Indicative Results

NOT FOR DISTRIBUTION IN OR INTO OR TO ANY PERSON LOCATED OR RESIDENT IN THE UNITED STATES, ITS TERRITORIES AND POSSESSIONS (INCLUDING PUERTO RICO, THE U.S. VIRGIN ISLANDS, GUAM, AMERICAN SAMOA, WAKE ISLAND AND THE NORTHERN MARIANA ISLANDS), ANY STATE OF THE UNITED STATES OR THE DISTRICT OF COLUMBIA OR IN OR INTO ANY OTHER JURISDICTION WHERE IT IS UNLAWFUL TO RELEASE, PUBLISH OR DISTRIBUTE THIS ANNOUNCEMENT.

Wm Morrison Supermarkets PLC announces indicative results of Tender Offers for its outstanding
£400,000,000 4.625 per cent. Notes due 2023, £400,000,000 3.500 per cent. Notes due 2026 and
£300,000,000 4.750 per cent. Notes due 2029

27 June 2018.  Wm Morrison Supermarkets PLC (the Company) announces today the indicative results for its separate invitations to holders of its outstanding (a) £400,000,000 4.625 per cent. Notes due 2023 (ISIN: XS0717069073) (the 2023 Notes), (b) £400,000,000 3.500 per cent. Notes due 2026 (ISIN: XS0808629389) (the 2026 Notes) and (c) £300,000,000 4.750 per cent. Notes due 2029 (ISIN: XS1083226321) (the 2029 Notes and, together with the 2023 Notes and the 2026 Notes, the Notes and each a Series) to tender their Notes for purchase by the Company for cash (each such invitation an Offer and, together, the Offers).

The Offers were announced on 19 June 2018 and were made on the terms and subject to the conditions contained in the tender offer memorandum dated 19 June 2018 (the Tender Offer Memorandum). Capitalised terms used in this announcement but not defined have the meanings given to them in the Tender Offer Memorandum.

If the Company decides to accept any Notes validly tendered pursuant to the Offers, the results of the relevant Offer(s) will reduce the level of gross debt outstanding and the resulting interest expense incurred by the Company.

Expected Series Acceptance Amounts

As at the Expiration Deadline, the Company had received valid tenders for purchase pursuant to the Offers of (i) £159,725,000 in aggregate nominal amount of 2023 Notes, (ii) £125,229,000 in aggregate nominal amount of 2026 Notes and (iii) £181,350,000 in aggregate nominal amount of 2029 Notes.

The Company is pleased with the strong response received from Noteholders and if it decides to accept Notes validly tendered pursuant to the Offers, the Company expects that each Series Acceptance Amount, and any Scaling Factor that will be applied to Notes of the relevant Series as a consequence, will be set as follows:

2023 Notes                           £114,966,000                                                                          74.7580 per cent.

2026 Notes                           £67,577,000                                                                            55.2850 per cent.

2029 Notes                           £49,999,000                                                                            28.4285 per cent.

Noteholders should note that this is a non-binding indication of the level at which the Company expects to set each Series Acceptance Amount, and any Scaling Factor that may apply to Notes of the relevant Series as a consequence.

Pricing for the Offers will take place at or around 11.00 a.m. (London time) today (the Pricing Time).  As soon as reasonably practicable after the Pricing Time, the Company will announce whether it will accept valid tenders of Notes pursuant to all or any of the Offers and, if so accepted, the Aggregate Consideration Amount, each Series Acceptance Amount, each Purchase Yield, each Benchmark Security Rate, each Purchase Price and, if applicable, any Scaling Factor(s) applied to Notes of any Series.

The Settlement Date in respect of the Notes accepted for purchase pursuant to the Offers is expected to be 29 June 2018. 

HSBC Bank plc (Telephone: +44 (0) 20 7992 6237; Attention: Liability Management Group; Email: LM_EMEA@hsbc.com) and Lloyds Bank Corporate Markets plc (Telephone: +44 (0) 20 7158 1721; Attention: Liability Management Team, Commercial Banking; Email: liability.management@lloydsbanking.com) are acting as Dealer Managers for the Offers.

Lucid Issuer Services Limited (Telephone: + 44 (0) 20 7704 0880; Fax: +44 (0) 20 3004 1590, Attention: Victor Parzyjagla; Email: morrisons@lucid-is.com) is acting as Tender Agent for the Offers.

This announcement is released by Wm Morrison Supermarkets PLC and contains inside information for the purposes of Article 7 of the Market Abuse Regulation (EU) 596/2014 (MAR), encompassing information relating to the Offers described above. For the purposes of MAR and Article 2 of Commission Implementing Regulation (EU) 2016/1055, this announcement is made by Jonathan Burke, Company Secretary at Wm Morrison Supermarkets PLC.

THIS ANNOUNCEMENT RELATES TO THE DISCLOSURE OF INFORMATION THAT QUALIFIED AS INSIDE INFORMATION WITHIN THE MEANING OF ARTICLE 7(1) OF THE MARKET ABUSE REGULATION (EU) 596/2014.

DISCLAIMER This announcement must be read in conjunction with the Tender Offer Memorandum.  No offer or invitation to acquire any securities is being made pursuant to this announcement.  The distribution of this announcement and the Tender Offer Memorandum in certain jurisdictions may be restricted by law.  Persons into whose possession this announcement and/or the Tender Offer Memorandum comes are required by each of the Company, Safeway Limited (as guarantor of the Notes), the Dealer Managers and the Tender Agent to inform themselves about, and to observe, any such restrictions.