Sports Direct International Plc Amendment: Possible cash offer for Debenhams plc (1517U)
March 27 2019 - 4:24AM
UK Regulatory
TIDMSPD TIDMDEB
RNS Number : 1517U
Sports Direct International Plc
27 March 2019
The following amendment has been made to the 'Possible cash
offer for Debenhams plc ' announcement released on 27.03.19 at
7.00am under RNS No1006U.
Debenhams Retail plc was incorrectly tagged when the
announcement was released, this has been corrected so that
Debenhams plc is tagged. There have been no amendments to the text
of the announcement itself.
All other details remain unchanged.
The full amended text is shown below.
Date: 26 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.
SPORTS DIRECT INTERNATIONAL PLC
("Sports Direct" or the "Company")
Statement regarding possible cash offer for Debenhams plc
Sports Direct notes the announcement made by Debenhams plc
("Debenhams") on 26 March 2019 in response to Sports Direct's
announcement on 25 March 2019 under Rule 2.4 of the Code and, in
particular, that any firm proposal regarding an offer for Debenhams
will be given due consideration by Debenhams board.
Sports Direct wishes to confirm that it is considering making a
firm offer for the entire issued and to be issued share capital of
Debenhams not already held by Sports Direct and that it has put the
following proposal to the board of Debenhams as to its terms.
The terms of the possible firm offer are that Sports Direct
would offer 5p in cash per ordinary share for the entire issued and
to be issued share capital of Debenhams which would value the total
currently issued share capital of Debenhams (excluding treasury
shares) at approximately GBP61.4 million (the "Possible Offer").
The Possible Offer, if made, would represent a premium of
approximately 127 per cent. to the closing price of Debenhams
shares on 26 March 2019. In connection with the Possible Offer,
Sports Direct would also assist Debenhams in addressing its
immediate funding requirements (subject to the pre-conditions set
out below).
The Possible Offer is pre-conditional upon Debenhams immediately
appointing Mr Mike Ashley as its CEO and terminating the noteholder
consent solicitation process it announced on 22 March 2019. In
addition, the Possible Offer is pre-conditional upon the Debenhams
group agreeing not to enter into any third party funding
arrangements (including those outlined in Debenhams statement of 22
March 2019), granting any new security over any of its assets or
entering into any administration, CVA or other insolvency process.
Each of these pre-conditions must be satisfied or waived before any
firm offer can be made.
Sports Direct believes that the Possible Offer would offer fair
and full value for Debenhams. It does not believe that Debenhams
has the same value if it is (in effect) handed over to Debenhams'
existing lender group. As such, Sports Direct would expect the
Possible Offer to be attractive to Debenhams shareholders and other
stakeholders as an alternative to Debenhams' current restructuring
and refinancing process.
It is important to note that this is not an announcement of a
firm intention to make an offer under Rule 2.7 of the Code and,
accordingly, there can be no certainty that an offer will be made
for Debenhams even if the pre-conditions to the Possible Offer are
satisfied or waived.
Sports Direct reserves the right to reduce the Possible Offer
consideration by the amount of any dividend (or other distribution)
which is paid or becomes payable by Debenhams to the holders of
Debenhams shares.
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.
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 27 March 2019. The content of the
website referred to in this announcement is not incorporated into
and does not form part of this announcement.
This information is provided by RNS, the news service of the
London Stock Exchange. RNS is approved by the Financial Conduct
Authority to act as a Primary Information Provider in the United
Kingdom. Terms and conditions relating to the use and distribution
of this information may apply. For further information, please
contact rns@lseg.com or visit www.rns.com.
END
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