NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO
WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION
FOR IMMEDIATE RELEASE
5 JULY 2016
RECOMMENDED CASH AND SHARE OFFER
FOR
HOME RETAIL GROUP PLC
BY
J SAINSBURY PLC
PUBLICATION OF SCHEME DOCUMENT AND PROSPECTUS
On 1 April 2016, the boards of Home Retail Group plc ("Home Retail Group") and J Sainsbury
plc ("Sainsbury's") announced (the "Rule 2.7 Announcement") that they had reached
agreement on the terms of a recommended cash and share offer (the "Acquisition") to be made by
Sainsbury's for the entire issued and to be issued share capital of Home Retail Group. The Acquisition is to be implemented
pursuant to a Court-sanctioned scheme of arrangement under Part 26 of the Companies Act 2006 (the "Scheme") and the steps contemplated by the Scheme as set out in the scheme document relating to the Acquisition (the
"Scheme Document").
The boards of Home Retail Group and Sainsbury's are pleased to announce that the Scheme Document is being sent, or
made available, to Home Retail Group Shareholders today. The Scheme Document sets out, amongst other things, a letter from the
Chairman of Home Retail Group, the full terms and conditions of the Scheme and the Acquisition, an explanatory statement, notices
of the required meetings, an expected timetable of principal events and details of the actions to be taken by Home Retail Group
Shareholders. In addition, the UK Listing Authority has today approved a prospectus in relation to the New Sainsbury's Shares to
be issued in connection with the Acquisition (the "Prospectus") and the Prospectus has been published
today on Sainsbury's website at http://www.j-sainsbury.co.uk/investor-centre/disclaimer/.
As described in the Scheme Document, the Scheme will require the approval of Home Retail Group Shareholders at the
Court Meeting and the passing of a special resolution at the General Meeting of Home Retail Group Shareholders, and then the
approval of the Court.
The Court Meeting and the General Meeting of Home Retail Group Shareholders to approve the Scheme (and the steps
contemplated by the Scheme) are scheduled to be held at 11.00 a.m. and 11.10 a.m. respectively on 27 July 2016 at Holiday Inn
Milton Keynes, 500 Saxon Gate West, Milton Keynes MK9 2HQ.
Subject to approval at the relevant meetings, Court approval and the satisfaction or waiver of the other Conditions
set out in the Scheme Document (including, amongst others, approvals from the CMA and the FCA and the Newco Reduction of Capital
having become effective), the Acquisition is expected to become effective on or around 2 September 2016, with the Sainsbury's
Offer Consideration (and, if applicable, share certificates) being sent to Home Retail Group Shareholders within 14 days of such
date. The expected timetable of principal events is set out in the Appendix to this announcement.
The boards of Sainsbury's and Home Retail Group are pleased to announce that they have received notice of no
objection from the Guernsey Financial Services Commission in relation to the Acquisition and, as a result, the Condition set out
in paragraph 1(f) of Appendix 1 of the Rule 2.7 Announcement has now been satisfied.
The Scheme Document will be available on the Home Retail Group website at https://www.homeretailgroup.com/investor-centre/sainsburys-offer/ up to and including the end of the Offer
Period.
For information purposes only, the Scheme Document will also be sent, or made available to, holders of options over
Home Retail Group Shares and persons with information rights.
The Prospectus will be available, subject to certain restrictions relating to persons resident in, or subject to
the laws and/or regulations, of any Restricted Jurisdiction or resident in any jurisdiction where the extension or availability
of the Acquisition would breach any applicable law, on Sainsbury's website at http://www.j-sainsbury.co.uk/investor-centre/disclaimer/ up to and including the date on which the New Sainsbury's
Shares are issued to Home Retail Group Shareholders.
Copies of the Scheme Document and the Prospectus, as well as other documents as set out in the Prospectus, will
also be made available for inspection during usual business hours on any weekday (Saturdays, Sundays and public holidays
excepted) up to and including the date on which the New Sainsbury's Shares are issued to Home Retail Group Shareholders at the
offices of Clifford Chance LLP at 10 Upper Bank Street, London E14 5JJ. A copy of the Scheme Document and the Prospectus
will also be submitted to the National Storage Mechanism, where they will be available for inspection at www.morningstar.co.uk/uk/NSM.
Defined terms used but not defined in this announcement have the meanings set out in the Scheme Document.
Enquiries
Home Retail Group
Richard Ashton, Finance Director
Tel: +44 (0) 1908 600 291
Mark Willis, Director of Investor Relations
Bank of America Merrill Lynch (Financial Adviser to Home Retail Group)
Jonathan Bewes
Tel: +44 (0) 20 7628 1000
Eamon Brabazon
Geoff Iles
Luke McMullan
Finsbury (PR Adviser to Home Retail Group)
Rollo Head
Tel: +44 (0) 20 7251 3801
Sainsbury's
Joanna Le Neve Foster, Investor Relations
Tel: +44 (0) 20 7695 0080
Louise Evans/Anna Harland, Media Relations
Tel: +44 (0) 20 7695 7295
Morgan Stanley (Financial Adviser to Sainsbury's)
Paul Baker
Tel: +44 (0) 20 7425 8000
Nick Bishop
UBS (Financial Adviser to Sainsbury's)
Hew Glyn Davies
Tel: +44 (0) 20 7567 8000
Anna Richardson Brown
Brunswick (PR Adviser to Sainsbury's)
Mike Smith
Tel: +44 (0) 20 7404 5959
This announcement is for information purposes only. It is not intended to and does not constitute,
or form part of, any offer, invitation or the solicitation of an offer to purchase, otherwise acquire, subscribe for, sell or
otherwise dispose of any securities, or the solicitation of any vote or approval in any jurisdiction, pursuant to the Acquisition
or otherwise, nor shall there be any sale, issuance or transfer of securities of Sainsbury's or Home Retail Group pursuant to the
Acquisition or otherwise in any jurisdiction in contravention of applicable law. The Acquisition will be implemented solely by
means of the Scheme Document (or, in the event that the Acquisition is to be implemented by means of a Takeover Offer, the Offer
Document) or any document by which the Acquisition is made which will contain the full terms and conditions of the Acquisition,
including details of how to vote in respect of the Acquisition.
Sainsbury's urges Home Retail Group Shareholders to read the Scheme Document and the Prospectus
carefully because they contain important information in relation to the Acquisition and the New Sainsbury's Shares. Any decision
or vote in respect of the Acquisition should be made only on the basis of the information contained in the Scheme Document (or,
in the event that the Acquisition is to be implemented by means of a Takeover Offer, the Offer Document) and the
Prospectus.
This announcement is an advertisement and does not constitute a prospectus or prospectus
equivalent document.
Important notices relating to financial advisers
Morgan Stanley & Co. International plc ("Morgan Stanley"), which is
authorised by the Prudential Regulation Authority and regulated by the Financial Conduct Authority and the Prudential Regulation
Authority in the United Kingdom, is acting as financial adviser to Sainsbury's and no-one else in connection with the Acquisition
or any other matter referred to herein. In connection with such matters, Morgan Stanley, its affiliates and their respective
directors, officers, employees and agents will not regard anyone other than Sainsbury's as their client, nor will they be
responsible to any other person for providing the protections afforded to their clients or for providing advice in relation to
the Acquisition, the contents of this announcement or any other matter referred to herein.
UBS Limited ("UBS") which is authorised by the Prudential Regulation
Authority and regulated by the Financial Conduct Authority and the Prudential Regulation Authority in the UK is acting as joint
financial adviser to Sainsbury's and no one else in connection with the matters set out in this announcement. In connection with
such matters, UBS, its affiliates, and its or their respective directors, officers, employees and agents will not regard any
other person as their client, nor will they be responsible to anyone other than Sainsbury's for providing the protections
afforded to their clients or for providing advice in relation to the contents of this announcement or any other matter referred
to herein.
Merrill Lynch International ("Bank of America Merrill Lynch"), a
subsidiary of Bank of America Corporation, is acting exclusively for Home Retail Group plc in connection with the matters set out
in this announcement and for no one else and will not be responsible to anyone other than Home Retail Group plc for providing the
protections afforded to its clients or for providing advice in relation to the matters set out in this announcement.
Overseas Shareholders
The release, publication or distribution of this announcement in or into jurisdictions other than the UK and the
availability of the Acquisition to Home Retail Group Shareholders who are not resident in the UK or who are subject to the laws
and/or regulations of another jurisdiction (including the ability of such Home Retail Group Shareholders to vote their Home
Retail Group Shares with respect to the Scheme and the Acquisition at the Home Retail Group Meetings, or to execute and deliver
Forms of Proxy appointing another to vote at the Home Retail Group Meetings on their behalf) may be restricted by the laws and/or
regulations of those jurisdictions. Therefore any persons who are not resident in the UK or who are subject to the laws and/or
regulations of any jurisdiction other than the UK should inform themselves about, and observe, any applicable legal or regulatory
requirements. Any failure to comply with the applicable restrictions may constitute a violation of the laws and/or regulations of
any such jurisdiction. To the fullest extent permitted by applicable law, the companies and persons involved in the Acquisition
disclaim any responsibility or liability for the violation of such restrictions by any person.
The Acquisition relates to shares of a UK company and is proposed to be effected by means of a scheme of
arrangement under the laws of England and Wales. This announcement has been prepared for the purposes of complying with English
law, the Listing Rules, the rules of the London Stock Exchange and the City Code on Takeovers and Mergers (the "Code") and the information disclosed may not be the same as that which would have been disclosed if this announcement
had been prepared in accordance with the laws and/or regulations of jurisdictions outside the United Kingdom.
Unless otherwise determined by Sainsbury's or required by the Code, and permitted by applicable law and regulation,
the Acquisition will not be made, directly or indirectly, in, into or from any Restricted Jurisdiction where to do so would
violate the laws and/or regulations in that jurisdiction and no person may vote in favour of the Acquisition by any such use,
means, instrumentality or form within a Restricted Jurisdiction or any other jurisdiction if to do so would constitute a
violation of the laws and/or regulations of that jurisdiction. Accordingly, unless otherwise determined by Sainsbury's or Home
Retail Group plc or required by the Code, and permitted by applicable law and regulation, copies of this announcement and any
formal documentation relating to the Acquisition are not being, and must not be, directly or indirectly, mailed or otherwise
forwarded, distributed or sent in, into or from any Restricted Jurisdiction where to do so would violate the laws in that
jurisdiction, and persons receiving such documents relating to the Acquisition (including agents, custodians, nominees and
trustees) must not mail or otherwise forward, distribute or send them in, into or from any Restricted Jurisdiction or such
jurisdictions where to do so would violate the laws in that jurisdiction. Any person (including, without limitation, any
custodian, nominee and trustee) who would, or otherwise intends to, or who may have a contractual or legal obligation to, forward
this announcement and/or the Scheme Document and/or any other related document to any jurisdiction outside the UK should inform
themselves of, and observe, any applicable legal or regulatory requirements of their jurisdiction. If the Acquisition is
implemented by way of a Takeover Offer (unless otherwise permitted by applicable law and regulation), the Takeover Offer may not
be made directly or indirectly, in, into or from or by the use of mails or any other means or instrumentality (including, but not
limited to, facsimile, e-mail or other electronic transmission, telex or telephone) of interstate or foreign commerce of, or of
any facility of a national state or other securities exchange of any Restricted Jurisdiction and the Takeover Offer may not be
capable of acceptance by any such use, means, instrumentality or facilities or from within any Restricted Jurisdiction.
The availability of the Acquisition to Home Retail Group Shareholders who are not resident in the United Kingdom
may be affected by the laws of the relevant jurisdictions in which they are resident. Persons who are not resident in the United
Kingdom should inform themselves of, and observe, any applicable requirements.
Further details in relation to Home Retail Group Shareholders in overseas jurisdictions are contained in the Scheme
Document.
Note to US holders of Home Retail Group Shares and Home Retail Group ADR Holders
US holders of Home Retail Group Shares and Home Retail Group ADR Holders should note that the Acquisition relates
to the securities of a UK company with a listing on the London Stock Exchange and is proposed to be implemented pursuant to a
scheme of arrangement provided for under English company law. A transaction effected by means of a scheme of arrangement is not
subject to the tender offer rules or the proxy solicitation rules under the US Exchange Act. Accordingly, the Acquisition will be
subject to UK procedural and disclosure requirements and practices applicable to a scheme of arrangement involving a target
company in England listed on the London Stock Exchange, which are different from the disclosure requirements of the US tender
offer and proxy solicitation rules. The financial information included in this announcement and other documentation related to
the Acquisition has been or will have been prepared in accordance with International Financial Reporting Standards and thus may
not be comparable to financial information of US companies or companies whose financial statements are prepared in accordance
with generally accepted accounting principles in the US. If Sainsbury's exercises its right, in the circumstances provided for in
this announcement, to implement the Acquisition by way of a Takeover Offer, such Takeover Offer will only be made in the United
States if an exemption from the registration requirements of the US Securities Act is available.
The New Sainsbury's Shares to be issued pursuant to the Acquisition have not been registered under the US
Securities Act or under any laws or with any securities regulatory authority of any state, district or other jurisdiction, of the
United States, and may only be offered or sold in the United States in reliance on an exemption from registration requirements of
the US Securities Act including in the case of the proposed scheme of arrangement, Section 3(a)(10) thereunder.
Neither the SEC nor any US state securities commission has approved or disapproved of the New Sainsbury's Shares to
be issued in connection with the Acquisition, or determined if this announcement is accurate or complete. Any representation to
the contrary is a criminal offence in the United States.
It may be difficult for US holders of Home Retail Group Shares and Home Retail Group ADR Holders to enforce their
rights and claims arising out of the US federal securities laws, since Sainsbury's and Home Retail Group are located in countries
other than the United States, and some or all of their officers and directors may be residents of countries other than the United
States. US holders of Home Retail Group Shares and Home Retail Group ADR Holders may not be able to sue a non-US company or its
officers or directors in a non-US court for violations of US securities laws. Further, it may be difficult to compel a non-US
company and its affiliates to subject themselves to a US court's judgement.
Disclosure requirements of the Code
Under Rule 8.3(a) of the Code, any person who is interested in 1% or more of any class of relevant securities of an
offeree company or of any securities exchange offeror (being any offeror other than an offeror in respect of which it has been
announced that its offer is, or is likely to be, solely in cash) must make an Opening Position Disclosure following the
commencement of the offer period and, if later, following the announcement in which any securities exchange offeror is first
identified. An Opening Position Disclosure must contain details of the person's interests and short positions in, and rights to
subscribe for, any relevant securities of each of (i) the offeree company and (ii) any securities exchange offeror(s). An Opening
Position Disclosure by a person to whom Rule 8.3(a) applies must be made by no later than 3.30 pm (London time) on the 10th
business day following the commencement of the offer period and, if appropriate, by no later than 3.30 pm (London time) on the
10th business day following the announcement in which any securities exchange offeror is first identified. Relevant persons who
deal in the relevant securities of the offeree company or of a securities exchange offeror prior to the deadline for making an
Opening Position Disclosure must instead make a Dealing Disclosure.
Under Rule 8.3(b) of the Code, any person who is, or becomes, interested in 1% or more of any class of relevant
securities of the offeree company or of any securities exchange offeror must make a Dealing Disclosure if the person deals in any
relevant securities of the offeree company or of any securities exchange offeror. A Dealing Disclosure must contain details of
the dealing concerned and of the person's interests and short positions in, and rights to subscribe for, any relevant securities
of each of (i) the offeree company and (ii) any securities exchange offeror, save to the extent that these details have
previously been disclosed under Rule 8. A Dealing Disclosure by a person to whom Rule 8.3(b) applies must be made by no later
than 3.30 pm (London time) on the business day following the date of the relevant dealing.
If two or more persons act together pursuant to an agreement or understanding, whether formal or informal, to
acquire or control an interest in relevant securities of an offeree company or a securities exchange offeror, they will be deemed
to be a single person for the purpose of Rule 8.3.
Opening Position Disclosures must also be made by the offeree company and by any offeror and Dealing Disclosures
must also be made by the offeree company, by any offeror and by any persons acting in concert with any of them (see Rules 8.1,
8.2 and 8.4).
Details of the offeree and offeror companies in respect of whose relevant securities Opening
Position Disclosures and Dealing Disclosures must be made can be found in the Disclosure Table on the Takeover Panel's website
at http://www.thetakeoverpanel.org.uk, including details of the
number of relevant securities in issue, when the offer period commenced and when any offeror was first identified. If you are in
any doubt as to whether you are required to make an Opening Position Disclosure or a Dealing Disclosure, you should contact the
Panel's Market Surveillance Unit on +44 (0)20 7638 0129.
Publication on website and availability of hard copies
A copy of this announcement will be made available on Home Retail Group's website at
https://www.homeretailgroup.com/investor-centre/sainsburys-offer/ and, subject to certain restrictions relating to persons
resident in or subject to laws and/or regulations of any Restricted Jurisdictions, on the Sainsbury's website at
http://www.j-sainsbury.co.uk/investor-centre/disclaimer/ by no later than 12 noon (London time) on 6 July 2016. For the avoidance
of doubt, the contents of these websites are not incorporated into and do not form part of this announcement.
Sainsbury's Shareholders and Home Retail Group Shareholders may request a hard copy of this announcement by email
at Shareholder.Services@sainsburys.co.uk or in writing at Shareholder Services, 3rd Floor, J Sainsbury plc, 33 Holborn, London
EC1N 2HT (in the case of Sainsbury's Shareholders) or the Company Secretary of Home Retail Group plc in writing at 489-499
Avebury Boulevard, Milton Keynes MK9 2NW or Capita Asset Services in writing at 40 Dukes Place, London EC3A 7NH (in the case of
Home Retail Group Shareholders), in each case during business hours. Sainsbury's Shareholders and Home Retail Group Shareholders
may also request that all future documents, announcements and information sent to them in relation to the Acquisition be in hard
copy form. A hard copy of such document, announcement (including this announcement) or information will not be sent unless so
requested.
Information relating to Home Retail Group Shareholders
Please be aware that addresses, electronic addresses and certain other information provided by Home Retail Group
Shareholders, persons with information rights and other relevant persons for the receipt of communications from Home Retail Group
may be provided to Sainsbury's during the Offer Period as required under Section 4 of Appendix 4 of the Code.
APPENDIX
EXPECTED TIMETABLE OF PRINCIPAL EVENTS(1)
Event
|
Expected time/date
|
Latest time for lodging blue Forms of Proxy for use at the Court Meeting(2)
|
11.00 a.m. on 25 July 2016
|
Latest time for lodging yellow Forms of Proxy for use at the General Meeting(2)
|
11.10 a.m. on 25 July 2016
|
Voting Record Time
|
6.00 p.m. on 25 July 2016
|
Court Meeting
|
11.00 a.m. on 27 July 2016
|
General Meeting(3)
|
11.10 a.m. on 27 July 2016
|
Latest time for receipt of green Forms of Election or Electronic Elections from CREST holders
|
1.00 p.m. on 30 August 2016
|
Scheme Court Hearing (to sanction the Scheme)
|
31 August 2016*
|
Last day of dealings in and for registration of transfers, and disablement in CREST, of Home Retail Group
Shares
|
31 August 2016*
|
Suspension of trading in Home Retail Group Shares
|
4.30 p.m. on 31 August 2016*
|
Scheme Record Time
|
6.00 p.m. on 31 August 2016*
|
Home Retail Group Reduction Court Hearing (to confirm Home Retail Group Reduction of Capital)
|
1 September 2016*
|
Effective Date of the Scheme
|
1 September 2016*
|
Cancellation of Home Retail Group Shares and issue of Newco Shares to Home Retail Group Shareholders
|
1 September 2016*
|
Newco Reduction Record Time
|
6.00 p.m. on 1 September 2016*
|
Newco Reduction Court Hearing (to confirm Newco Reduction of Capital)
|
2 September 2016*
|
Effective Date of Newco Reduction of Capital
|
2 September 2016*
|
Execution of transfer of Newco Shares held by Home Retail Group Shareholders to Sainsbury's
|
2 September 2016*
|
New Sainsbury's Shares issued to Home Retail Group Shareholders
|
by 8.00 a.m. on 5 September 2016*
|
Admission and commencement of dealings in New Sainsbury's Shares on the London Stock Exchange
|
8.00 a.m. on 5 September 2016*
|
Cancellation of listing of Home Retail Group Shares
|
5 September 2016*
|
Settlement of Sainsbury's Offer Consideration:
|
|
- CREST accounts of Home Retail Group Shareholders credited with new Sainsbury's Shares
|
As soon as possible after 8.00 a.m. on 5 September 2016*
|
- CREST accounts of Home Retail Group Shareholders credited with any cash due
|
Within 14 days of the Newco Reduction Effective Time
|
- Despatch of cheques and share certificates of New Sainsbury's Shares to Home Retail Group Shareholders
who held Home Retail Group Shares in certificated form
|
Within 14 days of the Newco Reduction Effective Time
|
Settlement of Capital Return:
|
|
- Despatch of cheques or settlement through CREST
|
Within 14 days of the Newco Reduction Effective Time
|
Long Stop Date
|
29 March 2017
|
|
|
|
Notes:
|
|
(1) Unless otherwise stated, all references in this document to times are to London
times.
|
(2) A blue Form of Proxy for the Court Meeting not so lodged may be handed to a
representative of Capita at the venue of the Court Meeting or the Chairman of the Court Meeting before the start of the
Court Meeting. However, the yellow Form of Proxy for the General Meeting must be lodged by 11.10 a.m. on 25 July 2016 in
order to be valid.
|
(3) To commence at 11:10 a.m. or, if later, immediately after the conclusion or
adjournment of the Court Meeting.
|
* The expected date of the Scheme Court Hearing (to sanction the Scheme) and each of the subsequent dates
set out in this timetable could be subject to change to earlier or later dates. These dates will depend, among other
things, on the date on which the regulatory and other Conditions to the Scheme and the Acquisition are satisfied or, if
capable of waiver, waived.
|