20th September 2007
Joint statement by Delta (Two) Limited and J Sainsbury PLC
Delta Two and Sainsbury’s are today jointly providing an update on their discussions concerning the possibility of Delta Two making an offer to acquire all of the issued and to be issued ordinary share capital of Sainsbury’s which it does not already own, at a price of 600 pence in cash per ordinary share.
Following extensive discussions between the parties concerning the key aspects of Delta Two’s proposal and, following the submission of a revised proposal by Delta Two, the Board of Sainsbury’s has unanimously agreed that Delta Two may undertake a limited period of confirmatory due diligence on the Company in order to progress its proposal. There can, however, be no certainty that any offer for Sainsbury’s will be made.
The Qatar Investment Authority ("QIA") is the ultimate parent of Delta Two, being the company through which the QIA holds its existing interests in Sainsbury’s.
The key features of Delta Two’s revised proposal are:
• An offer price of 600 pence in cash per Sainsbury’s share
Delta Two has reconfirmed its proposed offer price of 600 pence per share in cash. This offer price would represent a multiple of 40.8 times the earnings per share of Sainsbury’s for the fifty two weeks ended 24 March 2007. Sainsbury’s shareholders would also be entitled to receive an interim dividend of 3.0 pence per share which the Board of Sainsbury’s would intend to declare in respect of the period ending 6 October 2007.
• A £0.85 billion increase in offer funding by way of ordinary shares and preference shares, which will result in a total of £4.85 billion in funding by way of ordinary shares, preference shares and payment-in-kind notes
No part of this funding would represent a liability of the existing Sainsbury’s group. The increase in funding by way of ordinary shares and preference shares, which are guaranteed by the State of Qatar, leads to a reduction in debt funding provided by third parties in comparison to Delta Two’s original proposal announced on 19 July 2007.