Sports Direct International plc
3 May 2019
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF THAT JURISDICTION
SPORTS DIRECT INTERNATIONAL PLC
MANDATORY CASH OFFER
LAPSE OF OFFER
On 4 March 2019, Sports Direct International plc ("Sports Direct") announced, pursuant to Rule 2.7 of the Takeover Code, that it had unconditionally agreed to acquire 6,000,000 shares of £0.10 each in the capital of Findel plc ("Findel") and as a result was required under Rule 9 of the Takeover Code to make a mandatory cash offer to acquire the entire issued and to be issued ordinary share capital of Findel other than the shares already held by Sports Direct (or any persons acting in concert with it) (the "Offer"). The full terms and condition of the Offer, together with the procedures for acceptance of the Offer, were set out in the offer document issued by Sports Direct on 19 March 2019 (the "Offer Document") and, in respect of certificated Findel Shares, the accompanying Form of Acceptance.
On 9 April 2019, Sports Direct announced that the period for acceptances of the Offer, which remained subject to the terms and condition set out in the Offer Document, was being extended and would remain open for acceptance until the next closing date, which was 1:00pm (London time) on 24 April 2019.
On 24 April 2019, Sports Direct announced that the period for acceptances of the Offer, which remained subject to the terms and condition set out in the Offer Document, was being further extended and would remain open for acceptance until the next closing date, which was 1:00pm (London time) on 3 May 2019. On 30 April 2019, Sports Direct announced that the Offer would not be extended beyond such closing date if at such time the Condition was not satisfied.
Capitalised terms used in this announcement, unless otherwise defined, have the same meanings as set out in the Offer Document.
As at 1:00pm (London time) on 3 May 2019, being the latest closing date of the Offer, Sports Direct had received valid acceptances of the Offer in respect of a total of 860,616 Findel Shares, representing approximately 0.99% of Findel's existing issued share capital, which may count towards the satisfaction of the acceptance condition to the Offer.
Sports Direct holds 31,850,000 Findel Shares, representing approximately 36.84% of Findel's entire issued share capital. Accordingly, as at 1:00pm (London time) on 3 May 2019, Sports Direct owned or had received valid acceptances in respect of a total of 32,710,616 Findel Shares, representing approximately 37.84% of Findel's entire issued share capital.
The percentages listed in this announcement are based on a current issued share capital of 86,442,534 Findel Shares.
As set out in Part A of Appendix I of the Offer Document, the Offer was conditional upon Sports Direct securing valid acceptances of the Offer in respect of Findel Shares which would result in Sports Direct (and any person acting in concert with it) holding Findel Shares carrying more than 50 per cent. of the voting rights then normally exercisable at a general meeting of Findel.
In light of the level of acceptances and Findel Shares already held by Sports Direct referred to above, the Condition has not been satisfied. Accordingly, the Offer was not capable of being declared unconditional as to acceptances at 1:00pm (London time) on 3 May 2019 and therefore the Offer lapsed with immediate effect.
As the Offer has lapsed, it is no longer capable of further acceptance and any accepting Findel Shareholders cease to be bound by their acceptances. In accordance with the terms of the Offer, Forms of Acceptance and share certificates will be returned to shareholders within the next 14 days.
Numis Securities Limited ("Numis"), which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting as financial adviser exclusively for Sports Direct and no-one else in connection with the matters referred to in this announcement and will not regard any other person as its client in relation to such matters and will not be responsible to anyone other than Sports Direct for providing the protections afforded to clients of Numis, nor for providing advice in relation to any matter referred to in this announcement.
The Sports Direct Directors accept responsibility for the information contained in this announcement relating to Sports Direct, save that the only responsibility accepted by the Sports Direct Directors in respect of the information in this announcement relating to the Findel Group, which has been compiled from published sources, is to ensure that such information has been correctly and fairly reproduced and presented. To the best of the knowledge and belief of the Sports Direct Directors (who have taken all reasonable care to ensure that such is the case), the information contained in this announcement for which they accept responsibility is in accordance with the facts and does not omit anything likely to affect the import of such information.
This announcement is for information purposes only. It is not intended to and does not constitute, or form part of, any offer or invitation or the solicitation of any offer to sell or purchase any securities or the solicitation of any offer to otherwise acquire, subscribe for, sell or otherwise dispose of any security pursuant to the Offer or otherwise.
Numis (Financial adviser to Sports Direct) Tel: 020 7260 1000
Cameron Olsen, Company Secretary Tel: 0344 245 9200
The release, publication or distribution of this announcement in, and the availability of the Offer to persons who are residents, citizens or nationals of, jurisdictions other than the United Kingdom may be restricted by laws and/or regulations of those jurisdictions. Therefore any persons who are subject to the laws and regulations of any jurisdiction other than the United Kingdom should inform themselves about and observe any applicable requirements in their jurisdiction. Any failure to comply with the applicable requirements may constitute a violation of the laws and/or regulations of any such jurisdiction. In particular, copies of this announcement and any formal documentation relating to the Offer are not being, and must not be, directly or indirectly, mailed or otherwise forwarded, distributed or sent in or into or from any Restricted Jurisdiction and persons receiving such documents (including custodians, nominees and trustees) must not mail or otherwise forward, distribute or send it in or into or from any Restricted Jurisdiction. Unless otherwise permitted by applicable law and regulation, the Offer may not be made, directly or indirectly, in or into, or by the use of mails or any means or instrumentality (including, but not limited to, facsimile, e-mail or other electronic transmission, telex or telephone) of interstate or foreign commerce of, or of any facility of a national, state or other securities exchange of any Restricted Jurisdiction and the Offer may not be capable of acceptance by any such use, means, instrumentality or facilities.
This announcement has been prepared for the purpose of complying with English law, the Takeover Code and the Listing Rules, and information disclosed may not be the same as that which would have been disclosed if this announcement had been prepared in accordance with the laws of jurisdictions outside of England and Wales.
Publication on website
A copy of this announcement and other documents in connection with the Offer will, subject to certain restrictions relating to persons resident in Restricted Jurisdictions, be made available on Sports Direct's website at http://www.sportsdirectplc.com/investor-relations.aspx by no later than 12 noon (London time) on the Business Day following the date of the relevant announcement or document, pursuant to Rule 26.1 of the Takeover Code. The contents of the website referred to in this announcement are not incorporated into, and do not form part of, this announcement.
Requesting hard copy documents
Pursuant to Rule 30.3 of the Code, a person so entitled may request a copy of this Announcement in hard copy form by contacting Numis on +44 (0)20 7260 1000. A person may also request that all future documents, announcements and information to be sent to that person in relation to the Offer should be in hard copy form. For persons who receive a copy of this Announcement in electronic form or via a website notification, a hard copy of this Announcement will not be sent unless so requested.
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