Prospectus Dated 5 July 2016

This document comprises a prospectus (the ‘‘Prospectus’’) for the purposes of Article 3 of EU Directive 2003/71/EC, as amended (the ‘‘Prospectus Directive’’) relating to the New Sainsbury’s Shares and has been prepared in accordance with the Prospectus Rules of the Financial Conduct Authority (the ‘‘FCA’’) made under section 73A of the Financial Services and Markets Act 2000 (the ‘‘FSMA’’). The Prospectus will be made available to the public in accordance with the Prospectus Rules. The directors of J Sainsbury plc (‘‘Sainsbury’s’’ or the ‘‘Company’’), whose names appear on page 44 of this Prospectus, and the Company accept responsibility for the information contained in this Prospectus. To the best of the knowledge of the Company and the Sainsbury’s Directors (each of whom has taken all reasonable care to ensure that such is the case), the information contained in this Prospectus is in accordance with the facts and contains no omission likely to affect the import of such information. Investors are advised to examine all the risks that might be relevant in connection with the value of an investment in the New Sainsbury’s Shares. Investors should read the entire Prospectus (including the documents, or parts thereof, incorporated by reference) and, in particular, the section headed ‘‘Risk Factors’’ for a discussion of certain factors that should be considered in connection with an investment in the Company, the Combined Group, the existing Sainsbury’s Shares and the New Sainsbury’s Shares. J SAINSBURY PLC (incorporated under the Companies Acts of 1908 to 1917 and registered in England and Wales with registered number 185647) Proposed issue of up to 261,115,846 New Sainsbury’s Shares of 284⁄7 pence each to be issued by the Company in connection with the proposed recommended acquisition of Home Retail Group plc by J Sainsbury plc to be implemented by way of a scheme of arrangement of Home Retail Group plc under Part 26 of the Companies Act 2006 and the steps contemplated by such scheme and Application for admission of the New Sainsbury’s Shares to the premium listing segment of the Official List and to trading on the main market for listed securities of the London Stock Exchange Joint Sponsors Morgan Stanley UBS Investment Bank Joint Financial Advisers Morgan Stanley UBS Investment Bank The existing Sainsbury’s Shares are currently listed on the premium listing segment of the Official List and traded on the London Stock Exchange’s main market for listed securities. Applications will be made to the FCA for the New Sainsbury’s Shares to be issued in connection with the Acquisition to be admitted to the premium listing segment of the Official List and to the London Stock Exchange for the New Sainsbury’s Shares to be admitted to trading on its main market for listed securities. It is expected that Admission will become Effective and that dealings in the New Sainsbury’s Shares will commence at 8.00 a.m. on or about 5 September 2016, being the Business Day following the completion of the Acquisition which, subject to the satisfaction or waiver (if capable of waiver) of certain Conditions (other than those Conditions which relate to Admission), is currently expected to occur on or about 2 September 2016. The New Sainsbury’s Shares will, when issued, rank pari passu in all respects with the existing Sainsbury’s Shares. No application will be made for the New Sainsbury’s Shares to be admitted to listing or dealt with on any other exchange. Investors should only rely on the information contained in this Prospectus and the documents (or parts thereof) incorporated herein by reference. No person has been authorised to give any information or make any representations other than those contained in this Prospectus and the documents (or parts thereof) incorporated by reference herein and, if given or made, such information or representation must not be relied upon as having been so authorised by the Company, the Sainsbury’s Directors, Morgan Stanley (as defined below) or UBS (as defined below). In particular, the contents of the Company’s and the Home Retail Group’s websites do not form part of this Prospectus and investors should not rely on them. Without prejudice to any legal or regulatory obligation on the Company to publish a supplementary prospectus pursuant to section 87G of FSMA and Prospectus Rule 3.4, neither the delivery of this Prospectus nor Admission shall, under any circumstances, create any implication that there has been no change in the business or affairs of the Sainsbury’s Group or the Combined Group taken as a whole since the date of this Prospectus or that the information in it is correct as of any time after the date of this Prospectus. The Company will comply with its obligation to publish a supplementary prospectus containing further updated information if so required by law or by any regulatory authority but assumes no further obligation to publish additional information. Morgan Stanley & Co. International plc (‘‘Morgan Stanley’’), which is authorised by the PRA and regulated by the FCA and the PRA in the United Kingdom, is acting as sponsor and financial adviser to Sainsbury’s and no one else in connection with the Acquisition, Admission and the other matters described in this Prospectus. In connection with such matters Morgan Stanley, its affiliates and their respective directors, officers, employees and agents will not regard any other person as their client, nor will they be responsible to anyone other than Sainsbury’s for providing the protections afforded to their clients or for providing advice in relation to the Acquisition, the contents of this Prospectus or any matter referred to in this Prospectus. UBS Limited (‘‘UBS’’), which is authorised by the PRA and regulated by the FCA and the PRA in the United Kingdom, is acting as sponsor and financial adviser to Sainsbury’s and no one else in connection with the Acquisition, Admission and the other matters described in this Prospectus. In connection with such matters UBS, its affiliates and their respective directors, officers, employees and agents will not regard any other person as their client, nor will they be responsible to anyone other than Sainsbury’s for providing the protections afforded to their clients or for providing advice in relation to the Acquisition, the contents of this Prospectus or any matter referred to in this Prospectus. Morgan Stanley, UBS and any of their affiliates may have engaged in transactions with, and provided various investment banking, financial advisory and other services for, the Company for which they would have received customary fees. Morgan Stanley, UBS and their respective affiliates may provide such services to the Company and any of its affiliates in the future. Apart from the responsibilities and liabilities, if any, which may be imposed on Morgan Stanley or UBS by FSMA or the regulatory regime established thereunder, or under the regulatory regime of any jurisdiction where the exclusion of liability under the relevant regulatory regime would be illegal, void or unenforceable, Morgan Stanley and UBS and their respective affiliates, directors, officers, employees and advisers accept no responsibility or liability whatsoever for, and do not make any representation or warranty, express or implied, as to the contents of this Prospectus, including its accuracy, completeness or verification, or for any other statement made or purported to be made by it, or on its behalf, in connection with the Company, the New Sainsbury’s Shares or the Acquisition and nothing in this Prospectus is or shall be relied upon as a promise or representation in this respect, whether or not to the past or future. Morgan Stanley and UBS accordingly disclaims to the fullest extent permitted by law all and any responsibility or liability, whether arising in tort, contract or otherwise (save as referred to above), which it might otherwise have in respect of this Prospectus or any such statement. Recipients of this Prospectus should use it solely for the purpose of considering the terms of the Acquisition and may not reproduce or distribute this Prospectus, in whole or in part, and may not disclose any of the contents of this Prospectus or use any information herein for any purpose other than considering the terms of the Acquisition or an investment in the New Sainsbury’s Shares. Any recipients of this Prospectus agree to the foregoing by accepting delivery of this Prospectus. Investors acknowledge that: (i) they have not relied on Morgan Stanley, UBS or any person affiliated with Morgan Stanley or UBS in connection with any investigation of the accuracy of any information contained in this Prospectus or their investment decision; and (ii) they have relied only on the information contained in this Prospectus and the documents (or parts thereof) incorporated herein by reference. No person has been authorised to give any information or make any representations other than those contained in this i Prospectus and, if given or made, such information or representations must not be relied on as having been so authorised. Persons who come into possession of this Prospectus should inform themselves about and observe any applicable restrictions and legal, exchange control or regulatory requirements in relation to the distribution of this Prospectus and the Acquisition. Any failure to comply with such restrictions or requirements may constitute a violation of the securities laws of any such jurisdiction. NEITHER THE CONTENTS OF THIS PROSPECTUS NOR ANY SUBSEQUENT COMMUNICATION FROM SAINSBURY’S, THE SAINSBURY’S DIRECTORS, THE SAINSBURY’S GROUP, MORGAN STANLEY, UBS OR ANY OTHER PERSON INVOLVED IN THE ACQUISITION OR ANY OF THEIR RESPECTIVE AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES OR AGENTS ARE TO BE CONSTRUED AS LEGAL, FINANCIAL OR TAX ADVICE.

Load more