25th Sep 2007 07:03
Delta (Two) Limited25 September 2007 NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION INTO OR FROMAUSTRALIA, CANADA, JAPAN OR THE UNITED STATES 25 September 2007 STATEMENT BY DELTA (TWO) LIMITED ("DELTA TWO") AND THE TRUSTEES OF THESAINSBURY'S PENSION SCHEMES ("THE TRUSTEES") REGARDING THE POSSIBLE OFFER FOR JSAINSBURY PLC ("SAINSBURY'S" OR "THE COMPANY") Delta Two and the Trustees of Sainsbury's pension schemes (together "the Parties") jointly announce an update on the process regarding the discussions that willcommence concerning Delta Two's possible offer for Sainsbury's and itsimplications for the funding of the Sainsbury's pension schemes. Following the announcement on 20 September 2007 confirming that the Board ofSainsbury's had unanimously agreed to allow Delta Two to undertake confirmatorydue diligence, Delta Two and the Trustees have now signed a non-disclosureagreement, which will be followed by a two-way exchange of confidentialinformation. Assessing the potential impact on the Sainsbury's pension schemes of theproposed acquisition of Sainsbury's by Delta Two is complex and requires carefulconsideration, by both Delta Two and the Trustees, of a significant level ofconfidential information. Such exchange is necessary so that Delta Two canformulate an appropriate pension proposal for the Trustees' consideration and,in turn, so that the Trustees have the factual context in which properly toassess any pension proposal made by Delta Two. Following the exchange of confidential information, the two parties will be ableto engage in detailed discussions regarding the impact of the proposedtransaction on the Sainsbury's pension schemes and the appropriate terms of anyagreement. Accordingly, Delta Two has not yet made any pension proposal to theTrustees and nor has it received any funding requirement proposal from theTrustees. Discussions between the Parties will be kept confidential to the Parties and itis intended by the Parties that a further statement will be made in due course. Commenting, Paul Taylor, Principal of Three Delta and Strategic InvestmentAdviser to Delta Two, said: "Delta Two recognises the importance of ensuring that the Sainsbury's pensionschemes are appropriately funded and intends to work constructively with theTrustees to reach a timely agreement on the appropriate level of funding for theschemes. We are pleased that detailed discussions can now commence, followingthe signing of a confidentiality undertaking. We have a high regard for themanagement and employees of Sainsbury's, and we and the Trustees are keen toreach appropriate agreement in a timely manner, which is in the best interestsof the Company and the scheme members." John Adshead, Chairman of the Trustees, commented: "I am pleased that the Trustees are now able to engage in detailed discussionswith Delta Two regarding future funding of the Sainsbury's pension schemes. We,the Trustees are clear that our responsibility is to ensure that the benefitsearned by members of the pension schemes are properly funded and secured." Enquiries: Joint financial advisers to Delta (Two) Limited:Dresdner Kleinwort Limited Tel: +44 (0) 20 7623 8000John McIntyre Credit Suisse Securities (Europe) Limited Tel: +44 (0) 20 7888 8888David Livingstone Public relations adviser to Delta (Two) Limited:Financial Dynamics Tel: +44 (0) 20 7831 3113Giles SandersonJonathon Brill Financial advisers to the Trustees:Penfida Partners LLP Tel: +44 (0) 20 7337 4100Paul Jameson Public relations adviser to the Trustees:Hogarth Tel: +44 (0) 20 7645 3954Nick Denton Dresdner Kleinwort Limited and Credit Suisse Securities (Europe) Limited, whoare authorised and regulated in the United Kingdom by the Financial ServicesAuthority, are acting as joint financial advisers to Delta Two and for no-oneelse in connection with the contents of this announcement and will not beresponsible to anyone other than Delta Two for providing the protectionsafforded to customers of Dresdner Kleinwort Limited and Credit Suisse Securities(Europe) Limited, or for providing advice in relation to the contents of thisannouncement or any matters referred to herein. Penfida Partners LLP, which is authorised and regulated in the United Kingdom bythe Financial Services Authority, is acting as financial adviser to the Trusteesand for no-one else in connection with the contents of this announcement andwill not be responsible to anyone other than the Trustees for providing theprotections afforded to customers of Penfida Partners LLP, or for providingadvice in relation to the contents of this announcement or any matters referredto herein. 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's, all "dealings" in any"relevant " securities" of that company (including by means of an option inrespect of, or a derivative referenced to, any such "relevant securities") mustbe publicly disclosed by no later than 3.30pm (London time) on the Londonbusiness day following the date of the relevant transaction. This requirementwill continue until the date on which the offer becomes, or is declared,unconditional as to acceptances, lapses or is otherwise withdrawn or on whichthe "offer period" otherwise ends. If two or more persons act together pursuantto an agreement or understanding, whether formal or informal, to acquire an"interest" in "relevant securities" of Sainsbury's, they will be deemed to be asingle person for the purpose of Rule 8.3. Under the provisions of Rule 8.1 of the Code, all "dealings" in "relevantsecurities" of Sainsbury's by Delta (Two) Limited, the Qatar InvestmentAuthority, or Sainsbury's, or by any of their respective "associates", must bedisclosed by no later than 12.00 noon (London time) on the London business dayfollowing the date 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