FORM 8 (OPD)
AMENDMENT
PUBLIC OPENING POSITION DISCLOSURE BY A PARTY TO AN OFFER
Rules 8.1 and 8.2 of the Takeover Code (the "Code")
(Amendment to section 3(a))
1. KEY INFORMATION
(a) Full name of discloser: |
J Sainsbury plc |
(b) Owner or controller of interests and short positions disclosed, if different from 1(a): The naming of nominee or vehicle companies is insufficient. For a trust, the trustee(s), settlor and beneficiaries must be named. |
|
(c) Name of offeror/offeree in relation to whose relevant securities this form relates: Use a separate form for each offeror/offeree |
J Sainsbury plc |
(d) Is the discloser the offeror or the offeree? |
OFFEROR |
(e) Date position held: The latest practicable date prior to the disclosure |
5 January 2016 |
(f) In addition to the company in 1(c) above, is the discloser making disclosures in respect of any other party to the offer? If it is a cash offer or possible cash offer, state "N/A" |
YES If YES, specify which: Home Retail Group plc |
2. POSITIONS OF THE PARTY TO THE OFFER MAKING THE DISCLOSURE
If there are positions or rights to subscribe to disclose in more than one class of relevant securities of the offeror or offeree named in 1(c), copy table 2(a) or (b) (as appropriate) for each additional class of relevant security.
(a) Interests and short positions in the relevant securities of the offeror or offeree to which the disclosure relates
Class of relevant security: |
Ordinary shares of 28 4/7 pence each |
|
Interests |
Short positions |
Number |
% |
Number |
% |
(1) Relevant securities owned and/or controlled: |
Nil |
0 |
Nil |
0 |
(2) Cash-settled derivatives: |
Nil |
0 |
Nil |
0 |
(3) Stock-settled derivatives (including options) and agreements to purchase/sell: |
Nil |
0 |
Nil |
0 |
TOTAL: |
Nil |
0 |
Nil |
0 |
All interests and all short positions should be disclosed.
Details of any open stock-settled derivative positions (including traded options), or agreements to purchase or sell relevant securities, should be given on a Supplemental Form 8 (Open Positions).
Details of any securities borrowing and lending positions or financial collateral arrangements should be disclosed on a Supplemental Form 8 (SBL).
(b) Rights to subscribe for new securities
Class of relevant security in relation to which subscription right exists: |
Nil |
Details, including nature of the rights concerned and relevant percentages: |
N/A |
3. POSITIONS OF PERSONS ACTING IN CONCERT WITH THE PARTY TO THE OFFER MAKING THE DISCLOSURE
Details of any interests, short positions and rights to subscribe (including directors' and other employee options) of any person acting in concert with the party to the offer making the disclosure: |
(a) Interest in J Sainsbury plc's ordinary shares held by the directors of J Sainsbury plc and their close relatives and related trusts
Class of relevant securities: |
Ordinary shares of 28 4/7 pence each |
Name |
Number of J Sainsbury plc shares held |
% |
David Tyler and his close relatives |
55,684 |
0.00 |
Mike Coupe |
1,068,515 |
0.06 |
John Rogers |
560,131* |
0.03 |
David Keens |
100,000 |
0.01 |
Jean Tomlin |
1,315 |
0.00 |
John McAdam |
1,000 |
0.00 |
Mary Harris |
13,458 |
0.00 |
Matt Brittin |
1,000 |
0.00 |
Susan Rice |
1,000 |
0.00 |
* This includes 2,024 shares held in the Sainsbury's Share Purchase Plan ("SSPP"). (b) Options over J Sainsbury plc shares held by the directors of J Sainsbury plc and their close relatives and related trusts
Class of relevant securities: |
Ordinary shares of 28 4/7 pence each |
Name |
Scheme |
Number of J Sainsbury plc shares under option |
% |
Vesting date |
Exercise price |
John Rogers |
Long-Term Incentive Plan 2006 ("LTIP") - Value Builder (2011) |
62,975 |
0.00 |
14/05/2015 |
Nil |
LTIP-Future Builder (2013) |
271,056* |
0.01 |
50%: 16/05/2016 50%: 16/05/2017 |
Nil |
LTIP-Future Builder (2014) |
359,344* |
0.02 |
50%: 15/05/2017 50%: 15/05/2018 |
Nil |
LTIP-Future Builder (2015) |
442,068* |
0.02 |
50% 14/05/2018 50%: 14/05/2019 |
Nil |
Deferred Share Award ("DSA") (2014) |
112,115 |
0.01 |
03/2016** |
Nil |
DSA (2015) |
101,665 |
0.01 |
03/2017** |
Nil |
Savings-Related Share Option Plan |
6,302 |
0.00 |
01/03/2017 |
£2.38 |
Mike Coupe |
LTIP - Future Builder (2013) |
305,984* |
0.02 |
50%: 16/05/2016 50% 16/05/2017 |
Nil |
LTIP- Future Builder (2014) |
599,740* |
0.03 |
50%: 15/05/2017 50%; 15/05/2018 |
Nil |
LTIP- Future Builder (2015) |
828,880* |
0.04 |
50%: 14/05/2018 50%: 14/05/2019 |
Nil |
DSA (2014) |
126,561 |
0.01 |
03/2016** |
Nil |
DSA (2015) |
165,907 |
0.01 |
03/2017** |
Nil |
Savings-Related Share Option Plan |
4,518 |
0.00 |
01/03/2019 |
£3.32 |
* Maximum number that could be received based on the performance multiplier of up to four times. **Final day of relevant financial year. (c) Interest in J Sainsbury plc's ordinary shares held by other concert parties of J Sainsbury plc
Class of relevant securities: |
Ordinary shares of 28 4/7 pence each |
Name of concert party |
Number of J Sainsbury plc shares held |
% |
Qatar Holding LLC (wholly owned by Qatar Investment Authority) |
481,746,132 |
25.042 |
|
Details of any open stock-settled derivative positions (including traded options), or agreements to purchase or sell relevant securities, should be given on a Supplemental Form 8 (Open Positions).
Details of any securities borrowing and lending positions or financial collateral arrangements should be disclosed on a Supplemental Form 8 (SBL).
4. OTHER INFORMATION
(a) Indemnity and other dealing arrangements
Details of any indemnity or option arrangement, or any agreement or understanding, formal or informal, relating to relevant securities which may be an inducement to deal or refrain from dealing entered into by the party to the offer making the disclosure or any person acting in concert with it: Irrevocable commitments and letters of intent should not be included. If there are no such agreements, arrangements or understandings, state "none" |
None. |
(b) Agreements, arrangements or understandings relating to options or derivatives
Details of any agreement, arrangement or understanding, formal or informal, between the party to the offer making the disclosure, or any person acting in concert with it, and any other person relating to: (i) the voting rights of any relevant securities under any option; or (ii) the voting rights or future acquisition or disposal of any relevant securities to which any derivative is referenced: If there are no such agreements, arrangements or understandings, state "none" |
None. |
(c) Attachments
Are any Supplemental Forms attached?
Supplemental Form 8 (Open Positions) |
NO |
Supplemental Form 8 (SBL) |
NO |
Date of disclosure: |
13 June 2016 |
Contact name: |
Neil Tsappis |
Telephone number: |
020 7695 6062 |
Public disclosures under Rule 8 of the Code must be made to a Regulatory Information Service and must also be emailed to the Takeover Panel at [email protected]. The Panel's Market Surveillance Unit is available for consultation in relation to the Code's disclosure requirements on +44 (0)20 7638 0129.
The Code can be viewed on the Panel's website at www.thetakeoverpanel.org.uk.
