REG - Wm Morrison Sprmkts - Closing of the Sale of Petrol Forecourts

HSBC HoldingsAnnouncement

30/04/2024 08:15

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RNS Number : 4911M  Wm Morrison Supermarkets Limited  30 April 2024

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF ARTICLE 7
OF THE MARKET ABUSE REGULATION (EU) 596/2014 AS IT FORMS PART OF UK DOMESTIC
LAW BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018, AS AMENDED.

For immediate release

30 April 2024

MORRISONS ANNOUNCES CLOSING OF THE SALE OF PETROL FORECOURTS TO MFG

WM MORRISON SUPERMARKETS LIMITED (the "Company" and, together with certain
affiliates, "Morrisons") announces that it has successfully closed the sale to
Motor Fuel Group (together with certain affiliates, "MFG") of 337 Morrisons'
petrol forecourts (including fuel, convenience retail kiosk and ancillary
services) and more than 400 associated sites on the Morrisons' car parks
across the United Kingdom for ultra-rapid electric vehicle charging
development in exchange for £2.5 billion of consideration in the form of
cash and equity instruments (the "Transaction").

The Transaction forms a new strategic partnership between the two companies.
As part of the Transaction, Morrisons has taken a minority stake of
approximately 20% equity interest in MFG and entered into commercial and
supply agreements with MFG, underscoring the long-term nature of the
partnership. The Transaction further underpins Morrisons' convenience growth
strategy.

Morrisons intends to use the cash proceeds of £1.8bn (after fees and expenses
related to the Transaction) to strengthen its capital structure and repay
certain of its debt obligations. Whilst the Company may elect to apply up to
£1bn proceeds towards reinvestment, it intends to explore if there are
efficient opportunities to apply proceeds to debt reduction, which may include
bilateral discussions with debt holders, tender offers, open market purchases
or redemptions of its debt instruments across the entire capital structure.
The Company intends to use part of the proceeds to repay the Facility A loan
under its senior facilities agreement in its entirety without delay.

HSBC Bank plc and Rabobank acted as financial advisors to Morrisons in
connection with the Transaction. Kirkland & Ellis and Eversheds acted as
legal advisors and Deloitte acted as accounting advisors to Morrisons.

About Morrisons:

Headquartered in Bradford since 1899, Morrisons is a British food retailer
with more than 100,000 colleagues in approximately 500 supermarkets and
1,000 convenience stores, in addition to wholesale supply arrangements to
approximately 300 franchise sites. We are British farming's single biggest
direct customer with all Morrisons branded fresh meat and everything on our
butchers' counters being 100% British. Foodmakers and shopkeepers are at the
heart of everything we do. See also our website:
https://www.morrisons-corporate.com/ (https://www.morrisons-corporate.com/)

Important Notice:

This announcement 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 as it forms part of UK domestic law by virtue of the
European Union (Withdrawal) Act 2018, as amended ("MAR"), and it is disclosed
in accordance with the Company's obligations under Article 17 of MAR. This
announcement is made by Jonathan Burke, Company Secretary of the Company. This
announcement is for informational purposes only and does constitute or form
any part of any offer or invitation to sell or issue, or any solicitation of
an offer to purchase or subscribe for, any securities of the Company or its
group. This announcement is not for publication, distribution or release,
directly or indirectly, in or into any jurisdiction in which the publication,
distribution or release would be unlawful.

Forward-Looking Statements:

This announcement may contain "forward-looking statements" concerning the
Company and its current expectations and projections about future events.
Generally, the words "will", "may", "should", "could", "would", "can",
"continue", "opportunity", "believes", "expects", "intends", "anticipates",
"estimates" or similar expressions identify forward-looking statements. The
forward-looking statements involve risks, assumptions and uncertainties (such
as the completion of the transactions described in this announcement),
including both economic and business risk factors that could cause actual
events or results to differ materially from any expected future events or
results expressed or implied by these forward-looking statements. The
information contained in this announcement is subject to change without notice
and, except as required by applicable law, the Company undertakes no
obligation or responsibility to update or review any forward-looking
statements whether as a result of new information, future events or otherwise.
Readers should not place undue reliance on forward-looking statements, which
speak only as at the date of this announcement.

Disclaimer:

HSBC Bank plc ("HSBC") is acting as financial adviser to Morrisons in
connection with the Transaction and will not be responsible to anyone other
than Morrisons for providing the protections afforded to clients of HSBC, or
for providing advice in connection with the Transaction.

Coöperatieve Rabobank U.A., acting through its Mergers & Acquisitions
department ("Rabobank"), is acting as financial adviser to Morrisons in
connection with the Transaction and will not be responsible to anyone other
than Morrisons for providing the protections afforded to clients of Rabobank,
or for providing advice in connection with the Transaction.

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