Statement Regarding Sainsbury's Announcement
5 January 2016
Home Retail Group plc
Statement Regarding Sainsbury's Announcement
The Board of Home Retail Group plc ("Home Retail Group" or the "Company") notes the announcement by J Sainsbury plc ("Sainsbury's") and confirms that in November 2015 it received an approach from Sainsbury's regarding a possible cash and share offer for the Company.
Having reviewed the approach with its advisers, the board of Home Retail Group rejected the approach which undervalued Home Retail Group and its long-term prospects.
In accordance with Rule 2.6(a) of the City Code on Takeovers and Mergers (the "Code"), Sainsbury's will have until 5.00pm on 2 February 2016, being 28 days after today's date (or such later time and / or date as may be agreed by the Takeover Panel in accordance with Rule 2.6(c) of the Code), to announce either a firm intention to make an offer for Home Retail Group in accordance with Rule 2.7 of the Code, or that it does not intend to make an offer, in which case the announcement will be treated as a statement to which Rule 2.8 of the Code applies.
There can be no certainty that a firm offer will be made, nor as to the terms on which any firm offer might be made. The Board will issue a further statement if and when appropriate. In the meantime, Home Retail Group shareholders are advised to take no action.
Home Retail Group is scheduled to release its latest trading statement on 14 January 2016.
This announcement is being made by Home Retail Group without the prior agreement or approval of Sainsbury's.
Enquiries
Analysts and investors (Home Retail Group)
Richard Ashton Finance Director 01908 600291
Mark Willis Director of Investor Relations
BofA Merrill Lynch - Financial Adviser and Corporate Broker
Jonathan Bewes 020 7628 1000
Eamon Brabazon
Geoff Iles
Media
Rollo Head RLM Finsbury 020 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.
Relevant securities in issue
In accordance with Rule 2.10 of the Code, Home Retail Group confirms that, as at the close of business on 4 January 2016, it has 813,445,001 ordinary shares of 10 pence each in issue and admitted to trading on the main market of the London Stock Exchange. The International Securities Identification Number for Home Retail Group's ordinary shares is GB00B19NKB76.
Home Retail Group has a sponsored Level 1 American Depositary Receipts ("ADR") programme for which Citibank N.A acts as Depositary. One ADR represents four shares of the Company. The ADRs trade on the over-the-counter market, OTCQX International Premier. The trading symbol for these securities is HMRTY and the ISIN is US43731T1025.
The total number of shares attaching voting rights in the Company is therefore 813,445,001. This figure may be used by shareholders to determine the percentage of issued share capital they hold in the Company.
Rule 26.1 disclosure
In accordance with Rule 26.1 of the Code, a copy of this announcement will be available at www.homeretailgroup.com by no later than 12 noon (London time) on 6 January 2016.
The content of the website referred to in this announcement is not incorporated into and does not form part of this announcement.
Certain statements made are forward looking statements. Such statements are based on current expectations and are subject to a number of risks and uncertainties that could cause actual events or results to differ materially from any expected future events or results referred to in these forward looking statements.
This information is provided by RNS
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