morrisons scheme of arrangement

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. or this announcement or any transaction or arrangement referred to herein. *All intraday prices are subject to a delay of fifteen (15) minutes. About this guide . 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. 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. The CD&R Final Offer relates to the shares of an English company and is being made by means of a scheme of arrangement provided for under English company law. 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. 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"). 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. '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. 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. 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. WebSchemes of arrangement . The AJ Bell Fund and Investment Trust Awards is your chance to vote for your pick of active and passive funds in 15 award categories. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. 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. 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. 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. Neither the US Securities and Exchange Commission nor any US state securities commission has approved or disapproved of the CD&R Final Offer, or determined if the CD&R Scheme Document or the CD&R Shareholder Letter is accurate or complete. CD&R believes Morrisons is a high quality business that is well-positioned within UK grocery and led by a strong management team. You are cautioned not to place undue reliance on these forward-looking statements. 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. CD&R Final Offer 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 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. By using this site, you agree to use the content for private use only. 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. The schemes have an estimated aggregate Section 75 deficit of around 800m at May 31 2021. 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 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. 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. The CD&R Final Offer is subject to the applicable requirements of the Takeover Code, the Panel, the London Stock Exchange and the FCA. 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 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. or otherwise. Andrew Kasoulis (Investor Relations Director), Simon Rigby (Director of External Communications), Rothschild & Co 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. READ MORE. Some of the objectives of a scheme of arrangement are: To revive a financially distressed company as a going concern; To avoid the prospect of liquidation and to restrain proceedings against an insolvent or a barely 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. CD&R Final Offer Any representation to the contrary is a criminal offence in the United States. Dividend history View the Ashurst LLP is acting as legal adviser to Morrisons. Any failure to comply with the applicable restrictions may constitute a violation of the securities laws of any such jurisdiction. (Financial Adviser and Joint Corporate Broker to, Citigate Dewe Rogerson RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. 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, 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. 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. 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. WebSchemes of arrangement 17 4. You may delete and block all cookies from this site, but if you do, parts of the site may not work. 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, 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. 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. Making a bid 47 8. The defence 65 9. or any other matter or arrangement referred to herein. WebA scheme of arrangement (or a "scheme of reconstruction") is a court-approved agreement between a company and its shareholders or creditors (e.g. A request has been made for the suspension of 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 with effect from 7.30 a.m. on 27 October 2021. Shares Investor Evening (London) - LIVE EVENT, Mercia Asset Management (MERC) - Dr. Mark Payton, CEO, TB Amati UK Listed Smaller Companies Fund - Dr Paul Jourdan, CEO. Yesterday, the supermarket launched a revamped version of its loyalty scheme, with an instant money offer replacing 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 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. 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. As such, Scheme Shareholders and Morrisons Shareholders (and any of their duly appointed proxies and/or corporate representatives) will be able to (i) attend 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. 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 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. 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. Shares provides unbiased commentary, ideas, views and news on stocks, funds, pensions and savings. 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. 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. 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. or this announcement or any transaction or arrangement referred to herein. 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). Obtains access to the information in a personal capacity; Please note, this site uses cookies. WebScheme 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 CD&R Final Offer 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. Significantly, a scheme of arrangement can be used to implement a restructuring where not all creditors agree to the compromise proposed. Investment firm Silchester, which holds A top hatting scheme involves the parent company of a group being replaced with a new holding company. The CD&R Final Offer is subject to the applicable requirements of the Takeover Code, the Panel, the London Stock Exchange and the FCA. 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. 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. MBOs and similar transactions 81 (Lead Financial Adviser to Morrisons), Jefferies International Limited Free registration. All references in this announcement to times are to times in London, unless otherwise stated. or this announcement or any transaction or arrangement 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. A scheme of arrangement enables a company to agree with its creditors, or one or more classes of its creditors, a compromise in respect of its debts owed to those creditors. Such schemes have been adopted in order to create a holding company 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). 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"). 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. Britain's fourth largest supermarket is teaming with US venture AiFi on the initiative. International rates apply to calls from outside the UK. Morrisons operates and participates in three defined benefit pension schemes in the UK, being the Morrisons 1967 Section of the Morrisons Retirement ]}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+ , www.morrisons-corporate.com/investor-centre/offer-from-cdr. 5. 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. 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. Under Rule 8.3(b) of the Takeover Code, any person who is, or becomes, interested in one per cent. this site. %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. Neither the US Securities and Exchange Commission nor any US state securities commission has approved or disapproved of the CD&R Final Offer, or determined if the CD&R Scheme Document or the CD&R Shareholder Letter is accurate or complete. Shares journalists news and views on today's breaking stories. 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 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.
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