19th Jul 2007 17:04
Delta (Two) Limited19 July 2007 NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION INTO OR FROM AUSTRALIA, CANADA, JAPAN OR THE UNITED STATES 19 July 2007: for immediate release STATEMENT BY DELTA (TWO) LIMITED ("DELTA TWO") REGARDING J SAINSBURY PLC ("SAINSBURY") Delta Two has noted articles which appeared in the UK press this morningspeculating on the terms of the proposal Delta Two addressed to the Board ofSainsbury. Delta Two confirms that a comprehensive and detailed proposal wasdelivered to the Board of Sainsbury yesterday morning. The proposal concerns the possibility of Delta Two making an offer to acquirethe balance of the ordinary share capital of Sainsbury at a price of 600 pencein cash per share. This is in addition to the 7.35 pence cash dividend to bereceived by shareholders of Sainsbury on Friday 20th July 2007. If made, theoffer would be funded by an investment of £4.6 billion in the form of equity andsubordinated PIK shares and notes, and debt finance of £6 billion provided by abanking syndicate. The proposal also envisages an investment of some £3.5billion over the next five years to fund new store expansion, further storerefurbishment and the development of Sainsbury's non-food offering. No decision has, however, been made regarding any possible offer and accordinglythere can be no certainty that any offer for Sainsbury will be made. A furtherannouncement may be made, if and when appropriate. Paul Taylor, Principal of Three Delta, which is the strategic investment adviserto Delta Two in relation to this investment, said: "Our proposal is focused on growth, not retrenchment. It is backed by ashareholder with the resources and commitment to continue to improve Sainsbury'smarket position in the UK with its reputation for quality and innovative food atcompetitive prices." 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