Response to Firm Offer Announcement
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
18 March 2016
For immediate release
Home Retail Group Plc
Response to Firm Offer Announcement by J. Sainsbury's Plc
The Board of Home Retail Group Plc ("Home Retail Group" or the "Company") notes the announcement today by J. Sainsbury's Plc ("Sainsbury's") of a cash and share offer for Home Retail Group pursuant to Rule 2.7 of the City Code on Takeovers and Mergers (the "Code").
The Board of Home Retail Group also notes Sainsbury's views on the strategic opportunities and synergies available through a combination of the businesses and Sainsbury's recognition of the talent in both our management and our colleagues. Sainsbury's has stated its wish to obtain the recommendation of the Board of Home Retail Group for its offer, and the Board of Home Retail Group looks forward to working with Sainsbury's towards such recommendation.
The Board of Home Retail Group will issue a further statement in due course
Enquiries
Home Retail Group Plc
Richard Ashton, Finance Director +44 (0)1908 600 291
Mark Willis, Director of Investor Relations
Enquiries
BofA Merrill Lynch
Jonathan Bewes +44 (0)20 7628 1000
Geoff Iles
Eamon Brabazon
Luke McMullan
Finsbury
Rollo Head +44 (0)20 7251 3801
Important notice related to financial adviser
Merrill Lynch International ("BofA Merrill Lynch"), a subsidiary of Bank of America Corporation, is acting exclusively for Home Retail Group 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 for providing the protections afforded to its clients or for providing advice in relation to the matters set out in this announcement.
Disclosure requirements of the Code
Under Rule 8.3(a) of the Code, any person who is interested in 1% or more of any class of relevant securities of an offeree company or of any securities exchange offeror (being any offeror other than an offeror in respect of which it has been announced that its offer is, or is likely to be, solely in cash) must make an Opening Position Disclosure following the commencement of the offer period and, if later, following the announcement in which any securities exchange offeror is first identified. An Opening Position Disclosure must contain details of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any securities exchange offeror(s). An Opening Position Disclosure by a person to whom Rule 8.3(a) applies must be made by no later than 3.30 pm (London time) on the 10th business day following the commencement of the offer period and, if appropriate, by no later than 3.30 pm (London time) on the 10th business day following the announcement in which any securities exchange offeror is first identified. Relevant persons who deal in the relevant securities of the offeree company or of a securities exchange offeror prior to the deadline for making an Opening Position Disclosure must instead make a Dealing Disclosure.
Under Rule 8.3(b) of the Code, any person who is, or becomes, interested in 1% or more of any class of relevant securities of the offeree company or of any securities exchange offeror must make a Dealing Disclosure if the person deals in any relevant securities of the offeree company or of any securities exchange offeror. A Dealing Disclosure must contain details of the dealing concerned and of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any securities exchange offeror, save to the extent that these details have previously been disclosed under Rule 8. A Dealing Disclosure by a person to whom Rule 8.3(b) applies must be made by no later than 3.30 pm (London time) on the business day following the date of the relevant dealing.
If two or more persons act together pursuant to an agreement or understanding, whether formal or informal, to acquire or control an interest in relevant securities of an offeree company or a securities exchange offeror, they will be deemed to be a single person for the purpose of Rule 8.3.
Opening Position Disclosures must also be made by the offeree company and by any offeror and Dealing Disclosures must also be made by the offeree company, by any offeror and by any persons acting in concert with any of them (see Rules 8.1, 8.2 and 8.4).
Details of the offeree and offeror companies in respect of whose relevant securities Opening Position Disclosures and Dealing Disclosures must be made, can be found in the Disclosure Table on the Panel's website at www.thetakeoverpanel.org.uk, including details of the number of relevant securities in issue, when the offer period commenced and when any offeror was first identified. You should contact the Panel's Market Surveillance Unit on +44 (0)20 7638 0129 if you are in any doubt as to whether you are required to make an Opening Position Disclosure or a Dealing Disclosure.
Rule 26.1 disclosure
In accordance with Rule 26.1 of the Code, a copy of this announcement will be available at https://www.homeretailgroup.com/investor-centre/ by no later than 12 noon (London time) on 21 March 2016.
The content of the website referred to in this announcement is not incorporated into and does not form part of this announcement.
Forward looking statements
This announcement may contain certain "forward looking statements". These statements are based on current expectations and views of future events and developments and are naturally subject to uncertainty and changes in circumstances. Forward looking statements typically include words such as "believe", "expect", "estimate", "intend", "anticipate" and words of a similar meaning. All statements other than statements of historical facts are forward looking statements. You should not place undue reliance on such forward looking statements, which reflect the current views of the management of the Company, are subject to numerous risks and uncertainties and are dependent on many factors, some of which are outside the Company's control. There are important factors, risks and uncertainties that may cause actual outcomes and results to be materially different. Except as required by law, the Company undertakes no obligation to publicly update or revise any forward looking statements, whether as a result of new information, future events or otherwise.
This information is provided by RNS
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