REG - Sainsbury(J) PLC Home Retail Grp Plc - Offer for Home Retail Group plc <Origin Href="QuoteRef">HOME.L</Origin> <Origin Href="QuoteRef">SBRY.L</Origin> - Part 4

J SainsburyAnnouncement

19/03/2016 16:17

- Part 4: For the preceding part double click  ID:nRSR6453Sc 

                                                                                                                          
 "Homebase Payment"                                        25 pence per HRG Share, reflecting the £200 million return to shareholders in respect of the Homebase Sale, as announced by HRG on 18 January 2016                                                                                                              
 "Homebase Sale"                                           the sale of Homebase business by Home Retail Group (UK) Limited to Bunnings (UK & I) Holdings Limited pursuant to the Homebase Sale Agreement, as announced by HRG on 18 January 2016 and which completed on 27 February 2016                                   
 "Homebase Sale Agreement"                                 the share purchase agreement entered into between, among others, HRG, Home Retail Group (UK) Limited and Bunnings (UK & I) Holdings Limited on 17 January 2016 in relation to the Homebase Sale                                                                 
 "HRG"                                                     Home Retail Group plc                                                                                                                                                                                                                                           
 "HRG ADR Holders"                                         holders of HRG ADRs                                                                                                                                                                                                                                             
 "HRG ADRs"                                                sponsored level 1 American Depositary Receipts (or, as the context requires, the American Depositary Shares) of HRG for which Citibank N.A. acts as depositary                                                                                                  
 "HRG Employee Share Plans"                                the Home Retail Group UK Tax-Qualified Sharesave Plan, the Home Retail Group Irish Approved Sharesave Plan 2007, the Home Retail Group Performance Share Plan and the Home Retail Group Share Option Plan                                                       
 "HRG Group"                                               HRG and its subsidiary undertakings from time to time, and where the context permits, each of them                                                                                                                                                              
 "HRG Shareholder(s)"                                      holders of HRG Shares                                                                                                                                                                                                                                           
 "HRG Share(s)"                                            the existing unconditionally allotted or issued and fully paid ordinary shares of 10 pence each in the capital of HRG and any further shares which are unconditionally allotted or issued before the date on which the Offer closes (or such earlier date or    
                                                           dates, not being earlier than the date on which the Offer becomes unconditional as to acceptances or, if later, the                                                                                                                                             
                                                           First Closing Date of the Offer, as Sainsbury's may decide) but excluding in both cases any such shares held or which become held in treasury                                                                                                                   
 "IAS"                                                     International Accounting Standards                                                                                                                                                                                                                              
 "IFRS"                                                    international accounting standards and international financial reporting standards and interpretations thereof, approved or published by the International Accounting Standards Board and adopted by the European Union                                         
 "Last Practicable Date"                                   17 March 2016, being the last practicable date prior to the date of this announcement                                                                                                                                                                           
 "Listing Rules"                                           the listing rules, made by the FCA under Part 6 FSMA, as amended from time to time                                                                                                                                                                              
 "London Stock Exchange"                                   the London Stock Exchange plc or its successor                                                                                                                                                                                                                  
 "Mix and Match Facility"                                  the facility under which HRG Shareholders are entitled to elect to vary the proportions in which they receive New Sainsbury's Shares and in which they receive cash in respect of their holdings of HRG Shares to the extent that other such HRG Shareholders   
                                                           make off-setting elections                                                                                                                                                                                                                                      
 "Morgan Stanley"                                          Morgan Stanley & Co. International plc                                                                                                                                                                                                                          
 "New Sainsbury's Shares"                                  Sainsbury's ordinary shares of 284/7 pence each proposed to be issued credited as fully paid pursuant to the Offer                                                                                                                                              
 "New TopCo"                                               if Sainsbury's elects to implement the Acquisition by way of a Scheme as described in paragraph 24 of this announcement, a company to be incorporated in due course which will hold the entire issued share capital of HRG upon the Scheme becoming effective   
 "New TopCo Capital Reduction"                             if Sainsbury's elects to implement the Acquisition by way of a Scheme as described in paragraph 24 of this announcement, the proposed capital reduction of New TopCo as described in paragraph 24 of this announcement                                          
 "New TopCo Reduction Court Order"                         the Court order confirming the New TopCo Capital Reduction                                                                                                                                                                                                      
 "Offer"                                                   the offer to be made by Sainsbury's to acquire the entire issued and to be issued share capital of HRG on the terms and subject to the Conditions set out in this announcement and to be set out in the Offer Document and the Form of Acceptance including,    
                                                           where the context so requires, any subsequent revision, variation, extension or renewal of such offer and includes any election available in connection with it                                                                                                 
 "OfferConsideration"                                      the consideration offered by Sainsbury's under the terms of the Offer in the form of 55 pence in cash and 0.321 New Sainsbury's Shares for each HRG Share                                                                                                       
 "Offer Document"                                          the document to be sent to HRG Shareholders containing, among other things, the terms and Conditions of the Offer                                                                                                                                               
 "Offer Period"                                            the period which commenced on 5 January 2016 and ending on whichever of the following dates shall be the latest: (i) 1.00 p.m. on the First Closing Date; (ii) the date on which the Offer lapses or is withdrawn; and (iii) the date on which the Offer becomes 
                                                           or is declared unconditional as to acceptances                                                                                                                                                                                                                  
 "Official List"                                           the Official List of the FCA                                                                                                                                                                                                                                    
 "Opening Position Disclosure"                             an announcement containing details of interests or short positions in, or rights to subscribe for, any relevant securities of a party to the Offer if the person concerned has such a position, as defined in Rule 8 of the Takeover Code                       
 "Panel"                                                   the Panel on Takeovers and Mergers                                                                                                                                                                                                                              
 "Phase 2 CMA Reference"                                   a reference of the Offer to the chair of the CMA for the constitution of a group under Schedule 4 to the Enterprise and Regulatory Reform Act 2013                                                                                                              
 "Prospectus"                                              the prospectus relating to Sainsbury's to be published in respect of the New Sainsbury's Shares to be issued in connection with the Offer                                                                                                                       
 "Prudential Regulation Authority"                         Prudential Regulation Authority or its successor from time to time                                                                                                                                                                                              
 "Registrar of Companies"                                  the Registrar of Companies in England and Wales                                                                                                                                                                                                                 
 "Regulatory Information Service"                          a regulatory information service as defined in the FCA Handbook                                                                                                                                                                                                 
 "relevant securities"                                     shall be construed in accordance with the Takeover Code                                                                                                                                                                                                         
 "Restricted Jurisdiction"                                 the United States and any other jurisdiction where local laws or regulations may result in a significant risk of civil, regulatory or criminal exposure if the Offer is made, or information concerning the Offer is sent or made available, to HRG Shareholders 
                                                           in that jurisdiction                                                                                                                                                                                                                                            
 "RevisedQuantified Financial Benefits Statement"          the statement of revised estimated synergies arising from the Offer as set out in paragraph 4 and Part A of Appendix 3 to this announcement                                                                                                                     
 "Sainsbury's"                                             J Sainsbury plc                                                                                                                                                                                                                                                 
 "Sainsbury's Directors"                                   the directors of Sainsbury's                                                                                                                                                                                                                                    
 "Sainsbury's Group"                                       Sainsbury's and its subsidiary undertakings from time to time, and where the context permits, each of them                                                                                                                                                      
 "Sainsbury's Profit Estimate"                             the profit estimate of Sainsbury's for the 52-week period ended 12 March 2016 as set out in paragraph 1 of Appendix 4 to this announcement                                                                                                                      
 "Sainsbury's Share(s)"                                    the existing Sainsbury's ordinary shares of 284/7pence each in the capital of Sainsbury's                                                                                                                                                                       
 "Scheme"                                                  if Sainsbury's so elects, a scheme of arrangement under Part 26 of the 2006 Act between HRG and the holders of the HRG Shares, with or subject to any modification, addition or condition approved or imposed by the Court and agreed by HRG and Sainsbury's    
 "Scheme Document"                                         if Sainsbury's elects to implement the Acquisition by way of a Scheme, the document to be sent by HRG to HRG Shareholders containing, among other things, the terms and conditions of the Scheme and the Acquisition                                            
 "Special Dividend"                                        the special dividend representing the sum of the Homebase Payment and the Additional HRG Payment expected to be (subject to approval by the HRG Board) paid by HRG to the HRG Shareholders                                                                      
 "Steinhoff"                                               Steinhoff International Holdings N.V.                                                                                                                                                                                                                           
 "subsidiary", "subsidiary undertaking" and "undertaking"  shall be construed in accordance with the 2006 Act                                                                                                                                                                                                              
 "Takeover Code"                                           the City Code on Takeovers and Mergers, as amended from time to time                                                                                                                                                                                            
 "treasury" or "treasury shares"                           shares held as treasury shares as provided for in section 724 of the 2006 Act                                                                                                                                                                                   
 "UBS"                                                     UBS Limited                                                                                                                                                                                                                                                     
 "UK" or "United Kingdom"                                  United Kingdom of Great Britain and Northern Ireland                                                                                                                                                                                                            
 "UKLA"                                                    the Financial Conduct Authority acting in its capacity as the competent authority for listing under Part VI of FSMA                                                                                                                                             
 "US Securities Act"                                       the US Securities Act of 1933, as amended and the rules and regulations promulgated thereunder                                                                                                                                                                  
 "Wider HRG Control Group"                                 the Wider HRG Group, together with any other body corporate, partnership, joint venture or person (in each case, from time to time) in which any member of the Wider HRG Group holds 10 per cent. or more of the voting power or the shares or over the         
                                                           management of which any member of the Wider HRG Group has significant influence (within the meaning used in section 181(2)(c) of FSMA)                                                                                                                          
 "Wider HRG Group"                                         HRG and associated undertakings and any other body corporate, partnership, joint venture or person (in each case, from time to time) in which HRG and such undertakings (aggregating their interests) have an interest of more than 20 per cent. of the voting  
                                                           or equity capital or the equivalent                                                                                                                                                                                                                             
 "Wider Sainsbury's Group"                                 Sainsbury's Group and associated undertakings and any other body corporate, partnership, joint venture or person (in each case, from time to time) in which Sainsbury's and such undertakings (aggregating their interests) have an interest of more than 20 per 
                                                           cent. of the voting or equity capital or the equivalent.                                                                                                                                                                                                        
 
 
All times referred to are London time unless otherwise stated. 
 
All references to "GBP", "pence", "sterling" or "£" are to the lawful currency
of the United Kingdom. 
 
All references to statutory provision or law or to any order or regulation
shall be construed as a reference to that provision, law, order or regulation
as extended, modified, replaced or re-enacted from time to time and all
statutory instruments, regulations and orders from time to time made
thereunder or deriving validity therefrom. 
 
Words importing the singular shall include the plural and vice versa, and
words importing the masculine gender shall include the feminine or neutral
gender. 
 
This information is provided by RNS
The company news service from the London Stock Exchange