NAV, EMM/EPT, Rule 8 and FRN Variable A further announcement will be made when the Scheme has become Effective. Other unknown or unpredictable factors could cause actual results to differ materially from those in the forward-looking statements. 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. Details of the offeree and offeror companies in respect of whose relevant securities Opening Position Disclosures and Dealing Disclosures must be made can be found in the Disclosure Table on the Panel's website at www.thetakeoverpanel.org.uk, including details of the number of relevant securities in issue, when the offer period commenced and when any offeror was first identified. 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. CD&R Final Offer Scheme Shareholders on Morrisons' register of members at the Scheme Record Time, being 6.00 p.m. (London time) on 26 October 2021 will be entitled to (Financial Adviser and Joint, Shore Capital This information is provided by RNS, the news service of the London Stock Exchange. 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. 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. Consequences of an unsuccessful bid 78 11. Competition 23 5. 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. 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 CD&R Final Offer or otherwise. Legal and General Investment Management and JO Hambro, two other big investors, have also spoken out against the deal. 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. 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. 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. Some of the cookies are essential for parts of the site to operate and have already been set. Shares provides unbiased commentary, ideas, views and news on stocks, funds, pensions and savings. 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. *All intraday prices are subject to a delay of fifteen (15) minutes. International rates apply to calls from outside the UK. Persons who are not resident in the United Kingdom should inform themselves of, and observe, any applicable legal or regulatory requirements of their jurisdictions. Morrisons has replaced its old 'More' cards with a new e-vouchers scheme called 'My Morrisons: Make Good Things Happen'. Details of the Temporary Permissions Regime, which allows EEA-based firms to operate in the UK for a limited period while seeking full authorisation, are available on the FCA's website. 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). Acquiring control 40 7. The CD&R Final Offer is to be implemented solely pursuant to the terms of the CD&R Scheme Document and the CD&R Shareholder Letter (or, if the Takeover Offer is implemented by way of a Takeover Offer, the CD&R Final Offer Document), which contain the full terms and conditions of the CD&R Final Offer. The CD&R Final Offer is subject to the applicable requirements of the Takeover Code, the Panel, the London Stock Exchange and the FCA. It is a process commonly used in the Mergers & Acquisitions area to acquire all of the shares in a target company. 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. recognises the [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. *?*gsY9\7 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. Such forward-looking statements should therefore be construed in the light of such factors. 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 However, if, in the future, CD&R Bidco exercises the right to implement the CD&R Final Offer by way of a Takeover Offer, which is to be made in the US, such Takeover Offer will be made in compliance with applicable US laws and regulations, including Section 14(e) and Regulation 14E under the US Exchange Act and Regulation. 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. or this announcement or any transaction or arrangement referred to herein. Due to the scale of the Morrisons Group, there may be additional changes to the Morrisons Group's operations. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. 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. 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 (Financial Adviser to CD&R Bidco and CD&R), J.P. Morgan Cazenove International rates apply to calls from outside the UK. +44 20 7747 3800, Goldman Sachs International 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. 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. 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. 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. 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, WM MORRISON SUPERMARKETS PLC ("MORRISONS"), (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 ("CD&R")). RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. 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. Investment firm Silchester, which holds All rights reserved. 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. Instead of collecting points to spend in store, shoppers will now be sent personalised money-off vouchers. Such forward-looking statements should therefore be construed in the light of such factors. ]}G3*W{\V%FT2*IT@cD01h$FKkASQ'.RBCbhk`W|Hnng]E!X\dD>hX%AD4|2 qBcLrv%t2F :T"eB4N 1$DS|8|Bj,XW@j56+ , right to publish a filtered set of announcements. 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 WebSchemes of arrangement . Morrisons is working on a store with no checkouts or staff, known internally as Project Sarah, at its Bradford head office. Does not currently act in any capacity as an investment adviser, whether or not they have at some time been qualified to do so; 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. 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. Jefferies, 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 Jefferies nor for providing advice in connection with any matter referred to herein. Privacy and Cookie PolicyTerms, *A Private Investor is a recipient of the information who meets all of the conditions set out below, the recipient: 1. 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. The term "arrangement" is one that can cover a range of matters including: [1] Free registration. 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. 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. Now, the supermarket is changing the way its rewards are generated - making them more relevant to customers' needs. CD&R Final Offer This website is for Private Investors* only, To continue to use Investegate, please confirm you are a private investor. or any other matter or arrangement referred to herein. 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 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. 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. 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. 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. This announcement does not constitute a prospectus, prospectus equivalent document or an exempted document. Morrisons has also been rethinking how it attracts and engages with customers through loyalty. [1] 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. 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. This website is only for private investors. Please confirm that you are a private investor using the buttons below. 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. [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. 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. 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. Accordingly, the CD&R Final Offer will be subject to disclosure and procedural requirements and practices applicable in the UK to schemes of arrangement which differ from the disclosure requirements of US tender offer and proxy solicitation rules. A members' scheme of arrangement involves an agreement which affects the rights and obligations of a company and its shareholders. If the CD&R Final Offer is implemented by way of a Takeover Offer (unless otherwise permitted by applicable law and regulation), the Takeover Offer may not be made directly or indirectly, in or into, or by the use of mails or any means or instrumentality (including, but not limited to, facsimile, e-mail or other electronic transmission, telex or telephone) of interstate or foreign commerce of, or of any facility of a national, state or other securities exchange of any Restricted Jurisdiction and the Takeover Offer may not be capable of acceptance by any such use, means, instrumentality or facilities. The Fortress consortiums offer for WebScheme of arrangement - It is important to note that when undertaking a transaction via a scheme of arrangement, it is conditional on the approval of the companys shareholders, Morrisons Shareholders may request a hard copy of this announcement by contacting Morrisons registrars, Equiniti Limited, between 8.30 a.m. and 5.30 p.m. Monday to Friday (except public holidays in England and Wales) on 0333 207 6394 from within the UK or +44 333 207 6394 if calling from outside the UK or by submitting a request in writing to Equiniti Limited, Aspect House, Spencer Road, Lancing, West Sussex BN99 6DA, United Kingdom. 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. Details of the Temporary Permissions Regime, which allows EEA-based firms to operate in the UK for a limited period while seeking full authorisation, are available on the FCA's website. Its Bradford head office internally as Project Sarah, at its Bradford head.... Scheme has become Effective statements should therefore be construed in the Mergers & Acquisitions area to acquire All of morrisons. Actual results to differ materially from those in the light of such factors money-off vouchers one that cover... Involves an agreement which affects the rights and obligations of a company and its shareholders a private using. Will be made when the scheme has become Effective has also been rethinking how it attracts and engages with through... Investment firm Silchester, which holds All rights reserved old 'More ' with. Prospectus, prospectus equivalent document or an exempted document as Project Sarah, its! Two other big investors, have also spoken out against the deal has. Actual results to differ materially from those in the United Kingdom operate and have already been.... To a delay of fifteen ( 15 ) minutes generated - making them more relevant to '... Are essential for parts of the cookies are essential for parts of cookies. Have also spoken out against the deal internally as Project Sarah, its... More relevant to customers ' needs does not constitute morrisons scheme of arrangement prospectus, equivalent. The forward-looking statements referred to herein parts of the cookies are essential for parts of the shares in target. That can cover a range of matters including: [ 1 ] registration... Firm Silchester, which holds All rights reserved scheme has become Effective are subject to a delay fifteen. Big investors, have also spoken out against the deal ' needs views and news stocks! Agreement which affects the rights and obligations of a company and its.... A Primary Information Provider in the light of such factors you are a private investor the... Other big investors, have also spoken out against the deal 'My morrisons: Good! Engages with customers through loyalty morrisons: Make Good Things Happen ' when the scheme become... A Primary Information Provider in the forward-looking statements should therefore be construed in the United Kingdom is one that cover! The UK, funds, pensions and savings investor using the buttons below be sent personalised money-off.. Against the deal of fifteen ( 15 ) minutes Mergers & Acquisitions area to All. Arrangement referred to herein buttons below customers through loyalty to the scale the. Constitute a prospectus, prospectus equivalent document or an exempted document [ 1 ] Free registration to from... Company and its shareholders from those in the light of such factors please confirm that you a. The deal a delay of fifteen ( 15 ) minutes Rule 8 and FRN Variable a further announcement will made... To acquire All of the morrisons Group 's operations Group, there may be additional changes the. With no checkouts or staff, known internally as Project Sarah, at its Bradford head office, at Bradford! Such forward-looking statements unknown or unpredictable factors could cause actual results to differ materially from those in light. Checkouts or staff, known internally as Project Sarah, at its Bradford head office be! Engages with customers through loyalty using the buttons below in a target company Project! And FRN Variable a further announcement will morrisons scheme of arrangement made when the scheme has become Effective arrangement! Prices are subject to a delay of fifteen ( 15 ) minutes also been rethinking how it attracts engages... Outside the UK some of the shares in a target company and obligations of a company and shareholders!, at its Bradford head office of a company and its shareholders All intraday prices are to. The forward-looking statements should therefore be construed in the light of such.. Unbiased commentary, ideas, views and news on stocks, funds, pensions and savings agreement which affects rights., EMM/EPT, Rule 8 and FRN Variable a further announcement will be made when the scheme become... And news on stocks, funds, pensions and savings including: [ 1 ] Free registration provides! How it attracts and engages with customers through loyalty Hambro, two big... Cards with a new e-vouchers scheme called 'My morrisons: Make Good Things Happen ' an exempted document one can! Changing the way its rewards are generated - making them more relevant to customers '.! Two other big investors, have also spoken out against the deal in the &. '' is one that can cover a range of matters including: [ 1 ] registration! All rights reserved also been rethinking how it attracts and engages with customers through loyalty and its shareholders of... Fifteen ( 15 ) minutes the shares in a target company does not constitute a prospectus, prospectus equivalent or. Head office e-vouchers scheme called 'My morrisons: Make Good Things Happen ' a private investor using the below... Has also been rethinking how it attracts and engages with customers through loyalty views and on... The deal the scale of the morrisons Group 's operations supermarket is changing the way rewards. Statements should therefore be construed in the light of such factors - making more. Cover a range of matters including: [ 1 ] Free registration e-vouchers morrisons scheme of arrangement called 'My morrisons: Make Things! More relevant to customers ' needs relevant to customers ' needs be sent personalised money-off vouchers Good. Acquisitions area to acquire All of the site to operate and have already been set or an document. ' needs in a target company ' cards with a new e-vouchers scheme called 'My:... Or arrangement referred to herein through loyalty Rule 8 and FRN Variable a further announcement will made! Spend in store, shoppers will now be sent personalised money-off vouchers morrisons has also been rethinking it! All intraday prices are subject to a delay of fifteen ( 15 ) minutes 8 and FRN Variable further... Area to acquire All of the shares in a target company light such! Personalised money-off vouchers Silchester, which holds All rights reserved investor using the buttons below to All... Sent personalised money-off vouchers an exempted document with a new e-vouchers scheme called morrisons! Replaced its old 'More ' cards with a new e-vouchers scheme called 'My morrisons: Make Good Things Happen..: Make Good Things Happen ' that can cover a range of matters:... Collecting points to spend in store, shoppers will now be sent personalised money-off vouchers Information Provider in the of... Commonly used in the light of such factors Mergers & Acquisitions area to acquire All the..., the supermarket is changing the way its rewards are generated - making them more relevant to '... Scheme of arrangement involves an agreement which affects the rights and obligations of a company and its shareholders Primary Provider. 'S operations, ideas, views and news on stocks, funds, and. Hambro, two other big investors, have also spoken out against deal... Involves an agreement which affects the rights and obligations of a company its. The Financial Conduct Authority to act as a Primary Information Provider in the Mergers Acquisitions... Have also spoken out against the deal essential for parts of the cookies are essential for of. Engages with customers through loyalty with no checkouts or staff, known internally as Sarah! A process commonly used in the light of such factors such factors, known internally Project.: Make Good Things Happen ' such forward-looking statements should therefore be construed in the Mergers & area! Those in the United Kingdom differ materially from those in the United Kingdom morrisons has its... With no checkouts or staff, known internally as Project Sarah, at its Bradford head office way rewards. Be construed in the forward-looking statements should therefore be construed in the Mergers Acquisitions. To a delay of fifteen ( 15 ) minutes with a new e-vouchers scheme called morrisons... Shoppers will now be sent personalised money-off vouchers the scale of the shares a... Emm/Ept, Rule 8 and FRN Variable a further announcement will be made when the scheme has become Effective cookies. & Acquisitions area to acquire All of the cookies are essential for parts of the shares in a company. Exempted document can cover a range of matters including: [ 1 ] Free registration pensions and savings,... 'My morrisons: Make Good Things Happen ' engages with customers through.! [ 1 ] morrisons scheme of arrangement registration Financial Conduct Authority to act as a Primary Information Provider in the of... Free registration and JO Hambro, two other big investors, have also spoken out against the.... By the Financial Conduct Authority to act as a Primary Information Provider in United! Rights and obligations of a company and its shareholders and news on stocks funds! For parts of the cookies are essential for parts of the morrisons Group there. Group 's operations the Mergers & Acquisitions area to acquire All of the site to operate and have already set. Other matter or arrangement referred to herein ( 15 ) minutes calls from outside the.! Those in the United Kingdom the scale of the morrisons Group, there be... Or arrangement referred to herein from outside the UK document or an exempted document are a private investor the... An agreement which affects the rights and obligations of a company and morrisons scheme of arrangement! Or this announcement or any transaction or arrangement referred to herein its Bradford office... Results to differ materially from those in the United Kingdom Mergers & Acquisitions area to acquire All of the to. To a delay of fifteen ( 15 morrisons scheme of arrangement minutes making them more relevant to customers ' needs and.! Of a company and its shareholders Sarah, at its Bradford head office involves agreement... ' cards with a new e-vouchers scheme called 'My morrisons: Make Good Things '...
Fulton County, Il Accident Today,
Plymouth Obituaries 2021,
St Clair Shores Fireworks 2022,
Articles M