24th Jul 2007 10:09
Delta (Two) Limited24 July 2007 NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION INTO OR FROM AUSTRALIA, CANADA, JAPAN OR THE UNITED STATES 24 July 2007: for immediate release DELTA (TWO) LIMITED ("DELTA TWO") RE DIRECTORATE On 19 July Delta Two announced it had delivered a proposal to the Board ofSainsbury relating to the possibility of Delta Two increasing its interest inSainsbury by way of a cash offer to acquire the balance of the ordinary sharecapital of Sainsbury and that no decision had been made regarding any possibleoffer and that there could be no certainty that any offer for Sainsbury would bemade. This continues to be the case. The proposal submitted to the Board of Sainsbury makes clear Delta Two' scommitment to strong corporate governance which would be maintained following anoffer through the intention to retain an independent non-executive presence onthe Board of Sainsbury and separate committees of the Board to monitor theAudit, Nomination and Remuneration functions. Tony Campbell, formerly DeputyChief Executive of Asda and Chairman of Spirit Group and currently SeniorNon-Executive Director of First Choice Holidays plc, has confirmed that he wouldbe prepared to serve as Chairman of Sainsbury if an offer were to be made andwere to be successful. Three Delta, which provides corporate finance advisory services to the Fund ofwhich Delta Two is a subsidiary, has a non-executive advisory board thatcomprises Sir Peter Middleton, who is Chairman of Three Delta, Nick Land and SirChristopher Howes. In addition David Mellor is employed as Three Delta'sBusiness Development Director focusing on future potential investments. He isnot an adviser to Delta Two in relation to its possible offer for Sainsbury. MrMellor does not advise Qatar on any matters, political or otherwise, and has nodirect contact with Qatar. Media Enquiries:Public relations adviser to Delta (Two) Limited:Financial Dynamics Tel: +44 (0) 20 7831 3113Giles SandersonJonathon Brill Public relations adviser to Three Delta LLP:Abchurch Communications Tel: +44 (0) 20 7398 7700Georgina BonhamJulian Bosdet Notes to Editors: Three Delta was established in 2006 and provides corporate finance advisoryservices to the Fund. To date, Three Delta has initiated, advised on and led acquisitions totallingmore than £3 billion, in addition to the investment in Sainsbury by the Fund'ssubsidiary Delta (Two) Limited. This announcement does not constitute, or form any part of, any offer for, orsolicitation of any offer for, securities. Dealing Disclosure Requirements: Under the provisions of Rule 8.3 of the Takeover Code (the "Code"), if anyperson is, or becomes, "interested" (directly or indirectly) in 1% or more ofany class of "relevant securities" of Sainsbury, all "dealings" in any "relevant" securities" of that company (including by means of an option in respect of, ora derivative referenced to, any such "relevant securities") must be publiclydisclosed by no later than 3.30pm (London time) on the London business dayfollowing the date of the relevant transaction. This requirement will continueuntil the date on which the offer becomes, or is declared, unconditional as toacceptances, lapses or is otherwise withdrawn or on which the "offer period"otherwise ends. If two or more persons act together pursuant to an agreement orunderstanding, whether formal or informal, to acquire an "interest" in "relevantsecurities" of Sainsbury, they will be deemed to be a single person for thepurpose of Rule 8.3. Under the provisions of Rule 8.1 of the Code, all "dealings" in "relevantsecurities" of Sainsbury by Delta (Two) Limited, the Qatar Investment Authority,or Sainsbury, or by any of their respective "associates", must be disclosed byno later than 12.00 noon (London time) on the London business day following thedate of the relevant transaction. A disclosure table, giving details of the companies in whose "relevantsecurities" "dealings" should be disclosed, and the number of such securities inissue can be found on the Takeover Panel's website atwww.thetakeoverpanel.org.uk. "Interests in securities" arise, in summary, when a person has long economicexposure, whether conditional or absolute, to changes in the price ofsecurities. In particular, a person will be treated as having an "interest" byvirtue of the ownership or control of securities, or by virtue of any option inrespect of, or derivative referenced to, securities. Terms in quotation marks are defined in the Code, which can also be found on thePanel's website. If you are in any doubt as to whether or not you are requiredto 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 ExchangeRelated Shares:
Sainsbury's