Result of convertible bond of

RNS Number : 0688U

Sainsbury(J) PLC

17 June 2009

 



17 June 2009

THIS ANNOUNCEMENT IS NOT FOR PUBLICATION, DISTRIBUTION OR RELEASE, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES, AUSTRALIA, CANADA, JAPAN OR IN ANY OTHER JURISDICTION IN WHICH OFFERS OR SALES WOULD BE PROHIBITED BY APPLICABLE LAW

Result of convertible bond offering

Following the closing of the bookbuild period, J Sainsbury plc ('Sainsbury's' or the 'Company') announces the successful placement of its offering of £190 million principal amount of convertible bonds (the 'Bonds') due 2014 (the 'Offering'), announced earlier today. Under the terms of the Offering, there will be a lock-up period from today's date until 60 days after the Closing Date (as defined below) on issuances or sales of shares or equity-linked securities by the Company, subject to certain customary exceptions.

The proceeds of the Bonds will be used to finance accelerated space growth and for general corporate purposes.

The Bonds will be convertible into fully paid new and/or existing ordinary shares of J Sainsbury plc ('Shares') and will have a semi-annual coupon of 4.25% per annum and an initial conversion price of £4.1850. The Bonds will be issued at 100% of their principal amount and, unless previously redeemed, converted or purchased and cancelled, will mature on the fifth anniversary of the issue of the Bonds in 2014. The Company will have the option to call the Bonds after the first three years should the then volume-weighted average price of the Shares be at least 130% of the then prevailing conversion price over a specified period.

Application will be made to the Financial Services Authority in its capacity as competent authority under the Financial Services and Markets Act 2000 (the 'United Kingdom Listing Authority') for the Bonds to be admitted to the Official List of the United Kingdom Listing Authority and to the London Stock Exchange plc for the Bonds to be admitted to trading on the London Stock Exchange plc's Professional Securities Market. Listing particulars will be prepared in connection with the listing of the Bonds.

Settlement and delivery of the Bonds is expected to take place no later than 16 July 2009 (the 'Closing Date').

The Bonds have been offered only to qualified investors within the meaning of Directive 2003/71/EC of the European Parliament and the Council of November 4th, 2003 and in accordance with the respective regulations of each country in which the Bonds are offered. The Bonds have not been and will not be offered or sold in the United States of America or to US persons.

Morgan Stanley & Co. International plc ('Morgan Stanley'), UBS Limited ('UBS' or 'UBS Investment Bank') and Barclays Bank PLC ('Barclays Capital') are Joint Bookrunners for the Offering.

Contacts:
Investor Relations	Media
Elliot Jordan	Pip Wood
[phone]	[phone]
Morgan Stanley	UBS Investment Bank	Barclays Capital
Alisdair Gayne	Hew Glyn Davies	Jim Ruffell
Jon Bathard-Smith	Scilla Grimble	Simon Ollerenshaw
Antoine de Guillenchmidt	James Eves	Nick Smith
[phone]	[phone]	[phone]

  This announcement is for information purposes only and shall not constitute an offer to buy, sell, issue, or subscribe for, or the solicitation of an offer to buy, sell, issue, or subscribe for any securities, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. This announcement has been issued by and is the sole responsibility of the Company.

No representation or warranty, express or implied, is or will be made as to, or in relation to, and no responsibility or liability is or will be accepted by any of Morgan Stanley, UBS or Barclays Capital (together, the 'Joint Bookrunners') or by any of their respective affiliates or agents as to, or in relation to, the accuracy or completeness of this announcement or any other written or oral information made available to or publicly available to any interested party or its advisers, and any liability therefore is expressly disclaimed.

Each of the Joint Bookrunners is acting for Sainsbury's and for no-one else in connection with the Offering, and will not be responsible to anyone other than Sainsbury's for providing the protections afforded to clients of the Joint Bookrunners or for providing advice to any other person in relation to the Offering or any other matter referred to herein. 

The distribution of this announcement and the Offering of the Bonds in certain jurisdictions may be restricted by law. No action has been taken by Sainsbury's or any of the Joint Bookrunners that would permit an offering of the Bonds or possession or distribution of this announcement or any other offering or publicity material relating to such Bonds in any jurisdiction where action for that purpose is required. Persons into whose possession this announcement comes are required by Sainsbury's and the Joint Bookrunners to inform themselves about, and to observe such restrictions.

This announcement is for information purposes only and is directed only at: (a) persons in member states of the European Economic Area (other than the United Kingdom) who are qualified investors (as defined in article 2(1)(e) of EU directive 2003/71/EC (the 'Prospectus Directive') and the relevant implementing rules and regulations adopted by each Member State). In the United Kingdom, this announcement is directed only at the following persons: investment professionals falling within article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the 'Order'); and high net worth entities, and other persons to whom it may lawfully be communicated, falling within article 49(2)(a) to (d) of the Order. This announcement is not for distribution directly or indirectly in or into the United States, Australia, Canada or Japan or any jurisdiction into which the same would be unlawful or to U.S. persons. This announcement does not constitute or form part of an offer or solicitation to purchase or subscribe for the Bonds in the United States, Australia, Canada or Japan or any jurisdiction in which such an offer or solicitation is unlawful. 

The Bonds and the Shares to be issued upon conversion of the Bonds have not been and will not be registered under the U.S. Securities Act of 1933 (the 'Securities Act') and may not be offered, sold or delivered within the United States. In addition, the Bonds are subject to U.S. tax law requirements and may not be sold to U.S. persons. This announcement does not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of these securities in any state in which such offer, solicitation or sale would be unlawful.

This announcement is not a summary of the Offering in respect of the Bonds and is qualified in its entirety by reference to the offering circular to be prepared in connection with the Offering of the Bonds (the 'Prospectus'). This announcement does not purport to identify or suggest the risks (direct or indirect) which may be associated with an investment in the Bonds. Each investor should read the Prospectus for more complete information regarding the Bonds before making an investment decision.

In connection with the issue of the Bonds, Morgan Stanley (the 'Stabilising Manager') or any person acting on behalf of the Stabilising Manager may over-allot Bonds or effect transactions with a view to supporting the market price of the Bonds at a level higher than that which might otherwise prevail. However, there is no assurance that the Stabilising Manager (or any persons acting on behalf of the Stabilising Manager) will undertake stabilisation action. Any stabilisation action may begin on or after the date on which adequate public disclosure of the final terms of the offer of the Bonds is made and, if begun, may be ended at any time, but it must end no later than the earlier of 30 days after the issue date of the Bonds and 60 days after the date of the allotment of the Bonds.

 

END

 

 

MSCUBOSRKORNAAR