27 Mar 2019 08:24
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 £61.4 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 George Fry | +44 (0) 207 260 1000 |
Sports Direct
Cameron Olsen, Company Secretary | +44 (0) 344 245 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.