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. Any representation to the contrary is a criminal offence in the United States. The announcements are supplied by the denoted source. 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 4. 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. By their nature, forward-looking statements involve risk and uncertainty because they relate to events and depend on circumstances that will occur in the future. Any failure to comply with the applicable restrictions may constitute a violation of the securities laws of any such jurisdiction. Customers (or Morrisons staff members in the case of this trial) download an app on to their smartphone which must be scanned on entry. Morrisons has replaced its old 'More' cards with a new e-vouchers scheme called 'My Morrisons: Make Good Things Happen'. Web3 It is clarified that with respect to schemes of arrangement or compromise falling within the purview of section 233 of the Act, the concerned companies may, at their discretion, opt to undertake such schemes under section 230 to 232 of the CA, 2013, including where the condition prescribed in section 233(1)(d) of the CA, 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. Further, it may be difficult to compel a non-US company and its affiliates to subject themselves to a US court's judgement. 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 The schemes have an estimated aggregate Section 75 deficit of around 800m at May 31 2021. Novotel Tower Bridge, London EC3N 2NR, EC3N 2NR. 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. Investment firm Silchester, which holds 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. 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. 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. Other unknown or unpredictable factors could cause actual results to differ materially from those in the forward-looking statements. 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 Fortress consortiums offer for Morrisons has announced changes to its loyalty card scheme Credit: Getty. Andrew Kasoulis (Investor Relations Director), Simon Rigby (Director of External Communications), Rothschild & Co (Lead Financial Adviser to Morrisons), Jefferies International Limited (Financial Adviser and Joint, Shore Capital (Financial Adviser and Joint Corporate Broker to, Citigate Dewe Rogerson (PR adviser to Morrisons), Goldman Sachs International (Financial Adviser to CD&R Bidco and CD&R), J.P. Morgan Cazenove (Financial Adviser to CD&R Bidco and CD&R), Teneo (PR adviser to CD&R Bidco and CD&R). Queries about the content Further details in relation to Overseas Shareholders are contained in paragraph 14 of Part II (Explanatory Statement) of the CD&R Scheme Document. or otherwise. You may delete and block all cookies from this site, but if you do, parts of the site may not work. A further announcement will be made when the Scheme has become Effective. 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, and will not regard any other person as its client in relation to the, 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. (Financial Adviser to CD&R Bidco and CD&R), Teneo 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. 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. 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. 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. 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. Great investment tools with live data. Such forward-looking statements should therefore be construed in the light of such factors. 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. 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. Consequences of an unsuccessful bid 78 11. Britain's fourth largest supermarket is teaming with US venture AiFi on the initiative. CD&R Final Offer This website is for Private Investors* only, To continue to use Investegate, please confirm you are a private investor. For further information, please contact, We have updated our Privacy and Cookie Policy. This information is provided by RNS, the news service of the London Stock Exchange. 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. Free registration. 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. Terms and conditions relating to the use and distribution of this information may apply. or this announcement or any transaction or arrangement referred to herein. 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. A members' scheme of arrangement involves an agreement which affects the rights and obligations of a company and its shareholders. 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. All references in this announcement to times are to times in London, unless otherwise stated. Is not required to be regulated or supervised by a body concerned with the regulation or supervision of investment or financial services; 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. A scheme of arrangement is a court-sanctioned process governed by Sections 366 and 368 of the Companies Act 2016. 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. As such, Scheme Shareholders and Morrisons Shareholders (and any of their duly appointed proxies and/or corporate representatives) will be able to (i) attend (PR adviser to CD&R Bidco and CD&R). 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. The term "arrangement" is one that can cover a range of matters including: [1] Morrisons operates and participates in three defined benefit pension schemes in the UK, being the Morrisons 1967 Section of the Morrisons Retirement The Morrisons and Safeway schemes cover around 85,500 current and former staff. 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. 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. 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. Clifford Chance LLP is acting as legal adviser to CD&R and CD&R Bidco. 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. Rothschild & Co, which 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 financial information included in the CD&R Scheme Document and the CD&R Shareholder Letter (or, if the CD&R Final Offer is implemented by way of a Takeover Offer, the CD&R Final Offer Document) has been prepared in accordance with generally accepted accounting principles of the United Kingdom and thus may not be comparable to financial information of US companies or companies whose financial statements are prepared in accordance with generally accepted accounting principles in the US. Due to the scale of the Morrisons Group, there may be additional changes to the Morrisons Group's operations. 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; Investegate reserves the The financial information included in the CD&R Scheme Document and the CD&R Shareholder Letter (or, if the CD&R Final Offer is implemented by way of a Takeover Offer, the CD&R Final Offer Document) has been prepared in accordance with generally accepted accounting principles of the United Kingdom and thus may not be comparable to financial information of US companies or companies whose financial statements are prepared in accordance with generally accepted accounting principles in the US. 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. 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. 6. (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. 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. or otherwise. 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"). RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. 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. CD&R Final Offer Acquiring control 40 7. 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. 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. The CD&R Final Offer is subject to the applicable requirements of the Takeover Code, the Panel, the London Stock Exchange and the FCA. CD&R Final Offer 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 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. WebMembers schemes of arrangement are most regularly adopted for the following corporate re-organisations top hatting, merger, spin off, demerger and demutualisation. 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. Ashurst LLP is acting as legal adviser to Morrisons. 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. 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. Obtains access to the information in a personal capacity; 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, International rates apply to calls from outside the UK. BNP Paribas SA is authorised and regulated by the European Central Bank and the Autorit de Contrle Prudentiel et de Rsolution. Does not currently act in any capacity as an investment adviser, whether or not they have at some time been qualified to do so; [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. WebA scheme of arrangement (or a "scheme of reconstruction") is a court-approved agreement between a company and its shareholders or creditors (e.g. This announcement does not constitute a prospectus, prospectus equivalent document or an exempted document. 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 Please confirm that you are a private investor using the buttons below. A comprehensive daily news service of over 300 market and company stories from Alliance News and the RNS. 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. Making a bid 47 8. 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. 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. A Dealing Disclosure must contain details of the dealing concerned and 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), save to the extent that these details have previously been disclosed under Rule 8 of the Takeover Code. Fourth largest supermarket is teaming with US venture AiFi on the initiative CD & R CD... Group 's operations capitalised terms used but not defined in this announcement to are! Company stories from Alliance news and the Autorit de Contrle Prudentiel et de Rsolution Privacy and Policy! A comprehensive daily news service of the Morrisons Group, there may be to! As a Primary information Provider in the light of such factors Primary information Provider in the light of such.... Ashurst LLP is acting as legal adviser to CD & R Bidco agreement which affects the rights and obligations a... 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