REG - J.P. Morgan Sec PLC Sainsbury(J) PLC - Placing of 98 million shares in J Sainsbury plc

J SainsburyAnnouncement

Tue 17:45

For best results when printing this announcement, please click on link below:
https://newsfile.refinitiv.com/getnewsfile/v1/story?guid=urn:newsml:reuters.com:20251202:nRSB9595Ja&default-theme=true

RNS Number : 9595J  J.P. Morgan Securities PLC.  02 December 2025

LAUNCH PRESS RELEASE

THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN ARE RESTRICTED AND NOT
FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR
IN PART, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, SINGAPORE, JAPAN OR
SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH OFFERS OR SALES WOULD BE
PROHIBITED BY APPLICABLE LAW. THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES
ONLY AND DOES NOT CONSTITUTE OR FORM PART OF AN OFFER FOR SALE OF, OR THE
SOLICITATION OF AN OFFER TO BUY, THE SECURITIES REFERRED TO HEREIN IN ANY
JURISDICTION, INCLUDING THE UNITED STATES, AUSTRALIA, CANADA, SINGAPORE, JAPAN
OR SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH OFFERS OR SALES WOULD BE
PROHIBITED BY APPLICABLE LAW.

Proposed secondary placing of up to 98 million shares in J Sainsbury plc
("Sainsbury's" or the "Company")

2 December 2025

Qatar Holding LLC ("QIA") announce their intention to sell up to 83.6 million
ordinary shares of 284/7 pence each ("Shares") in the capital of the Company
(the "Sale Shares") through a placing to institutional investors (the "QIA
Placing").

As an additional portion of the transaction, QIA entered into a derivative
transaction on Sainsbury's shares with J.P. Morgan (the "Derivative
Transaction"). In order to hedge the Derivative Transaction, J.P. Morgan are
selling as principal approximately 14.0 million additional Shares (the "Delta
Shares" and, together with the Sale Shares, the "Placing Shares") through a
concurrent placing to institutional investors (the Delta Placing and together
with the QIA Placing, the "Placing"). QIA will not receive any proceeds from
the Delta Placing. In aggregate, the proposed number of Placing Shares to be
sold pursuant to the Placing is up to approximately 97.5 million

Sainsbury's is not party to the Placing and will not receive any proceeds from
the Placing.

QIA currently holds approximately a 10.5% interest in the Company.

Following successful completion of the Placing, the remaining Shares owned by
QIA will be subject to a 90 day lock-up, subject to customary exceptions and
waiver by the Sole Global Coordinator (as defined below).

The price per Placing Share and the final number of Placing Shares to be
placed will be determined by way of an accelerated bookbuilding process to
institutional investors. The bookbuilding period will commence immediately
following this announcement, and may close at any time on short notice. The
results of the Placing will be announced as soon as practicable thereafter.

 

J.P. Morgan Securities plc (which conducts its UK investment banking business
as J.P. Morgan Cazenove) ("J.P. Morgan Cazenove") is acting as Sole Global
Coordinator and Sole Bookrunner in connection with the QIA Placing.

 

 

For further information, please contact:

 J.P. Morgan Cazenove  +44  (0) 20 7742 4000

 IMPORTANT NOTICE

This communication is for information purposes only and does not constitute a
public offer under any applicable legislation or an offer to sell or
solicitation of an offer to purchase or subscribe for securities or financial
instruments or any advice or recommendation with respect to such securities or
other financial instruments. None of the securities referred to herein have
been, or will be, registered under the U.S. Securities Act of 1933, as
amended, or the securities laws of any state or other jurisdiction of the
United States or in Australia, Canada, Singapore, Japan or South Africa or any
other jurisdiction where such an offer or solicitation would be unlawful (the
"Other Countries"), and there will be no public offer of any such securities
in the United States or elsewhere.

 

This communication does not constitute or form a part of any offer or
solicitation to purchase or subscribe for securities in the United States or
the Other Countries. It may be unlawful to distribute this communication in
certain jurisdictions and recipients should inform themselves of applicable
restrictions. Neither this communication nor the fact of its distribution
should be relied on in connection with any contract or investment decision.
Neither J.P. Morgan nor any member of its group nor any of their respective
representatives, directors, officers, employees or agents accept any liability
whatsoever in connection with this communication or any of its contents or in
relation to any loss arising from its use or from any reliance placed upon it.

 

This communication is directed only at (a) "qualified investors" in the
European Economic Area within the meaning of Regulation (EU) 2017/1129 and (b)
persons in the United Kingdom who are qualified investors as defined under
Article 2(e) of the UK Prospectus Regulation and who are (i) investment
professionals falling with Article 19(5) of the UK Financial Services and
Markets Act 2000 (Financial Promotion) Order 2005 (as amended) (the "Order");
or (ii) high net worth entities falling within Article 49(2)(a) to (d) of the
Order, or (iii) other persons to whom an offer of the securities may otherwise
be lawfully communicated (all such persons together being referred to as
"relevant persons"). Persons who are not relevant persons should not take any
action on the basis of this communication and should not act or rely on it.
The expression "UK Prospectus Regulation" means Regulation (EU) 2017/1129 as
it forms part of domestic law by virtue of the European Union (Withdrawal) Act
2018.

 

You should not reply by e-mail to this communication, and you may not purchase
any securities by doing so. Any reply e-mail communications, including those
you generate by using the "Reply" function on your e-mail software, will be
ignored or rejected.

 

J.P. Morgan is acting for the Selling Shareholder and not you and is not
responsible for providing client protections to you or advising you on the
offering, the contents of this communication or any transaction, arrangement
or other matter referred to in this communication.

 

In connection with the offering, J.P. Morgan or any of its respective
affiliates may take up a portion of the securities as a principal position and
in that capacity may retain, purchase, sell or offer to sell for its own
account such securities and other instruments of J Sainsbury plc or related
investments in connection with the offering or otherwise. Accordingly,
references to the securities being issued, offered, subscribed, acquired,
placed or otherwise dealt in should be read as including any issue or offer
to, or subscription, acquisition, placing or dealing by J.P. Morgan and any of
its respective affiliates acting as investors for their own accounts. J.P.
Morgan does not intend to disclose the extent of any such investment or
transactions otherwise than in accordance with any legal or regulatory
obligations to do so.

This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact
rns@lseg.com (mailto:rns@lseg.com)
 or visit
www.rns.com (http://www.rns.com/)
.

RNS may use your IP address to confirm compliance with the terms and conditions, to analyse how you engage with the information contained in this communication, and to share such analysis on an anonymised basis with others as part of our commercial services. For further information about how RNS and the London Stock Exchange use the personal data you provide us, please see our
Privacy Policy (https://www.lseg.com/privacy-and-cookie-policy)
.   END  IOEBRBDDIDGDGUD



            Copyright 2019 Regulatory News Service, all rights reserved