WM Morrison Supermarkets : Indicative Results of Tender Offers

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Wm Morrison Supermarkets PLC announces indicative 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 indicative 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 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.

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 Final Acceptance Amounts

As at the Expiration Deadline, the Company had received valid tenders for purchase pursuant to the Offers of (i) £64,950,000 in aggregate nominal amount of 2018 Notes, (ii) €167,105,000 in aggregate nominal amount of 2020 Notes and (iii) £123,554,000 in aggregate nominal amount of 2026 Notes.

The Company is pleased with the strong response received from Noteholders and as a result it expects to set the Final 2018 Notes and 2020 Notes Acceptance Amount at £208,720,971.35 and set the Final 2026 Notes Acceptance Amount at £0. If it decides to accept Notes validly tendered pursuant to the Offers, the Company expects that the Series Acceptance Amounts for each Series will be set as follows:

Series Expected Series Acceptance Amount Expected Scaling Factor

2018 Notes £64,950,000 N/A

2020 Notes €167,105,000 N/A

2026 Notes £0 N/A

Noteholders should note that this is a non-binding indication of the level at which the Company expects to set the Series Acceptance Amount in respect of each Series, and any Scaling Factor that may apply 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 Final 2018 Notes and 2020 Notes Acceptance Amount, the Final 2026 Notes Acceptance Amount, each Series Acceptance Amount, each Purchase Yield, each Benchmark Security Rate, the 2020 Notes Interpolated Mid-Swap Rate, each Purchase Price, the GBP/EUR Applicable Exchange Rate and any Scaling Factors that will be 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 27 January 2017.

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.