Update Stmt re Possible Offer
Sainsbury(J) PLC
26 October 2007
26 October 2007
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION INTO OR FROM AUSTRALIA, CANADA,
JAPAN OR THE UNITED STATES
STATEMENT BY DELTA (TWO) LIMITED ('DELTA TWO') AND J SAINSBURY PLC
('SAINSBURY'S' OR THE 'COMPANY') REGARDING A POSSIBLE OFFER FOR SAINSBURY'S
Further to the announcement made on 20 September 2007, Delta Two has informed
Sainsbury's that it is seeking increased funding of approximately £500 million
of additional equity in respect of the proposed acquisition of Sainsbury's at an
offer price of 600 pence per share in cash. Delta Two has entered into
discussions with the Qatar Investment Authority to secure such funding. There
can be no certainty that such funding will be forthcoming and, therefore, no
certainty that an offer will be made.
Sainsbury's and Delta Two agree that it is in the best interests of shareholders
and colleagues to bring this process to a conclusion as soon as practicable. At
the request of Delta Two and Sainsbury's, the Takeover Panel Executive has today
announced a deadline of 5.00pm on 8 November 2007, unless the Takeover Panel
Executive consents otherwise, by which Delta Two must either announce a firm
intention to make an offer for Sainsbury's under Rule 2.5 of the Takeover Code
or announce that it does not intend to make an offer for Sainsbury's. In the
event that Delta Two announces that it does not intend to make an offer for
Sainsbury's, Delta Two and any person acting in concert with it will, except
with the consent of the Takeover Panel Executive, be bound by the restrictions
contained in Rule 2.8 of the Takeover Code for six months from the date of such
announcement.
A further announcement will be made in due course.
Enquiries:
Financial Dynamics (Public relations adviser to Delta Two): Tel: +44 (0) 20 7831 3113
Giles Sanderson
Jonathon Brill
Finsbury (Public relations adviser to Sainsbury's): Tel: +44 (0) 20 7251 3801
Mike Smith
Alex Pettifer
Sainsbury's:
Elliot Jordan (Investor Relations) Tel: +44 (0) 20 7695 4931
Pip Wood (Media) Tel: +44 (0) 20 7695 7295
This announcement does not constitute, or form any part of, any offer for
securities.
Dresdner Kleinwort Limited and Credit Suisse Securities (Europe) Limited, who
are authorised and regulated in the United Kingdom by the Financial Services
Authority, are acting as joint financial advisers to Delta Two and for no-one
else in connection with the contents of this announcement and will not be
responsible to anyone other than Delta Two for providing the protections
afforded to customers of Dresdner Kleinwort Limited and Credit Suisse Securities
(Europe) Limited, or for providing advice in relation to the contents of this
announcement or any matters referred to herein.
UBS Investment Bank and Morgan Stanley & Co. Limited are acting as joint
financial advisers and joint brokers to Sainsbury's, and no one else in
connection with the potential offer and the contents of this announcement and
will not be responsible to anyone other than Sainsbury's for providing the
protections afforded to the clients of UBS Investment Bank and Morgan Stanley &
Co. Limited, nor for providing advice in relation to the potential offer, the
contents of this announcement or any other matter referred to herein.
Dealing Disclosure Requirements
Under the provisions of Rule 8.3 of the Takeover Code (the 'Code'), if any
person is, or becomes, 'interested' (directly or indirectly) in 1% or more of
any class of 'relevant securities' of Sainsbury's, all 'dealings' in any
'relevant ' securities' of that company (including by means of an option in
respect of, or a derivative referenced to, any such 'relevant securities') must
be publicly disclosed by no later than 3.30pm (London time) on the London
business day following the date of the relevant transaction. This requirement
will continue until the date on which the offer becomes, or is declared,
unconditional as to acceptances, lapses or is otherwise withdrawn or on which
the 'offer period' otherwise ends. If two or more persons act together pursuant
to an agreement or understanding, whether formal or informal, to acquire an
'interest' in 'relevant securities' of Sainsbury's, they will be deemed to be a
single person for the purpose of Rule 8.3.
Under the provisions of Rule 8.1 of the Code, all 'dealings' in 'relevant
securities' of Sainsbury's by Delta (Two) Limited, the Qatar Investment
Authority, or Sainsbury's, or by any of their respective 'associates', must be
disclosed by no later than 12.00 noon (London time) on the London business day
following the date of the relevant transaction.
A disclosure table, giving details of the companies in whose 'relevant
securities' 'dealings' should be disclosed, and the number of such securities in
issue can be found on the Takeover Panel's website at
www.thetakeoverpanel.org.uk .
'Interests in securities' arise, in summary, when a person has long economic
exposure, whether conditional or absolute, to changes in the price of
securities. In particular, a person will be treated as having an 'interest' by
virtue of the ownership or control of securities, or by virtue of any option in
respect of, or derivative referenced to, securities.
Terms in quotation marks are defined in the Code, which can also be found on the
Panel's website. If you are in any doubt as to whether or not you are required
to disclose a 'dealing' under Rule 8, you should consult the Panel.
This information is provided by RNS
The company news service from the London Stock Exchange