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THIS ANNOUNCEMENT IS NOT FOR PUBLICATION, DISTRIBUTION OR RELEASE, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES, AUSTRALIA, CANADA, JAPAN OR IN ANY OTHER JURISDICTION IN WHICH OFFERS OR SALES WOULD BE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 equity placing
Sainsbury's is pleased to announce the successful completion of the equity placing announced earlier today (the 'Placing').
A total of 78,111,544 new ordinary shares of 28 4/7 pence each in Sainsbury's (the 'Placing Shares') have been placed by Morgan Stanley & Co. International plc ('Morgan Stanley') and UBS Limited ('UBS' or 'UBS Investment Bank') at a price of 310 pence per Placing Share, raising gross proceeds of approximately £242 million. The Placing Shares being issued represent approximately 4.4 per cent of Sainsbury's issued ordinary share capital prior to the Placing.
The Placing Shares will, when issued, be credited as fully paid and will rank pari passu in all respects with the existing ordinary shares of Sainsbury's, including the right to receive all dividends and other distributions declared, made or, with the exception of the final dividend for the financial year to 21 March 2009, paid after the date of the issue. The existing ordinary shares trade without the right to Sainsbury's final dividend of 9.6p per share declared on 13 May 2009 (payable on 17 July 2009 to those shareholders on the register at the close of business on 22 May 2009) and, as a result, the Placing Shares will not carry the right to this dividend.
Application will be made for, and the Placing is conditional on, inter alia, admission of the Placing Shares to the Official List of the Financial Services Authority, and admission to trading by London Stock Exchange plc on its main market for listed securities (together, 'Admission').
Admission is expected to take place, settlement to occur and dealing in the Placing Shares to commence at 8.00 a.m. on 22 June 2009.
Morgan Stanley and UBS are joint bookrunners for the Placing.
Contacts:
Investor Relations Media
Elliot Jordan Pip Wood
+44 (0) 20 7695 4931 +44 (0) 20 7695 7295
Morgan Stanley UBS Investment Bank
Alisdair Gayne Hew Glyn Davies
Jon Bathard-Smith Scilla Grimble
Antoine de Guillenchmidt Christopher Smith
+44 (0) 20 7425 8000 +44 (0) 20 7567 8000
This announcement contains (or may contain) certain forward-looking statements with respect to certain of Sainsbury's plans and its current goals and expectations relating to its future financial condition and performance and which involve a number of risks and uncertainties. Sainsbury's cautions readers that no forward-looking statement is a guarantee of future performance and that actual results could differ materially from those contained in the forward-looking statements. These forward-looking statements can be identified by the fact that they do not relate only to historical or current facts. Forward-looking statements sometimes use words such as 'aim', 'anticipate', 'target', 'expect', 'estimate', 'intend', 'plan', 'goal', 'believe', or other words of similar meaning. Examples of forward-looking statements include, amongst others, statements regarding Sainsbury's future financial position, business strategy, estimates of expenditure, and plans, dividend growth and objectives for future operations of Sainsbury's and other statements that are not historical fact. By their nature, forward-looking statements involve risk and uncertainty because they relate to future events and circumstances, including, but not limited to, UK domestic and global economic and business conditions, the effects of continued volatility in credit markets, market-related risks such as changes in interest rates and exchange rates, the policies and actions of governmental and regulatory authorities, changes in legislation, the further development of standards and interpretations under International Financial Reporting Standards ('IFRS') applicable to past, current and future periods, evolving practices with regard to the interpretation and application of standards under IFRS, the outcome of any pending and future litigation or regulatory investigations, the success of future acquisitions and other strategic transactions and the impact of competition - a number of which factors are beyond Sainsbury's control. As a result, Sainsbury's actual future results may differ materially from the plans, goals, and expectations set forth in Sainsbury's forward-looking statements. Any forward-looking statements made herein by or on behalf of Sainsbury's speak only as of the date they are made. Except as required by the Financial Services Authority (the 'FSA'), the London Stock Exchange or applicable law, Sainsbury's expressly disclaims any obligation or undertaking to release publicly any updates or revisions to any forward-looking statements contained in this announcement to reflect any changes in Sainsbury's expectations with regard thereto or any changes in events, conditions or circumstances on which any such statement is based.
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. 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 the United States, Australia, Canada, Japan or 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 Sainsbury's.
The Placing Shares have not been, and will not be, registered under the US Securities Act of 1933, as amended (the 'Securities Act') or under the laws of any state or other jurisdiction of the United States, and may not be offered, sold, transferred or delivered, directly or indirectly, in or into the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and in compliance with the securities laws of any state of the United States.
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 either Morgan Stanley & Co. International Plc ('Morgan Stanley') or UBS Limited ('UBS' or 'UBS Investment Bank') 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 Morgan Stanley and UBS are acting for Sainsbury's and for no-one else in connection with the Placing, and will not be responsible to anyone other than Sainsbury's for providing the protections afforded to clients of Morgan Stanley or UBS, respectively, or for providing advice to any other person in relation to the Placing or any other matter referred to herein.
The distribution of this announcement and the offering of the securities in certain jurisdictions may be restricted by law. No action has been taken by Sainsbury's or either of Morgan Stanley or UBS that would permit an offering of such securities or possession or distribution of this announcement or any other offering or publicity material relating to such securities in any jurisdiction where action for that purpose is required. Persons into whose possession this announcement comes are required by Sainsbury's and each of Morgan Stanley and UBS to inform themselves about, and to observe such restrictions.
These forward-looking statements speak only as of the date of this announcement. The information and opinions contained in this announcement are subject to change without notice and, subject to compliance with applicable law, Sainsbury's assumes no responsibility or obligation to update publicly or revise any of the forward-looking statements contained herein. The price of securities and the income from them may go down as well as up and investors may not get back the full amount invested on disposal of the securities.