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Unstable Sainsbury

Robert Peston | 17:00 UK time, Wednesday, 25 April 2007

In the globalised world, there are three big sources of cash for corporate takeovers: Russian oligarchs’ money, Middle Eastern oil revenues, and private-equity funds.

sainsbury2.jpghas been encountering two out of three.

Earlier this month a consortium of three of the world’s biggest private equity groups retreated from an attempt to buy the supermarket group for around £9.3bn.

And this morning an investment company called Three Delta, which looks after funds for the gulf state of Qatar, spent a touch over £1.4bn buying 15 per cent of Sainsbury.

What Three Delta apparently likes about Sainsbury is all its lovely property, worth somewhere between £8bn and £9bn.

But the conspiracy theorists also believe that Three Delta will join forces with Robert Tchenguiz, the property tycoon, who owns 5 per cent of Sainsbury.

The support for that theory is that Three Delta’s founder and head, Paul Taylor, used to be the lieutenant to Robert Tchenguiz and his brother Vincent, as chief executive of their private businesses, .

However Taylor has told Sainsbury that he is doing his own thing and is not in cahoots with Tchenguiz – which is certainly plausible, in that former lieutenants frequently like to manifest their independence from their former employers.

That said, the modus operandi of Three Delta is to focus on “asset-backed business acquisitions and direct real estate opportunities” – or at least, that’s its official blurb. So it’s bound to want Sainsbury to shine the brightest possible light on the value of its freehold estate.

Robert Tchenguiz wants more than a bright light. He and his advisors from the giant US bank recently gave a presentation to Sainsbury’s board in which they made the case for Sainsbury being split into two distinct companies. One company would be the operator of the supermarkets. The other would be a tax-efficient property business (a real estate investment trust, or REIT), which would own Sainsbury's properties.

Sainsbury's board believes such a break up would be too risky. It fears that the demerged operator of the supermarkets – know as an opco in the jargon – could be too strapped for cash if forced to pay rent to the new separated property company.

Opposition to a radical demerger also comes from the two Sainsbury peers (John and David Sainsbury), their spouses and children, who control 14 ½ per cent of the shares.

So the poor Sainsbury board is stuck in the middle. It doesn’t believe that Three Delta will support Robert Tchenguiz’s break up, but can’t be certain.

Sainsbury’s directors will strive to come up with a compromise, which would probably involve borrowing against the security of the property and returning cash to shareholders.

Either way, Sainsbury does not look like a stable company at the moment, in the sense that the interests and ambitions of assorted owners and managers seem miles apart.

That’s not healthy for a big business in a highly competitive market which is only mid-way through a recovery programme.

Since Three Delta has indicated to Sainsbury that it is a supportive long-term holder, perhaps it could buy Robert Tchenguiz’s stake and bring a little more cohesion to the ownership of the company.

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I think Sainsbury missed the boat when Tesco and ASDA-WalMart took China and self brand promotion route. And, Waitrose along with John Lewis took refuse in the web.

A poor business model made this takeover inevitable. However, we all share same anxiety - "Private Equity Funds"


  • 2.
  • At 11:05 PM on 25 Apr 2007,
  • DogWalker wrote:

With some larger supermarkets allowing 'competitors' such as pharmacists, opticians, and photo developers to occupy small in-store sites (isn't Tesco's in the process of building a massive superstore, the largest in Europe, in Woolwich with ample space for other traders plus 96 flats. The plan for the site consists of 960 homes, council offices, a health-care facility, 40,000 square feet of small retail outlets and a large Tesco store. Details from IDG retail analysis news!)
In this kind of environment Citigroups proposal makes sense.
I suppose it's all about 'core business' There could be a scenario where the 'Sainsbury's footprint' in any site will be determined by how well it is doing compared to the other retailers.
So a property-business split could arguably allow a win-win situation.
Personally I'd buy the Tchenguiz-Citigroup proposal.

While Tesco's gets so big it can buy suppliers outright, sell almost everything, and not be afraid to allow small traders some space, perhaps the Citigroup proposal allows a comparative instore diversity.

  • 3.
  • At 01:03 PM on 26 Apr 2007,
  • Ben H. wrote:

Rob, please can you explain the nature of Sainsbury's property portfolio - is it the actual stores or is it land that they have set aside for expansion, etc... Would be VERY grateful if you could let me know. Best, Ben.

  • 4.
  • At 06:20 PM on 27 Apr 2007,
  • Robert Peston wrote:

Message to Ben H from Peston: it is the actual stores (mostly).

  • 5.
  • At 08:33 PM on 27 Apr 2007,
  • Colin Soames wrote:

The stinking-rich Sainsbury family are effectively keeping ££s from coming to other shareholders. If they think the business is worth 650-700p they should allow the managers to realise that value or be prepared to sell. It was their placemen on the board that resulted in the shares slumping to 220 in the dark days.

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