RNS Number:7054G
Sports & Outdoor Media Intnl PLC
6 March 2000
Part 2
APPENDIX 1
CONDITIONS AND CERTAIN FURTHER TERMS OF THE OFFER
Part A: Conditions of the Offer
The Offer, which will be made by Investec Henderson Crosthwaite on behalf of
Sportsworld, will comply with all applicable laws and regulations of the
London Stock Exchange and the Code and will be governed by English law and be
subject to the jurisdiction of the courts of England. The Offer will be
subject to the terms and conditions set out below and to be set out in the
Offer Document and the Form of Acceptance:
(a) valid acceptances of the Offer being received (and not, where permitted,
withdrawn) by no later than 3.00 pm on the first closing date of the Offer
(or, subject to the rules of the Code, such later time(s) and/or date(s) as
Sportsworld may decide) in respect of not less than 90 per cent. (or such
lesser percentage as Sportsworld may decide) in nominal value of the SOMI
Shares to which the Offer relates, provided that, unless agreed by the Panel,
this condition will not be satisfied unless Sportsworld shall have acquired or
agreed to acquire (whether pursuant to the Offer or otherwise) SOMI Shares
carrying, in aggregate, more than 50 per cent. of the voting rights then
normally exercisable at general meetings of SOMI, including for this purpose,
to the extent (if any) required by the Panel, any votes attaching to SOMI
Shares unconditionally allotted or issued, pursuant to the exercise of any
outstanding subscription or conversion rights or otherwise, before the Offer
becomes or is declared unconditional as to acceptances, and for this purpose:
(i) the expression "SOMI Shares to which the Offer relates" shall mean
SOMI Shares:
(A) issued or allotted on or before the date the Offer is made; and
(B) issued or allotted after that date but before the time at which the
Offer closes, or such earlier date, not being earlier than the date on which the
Offer becomes or is declared unconditional as to acceptances or, if later, the
first closing date of the Offer, as Sportsworld may, subject to the Code decide,
but excluding any SOMI Shares which, on the date the Offer is made, are held
or (otherwise than under such a contract as is described in section 428(5) of
the Act) contracted to be acquired by Sportsworld and/or its associates within
the meaning of section 430E of the Act; and
(ii) shares which have been conditionally allotted shall be deemed to
carry the voting rights which they will carry upon issue;
(b) the London Stock Exchange announcing its decision to admit to the
Official List the new Sportsworld Shares to be issued pursuant to the Offer,
and such admission becoming effective in accordance with the Listing Rules;
(c) the passing at an extraordinary general meeting of Sportsworld of all
such resolutions as may be necessary for the approval and implementation of
the Offer and the acquisition by Sportsworld of SOMI pursuant thereto;
(d) the Treasurer of the Commonwealth of Australia (the "Treasurer"), under
the Foreign Acquisitions and Takeovers Act 1975 (Cth) ("FATA"), consenting to
acceptances of the Offer. For the purposes of this condition (e):
(i) if the Treasurer consents to acceptances of the Offer, subject to
conditions or requirements, this condition (e) will not be deemed to be
fulfilled, unless those conditions or requirements are reasonably acceptable
to Sportsworld; and
(ii) the Treasurer will be deemed to have consented to acceptances of the
Offer if:
(A) the Treasurer issues a notice under the FATA stating that the
Commonwealth Government of Australia does not object to acceptances of the
Offer; or
(B) the Treasurer is, by reason of lapse of time, not empowered to make an
order under the FATA in relation to acceptances of the Offer;
(e) there having been no formal announcement from the Secretary of State for
Trade and Industry (or equivalent Australian functionary) that the proposed
acquisition of SOMI by Sportsworld nor any matters arising therefrom or
related thereto will be referred to either the Competition Commission or the
Australian Competition and Consumer Commission;
(f) no Relevant Authority having, on or prior to the date on which the Offer
becomes otherwise unconditional in all respects, taken, instituted,
implemented or threatened or having decided to take, institute, implement or
threaten, any action, proceedings, suit, investigation, enquiry or reference
or made, proposed or enacted any statue, regulation, decision, undertaking or
order that would or is reasonably likely to (in each case to an extent which
is material in the context of the Offer):
(i) make the Offer, its implementation, or any acquisition or proposed
acquisition by any member of the Wider Sportsworld Group of any SOMI Shares,
or control of SOMI by any member of the Wider Sportsworld Group, illegal, void
or unenforceable in any jurisdiction, or otherwise directly or indirectly
restrain, restrict, prohibit or delay or otherwise adversely interfere with
the implementation of, or impose additional material conditions or obligations
with respect to, or otherwise impede or challenge or require amendment to the
terms of, the Offer or any such acquisition;
(ii) require, prevent or delay the divestiture by any member of the Wider
Sportsworld Group of any SOMI Shares;
(iii) require, prevent or delay the divestiture or any proposed divestiture
by any member of the Wider Sportsworld Group or any member of the Wider SOMI
Group of all or any material part of their respective businesses, assets or
properties or impose any limitation on the ability of any of them to conduct
any of their respective businesses or to own any of their respective assets or
property or any part thereof;
(iv) save as fairly disclosed in writing to Sportsworld prior to 6 March
2000, impose any material limitation on or materially delay the ability of any
member of the Wider Sportsworld Group or any member of the Wider SOMI Group to
acquire or to hold or to exercise effectively, directly or indirectly, any
rights of ownership of shares or other securities (or the equivalent) in any
member of the Wider SOMI Group or to exercise management rights or control
over any business carried on by any member of the Wider SOMI Group;
(v) save as fairly disclosed in writing to Sportsworld prior to 6 March 2000,
impose any limitation on the ability of any member of the Wider Sportsworld
Group or any member of the Wider SOMI Group to co-ordinate their respective
businesses, or any part of them with the businesses or any part of the
businesses of any other member of the Wider SOMI Group or result in any member
of the Wider SOMI Group ceasing to be able to carry on business under the name
which it presently does so;
(vi) require any member of the Wider Sportsworld Group or any member of the
Wider SOMI Group to acquire or offer to acquire any shares or other securities
(or the equivalent) owned by a third party in any member of the Wider SOMI
Group other than by implementation of the Offer; or
(vii) save as fairly disclosed in writing to Sportsworld prior to 6 March
2000 otherwise materially adversely affect the business, assets or profits of
any member of the Wider Sportsworld Group or the Wider SOMI Group taken as a
whole;
and all applicable waiting and other time periods during which any Relevant
Authority could intervene having expired, lapsed or been terminated;
(g) all necessary notifications and filings having been made and all
necessary waiting and other time periods (including any necessary extensions
thereof) under any applicable legislation or regulations of any jurisdiction
having expired, lapsed or terminated in each case in respect of the Offer or
the acquisition of any shares in, or control of, SOMI by any member of the
Wider Sportsworld Group or any matter arising therefrom or relating thereto
and all authorisations necessary or appropriate in any jurisdiction for or in
respect of the Offer or any acquisition or proposed acquisition of any shares
in, or control of, SOMI by any member of the Wider Sportsworld Group, or to
carry on the business of any member of the Wider SOMI Group having been
obtained, from all appropriate Relevant Authorities or (without prejudice to
the generality of the foregoing) from any persons or bodies with whom any
member of the Wider SOMI Group has entered into any contractual arrangements
where the absence of such would have a material adverse effect on any member
of the Wider Sportsworld Group and the Wider SOMI Group taken as a whole and
such authorisations together with all authorisations necessary or appropriate
for any member of the Wider SOMI Group to carry on its business remain in full
force and effect and filings necessary for such purpose having been made and
there being no notice of any intention to revoke, suspend, restrict, modify or
not to renew any of the same;
(h) save as fairly disclosed by SOMI to Sportsworld in writing prior to 6
March 2000 specifically for the purposes of the Offer, there being no
provision of any arrangement, agreement, licence, instrument or authorisation
to which any member of the Wider SOMI Group is a party, or by or to which any
such member or any of their assets is or may be bound, entitled or subject,
which as a consequence of the Offer or any acquisition or proposed acquisition
by any member of the Wider Sportsworld Group of any shares or securities in,
or a change in the control or management of, SOMI or any member of the Wider
SOMI Group would or is reasonably likely to result (in each case to an extent
which is material in the context of the Wider SOMI Group taken as a whole) in:
(i) any such arrangement, agreement, instrument, licence or authorisation
being, or becoming capable of being, terminated or materially adversely
modified or materially affected or any material adverse action being taken or
any onerous obligation or material liability arising thereunder;
(ii) any monies borrowed by, or any other indebtedness or liability, actual
or contingent, of, or any grant available to, any member of the Wider SOMI
Group (which is not already payable on demand) being or becoming capable of
being declared repayable immediately or prior to their or its stated maturity
or repayment date, or the ability of any such member to borrow monies or incur
any indebtedness being withdrawn or inhibited;
(iii) any material asset or material interest of any member of the Wider SOMI
Group being or falling to be disposed of or charged or any right arising under
which any such asset or interest could be required to be disposed of or
charged or could cease to be available to any member of the Wider SOMI Group;
(iv) the creation or enforcement of any mortgage, charge or other security
interest over the whole or any material part of the business, property or
assets of any member of the Wider SOMI Group or any such mortgage, charge or
other security interest becoming, or becoming capable of being, enforceable;
(v) the interest or business of any member of the Wider SOMI Group in or with
any person, firm, company or body (or arrangements relating to such interest
or business) being terminated or materially modified or affected;
(vi) any member of the Wider SOMI Group ceasing to be able to carry on
business under any name under which it does so at present; or
(vii) the financial or trading position of any member of the Wider SOMI Group
being materially prejudiced or materially adversely affected,
and no event having occurred which, under any provision of any arrangement,
agreement, instrument, licence, or authorisation to which any member of Wider
SOMI Group is a party, or by or to which any such member may be bound,
entitled or be subject, is reasonably likely to result in any such event or
circumstance, in each case which will or is reasonably likely to have a
material adverse effect on the Wider SOMI Group taken as a whole;
(i) no member of the Wider SOMI Group having, since 31 March 1999 (save as
fairly disclosed in writing to Sportsworld prior to 6 March 2000, or otherwise
publicly announced by SOMI (by delivery of an announcement to the Company
Announcements Office of the London Stock Exchange and such announcement being
made on release) prior to 6 March 2000):
(i) issued or agreed to or authorised or proposed the issue of additional
shares of any class, or securities convertible into, or exchangeable for, or
rights, warrants or options to subscribe for or acquire, any shares or
convertible securities (save for options granted and any SOMI Shares issued on
the exercise of options granted before 6 March 2000 under the SOMI Share
Option Scheme);
(ii) recommended, declared, paid or made or proposed to recommend, declare,
pay or make any bonus, dividend or other distribution other than to another
member of the Wider SOMI Group;
(iii) made or authorised or proposed or announced its intention to propose
any change in its loan capital to an extent which is material in the context
of the Wider SOMI Group taken as a whole;
(iv) merged with any body corporate or acquired, disposed of, demerged,
transferred, mortgaged, charged or created any security interest over, any
assets or any right, title or interest in any assets (including shares and
trade investments) or authorised, proposed or announced its intention to
propose any such merger, acquisition, disposal, demerger or transfer;
(v) issued, authorised or proposed the issue of any debentures or incurred
any indebtedness or contingent liability which is any such case is material in
the context of the Wider SOMI Group taken as a whole;
(vi) purchased, redeemed or repaid or announced any proposal to purchase,
redeem or repay any of its own shares or other securities or reduced or made
any other change to any part of its share capital;
(vii) entered into or materially varied or authorised, proposed or announced
its intention to enter into or vary any contract, transaction or commitment
(whether in respect of capital expenditure or otherwise) which is of a long
term, onerous or unusual nature or magnitude, or which involves or is
reasonably likely to involve an obligation of such a nature or magnitude and
which is material in the context of the Wider SOMI Group taken as a whole;
(viii) entered into or materially varied or authorised or proposed to enter
into or vary any contract, transaction or arrangement which would be
restrictive in any material respect on the business of any member of the Wider
SOMI Group and which would have a material adverse effect on the business of
the Wider SOMI Group taken as a whole:
(ix) implemented or authorised or proposed to implement or enter into any
reconstruction, amalgamation, scheme, commitment or other transaction or
arrangement which is material in the context of the Wider SOMI Group taken as
a whole;
(x) entered into or made an offer (which remains open for acceptance) to
enter into or materially change the terms of any service contract with any
director or senior executive of SOMI or any person connected with any such
director (within the meaning of section 346 of the Act);
(xi) waived or compromised any claim which is material in the context of the
Wider SOMI Group taken as a whole:
(xii) taken any corporate action, or had any legal proceedings instituted or
threatened against it in respect of, or had any order made, for its winding
up, dissolution or reorganisation or for the appointment of a receiver,
administrator, administrative receiver, trustee or similar officer of all or a
material part of its assets and revenues, or any analogous or similar event
having occurred in any jurisdiction or been unable to pay its debts or having
stopped or suspended payment of its debts generally or ceased or threatened to
cease carrying on all or a significant part of its business;
(xiii) other than pursuant to the resolutions passed at SOMI's annual general
meeting on 27 October 1999, made any alteration to its memorandum or articles
of association; or
(xiv) entered into any agreement or arrangement or passed any resolution with
respect to, or proposed to effect, any of the transactions, matters or events
referred to in this condition;
(j) since 31 March 1999 and save as publicly announced by SOMI (by delivery
of an announcement to the Company Announcements Office of the London Stock
Exchange and such announcements being made on release) prior to 6 March 2000
or disclosed in the annual report and accounts of SOMI for the financial year
ended 31 March 1999 or fairly disclosed in writing to Sportsworld prior to 6
March 2000:
(i) there having been no material adverse change or deterioration in the
business, assets, financial or trading position or profits of any member of
the Wider SOMI Group which would be material to the Wider SOMI Group taken as
a whole;
(ii) no litigation, arbitration proceedings, prosecution or other legal
proceedings to which any member of the Wider SOMI Group is or is reasonably
likely to become a party (whether as plaintiff or defendant or otherwise)
having been threatened in writing, announced or instituted or remaining
outstanding which would in any such case reasonably be expected materially and
adversely to affect the Wider SOMI Group taken as a whole; or
(k) Sportsworld not having discovered, save as fairly disclosed in writing to
Sportsworld prior to 6 March 2000, that:
(i) any financial, business or other information about the Wider SOMI Group
which has been publicly disclosed at any time by on behalf of any member of
the Wider SOMI Group or disclosed in writing by SOMI (or its directors, acting
exclusively in their capacity as directors of SOMI) or their professional
advisers in the course of due diligence conducted by or on behalf of
Sportsworld is misleading in any material respect, contains a material
misrepresentation of fact or omits to state a fact necessary to make the
information contained therein not misleading in any material respect;
(ii) any member of the Wider SOMI Group is subject to any material liability
(contingent or otherwise) which is not disclosed in the annual report and
accounts of SOMI for the year ended 31 March 1999 and which is material in the
context of the Wider SOMI Group taken as a whole;
(iii) any past or present member of the SOMI Group has not complied with any
and/or all applicable legislation or regulations of any jurisdiction currently
in force (or any notices or requirements of any third party in any
jurisdiction) with regard to environmental, health or safety matters,
including, without limitation, the treatment, storage, disposal, pumping,
pouring, emptying, infecting, leaking, dumping, transportation, release,
discharge or spillage of any waste or hazardous substance or any substance
reasonably likely to impair the environment or natural resources or harm human
health or property which would be material in the context of the Wider SOMI
Group taken as a whole;
(iv) there has been a disposal, discharge, spillage, release, escape,
dumping, emptying, leak or emission of any waste, hazardous substance or any
substance likely to impair the environment or natural resources or harm human
health or property on, to, under or from or generated from any land or other
asset or medium now or previously owned, occupied, leased, operated or made
use of or controlled by any past or present member of the Wider SOMI Group, or
in which any such member may now have or previously have had an interest,
which would be reasonably likely to give rise, directly or indirectly, to any
material liability, or obligation (whether actual or contingent) on the part
of any member of the Wider SOMI Group taken as a whole;
(v) circumstances exist (whether as a result of the making of the Offer or
otherwise) whereby a third party has a claim or claims in respect of any land
now or previously owned, leased, occupied or made use of or controlled by any
past or present member of the Wider SOMI Group or otherwise in respect of any
acts or omissions of any past or present member of the Wider SOMI Group, which
claim or claims would be likely to affect to an extent which is material in
the context of the SOMI Group taken as a whole adversely any member of the
Wider SOMI Group; or
(vi) any receiver, administrative receiver or other encumbrancer has been
appointed over any of the assets of SOMI or any member of the Wider SOMI Group
or any analogous proceedings or steps have taken place in any jurisdiction and
any petition has been presented for the administration of SOMI or any member
of the Wider SOMI Group or any analogous proceedings or steps have taken
place.
For the purposes of these conditions:
(A) "Relevant Authority" means any court, central bank, government,
government department or governmental, quasi-governmental, supranational,
municipal, statutory, regulatory body or authority, in (in each case) any
jurisdiction;
(B) a Relevant Authority shall be regarded as having "intervened" if it has
instituted, implemented or threatened to take any action in writing,
proceedings, suit, investigation, enquiry or reference, or made, enacted or
proposed any statute, regulation, decision or order, or required or accepted
any undertaking, or taken any measures or other steps and "intervene" shall be
construed accordingly;
(C) "authorisations" means authorisations, approvals, clearances,
certificates, confirmations, consents, determinations, exemptions, grants,
licences, orders, permission and recognitions;
(D) the "Wider Sportsworld Group" means Sportsworld and its subsidiaries,
subsidiary undertakings, associated undertakings and any other undertakings in
which Sportsworld and any such undertaking (aggregating their interests) have
a substantial interest and the "Wider SOMI Group" means SOMI and its
subsidiaries, subsidiary undertakings, associated undertakings and any other
undertakings in which SOMI and any such undertaking (aggregating their
interests) have a substantial interest and, for these purposes, "subsidiary",
"subsidiary undertaking", "associated undertaking" and "undertaking" have the
meanings given by the Act (but for this purpose ignoring paragraph 20(1)(b) of
schedule 4A of the Act) and "substantial interest" means a direct or indirect
interest in 10 per cent. or more of the voting equity capital of an
undertaking.
The Offer will lapse unless the conditions set out above have been fulfilled
or (other than condition (a)) where appropriate, have been determined by
Sportsworld in its reasonable opinion to be and continue to be satisfied or
(if capable of waiver) have been waived no later than midnight on the day
falling 21 days after the latest of the first closing date of the Offer and
the date on which the Offer becomes or is declared unconditional as to
acceptances, or such later date as the Panel may agree provided that condition
(a) shall not be capable of waiver.
Sportsworld reserves the right to waive, in whole or in part, all or any of
conditions (e) to (k) inclusive. Sportsworld shall be under no obligation to
waive or treat as satisfied any of conditions (e) to (k) inclusive by a date
earlier than the latest date specified above for the satisfaction thereof
notwithstanding that the other conditions of the Offer may at such earlier
date have been waived or fulfilled and that there are at such earlier date no
circumstances indicating that any such conditions may not be capable of
fulfilment.
If Sportsworld is required by the Panel to make an offer for SOMI Shares under
the provisions of Rule 9 of the Code, Sportsworld may make such alterations to
the conditions of the Offer, including condition (a) as are necessary to
comply with the provisions of that Rule.
The Offer will lapse if the acquisition of SOMI is referred to the Competition
Commission before the later of 3.00 p.m. on the first closing date of the
Offer and the date on which the Offer becomes or is declared unconditional as
to acceptances. If the Offer so lapses, the Offer will cease to be capable of
further acceptances and persons accepting the Offer and Sportsworld shall
thereupon cease to be bound by acceptances on or before the time when the
Offer lapses.
Part B: The Cash Alternative and the Loan Note Alternative
The Cash Alternative and the Loan Note Alternative will be conditional on the
Offer becoming or being declared unconditional in all respects.
APPENDIX II
DEFINITIONS
The following definitions apply throughout this announcement unless the
context requires otherwise:
"Act" the Companies Act 1985
"Admission" admission of the new Sportsworld Shares to the Official List
and such admission becoming effective in accordance with the Listing Rules
"AIM" the Alternative Investment Market of the London Stock Exchange
"Australia" the commonwealth of Australia, its states, territories and
possessions
"business day" a day (other than a Saturday) on which banks are
generally open for business in London
"Canada" Canada, its provinces and territories and all areas subject to
its jurisdiction and any political sub-division thereof
"Cash Alternative" the alternative whereby SOMI Shareholders validly
accepting the Offer may elect to receive 150p in cash for each SOMI Share,
instead of the new Sportsworld Shares to which they would otherwise be
entitled under the Offer, including, where the context so requires, any
subsequent revision, variation, extension or renewal of such alternative
"Closing Price" the closing middle market quotation of the relevant
share as derived from the Daily Official List of the London Stock Exchange
"Code" The City Code on Takeovers and Mergers
"CRESTCO" CRESTCo Limited
"Dealing Day" any day on which the London Stock Exchange is open for
business in the trading of domestic equity market securities
"Enlarged Group" the Sportsworld Group, as enlarged by the proposed
acquisition of SOMI
"Escrow Agent" Harford Registrars in its capacity as escrow agent as
defined in the CREST Manual issued by CRESTCo
"Form of Acceptance" the form of acceptance, authority and election for
use by SOMI Shareholders in connection with the Offer as described in and
accompanying the Offer Document and "Forms of Acceptance" shall be construed
accordingly
"Hawkpoint Partners" Hawkpoint Partners Limited
"Investec Bank" Investec Bank (UK) Limited
"Investec Henderson Crosthwaite" Investec Henderson Crosthwaite, a
division of Investec Bank
"Issue Price" 620p per new Sportsworld Share
"LIBOR" the London inter bank offered rate
"Listing Rules" the listing rules of the London Stock Exchange, made
under section 142 of the Financial Services Act 1986
"Loan Notes" the unsecured floating rate guaranteed loan notes of #1
each to be issued by Sportsworld pursuant to the Loan Note Alternative
"Loan Note Alternative" the alternative under which accepting SOMI
Shareholders (other than certain overseas SOMI Shareholders) who validly elect
for the Cash Alternative may elect to receive Loan Notes in lieu of all or
part of the cash consideration to which they would otherwise be entitled under
the Cash Alternative, including, where the context so requires, any subsequent
revision, variation, extension or renewal of such alternative
"London Stock Exchange" London Stock Exchange Limited
"new Sportsworld Shares" new ordinary shares of 1p each in the capital
of Sportsworld to be issued, credited as fully paid, pursuant to the Proposals
"NatWest Bank" National Westminster Bank plc
"North American person" a person whose last address as shown in the
register of members of SOMI is in Canada and/or who is a US Person
"Offer" the recommended offer to be made by Investec Henderson
Crosthwaite on behalf of Sportsworld for the whole of the issued and to be
issued share capital of SOMI, on the terms and subject to the conditions set
out in the Offer Document and the Form of Acceptance (including, where the
context so requires, the Cash Alternative and the Loan Note Alternative),
including where the context so requires, any subsequent revision, variation,
extension or renewal of such offer
"Offer Document" the formal document to be sent to SOMI Shareholders
relating to the Offer
"Official List" the Official List of the London Stock Exchange
"Open Offer" the conditional open offer to be made by Investec Henderson
Crosthwaite on behalf of Sportsworld to Qualifying Shareholders of new
Sportsworld Shares on the terms and conditions set out in the Prospectus and
in the accompanying application form
"Pacific Investments" Pacific Investments Plc, a public company
incorporated in England and Wales under company number 1722436
"Panel" The Panel on Takeovers and Mergers
"Placing" the conditional placing by Investec Henderson Crosthwaite as
agent for Sportsworld of new Sportsworld Shares
"Proposals" the Offer, the Placing and the Open Offer
"Prospectus" the prospectus comprising a prospectus relating to
Sportsworld and the new Sportsworld Shares to be issued under the Proposals
and a circular to Sportsworld Shareholders in connection with the Proposals
"Qualifying Shareholders" Sportsworld Shareholders on the register of
members of Sportsworld on the Record Date and others with bona fide market
claims (except for certain overseas shareholders)
"Record Date" the record date for the Open Offer
"Sporting Frontiers" Sporting Frontiers Limited, a private company
registered in England and Wales under company number 3252684
"Securities Act" the United States Securities Act of 1933, as amended,
and the rules and regulations promulgated thereunder
"SOMI" Sports & Outdoor Media International Plc, a public company
incorporated in England and Wales under company number 3417874
"SOMI Directors" the directors of SOMI
"SOMI Group" SOMI and its subsidiaries and subsidiary undertakings and,
where the context permits, each of them
"SOMI Shareholders" holders of SOMI Shares
"SOMI Shares" the existing unconditionally allotted or issued and fully
paid ordinary shares of 5p each in SOMI and any further such shares which are
unconditionally allotted or issued and fully paid or credited as fully paid on
or before the time and/or date at which the Offer ceases to be open for
acceptance (or by such earlier time and/or date as Sportsworld may, with the
Panel's consent or in accordance with the Code, decide) including any such
shares which are so allotted or issued pursuant to the exercise of options
under the SOMI Share Option Scheme
"SOMI Share Option Scheme" the SOMI 1998 Approved Share Option Scheme
"Sportsworld" Sportsworld Media Group plc, a public company incorporated
in England and Wales under company number 675496
"Sportsworld Directors" or "Sportsworld Board" the directors of
Sportsworld
"Sportsworld Group" Sportsworld and its subsidiaries and subsidiary
undertakings and, where the context permits, each of them
"Sportsworld Shareholders" holders of Sportsworld Shares
"Sportsworld Shares" ordinary shares of 1p each in the capital of
Sportsworld
"subsidiary" or "subsidiary undertaking" have the meanings given them by
the Act
"US Person" a US Person, as defined in Regulation S under the Securities
Act
"United Kingdom" or "UK" the United Kingdom of Great Britain and
Northern Ireland
"United States" or "US" the United States of America, its territories
and possessions, any state of the United States of America and the District of
Columbia and all other areas subject to its jurisdiction
END
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