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 OR REGULATIONS OF THAT JURISDICTION.
Clarification statement by J Sainsbury plc in connection with possible offer for Home Retail Group plc
3 March 2016
For immediate release
On 2 February 2016, J Sainsbury plc ("Sainsbury's") and Home Retail Group plc ("Home Retail Group") announced that they had reached agreement in principle on the terms of a possible recommended offer for Home Retail Group. Sainsbury's stated at the time that the announcement of any firm offer in accordance with Rule 2.7 of the Code would be subject to, amongst other things, satisfactory completion of due diligence and the recommendation of Home Retail Group's Board of Directors. Sainsbury's wishes to clarify that these pre-conditions are waivable. There can be no certainty that Sainsbury's will proceed with an offer for Home Retail Group even if the pre-conditions are satisfied or waived.
For further information please contact:
Investor Relations, J Sainsbury plc
Duncan Cooper +44 (0) 20 7695 4740
Media Relations, J Sainsbury plc
Louise Evans +44 (0) 7341 070 270
Morgan Stanley +44 (0) 20 7425 8000
Paul Baker
Ian Hart
Nick Bishop
UBS +44 (0) 20 7567 8000
Hew Glyn Davies
Anna Richardson Brown
Brunswick +44 (0) 20 7404 5959
Laura Buchanan
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 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, Morgan Stanley, 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 any other person 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.
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 any other person 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.
This announcement 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 whether pursuant to this announcement or otherwise.
The distribution of this announcement in jurisdictions outside the United Kingdom may be restricted by law and therefore persons into whose possession this announcement comes should inform themselves about, and observe, such restrictions. Any failure to comply with the restrictions may constitute a violation of the securities law of any such jurisdiction.
This announcement is an advertisement and not a prospectus or prospectus equivalent document and investors should not make any investment decision in relation to any Sainsbury's or Home Retail Group shares except on the basis of information in the formal offer documentation to be published in due course, if a firm offer is made.
Any securities which may be issued in connection with the offer have not been, and will not be, registered under the US Securities Act of 1933, as amended (the "US Securities Act"), and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the US Securities Act. Sainsbury's does not intend to register any portion of the offer in the United States and no public offering will be made in the United States. Neither the US Securities and Exchange Commission nor any US state securities commission has approved or disapproved of any securities to be issued in connection with the offer. Any representation to the contrary is a criminal offence in the United States.
Publication on a website
A copy of this announcement will be made available, subject to certain restrictions relating to persons resident in 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 4 March 2016. The content of the website referred to in this announcement is not incorporated into and does not form part of this announcement.
