26th Oct 2007 07:01
Sainsbury(J) PLC26 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 informedSainsbury's that it is seeking increased funding of approximately £500 millionof additional equity in respect of the proposed acquisition of Sainsbury's at anoffer price of 600 pence per share in cash. Delta Two has entered intodiscussions with the Qatar Investment Authority to secure such funding. Therecan be no certainty that such funding will be forthcoming and, therefore, nocertainty that an offer will be made. Sainsbury's and Delta Two agree that it is in the best interests of shareholdersand colleagues to bring this process to a conclusion as soon as practicable. Atthe request of Delta Two and Sainsbury's, the Takeover Panel Executive has todayannounced a deadline of 5.00pm on 8 November 2007, unless the Takeover PanelExecutive consents otherwise, by which Delta Two must either announce a firmintention to make an offer for Sainsbury's under Rule 2.5 of the Takeover Codeor announce that it does not intend to make an offer for Sainsbury's. In theevent that Delta Two announces that it does not intend to make an offer forSainsbury's, Delta Two and any person acting in concert with it will, exceptwith the consent of the Takeover Panel Executive, be bound by the restrictionscontained in Rule 2.8 of the Takeover Code for six months from the date of suchannouncement. A further announcement will be made in due course. Enquiries: Financial Dynamics (Public relations adviser to Delta Two): Tel: +44 (0) 20 7831 3113Giles SandersonJonathon Brill Finsbury (Public relations adviser to Sainsbury's): Tel: +44 (0) 20 7251 3801Mike SmithAlex Pettifer Sainsbury's:Elliot Jordan (Investor Relations) Tel: +44 (0) 20 7695 4931Pip Wood (Media) Tel: +44 (0) 20 7695 7295 This announcement does not constitute, or form any part of, any offer forsecurities. 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. UBS Investment Bank and Morgan Stanley & Co. Limited are acting as jointfinancial advisers and joint brokers to Sainsbury's, and no one else inconnection with the potential offer and the contents of this announcement andwill not be responsible to anyone other than Sainsbury's for providing theprotections afforded to the clients of UBS Investment Bank and Morgan Stanley &Co. Limited, nor for providing advice in relation to the potential offer, thecontents 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 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