TIDMSPD TIDMDEB
RNS Number : 9485T
Sports Direct International Plc
25 March 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 OF
SUCH JURISDICTION.
THIS ANNOUNCEMENT IS NOT AN ANNOUNCEMENT OF A FIRM INTENTION TO
MAKE AN OFFER UNDER RULE 2.7 OF THE CITY CODE ON TAKEOVERS AND
MERGERS (THE "CODE"). THERE CAN BE NO CERTAINTY THAT SUCH AN OFFER
WILL BE MADE nor as to the terms on which any such offer may be
made.
This announcement contains inside information
SPORTS DIRECT INTERNATIONAL PLC
("Sports Direct" or the "Company")
Possible cash offer for Debenhams plc
Sports Direct notes the announcement made by Debenhams plc
("Debenhams") on 22 March 2019 regarding Debenhams current
restructuring and refinancing process. In Sports Direct's opinion,
Debenhams restructuring and refinancing process is likely to result
in an adverse outcome for Debenhams existing shareholders and,
accordingly, Sports Direct confirms that, alongside other options,
it is considering a possible offer for the entire issued and to be
issued share capital of Debenhams not already held by Sports Direct
(the "Possible Offer"). The Possible Offer is likely to be solely
in cash although Sports Direct reserves the right to vary the form
and/or mix of any consideration offered.
Sports Direct believes that any Possible Offer would be
compelling for Debenhams shareholders as:
-- It would allow Debenhams shareholders who wish to realise
their shareholdings the opportunity to do so
-- Sports Direct would seek to run the Debenhams business for
the benefit of all of Debenhams stakeholders rather than for the
benefit of Debenhams existing lenders
-- Debenhams current restructuring and refinancing process could
result in "no equity value for Debenhams current shareholders"([1])
.
It is important to note that this is an announcement of a
possible offer under Rule 2.4 of the Code and, accordingly, there
can be no certainty that an offer will be made for Debenhams nor as
to the terms on which any such offer may be made. Sports Direct
reserves the right to vary the form and/or mix of any consideration
for any offer.
Rule 2.6(a) of the Code requires that Sports Direct, by no later
than 5.00 p.m. on 22 April 2019, being the 28th day following the
date of this announcement, either announces a firm intention to
make an offer for Debenhams in accordance with Rule 2.7 of the Code
or announces that it does not intend to make an offer, in which
case the announcement will be treated as a statement to which Rule
2.8 of the Code applies. This deadline will only be extended with
the consent of the Takeover Panel, in accordance with Rule 2.6(c)
of the Code.
Enquiries:
Numis (Financial adviser to Sports Direct)
Luke Bordewich
Stuart Ord +44 (0) 207 260
George Fry 1000
Sports Direct
+44 (0) 344 245
Cameron Olsen, Company Secretary 9200
Further information
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 set out in this
announcement and will not regard any other person as its client in
relation to the matters in this announcement 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 herein.
This announcement is not intended to, and does not, constitute
or form part of any offer, invitation or the solicitation of any
offer to buy, sell, subscribe for any securities or the
solicitation of any vote in any jurisdiction.
The distribution of this announcement in jurisdictions outside
the United Kingdom may be restricted by law and therefore persons
into whose possession this announcement comes should inform
themselves about, and observe, such restrictions. Any failure to
comply with the restrictions may constitute a violation of the
securities law of any such jurisdiction.
Disclosure requirements of 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(s), 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 Panel's website at 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.
You should contact the Panel's Market Surveillance Unit on +44
(0)20 7638 0129 if you are in any doubt as to whether you are
required to make an Opening Position Disclosure or a Dealing
Disclosure.
In accordance with Rule 26.1 of the Code, a copy of this
announcement will be available at
http://www.sportsdirectplc.com/investor-relations.aspx by no later
than 12 noon (London time) on 26 March 2019. The content of the
website referred to in this announcement is not incorporated into
and does not form part of this announcement.
[1] Source: Debenhams announcement of 22 March 2019:
https://tools.eurolandir.com/tools/Pressreleases/GetPressRelease/?ID=3583540&lang=en-GB&companycode=uk-deb&v
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contact rns@lseg.com or visit www.rns.com.
END
OFDBIGDXBBDBGCU
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