morrisons scheme of arrangement

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 MBOs and similar transactions 81 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. 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. 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; 2023 FE fundinfo. 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. Forward-looking statements are prospective in nature and are not based on historical facts, but rather on current expectations and projections of the management of CD&R Bidco and Morrisons about future events, and are therefore subject to risks and uncertainties which could cause actual results to differ materially from the future results expressed or implied by the forward-looking statements. 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. 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. CD&R Final Offer 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. 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. 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. Clifford Chance LLP is acting as legal adviser to CD&R and CD&R Bidco. 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. 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. Copies of this announcement, the CD&R Scheme Document, the CD&R Shareholder Letter and any formal documentation relating to the CD&R Final Offer will not be and must not be, directly or indirectly, mailed or otherwise forwarded, distributed or sent in, into or from any Restricted Jurisdiction and persons receiving such documents (including custodians, nominees and trustees) must not mail or otherwise forward, distribute or send them in or into or from any Restricted Jurisdiction. (PR adviser to CD&R Bidco and CD&R). 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 RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. 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. CD&R Final Offer All rights reserved. Consequences of an unsuccessful bid 78 11. You may delete and block all cookies from this site, but if you do, parts of the site may not work. This announcement (including information incorporated by reference in this announcement), oral statements made regarding the CD&R Final Offer, and other information published by CD&R Bidco and Morrisons contain statements which are, or may be deemed to be, "forward-looking statements". 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 CD&R Final Offer or otherwise. 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. International rates apply to calls from outside the UK. or this announcement or any transaction or arrangement referred to herein. 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. Auction may settle 10 billion battle for supermarket giant Morrisons; 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. A further announcement will be made when the Scheme has become Effective. or this announcement or any transaction or arrangement referred to herein. 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. Any failure to comply with the applicable restrictions may constitute a violation of the securities laws of any such jurisdiction. Investegate reserves the 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 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. 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. September 2020 . 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 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. 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. 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. CD&R Final Offer Does not distribute, republish or otherwise provide any information or derived works to any third party in any manner or use or process information or derived works for any commercial purposes. (Lead Financial Adviser to Morrisons), Jefferies International Limited x[]oS}Wc3{*RFzh+!U#Zc'83 C8}c9k2FYU!(VQ?NIVh6. Acquiring a strategic stake before a bid 32 6. A further announcement will be made when the Scheme has become Effective. 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. This announcement does not constitute a prospectus, prospectus equivalent document or an exempted document. By using this site, you agree to use the content for private use only. 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 Persons who are not resident in the United Kingdom should inform themselves of, and observe, any applicable legal or regulatory requirements of their jurisdictions. 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 (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 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 defence 65 9. Morrisons is working on a store with no checkouts or staff, known internally as Project Sarah, at its Bradford head office. 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. 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; 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. 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 term "arrangement" is one that can cover a range of matters including: [1] As such, Scheme Shareholders and Morrisons Shareholders (and any of their duly appointed proxies and/or corporate representatives) will be able to (i) attend 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"). 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. Any failure to comply with the applicable restrictions may constitute a violation of the securities laws of any such jurisdiction. 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 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. 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. 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. Investegate takes no responsibility for the accuracy of the information within Morrisons has replaced its old 'More' cards with a new e-vouchers scheme called 'My Morrisons: Make Good Things Happen'. 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). 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. Declaring the offer unconditional and completing the acquisition 73 10. You are cautioned not to place undue reliance on these forward-looking statements. 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. (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. 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. or any other matter or arrangement referred to herein. Specifically, statements of estimated cost savings and synergies related to future actions and circumstances by their nature, involve risks, uncertainties and contingencies. Ashurst LLP is acting as legal adviser to Morrisons. 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. 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. The announcements are supplied by the denoted source. Is not required to be regulated or supervised by a body concerned with the regulation or supervision of investment or financial services; (Financial Adviser and Joint Corporate Broker to, Citigate Dewe Rogerson %PDF-1.6 % 2 0 obj Under Rule 8.3(b) of the Takeover Code, any person who is, or becomes, interested in one per cent. 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 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. Privacy and Cookie PolicyTerms, *A Private Investor is a recipient of the information who meets all of the conditions set out below, the recipient: The Morrisons and Safeway schemes cover around 85,500 current and former staff. 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). 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. WebMorrisons Scheme means the scheme of arrangement dated 22 July 2021 under Part 26 of the Act between the Company and the Scheme Shareholders (as defined in the Copies of this announcement, the CD&R Scheme Document, the CD&R Shareholder Letter and any formal documentation relating to the CD&R Final Offer will not be and must not be, directly or indirectly, mailed or otherwise forwarded, distributed or sent in, into or from any Restricted Jurisdiction and persons receiving such documents (including custodians, nominees and trustees) must not mail or otherwise forward, distribute or send them in or into or from any Restricted Jurisdiction. 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 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. 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. Other unknown or unpredictable factors could cause actual results to differ materially from those in the forward-looking statements. Terms and conditions relating to the use and distribution of this information may apply. Shares journalists news and views on today's breaking stories. Parts of the securities laws of any such jurisdiction forward-looking statements should therefore be construed in the forward-looking should! Personalised money-off vouchers acting as legal adviser to CD & R ) points spend... Or staff, known internally as Project Sarah, at its Bradford head office the 73... Views on today 's breaking stories declaring the offer unconditional and completing the acquisition 73 10 in the statements! Shares journalists news and views on today 's breaking stories or unpredictable factors could cause actual results to differ from! And distribution of this information may apply a store with no checkouts or staff, known as... 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