Last checked at 27 Jul 2016 14:29
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 OF SUCH JURISDICTION
FOR IMMEDIATE RELEASE
27 JULY 2016
RECOMMENDED CASH AND SHARE OFFER
FOR
HOME RETAIL GROUP PLC
BY
J SAINSBURY PLC
RESULTS OF SHAREHOLDER MEETINGS
Home Retail Group plc ("Home Retail Group") is pleased to announce that at the Court Meeting and General Meeting of Home Retail Group Shareholders held earlier today in connection with the recommended acquisition of Home Retail Group by Sainsbury's, all the resolutions proposed were duly passed.
At the Court Meeting, a majority in number of Scheme Shareholders, who voted (either in person or by proxy) and who together represented over 75% by value of the votes cast, voted in favour of the resolution to approve the Scheme. The resolution was accordingly passed. At the General Meeting, the Special Resolution to approve the Scheme and provide for its implementation was also passed by the requisite majority.
COURT MEETING The voting on the resolution to approve the Scheme was taken on a poll and the results were as follows:
Number of Scheme Shareholders voting: For: 1955 (7.5%) Against: 72 (0.28%)
Number of votes: For: 464,369,981 (57.10%) Against: 219,401 (0.03%)
Percentage of eligible Scheme Shares voted : For: 57.10% Against: 0.03%
GENERAL MEETING The voting on the Special Resolution to approve the Scheme and the Acquisition and provide for its implementation was taken on a poll and the results were as follows:
Number of votes: For: 380,253,949 (99.95%) Against: 194,626 (0.05%) Withheld: 2,667,650
Completion of the Acquisition remains subject to the satisfaction or waiver of the other Conditions set out in the Scheme Document, including the Court sanctioning the Scheme at the Court hearing which is expected to take place on 31 August 2016. Subject to the Scheme receiving the sanction of the Court on that date and the filing of the Scheme Court Order with Companies House, the Scheme is expected to become effective on 1 September 2016. Subject to the satisfaction or waiver of the remaining Conditions, completion of the Acquisition is expected to take place on 2 September 2016.
It is also expected that, if the Court sanctions the Scheme on 31 August 2016, the listing of and dealings in Home Retail Group Shares will be suspended at 4.30 p.m. on 31 August 2016. No transfers of Home Retail Group Shares will be registered after 6.00 p.m. on 31 August 2016. It is expected that the listing of the Home Retail Group Shares will be cancelled on 5 September 2016.
A copy of the special resolution passed at the General Meeting has been submitted to the Financial Conduct Authority and will shortly be available for inspection on the National Storage Mechanism at www.morningstar.co.uk/uk/NSM.
Defined terms used but not defined in this announcement have the meanings set out in the Scheme Document dated 5 July 2016.
Enquiries
Home Retail Group
Richard Ashton, Finance Director Tel: +44 (0) 1908 600 291Mark Willis, Director of Investor Relations
Bank of America Merrill Lynch (Financial Adviser to Home Retail Group)
Jonathan Bewes Tel: +44 (0) 20 7628 1000Eamon BrabazonGeoff IlesLuke McMullan
Important notices relating to financial advisers
Merrill Lynch International ("Bank of America Merrill Lynch"), a subsidiary of Bank of America Corporation, is acting exclusively for Home Retail Group plc 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 plc for providing the protections afforded to its clients or for providing advice in relation to the matters set out in this announcement.
Publication on Website
A copy of this announcement will be made available, subject to certain restrictions relating to persons resident in or subject to laws and/or regulations of Restricted Jurisdictions, on the Sainsbury's Group's website at http://www.j-sainsbury.co.uk/investor-centre/disclaimer/ and the Home Retail Group's website at https://www.homeretailgroup.com/investor-centre/sainsburys-offer/ by no later than 12 noon (London time) on the Business Day following this announcement. For the avoidance of doubt, neither the contents of those websites nor the contents of any website accessible from hyperlinks on those websites (or any other websites referred to in this announcement) are incorporated into, or form part of, this announcement.