Sandell Asset Management Europe Limited
LSE : TTM

August 12, 2016 02:00 ET

Form 8.3 - J Sainsbury PLC

                                                                                                 2
                                                                                          FORM 8.3
                                                 
                     PUBLIC OPENING POSITION DISCLOSURE/DEALING DISCLOSURE BY
              A PERSON WITH INTERESTS IN RELEVANT SECURITIES REPRESENTING 1% OR MORE
                            Rule 8.3 of the Takeover Code (the "Code")
                                                 
1.      KEY INFORMATION

(a)Full name of discloser:                                      Sandell Asset Management Corp.
(b)Owner or controller of interests and short positions         
disclosed, if different from 1(a):
   The naming of nominee or vehicle companies is
   insufficient.  For a trust, the trustee(s), settlor and
   beneficiaries must be named.
(c)Name of offeror/offeree in relation to whose relevant        J Sainsbury Plc
securities this form relates:
   Use a separate form for each offeror/offeree
(d)If an exempt fund manager connected with an                  
offeror/offeree, state this and specify identity of
offeror/offeree:
(e)Date position held/dealing undertaken:                       11 August 2016
   For an opening position disclosure, state the latest
   practicable date prior to the disclosure
(f)In addition to the company in 1(c) above, is the discloser   Yes, Home Retail Group, Plc
making disclosures in respect of any other party to the
offer?
   If it is a cash offer or possible cash offer, state
   "N/A"

2.	POSITIONS OF THE PERSON MAKING THE DISCLOSURE

If there are positions or rights to subscribe to disclose in more than one class of relevant
securities of the offeror or offeree named in 1(c), copy table 2(a) or (b) (as appropriate) for
each additional class of relevant security.

(a)	Interests and short positions in the relevant securities of the offeror or offeree
to which the disclosure relates following the dealing (if any)


Class of relevant security:                                  Ordinary Shares

                                                 Interests                   Short positions

                                               Number            %           Number            %
(1)Relevant securities owned and/or                                                               
controlled:
(2)Cash-settled derivatives:                                                   4,298,190         .22

(3)Stock-settled derivatives (including                                                           
options) and agreements to
purchase/sell:
                                                                            4,298,190         .22
   TOTAL:

All interests and all short positions should be disclosed.

Details  of  any open stock-settled derivative positions (including traded options), or agreements
to  purchase  or  sell  relevant  securities, should be given  on  a  Supplemental  Form  8  (Open
Positions).

(b)     Rights to subscribe for new securities (including directors' and other employee options)

Class of relevant security in relation to       
which subscription right exists:
Details, including nature of the rights         
concerned and relevant percentages:


3.      DEALINGS (IF ANY) BY THE PERSON MAKING THE DISCLOSURE

Where  there  have been dealings in more than one class of relevant securities of the  offeror  or
offeree named in 1(c), copy table 3(a), (b), (c) or (d) (as appropriate) for each additional class
of relevant security dealt in.

The currency of all prices and other monetary amounts should be stated.

(a)     Purchases and sales

  Class of relevant           Purchase/sale        Number of securities         Price per unit
       security                     
                                                                            
                         

(b)     Cash-settled derivative transactions

Class of relevant      Product            Nature of dealing          Number of      Price per unit
    security         description       e.g. opening/closing a        reference
                      e.g. CFD          long/short position,         securities
                                        increasing/reducing a
                                         long/short position
1p ordinary        SWAP              Decreasing a short position   160,500          232.2033p
                   

(c)     Stock-settled derivative transactions (including options)

(i)     Writing, selling, purchasing or varying

Class of      Product        Writing,       Number of    Exercise       Type      Expiry      Option
relevant    description     purchasing,    securities   price per       e.g.       date       money
security     e.g. call       selling,       to which       unit      American,                paid/
              option       varying etc.      option                   European               received
                                             relates                    etc.                 per unit
                                                                                            

(ii)    Exercise

Class of relevant        Product           Exercising/          Number of         Exercise price
    security           description      exercised against       securities           per unit
                     e.g. call option
                                                                                 
                                                                                 

(d)     Other dealings (including subscribing for new securities)

 Class of relevant           Nature of dealing                Details          Price per unit (if
      security         e.g. subscription, conversion                               applicable)
                                                                               
                      


4.      OTHER INFORMATION

(a)     Indemnity and other dealing arrangements

Details of any indemnity or option arrangement, or any agreement or understanding, formal or
informal, relating to relevant securities which may be an inducement to deal or refrain from
dealing entered into by the person making the disclosure and any party to the offer or any person
acting in concert with a party to the offer:
Irrevocable commitments and letters of intent should not be included.  If there are no such
agreements, arrangements or understandings, state "none"

None


(b)     Agreements, arrangements or understandings relating to options or derivatives

Details of any agreement, arrangement or understanding, formal or informal, between the person
making the disclosure and any other person relating to:
(i)the voting rights of any relevant securities under any option; or
(ii)the voting rights or future acquisition or disposal of any relevant securities to which any
   derivative is referenced:
If there are no such agreements, arrangements or understandings, state "none"

None


(c)     Attachments

Is a Supplemental Form 8 (Open Positions) attached?                                     No


Date of disclosure:                               12-August 2016
Contact name:                                     Adam Hoffman
Telephone number:                                 1-212-603-5814

Public  disclosures under Rule 8 of the Code must be made to a Regulatory Information Service  and
must  also  be emailed to the Takeover Panel at monitoring@disclosure.org.uk.  The Panel's  Market
Surveillance  Unit is available for consultation in relation to the Code's disclosure requirements
on +44 (0)20 7638 0129.

The Code can be viewed on the Panel's website at www.thetakeoverpanel.org.uk.

Contact Information

  • Sandell Asset Management Europe Limited