(Financial Adviser and Joint Corporate Broker to, Citigate Dewe Rogerson International rates apply to calls from outside the UK. CASH OFFER, 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")). In Re Freeman FinTech Corporation Ltd [2021] HKCFI 310, the Hong Kong court sanctioned a scheme of arrangement in respect of a debt restructuring in which the governing law of part of the debt was not Hong Kong law and the creditor to whom this debt was owed did not submit to the jurisdiction of the Hong Kong 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 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. 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. 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 section 899 of the Companies Act. All rights reserved. All references in this announcement to times are to times in London, unless otherwise stated. The event on Shares Spotlight webinars feature presentations from directors of companies explaining their investment propositions followed by an opportunity for you to ask questions. 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 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 The circular in relation to the Scheme was published or made available to Morrisons Shareholders and Morrisons CSN Participants on 25 September 2021 (the "CD&RScheme Document") and a supplementary letter in respect of the CD&R Final Offer was published or made available to Morrisons Shareholders and Morrisons CSN Participants on 5 October 2021 (the "CD&R Shareholder Letter"). Acquiring a strategic stake before a bid 32 6. Under Rule 8.3(b) of the Takeover Code, any person who is, or becomes, interested in one per cent. 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. 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. In accordance with normal UK practice and pursuant to Rule 14e-5(b) of the US Exchange Act (if applicable), CD&R Bidco, certain affiliated companies and their nominees or brokers (acting as agents), may from time to time make certain purchases of, or arrangements to purchase, Morrisons Shares outside of the US, other than pursuant to the CD&R Final Offer, until the date on which the CD&R Final Offer and/or Scheme becomes Effective, lapses or is otherwise withdrawn. (Financial Adviser to CD&R Bidco and CD&R), Teneo 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 Persons who are not resident in the United Kingdom should inform themselves of, and observe, any applicable legal or regulatory requirements of their jurisdictions. 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. 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 2023 FE fundinfo. The schemes have an estimated aggregate Section 75 deficit of around 800m at May 31 2021. 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. 4. A members' scheme of arrangement involves an agreement which affects the rights and obligations of a company and its shareholders. CD&R Final Offer Due to the scale of the Morrisons Group, there may be additional changes to the Morrisons Group's operations. 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". 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. 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. 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. A scheme of arrangement is a court-sanctioned process governed by Sections 366 and 368 of the Companies Act 2016. 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"). 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. 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. 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. 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. 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, RECOMMENDED FINAL Due to the scale of the Morrisons Group, there may be additional changes to the Morrisons Group's operations. 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. Capitalised terms used but not defined in this announcement have the meanings given to them in the CD&R Scheme Document. Terms and conditions relating to the use and distribution of this information may apply. 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. 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. This website is only for private investors. +44 20 7747 3800, Goldman Sachs International 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(a) of the Takeover Code, any person who is interested in one per cent. 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. Terms and conditions relating to the use and distribution of this information may apply. Further details in relation to Overseas Shareholders are contained in paragraph 14 of Part II (Explanatory Statement) of the CD&R Scheme Document. 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 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 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 CD&R Final Offer or any other matter or arrangement referred to herein. 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. WebSchemes of arrangement . I confirm and agree. 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")). www.morrisons-corporate.com/investor-centre/offer-from-cdr. 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 Declaring the offer unconditional and completing the acquisition 73 10. 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. 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. 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. or this announcement or any transaction or arrangement referred to herein. 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. You are cautioned not to place undue reliance on these forward-looking statements. Rate Fix announcements are filtered from this site. 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. 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. 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. CD&R believes Morrisons is a high quality business that is well-positioned within UK grocery and led by a strong management team. CD&R Final Offer Webthe Scheme, a statutory explanatory statement, an expected timetable of principal events, notices of the Court Meeting and the General Meeting and details of the actions to be 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. Clifford Chance LLP is acting as legal adviser to CD&R and CD&R Bidco. 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. Capitalised terms used but not defined in this announcement have the meanings given to them in the CD&R Scheme Document. 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. This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. 2023 FE fundinfo. this site. 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. 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 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. or any other matter or arrangement referred to herein. 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. x[]oS}Wc3{*RFzh+!U#Zc'83 C8}c9k2FYU!(VQ?NIVh6. [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. This announcement does not constitute a prospectus, prospectus equivalent document or an exempted document. 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. CD&R Final Offer A further announcement will be made when the Scheme has become Effective. Consequences of an unsuccessful bid 78 11. As such, Scheme Shareholders and Morrisons Shareholders (and any of their duly appointed proxies and/or corporate representatives) will be able to (i) attend or otherwise. BNP Paribas SA is authorised and regulated by the European Central Bank and the Autorit de Contrle Prudentiel et de Rsolution. 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. 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. 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 section 899 of the Companies Act. lenders or 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. 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. 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). Any representation to the contrary is a criminal offence in the United States. 1. Please note, this site uses cookies. 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. Morrisons has announced changes to its loyalty card scheme Credit: Getty. (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. 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. 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. And regulated by the Financial Conduct Authority to Act as a Primary information Provider in CD. By Sections 366 and 368 of the Takeover Code, any person who is in. 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