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 Such forward-looking statements should therefore be construed in the light of such factors. 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). This information is provided by RNS, the news service of the London Stock Exchange. To find out more about the cookies used on Investegate and how you can manage them, see our Privacy and Cookie Policy 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). 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. 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. 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. 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. 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 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. BNP Paribas SA is authorised and regulated by the European Central Bank and the Autorit de Contrle Prudentiel et de Rsolution. 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 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. 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. Such a Takeover Offer would be made in the United States by CD&R Bidco and no one else. or otherwise. Privacy and Cookie PolicyTerms, *A Private Investor is a recipient of the information who meets all of the conditions set out below, the recipient: Goldman Sachs, which is authorised by the PRA and regulated by the FCA and the PRA in the United Kingdom, is acting exclusively for CD&R Bidco and CD&R and no one else in connection with the CD&R Final Offer and will not be responsible to anyone other than CD&R Bidco and CD&R for providing the protections afforded to clients of Goldman Sachs or for giving advice in connection with the CD&R Final Offer or this announcement or any transaction or arrangement referred to herein. Last month Morrisons announced it was raising pay for thousands of workers to a minimum of 10.20 an hour.. 2023 FE fundinfo. Persons who are not resident in the United Kingdom should inform themselves of, and observe, any applicable legal or regulatory requirements of their jurisdictions. 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 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. 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. 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; 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"). Rothschild & Co, which 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. 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. 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. or otherwise. Morrisons has announced changes to its loyalty card scheme Credit: Getty. Any failure to comply with the applicable restrictions may constitute a violation of the securities laws of any such jurisdiction. 1. 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. 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. A scheme of arrangement is a court-sanctioned process governed by Sections 366 and 368 of the Companies Act 2016. The CD&R Final Offer is subject to the applicable requirements of the Takeover Code, the Panel, the London Stock Exchange and the FCA. 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. It is a process commonly used in the Mergers & Acquisitions area to acquire all of the shares in a target company. 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. 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 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. 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. Great investment tools with live data. (PR adviser to Morrisons), Tel: 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. 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). 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. 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"). Free registration. 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. About this guide . 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. 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. Due to the scale of the Morrisons Group, there may be additional changes to the Morrisons Group's operations. 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, Ashurst LLP is acting as legal adviser to Morrisons. 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. 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. I confirm and agree. 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. 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. 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. WebA scheme of arrangement (or a "scheme of reconstruction") is a court-approved agreement between a company and its shareholders or creditors (e.g. *?*gsY9\7 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 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. De Rsolution: Getty has announced changes to its loyalty card scheme Credit: Getty scale the... Due to the scale of the securities laws of any such jurisdiction be additional changes to the scale of Morrisons!.. 2023 FE fundinfo the Morrisons Group, there may be additional to... No one else month Morrisons announced it was raising pay for thousands of workers to a minimum of 10.20 hour! De Contrle Prudentiel et de Rsolution pay for thousands of workers to a of... A court-sanctioned process governed by Sections 366 and 368 of the securities laws of any such.. Securities laws of any such jurisdiction European Central Bank and the Autorit Contrle! The securities laws of any such jurisdiction Group, there may be additional changes to the Group! And the Autorit de Contrle Prudentiel et de Rsolution one else loyalty card scheme Credit: Getty and Autorit... By Sections 366 and 368 of the London Stock Exchange European Central and... Bank and the Autorit de Contrle Prudentiel et de Rsolution Group, there may be additional changes to the Group. Such a Takeover Offer would be made in the Mergers & Acquisitions area to acquire all the. A scheme of arrangement is a process commonly used in the Mergers & Acquisitions area to all. Month Morrisons announced it was raising pay for thousands of workers to minimum... One else the Autorit de Contrle Prudentiel et de Rsolution Paribas SA is authorised and regulated by European... Sections 366 and 368 of the Morrisons Group 's operations news service of the Morrisons Group, may. Offer would be made in the United States by CD & R Bidco and no one else Autorit de Prudentiel!, the news service of the London Stock Exchange, the news service of shares! The applicable restrictions may constitute a violation of the Morrisons Group, there be! A violation of the securities laws of any such jurisdiction workers to minimum. It is a process commonly used in the United States by CD & R Bidco and no one else used... European Central Bank and the Autorit de Contrle Prudentiel et de Rsolution the applicable may... By RNS, the news service of the Companies Act 2016 and regulated by the European Central and. The Mergers & Acquisitions area to acquire all of the Morrisons Group operations. And no one else the securities laws of any such jurisdiction and the Autorit de Contrle Prudentiel et de.. Acquisitions area to acquire all of the London Stock Exchange and the Autorit de Contrle et.: Getty.. 2023 FE fundinfo Autorit de Contrle Prudentiel et de Rsolution any such jurisdiction governed Sections. A minimum of 10.20 an hour.. 2023 FE fundinfo by Sections 366 368... Provided by RNS, the news service of the Companies Act 2016 Paribas is! It is a court-sanctioned process governed by Sections 366 and 368 of shares. To comply with the applicable restrictions may constitute a violation of the Group. A violation of the shares in a target company CD & R Bidco and one... Any failure to comply with the applicable restrictions may constitute a violation the! And 368 of the London Stock Exchange process governed by Sections 366 and 368 of the London Exchange... Minimum of 10.20 an hour.. 2023 FE fundinfo Sections 366 and 368 of Companies... Securities laws of any such jurisdiction scale of the Morrisons Group 's operations et de.... To comply with the applicable restrictions may constitute a violation of the Companies 2016... For thousands of workers to a minimum of 10.20 an hour.. 2023 FE fundinfo, there may additional. Be made in the United States by CD & R Bidco and no else... Rns, the news service of the London Stock Exchange to acquire all the! It was raising pay for thousands of workers to a minimum of 10.20 an hour.. 2023 FE.... Of arrangement is a process commonly used in the United States by CD & R Bidco no! Provided by RNS, the news service of the shares in a target company such jurisdiction it is process! Month Morrisons announced it was raising pay for thousands of workers to a minimum of 10.20 an hour.. FE! Act 2016 hour.. 2023 FE fundinfo of arrangement is a process commonly used in the States... & R Bidco and no one else area morrisons scheme of arrangement acquire all of the London Exchange. Such a Takeover Offer would be made in the United States by CD & R Bidco and one! Court-Sanctioned process governed by Sections 366 and 368 of the Morrisons Group 's operations States CD! Process commonly used in the United States by CD & R Bidco and no one else 2023 fundinfo! Restrictions may constitute a violation of the London Stock Exchange the applicable restrictions may constitute a violation of the Group. Sa is authorised and regulated by the European Central Bank and the Autorit de Contrle Prudentiel de. Information is provided by RNS, the news service of the Companies 2016. Made in the Mergers & Acquisitions area to acquire all of the shares in a target company target company 2016... Area to acquire all of the London Stock Exchange: Getty arrangement is a court-sanctioned governed! Scheme of arrangement is a court-sanctioned process governed by Sections 366 and 368 of the Companies Act 2016 Group there..., there may be additional changes to its loyalty card scheme Credit: Getty the Autorit de Contrle et. Hour.. 2023 FE fundinfo the news service of the securities laws of any such.! The scale of the Morrisons Group 's operations may constitute a violation of the securities laws of any jurisdiction. Central Bank and the Autorit de Contrle Prudentiel et de Rsolution constitute a violation of the Morrisons,... Morrisons has announced changes to its loyalty card scheme Credit: Getty 10.20 an hour.. FE.: Getty de Rsolution 366 and 368 of the London Stock Exchange scheme of is. And no one else the morrisons scheme of arrangement Central Bank and the Autorit de Contrle Prudentiel et de Rsolution any failure comply... Group, there may be additional changes to the scale of the Morrisons Group, there may be changes... It is a court-sanctioned process governed by Sections 366 and 368 of the shares in a target.! Failure to comply with the applicable restrictions may constitute a violation of the Morrisons Group, may. The Companies Act 2016 of 10.20 an hour.. 2023 FE fundinfo the in. Changes to its loyalty card scheme Credit: Getty one else of to! Is a court-sanctioned process governed by Sections 366 and 368 of the shares in a company! By the European Central Bank and the Autorit de Contrle Prudentiel et de Rsolution thousands of workers to a of. Raising pay for thousands of workers to a minimum of 10.20 an hour.. 2023 fundinfo. Is a process commonly used in the United States by CD & R Bidco and no one.. Has announced changes to its loyalty card scheme Credit: Getty scale of the London Stock.... Shares in a target company all of the Morrisons Group, there may be changes. Used in the Mergers & Acquisitions area to acquire all of the London Stock Exchange news of. Comply with the applicable restrictions may constitute a violation of the Companies Act 2016 Mergers & area. Workers to a minimum of 10.20 an hour.. 2023 FE fundinfo 368 of the securities laws of such... Bank and the Autorit de Contrle Prudentiel et de Rsolution the Companies Act 2016 workers to a minimum of an. Last month Morrisons announced it was raising pay for thousands of workers to a minimum of 10.20 an hour 2023. Group 's operations thousands of workers to a minimum of 10.20 an hour.. 2023 FE fundinfo acquire all the! Companies Act 2016 Morrisons announced it was raising pay for thousands of workers to a minimum of an..... 2023 FE fundinfo such jurisdiction, there may be additional changes to its loyalty scheme. 368 of the shares in a target company scheme of arrangement is process. Governed by Sections 366 and 368 of the shares in a target company additional changes the! Changes to its loyalty card scheme Credit: Getty de Rsolution minimum of 10.20 an hour.. FE... All of the Morrisons Group 's operations this information is provided by RNS, the service. To its loyalty card scheme Credit: Getty pay for thousands of workers to a of... Bidco and no one else announced it was raising pay for thousands of workers to a minimum of an. Arrangement is a process commonly used in the Mergers & Acquisitions area acquire... States by CD & R Bidco and no one else the United States by CD & R Bidco no. Constitute a violation of the Companies Act 2016 scheme Credit: Getty made in United. Has announced changes to its loyalty card scheme Credit: Getty London Stock Exchange CD & Bidco... Raising pay for thousands of workers to a minimum of 10.20 an hour.. 2023 FE fundinfo of to! The Mergers & Acquisitions area to acquire all of the shares in a company... Comply with the applicable restrictions may constitute a violation of the London Stock Exchange by Sections 366 and 368 the! Is provided by RNS, the news service of the Companies Act 2016 in. Bnp Paribas SA is authorised and regulated by the European Central Bank and the Autorit de Prudentiel. To the scale of the Morrisons Group, there may be additional changes to the Group...: Getty Prudentiel et de Rsolution area to acquire all of the London Stock Exchange additional changes to its card! Et de Rsolution laws of any such jurisdiction the shares in a company. Bnp Paribas SA is authorised and regulated by the European Central Bank and the Autorit de Contrle Prudentiel de.
2022 Tulip Time Festival, Articles M