Sports &OutdoorMedia - Offer Update
April 17 2000 - 4:29AM
UK Regulatory
RNS Number:1772J
Sports & Outdoor Media International PLC
17 April 2000
SPORTSWORLD MEDIA GROUP PLC - Offer Wholly Unconditional
This announcement is not for release or distribution in or into the United
States, Canada or Japan.
RECOMMENDED OFFER BY INVESTEC HENDERSON CROSTHWAITE ON BEHALF OF
SPORTSWORLD MEDIA GROUP PLC ("SPORTSWORLD")
FOR SPORTS AND OUTDOOR MEDIA INTERNATIONAL PLC ("SOMI")
OFFER DECLARED WHOLLY UNCONDITIONAL
The Board of Sportsworld announces that the one outstanding condition of the
Offer (other than that relating to Admission), concerning the Treasurer of the
Commonwealth of Australia under the Foreign Acquisitions and Takeover Act 1975
consenting to acceptances of the Offer, has now been fulfilled.
Accordingly, the Offer has been declared wholly unconditional (subject only to
admission of the new Sportsworld Shares becoming effective). Subject as
aforesaid, the related Placing and Open Offer of Sportsworld have also become
unconditional. It is expected that admission to the Official List of the new
Sportsworld Shares to be issued in respect of those acceptances of the Offer
received by 3.00 pm on 14 April 2000 and those new Sportsworld Shares to be
issued pursuant to the Placing and Open Offer, will become effective on 20
April 2000.
The Offer will remain open for acceptance until further notice. However the
Cash Alternative will close on 2 May 2000.
Sportsworld intends to apply the provisions of sections 428 to 430(F)
(inclusive) of the Companies Act 1985 to acquire compulsorily any outstanding
SOMI Shares and it is intended that notices under section 429(4) of the said
Act will be posted to non-accepting SOMI Shareholders in due course.
The definitions used in the Offer document dated 9 March 2000 apply in this
press release, save where the context requires otherwise.
The Directors of Sportsworld accept responsibility for the information
contained in this announcement. To the best of the knowledge and belief of
the Directors of Sportsworld (who have taken all reasonable care to ensure
that such is the case), such information is in accordance with the facts and
does not omit anything likely to affect the import of such information.
Enquiries:
Sportsworld
Geoff Brown, Chief Executive
Andy Fletcher, Chief Financial Officer
020 7240 9626
Investec Henderson Crosthwaite
Jagjit Mundi, Managing Director of Corporate Finance
020 7597 5970
Financial Dynamics
Tim Spratt
020 7831 3113
The Offer has not been made, directly or indirectly, in or into, the United
States, Canada or Japan and this announcement is not being, nor should it be,
posted or otherwise distributed or sent in or into the United States, Canada
or Japan. The new Sportsworld Shares and Loan Notes which may be issued
pursuant to the Offer have not been and will not be registered under the
Securities Act or under the relevant securities laws of any state or other
jurisdiction of the United States, Canada or Japan. Accordingly, the new
Sportsworld Shares and the Loan Notes may not (unless an exemption from the
Securities Act or such other laws is available) be offered, sold, resold or
delivered, directly or indirectly, in or into the United States, Canada or
Japan or other jurisdiction where this would constitute a violation of the
relevant laws of, or require registration thereof in, such jurisdiction or to,
or for the account or benefit of, any North American person or a person in or
resident of Japan. All SOMI Shareholders not resident in the UK (including
nominees, trustees or custodians who have a contractual or legal obligation
to, or otherwise intend to, forward this announcement to any jurisdiction
outside the UK) should read the further notes in this regard which are
contained in paragraph 8 of Part B and paragraph (d) of Part C of Appendix I
of the Offer Document before taking any action.
Investec Henderson Crosthwaite is a division of Investec Bank (UK) Limited,
which is regulated in the United Kingdom by The Securities and Futures
Authority Limited, is acting for Sportsworld and no one else in connection
with the Offer and will not be responsible to anyone other than Sportsworld
for providing the protections afforded to clients of Investec Henderson
Crosthwaite or for giving advice in relation to the Offer.
END
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