morrisons scheme of arrangement 21 Nov morrisons scheme of arrangement

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. CD&R Final Offer 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 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). 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"). or otherwise. [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. 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 Morrisons and Safeway schemes cover around 85,500 current and former staff. This announcement does not constitute a prospectus, prospectus equivalent document or an exempted document. This guide explains: ASICs role under the scheme provisions in Pt 5.1; 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. 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. or otherwise. Morrisons has also been rethinking how it attracts and engages with customers through loyalty. To find out more about the cookies used on Investegate and how you can manage them, see our Privacy and Cookie Policy this site. 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; The schemes have an estimated aggregate Section 75 deficit of around 800m at May 31 2021. CD&R Final Offer 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. or this announcement or any transaction or arrangement referred to herein. CD&R Final Offer A comprehensive daily news service of over 300 market and company stories from Alliance News and the RNS. 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. 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. Please note, this site uses cookies. 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, Further, it may be difficult to compel a non-US company and its affiliates to subject themselves to a US court's judgement. Morrisons has announced changes to its loyalty card scheme Credit: Getty. 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. CD&R believes Morrisons is a high quality business that is well-positioned within UK grocery and led by a strong management team. 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. Further details in relation to Overseas Shareholders are contained in paragraph 14 of Part II (Explanatory Statement) of the CD&R Scheme Document. 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. Further, it may be difficult to compel a non-US company and its affiliates to subject themselves to a US court's judgement. 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. 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. 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. 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. 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. 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"). 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. (Financial Adviser to CD&R Bidco and CD&R), J.P. Morgan Cazenove A top hatting scheme involves the parent company of a group being replaced with a new holding company. You are cautioned not to place undue reliance on these forward-looking statements. The Fortress consortiums offer for 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. 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. Please confirm that you are a private investor using the buttons below. 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 Morrisons has replaced its old 'More' cards with a new e-vouchers scheme called 'My Morrisons: Make Good Things Happen'. 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. 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. 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. Such schemes have been adopted in order to create a holding company 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. 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