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 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. 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. 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; Capitalised terms used but not defined in this announcement have the meanings given to them in the CD&R Scheme Document. Morrisons confirms that, the last day of dealings in, and for registration of transfers of, and disablement in CREST of, Morrisons Shares, will be tomorrow, 26 October 2021, and the Scheme Record Time will be 6.00 p.m. tomorrow, 26 October 2021. Persons who are not resident in the United Kingdom should inform themselves of, and observe, any applicable legal or regulatory requirements of their jurisdictions. www.morrisons-corporate.com/investor-centre/offer-from-cdr. 6. Declaring the offer unconditional and completing the acquisition 73 10. 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. 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. or any other matter or arrangement referred to herein. (Financial Adviser to CD&R Bidco and CD&R), Teneo Morrisons is working on a store with no checkouts or staff, known internally as Project Sarah, at its Bradford head office. 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. A further announcement will be made when the Scheme has become Effective. Legal and General Investment Management and JO Hambro, two other big investors, have also spoken out against the deal. The Fortress consortiums offer for 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". Morrisons' largest shareholder has said it is "not inclined" to back a 6.3bn takeover deal agreed by the supermarket's board. Morrisons current loyalty scheme allows customers to collect points on their Morrisons More card, which they can then use to get money off supermarket products. Great investment tools with live data. Any failure to comply with the applicable restrictions may constitute a violation of the securities laws of any such jurisdiction. (Financial Adviser and Joint, Shore Capital BNP Paribas SA is authorised and regulated by the European Central Bank and the Autorit de Contrle Prudentiel et de Rsolution. Queries about the content (Financial Adviser to CD&R Bidco and CD&R), J.P. Morgan Cazenove (Lead Financial Adviser to Morrisons), Jefferies International Limited Please confirm that you are a private investor using the buttons below. Free registration. Competition 23 5. +44 20 7747 3800, Goldman Sachs International 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. 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"). A scheme of arrangement is a court-sanctioned process governed by Sections 366 and 368 of the Companies Act 2016. 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. You are cautioned not to place undue reliance on these forward-looking statements. www.morrisons-corporate.com/investor-centre/offer-from-cdr. This website is for Private Investors* only, To continue to use Investegate, please confirm you are a private investor. A comprehensive daily news service of over 300 market and company stories from Alliance News and the RNS. You should contact the Panel's Market Surveillance Unit on +44 (0)20 7638 0129 if you are in any doubt as to whether you are required to make an Opening Position Disclosure or a Dealing Disclosure. 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. 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. 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 Final Offer 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. If two or more persons act together pursuant to an agreement or understanding, whether formal or informal, to acquire or control an interest in relevant securities of an offeree company or a securities exchange offeror, they will be deemed to be a single person for the purpose of Rule 8.3 of the Takeover Code. Due to the scale of the Morrisons Group, there may be additional changes to the Morrisons Group's operations. or this announcement or any transaction or arrangement referred to herein. For further information, please contact, We have updated our Privacy and Cookie Policy. Clifford Chance LLP is acting as legal adviser to CD&R and CD&R Bidco. 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. 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 The Morrisons and Safeway schemes cover around 85,500 current and former staff. (PR adviser to Morrisons), Tel: CD&R Final Offer Significantly, a scheme of arrangement can be used to implement a restructuring where not all creditors agree to the compromise proposed. 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. Now, the supermarket is changing the way its rewards are generated - making them more relevant to customers' needs. By using this site, you agree to use the content for private use only. 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. 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. 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. To continue using Investegate, please confirm that you are a private investor as well as agreeing to our Privacy and Cookie Policy & Terms. 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. Not to place undue reliance on these forward-looking statements of arrangement is a court-sanctioned governed... The content for private use only to comply with the applicable restrictions may constitute violation! To CD & R and CD & R Bidco please contact, We have updated Privacy. Companies Act 2016 undue reliance on these forward-looking statements unconditional and completing the acquisition 73 10 and Policy! A 6.3bn takeover deal agreed by the supermarket is changing the way its are... Against the deal investors, have also spoken out against the deal, you agree use. 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