Sainsbury's Regulatory News (SBRY)

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

31 August 2016

RECOMMENDED CASH AND SHARE OFFER

FOR

HOME RETAIL GROUP PLC

BY

J SAINSBURY PLC

SCHEME SANCTIONED BY COURT

Home Retail Group plc ("Home Retail Group") is pleased to announce that the Court has today granted the Scheme Court Order sanctioning the Scheme by which the recommended Acquisition of Home Retail Group by J Sainsbury plc is being implemented.

Subject to the Court granting the Reduction Court Order confirming the associated reduction of share capital of Home Retail Group and to the delivery of the Court orders referred to above to the Registrar of Companies, the Scheme is expected to become effective tomorrow, 1 September 2016. Following the Scheme becoming effective, Completion of the Acquisition will remain subject to the Court granting the Newco Reduction Court Order confirming the reduction of capital of Sainsbury's Intermediate Holdings Limited ("Newco") to effect the Capital Return, and to the registration of the Newco Reduction Court Order with the Registrar of Companies, which are expected to take place on 2 September 2016.

The listing of Home Retail Group Shares on the premium segment of the UKLA's Official List and dealings in Home Retail Group Shares on the London Stock Exchange's market for listed securities will be suspended at 4.30 p.m. today and no transfers of Home Retail Group Shares will be registered after 6.00 p.m. today. Subject to Completion of the Acquisition, the listing of Home Retail Group Shares will be cancelled, and the New Sainsbury's Shares will be admitted to listing on the Official List and to trading on the London Stock Exchange, with effect from 8.00 a.m. on 5 September 2016.

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.

Disclosure requirements of the Takeover Code (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 Takeover Panel's website at http://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. If you are in any doubt as to whether you are required to make an Opening Position Disclosure or a Dealing Disclosure, you should contact the Takeover Panel's Market Surveillance Unit on +44 (0)20 7638 0129.

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.