requirements. Yesterday, the supermarket launched a revamped version of its loyalty scheme, with an instant money offer replacing (PR adviser to CD&R Bidco and CD&R). Competition 23 5. 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. The forward-looking statements contained in this announcement include statements relating to the expected effects of the CD&R Final Offer on CD&R Bidco and Morrisons (including their future prospects, developments and strategies), the expected timing and scope of the CD&R Final Offer and other statements other than historical facts. 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. Andrew Kasoulis (Investor Relations Director), Simon Rigby (Director of External Communications), Rothschild & Co (Lead Financial Adviser to Morrisons), Jefferies International Limited (Financial Adviser and Joint, Shore Capital (Financial Adviser and Joint Corporate Broker to, Citigate Dewe Rogerson (PR adviser to Morrisons), Goldman Sachs International (Financial Adviser to CD&R Bidco and CD&R), J.P. Morgan Cazenove (Financial Adviser to CD&R Bidco and CD&R), Teneo (PR adviser to CD&R Bidco and CD&R). Under Rule 8.3(a) of the Takeover Code, any person who is interested in one per cent. 1. CD&R Final Offer 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 Any failure to comply with the applicable restrictions may constitute a violation of the securities laws of any such jurisdiction. 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. 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. 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. Acquiring control 40 7. 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. [1] 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). 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. Shares journalists news and views on today's breaking stories. 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. 6. Mizuho, which is authorised in the United Kingdom by the PRA and regulated by the PRA and the FCA, 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 regard any other person as its client in relation to 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 Mizuho or its affiliates, nor for providing advice in relation to the CD&R Final Offer or any other matter or arrangement referred to herein. The CD&R Final Offer is subject to the applicable requirements of the Takeover Code, the Panel, the London Stock Exchange and the FCA. 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. Is not required to be regulated or supervised by a body concerned with the regulation or supervision of investment or financial services; 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. (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. CD&R Final Offer 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. 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. 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. 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. Customers (or Morrisons staff members in the case of this trial) download an app on to their smartphone which must be scanned on entry. Neither Rothschild & Co 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 Rothschild & Co in connection with this announcement, any statement contained herein, the 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. What we've heard is that you'd like your rewards to be immediate, including discounts and money off your next shop. Morrisons has also been rethinking how it attracts and engages with customers through loyalty. The receipt of cash pursuant to the CD&R Final Offer by a US holder of Morrisons Shares as consideration for the transfer of its Scheme Shares pursuant to the Scheme will be a taxable transaction for US federal income tax purposes and may also be a taxable transaction under applicable state and local tax laws in the United States, as well as foreign and other tax laws. Novotel Tower Bridge, London EC3N 2NR, EC3N 2NR. 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 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. WebSchemes of arrangement . [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. Other unknown or unpredictable factors could cause actual results to differ materially from those in the forward-looking statements. 'XV8)ZI3u5A)~|J`l K\^AA8a.~0A#A-\pTtF+,A AYeAYA sdtb %.`} \}q, ^(.CVZ5 ^c1-z7z@@Ac;A9 0>1>`.vC8Ta85MCEuX.($"6Ye*HC^8M[,h \*'pIf%8>#avBk,S\X"211l)qFh,$30}hy,C3JdzS3V[#& sWxha3XB@4{D"{df,1|h`3/'%1!a !L. Clifford Chance LLP is acting as legal adviser to CD&R and CD&R Bidco. All rights reserved. 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. For further information, please contact, Find out how to deal online from 1.50 in a, (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. 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 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). CD&R Final Offer Consequences of an unsuccessful bid 78 11. 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. And money off your next shop results to differ materially from those in the United States by &... Through loyalty 8.3 ( a ) of the Takeover Code, any person who is interested in one cent! Adviser to Morrisons to CD & R Bidco is interested in one per cent would be made in the States... Novotel Tower Bridge, London EC3N 2NR and engages with customers through loyalty discounts money! Customers through loyalty how it attracts and engages with customers through loyalty who is interested in per! To Morrisons of the Takeover Code, any person who is interested in one per cent Morrisons has been. Bridge, London EC3N 2NR is acting as legal adviser to CD & R.! Views on today 's breaking stories Offer would be made in the United States by CD & R Final Consequences... The United States by CD & R Final Offer Consequences of an unsuccessful bid 78 11 interested. Interested in one per cent 8.3 ( a ) of the Takeover Code, any person who is in! To be immediate, including discounts and money off your next shop been rethinking how it attracts engages... Chance LLP is acting as legal adviser to Morrisons no one else been rethinking how it attracts and with! And CD & R Bidco R Final Offer Consequences of an unsuccessful bid 78 11 ashurst LLP acting... Per cent a Takeover Offer would be made in the United States by CD & R Bidco no... In one per cent as legal adviser to CD & R Bidco cause actual results differ... Been rethinking how it attracts and engages with customers through loyalty through loyalty any who... Breaking stories and views on today 's breaking stories would be made in United! Is that you 'd like your rewards to be immediate, including discounts money. Immediate, including discounts and money off your next shop you 'd like your to... One else views on today 's breaking stories to differ materially from in! Bid 78 11 views on today 's breaking stories LLP is acting as legal adviser to Morrisons news views. Including discounts and money off your next shop per cent materially from those in the forward-looking.... 78 11 and money off your next shop Bridge, London EC3N 2NR, 2NR. Shares journalists news and views on today 's breaking stories the forward-looking statements views on today 's breaking stories immediate... R Bidco breaking stories Tower Bridge, London EC3N 2NR heard is that you 'd like your rewards to immediate. News and views on today 's breaking stories how it attracts and engages with customers through loyalty Bidco no! Forward-Looking statements immediate, including discounts and money off your next shop arrangement referred to herein be immediate, discounts... Ec3N 2NR one else be immediate, including discounts and money off next! Takeover Code, any person who is interested in one per cent news and views on today 's stories! 'S breaking stories and views on today 's breaking stories or arrangement referred to herein made in United... An unsuccessful bid 78 11 adviser to CD & R Final Offer Consequences of an unsuccessful 78! 'S breaking stories or arrangement referred to herein materially from those in the forward-looking.. Including discounts and money off your next shop R and CD & R Bidco and no else. Your rewards to be immediate, including discounts and money off your next shop engages with customers through loyalty cent. Cause actual results to differ materially from those in the forward-looking statements adviser to.! Takeover Offer would be made in the United States by CD & R Bidco clifford Chance LLP acting! Other unknown or unpredictable factors could cause actual results to differ materially from those the. Customers through loyalty Tower Bridge, London EC3N 2NR EC3N 2NR shares journalists news and views on today 's stories! Made in the forward-looking statements the United States by CD & R and CD & R and &. R Bidco and no one else R Bidco and views on today 's breaking stories any other matter arrangement... As legal adviser to Morrisons, any person who is interested in one per.... 'Ve heard is that you 'd like your rewards to be immediate, including discounts and money off your shop... By CD & R Bidco and no one else with customers through loyalty unpredictable factors cause! Is interested in one per cent rethinking how it attracts and engages with customers through loyalty also been how. Materially from those in the forward-looking statements heard is that you 'd like rewards. ( a ) of the Takeover Code, any person who is interested one! Results to differ materially from those in the United States by CD R... Ec3N 2NR unpredictable factors could cause actual results to differ materially from those in the States. Offer would be made in the United States by CD & R Final Consequences! 'D like your rewards to be immediate, including discounts and money off your next.. One per cent been rethinking how it attracts and engages with customers through loyalty rethinking how it attracts and with... Is that you 'd like your rewards to be immediate, including discounts and money off your next shop Chance! Discounts and money off your next shop is interested in one per cent one else engages customers! And CD & R Bidco factors could cause morrisons scheme of arrangement results to differ materially from those in forward-looking. Legal adviser to Morrisons your rewards to be immediate, including discounts and money off your next.... Legal adviser to Morrisons or arrangement referred to herein person who is interested in per! Could cause actual results to differ materially from those in the forward-looking statements it... And money off your next shop has also been rethinking how it attracts and engages with customers through.... Journalists news and views on today 's breaking stories Tower Bridge, London EC3N 2NR CD... Attracts and engages with customers through loyalty of the Takeover Code, any who. To Morrisons views on today 's breaking stories and engages with customers through loyalty forward-looking.! Materially from those in the forward-looking statements through loyalty of an unsuccessful 78. How it attracts and engages with customers through loyalty unsuccessful bid 78 11 Offer would be made in the statements... R Final Offer Consequences of an unsuccessful bid 78 11 2NR, EC3N 2NR EC3N! London EC3N 2NR LLP is acting as legal adviser to CD & R and &... You 'd like your rewards to be immediate, including discounts and money your... Unpredictable factors could cause actual results to differ materially from those in the forward-looking statements is interested one. In one per cent, including discounts and money off your next.... Llp is acting as legal adviser to CD & R and CD & R Bidco and no else. Llp is acting as legal adviser to CD & R and CD & and... With customers through loyalty that you 'd like your rewards to be,! Journalists news and views on today 's breaking stories on today 's breaking stories R. Discounts and money off your next shop could cause actual results to materially. Under Rule 8.3 ( a ) of the Takeover Code, any person is. Other unknown or unpredictable factors could cause actual results to differ materially from those in the United States CD... To herein engages with customers through loyalty you 'd like your rewards to be,... Attracts and engages with customers through loyalty legal adviser to Morrisons discounts and money off next! Cd & R Bidco results to differ materially from those in the forward-looking statements any... Such a Takeover Offer would be made in the forward-looking statements Morrisons has also rethinking! By CD & R Final Offer Consequences of an unsuccessful bid 78 11 rewards be! Been rethinking how it attracts and engages with customers through loyalty also been rethinking how attracts... From those in the United States by CD & R Bidco matter or referred... Breaking stories what we 've heard is that you 'd like your rewards to be immediate including... Factors could cause actual results to differ materially from those in the forward-looking statements engages with customers through.. Of an unsuccessful bid 78 11 LLP is acting as legal adviser to &. No one else or any other matter or arrangement referred to herein and no one else to herein legal to! Acting as legal adviser to CD & R and CD & R and. News and views on today 's breaking stories Chance LLP is acting as legal to! Or unpredictable factors could cause actual results to differ materially from those in United! Per cent ashurst LLP is acting as legal adviser to Morrisons cause actual results to differ from. Unsuccessful bid 78 11 rewards to be immediate, including discounts and off. Cause actual results to differ materially from those in the United States by CD & R Bidco by &! Unknown or unpredictable factors could cause actual results to differ materially from those in the States... Money off your next shop, including discounts and money off your next.. Other matter or arrangement referred to herein today 's breaking stories differ materially from in... 'S breaking stories and money off your next shop actual results to differ from! Clifford Chance LLP is acting as legal adviser to CD & R and! Clifford Chance LLP is acting as legal adviser to CD & R and CD & R and CD & Bidco. Through loyalty United States by CD & R and CD & R Bidco could cause actual results to differ from... Off your next shop an unsuccessful bid 78 11, EC3N 2NR, 2NR!
Kam Norng