TIDMHOME TIDMSBRY
RNS Number : 8679I
Home Retail Group Plc
02 September 2016
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 OF SUCH
JURISDICTION
FOR IMMEDIATE RELEASE
2 September 2016
RECOMMED CASH AND SHARE OFFER
FOR
HOME RETAIL GROUP PLC
BY
J SAINSBURY PLC
COMPLETION OF ACQUISITION
J Sainsbury plc ("Sainsbury's") and Home Retail Group plc ("Home
Retail Group") are pleased to announce that the recommended
Acquisition of Home Retail Group by Sainsbury's has now completed
in accordance with its terms. This follows the Scheme by which the
Acquisition has been implemented becoming effective yesterday, 1
September 2016, and the Court granting the Newco Reduction Court
Order confirming the reduction of capital of Sainsbury's
Intermediate Holdings Limited ("Newco") to effect the Capital
Return earlier today, and the subsequent registration of the Newco
Reduction Court Order with the Registrar of Companies.
The entire issued share capital of Home Retail Group is now
owned by Newco which is now wholly owned by Sainsbury's.
Admission of New Sainsbury's Shares and de-listing of Home
Retail Group
Home Retail Group Shareholders on the register of Home Retail
Group at the Scheme Record Time, being 6.00 p.m. on 31 August 2016,
will receive 55 pence in cash and 0.321 New Sainsbury's Shares for
every Home Retail Group Share held (being the Sainsbury's Offer
Consideration) subject to valid Elections (if applicable) made
pursuant to the Mix and Match Facility, and 27.8 pence in cash for
every Home Retail Group Share held (being the Capital Return).
Applications have been made to the UK Listing Authority and the
London Stock Exchange in relation to:
(i) the admission of 261,115,846 New Sainsbury's Shares to
listing on the premium listing segment of the Official List and to
trading on the London Stock Exchange's main market for listed
securities; and
(ii) the cancellation of Home Retail Group Shares' listing on
the Official List and trading on the London Stock Exchange,
each of which are expected to take place at 8.00 a.m. on 5
September 2016.
Results of the Mix and Match Facility
Valid Share Elections in respect of 287,550,604 Home Retail
Group Shares, representing approximately 35.3 per cent. of the
aggregate number of Home Retail Group Shares at the Scheme Record
Time, and valid Cash Elections in respect of 99,488,682 Home Retail
Group Shares, representing approximately 12.2 per cent. of the
aggregate number of Home Retail Group Shares at the Scheme Record
Time, were made by Home Retail Group Shareholders. The ability to
satisfy Cash Elections and Share Elections was dependent upon other
Home Retail Group Shareholders making equal and opposite
elections.
Home Retail Group Shareholders who made valid Cash Elections
have had such elections satisfied in full. For Home Retail Group
Shares in respect of which a valid Cash Election has been made,
Home Retail Group Shareholders will receive 75.8 pence for every
0.321 of a New Sainsbury's Share forgone.
Home Retail Group Shareholders who made valid Share Elections
have had such elections scaled down on a pro rata basis to
approximately 47.7 per cent. For Home Retail Group Shares in
respect of which a valid Share Election has been made and which has
been satisfied, Home Retail Group Shareholders will receive 0.233
of a New Sainsbury's Share for every 55 pence forgone. For Home
Retail Group Shares in respect of which a valid Share Election has
been made and which has not been satisfied due to scale down, the
Home Retail Group Shareholders will receive the default Sainsbury's
Offer Consideration.
Home Retail Group Shareholders who did not make valid Cash
Elections or Share Elections or have not participated in the Mix
and Match Facility will receive the default Sainsbury's Offer
Consideration.
Settlement of the Sainsbury's Offer Consideration and the
Capital Return
As set out in the Scheme Document, for Home Retail Group
Shareholders (other than Restricted Overseas Shareholders) who held
their Home Retail Group Shares in uncertificated form, New
Sainsbury's Shares will be credited to their CREST account as soon
as possible after 8.00 a.m. on 5 September 2016. For Home Retail
Group Shareholders (other than Restricted Overseas Shareholders)
who held their Home Retail Group Shares in certificated form, share
certificates representing the New Sainsbury's Shares will be
despatched by post within 14 days of this announcement.
Cash consideration due under the Acquisition (including any
proceeds from the sale of fractional entitlements) and the Capital
Return will be settled via CREST (for uncertificated Home Retail
Shareholders) or by cheque (for certificated Home Retail
Shareholders) within 14 days of this announcement.
As set out in the Scheme Document, Sainsbury's has arranged for
a Dealing Facility to be provided for a period of six months
following Completion to enable eligible Home Retail Group
Shareholders to sell all (but not part) of the New Sainsbury's
Shares they receive pursuant to the Acquisition. The documentation
relating to the Dealing Facility (including full terms and
conditions) will be posted to eligible Home Retail Group
Shareholders together with the share certificates for the New
Sainsbury's Shares and the cheques representing the cash
consideration and the Capital Return. Home Retail Group
Shareholders who do not receive the documentation relating to the
Dealing Facility but believe that they may be entitled to use the
Dealing Facility should contact the shareholder helpline on +44 (0)
370 702 0106 between the hours of 8.30am and 5.30pm, Monday to
Friday (excluding bank holidays).
Board changes
As set out in the Scheme Document, John Rogers has been
appointed to the role of Chief Executive of Home Retail Group
effective from Completion and will remain a member of the
Sainsbury's Board and the Sainsbury's Group Operating Board. Ed
Barker has been appointed interim Chief Financial Officer of
Sainsbury's and joined the Sainsbury's Group Operating Board with
effect from today. All directors of Home Retail Group have resigned
from office with effect from Completion.
Capitalised terms used but not defined in this announcement have
the meanings set out in the Scheme Document published on 5 July
2016.
Enquiries
Sainsbury's
Joanna Le Neve Foster, Investor Relations Tel: +44 (0) 20 7695 0080
Louise Evans/Rebecca Reilly, Media Relations Tel: +44 (0) 20 7695 7295
Morgan Stanley (Financial Adviser to Sainsbury's)
Paul Baker Tel: +44 (0) 20 7425 8000
Nick Bishop
Anthony Zammit
UBS (Financial Adviser to Sainsbury's)
Hew Glyn Davies Tel: +44 (0) 20 7567 8000
Anna Richardson Brown
Brunswick (PR Adviser to Sainsbury's)
Katie Ioanilli Tel: +44 (0) 20 7404 5959
Home Retail Group
Richard Ashton Tel: +44 (0) 1908 600 291
Mark Willis
Bank of America Merrill Lynch (Financial Adviser to Home Retail
Group)
Jonathan Bewes Tel: +44 (0) 20 7628 1000
Eamon Brabazon
Geoff Iles
Luke McMullan
Finsbury (PR Adviser to Home Retail Group)
Rollo Head Tel: +44 (0) 20 7251 3801
This announcement is for information purposes only. It 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, or the solicitation of any vote or approval in any
jurisdiction, pursuant to the Acquisition or otherwise, nor shall
there be any sale, issuance or transfer of securities of
Sainsbury's or Home Retail Group pursuant to the Acquisition or
otherwise in any jurisdiction in contravention of applicable
law.
This announcement is an advertisement and does not constitute a
prospectus or prospectus equivalent document.
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 United Kingdom, is acting as financial
adviser to Sainsbury's and no-one else in connection with the
Acquisition or any other matter referred to herein. In connection
with such matters, Morgan Stanley, its affiliates and their
respective directors, officers, employees and agents will not
regard anyone other than Sainsbury's 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 Acquisition, 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 anyone other than Sainsbury's 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.
Merrill Lynch International ("Bank of America Merrill Lynch"), a
subsidiary of Bank of America Corporation, is acting exclusively
for Home Retail Group plc in connection with the matters set out in
this announcement and for no one else and will not be responsible
to anyone other than Home Retail Group plc for providing the
protections afforded to its clients or for providing advice in
relation to the matters set out in this announcement.
Overseas Shareholders
The release, publication or distribution of this announcement in
or into jurisdictions other than the UK and the availability of the
Acquisition to Home Retail Group Shareholders who are not resident
in the UK or who are subject to the laws and/or regulations of
another jurisdiction may be restricted by the laws and/or
regulations of those jurisdictions. Therefore any persons who are
not resident in the UK or who are subject to the laws and/or
regulations of any jurisdiction other than the UK should inform
themselves about, and observe, any applicable legal or regulatory
requirements. Any failure to comply with the applicable
restrictions may constitute a violation of the laws and/or
regulations of any such jurisdiction. To the fullest extent
permitted by applicable law, the companies and persons involved in
the Acquisition disclaim any responsibility or liability for the
violation of such restrictions by any person.
The Acquisition relates to shares of a UK company and is
effected by means of a scheme of arrangement under the laws of
England and Wales. This announcement has been prepared for the
purposes of complying with English law, the Listing Rules, the
rules of the London Stock Exchange and the City Code on Takeovers
and Mergers (the "Code") and the information disclosed may not be
the same as that which would have been disclosed if this
announcement had been prepared in accordance with the laws and/or
regulations of jurisdictions outside the United Kingdom.
Unless otherwise determined by Sainsbury's or required by the
Code, and permitted by applicable law and regulation, the
Acquisition is not made, directly or indirectly, in, into or from
any Restricted Jurisdiction (including without limitation, the
Republic of South Africa) where to do so would violate the laws
and/or regulations in that jurisdiction.
Note to US holders of Home Retail Group Shares
US holders of Home Retail Group Shares should note that the
Acquisition relates to the securities of a UK company with a
listing on the London Stock Exchange and is implemented pursuant to
a scheme of arrangement provided for under English company law. A
transaction effected by means of a scheme of arrangement is not
subject to the tender offer rules or the proxy solicitation rules
under the US Exchange Act. Accordingly, the Acquisition is subject
to UK procedural and disclosure requirements and practices
applicable to a scheme of arrangement involving a target company in
England listed on the London Stock Exchange, which are different
from the disclosure requirements of the US tender offer and proxy
solicitation rules.
The New Sainsbury's Shares to be issued pursuant to the
Acquisition have not been registered under the US Securities Act or
under any laws or with any securities regulatory authority of any
state, district or other jurisdiction, of the United States, and
may only be offered or sold in the United States in reliance on an
exemption from registration requirements of the US Securities Act
including in the case of the proposed scheme of arrangement,
Section 3(a)(10) thereunder.
Neither the SEC nor any US state securities commission has
approved or disapproved of the New Sainsbury's Shares to be issued
in connection with the Acquisition, or determined if this
announcement is accurate or complete. Any representation to the
contrary is a criminal offence in the United States.
It may be difficult for US holders of Home Retail Group Shares
and to enforce their rights and claims arising out of the US
federal securities laws, since Sainsbury's and Home Retail Group
are located in countries other than the United States, and some or
all of their officers and directors may be residents of countries
other than the United States. US holders of Home Retail Group
Shares may not be able to sue a non-US company or its officers or
directors in a non-US court for violations of US securities laws.
Further, it may be difficult to compel a non-US company and its
affiliates to subject themselves to a US court's judgement.
Note to Home Retail Group ADR Holders
As set out in the Scheme Document, the offer of New Sainsbury's
Shares is not extended to holders of Home Retail Group ADRs. The
Home Retail Group ADR programme has been terminated with effect
from 2 September 2016. The Home Retail Group Depositary will sell
the New Sainsbury's Shares it receives pursuant to the Acquisition
as agent for and on behalf of Home Retail Group ADR holders, will
call for surrender of the Home Retail Group ADRs and, upon those
surrenders, will deliver the proceeds of that sale, net of
applicable fees, expenses, taxes and governmental charges, together
with an amount in respect of the cash element of the Sainsbury's
Offer Consideration and in respect of the Capital Return, to the
Home Retail Group ADR holders entitled thereto in accordance with
the terms of the Deposit Agreement.
Rounding
Certain figures included in this announcement have been
subjected to rounding adjustments.
Publication on website and availability of hard copies
A copy of this announcement will be made available on Home
Retail Group's website at
https://www.homeretailgroup.com/investor-centre/sainsburys-offer/
and, subject to certain restrictions relating to persons resident
in or subject to laws and/or regulations of any 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 the Business Day following this
announcement. For the avoidance of doubt, the contents of these
websites are not incorporated into and do not form part of this
announcement.
This information is provided by RNS
The company news service from the London Stock Exchange
END
ACQLLFIEADIFIIR
(END) Dow Jones Newswires
September 02, 2016 11:30 ET (15:30 GMT)
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