WM Morrison Supermarkets : Final Results of Tender Offers

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 final results of Tender Offers for (i) Safeway Limited's outstanding £200,000,000 6.125 per cent. Notes due 2018 and (ii) its outstanding €700,000,000 2.250 per cent. Notes due 2020 and £400,000,000 3.500 per cent. Notes due 2026

24 January 2017. Wm Morrison Supermarkets PLC (the Company) announces today the final results of its separate invitations to holders of (i) Safeway Limited's outstanding £200,000,000 6.125 per cent. Notes due 2018 (ISIN: XS0093004736) (the 2018 Notes) and (ii) its outstanding (a) €700,000,000 2.250 per cent. Notes due 2020 (ISIN: XS0945158821) (the 2020 Notes) and (b) £400,000,000 3.500 per cent. Notes due 2026 (ISIN: XS0808629389) (the 2026 Notesand, together with the 2018 Notes and the 2020 Notes, the Notesand each a Series)to tender their Notes for purchase by the Company for cash (each such invitation an Offerand, together, the Offers).

The results of the Offers reduce the level of gross debt outstanding and the resulting interest expense incurred by the Company. The transactions will incur a one-off cost for the Company of approximately £16 million that will be recognised outside of underlying profit before tax.

The Offers were announced on 16 January 2017 and were made on the terms and subject to the conditions contained in the tender offer memorandum dated 16 January 2017 (the Tender Offer Memorandum). Capitalised terms used in this announcement but not defined have the meanings given to them in the Tender Offer Memorandum.

Final Acceptance Amounts

The Company has decided to set the Final 2018 Notes and 2020 Notes Acceptance Amount at £208,720,971.35 (using the GBP/EUR Applicable Exchange Rate of £1 = €1.1623, where applicable) and the Final 2026 Notes Acceptance Amount at £0.

2018 Notes

The Company has decided to set the Series Acceptance Amount in respect of the 2018 Notes at £64,950,000. Accordingly, the Company will accept for purchase all 2018 Notes validly tendered pursuant to the relevant Offer with no pro ratascaling.

Pricing in respect of the Offer for the 2018 Notes took place at around 11.00 a.m. (London time) today (the Pricing Time). The Company determined that the Purchase Price it will pay for 2018 Notes validly tendered and accepted for purchase will be 109.408 per cent. of the nominal amount of such 2018 Notes.

A summary of the final results of, and pricing for, the Offer for the 2018 Notes appears below:

2020 Notes

The Company has decided to set the Series Acceptance Amount in respect of the 2020 Notes at €167,105,000. Accordingly, the Company will accept for purchase all 2020 Notes validly tendered pursuant to the relevant Offer with no pro ratascaling.

Pricing for the Offer in respect of the 2020 Notes took place at the Pricing Time. The Company determined that the Purchase Price it will pay for 2020 Notes validly tendered and accepted for purchase will be 107.255 per cent. of the nominal amount of such 2020 Notes.

A summary of the final results of, and pricing for, the Offer for the 2020 Notes appears below:

2026 Notes

On the basis of the Final 2026 Notes Acceptance Amount, the Company has decided to set the Series Acceptance Amount in respect of the 2026 Notes at £0.

General

The Settlement Date in respect of the Notes accepted for purchase pursuant to the Offers is expected to be 27 January 2017. Following settlement of the Offers, £135,050,000 in aggregate nominal amount of the 2018 Notes, €412,742,000 in aggregate nominal amount of the 2020 Notes and £383,700,000 in aggregate nominal amount of the 2026 Notes will remain outstanding.

The Company will also pay an Accrued Interest Payment in respect of Notes accepted for purchase pursuant to the Offers.

Banco Santander, S.A. (Telephone: +44 (0) 207 756 6909 / +44 (0) 207 756 6646; Attention: Liability Management; Email: tommaso.grospietro@santandergcb.com / king.cheung@santandergcb.com) and The Royal Bank of Scotland plc (trading as NatWest Markets) (Telephone: +44 (0) 20 7678 5282; Attention: Liability Management; Email: liabilitymanagement@rbs.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 / Thomas Choquet; Email: morrisons@lucid-is.com) is acting as Tender Agent for the Offers.

This announcement is released by Wm Morrison Supermarkets PLC and contains information that qualified or may have qualified as 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 Mark Amsden, Company Secretary at Wm Morrison Supermarkets PLC.

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

DISCLAIMERThis 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, the Dealer Managers and the Tender Agent to inform themselves about, and to observe, any such restrictions.