9 Apr 2019 07:00
Date: 9 April 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.
SPORTS DIRECT INTERNATIONAL PLC
("Sports Direct" or the "Company")
Statement regarding Debenhams plc
Sports Direct refers to its announcement of 3:09pm on 8th April 2019 in which Sports Direct noted that Debenhams plc ("Debenhams") had rejected the proposal made by Sports Direct to underwrite a £150 million equity issuance by Debenhams. Sports Direct also noted that it continued to actively evaluate all possible options to support Debenhams.
Sports Direct has since written to the board of Debenhams to inform it that Sports Direct continues to give active consideration to Sports Direct's pre-conditional possible offer for Debenhams at 5p in cash per ordinary share announced on 25 March 2019 (the "Possible Offer"). Sports Direct has also made a revised proposal to Debenhams under which Sports Direct would underwrite a £200 million pre-emptive equity issuance to existing Debenhams shareholders (the "Equity Issuance").
The Equity Issuance, which would form part of a comprehensive refinancing of Debenhams, is subject to a number of conditions, all of which Sports Direct believes should be deliverable with the co-operation of Debenhams and its existing lenders, including the appointment of Mr Mike Ashley as Debenhams' CEO as soon as practicable and Debenhams' lenders agreeing to write-off (in aggregate) £82 million of Debenhams' £720 million total debt facilities.
Sports Direct has informed the board of Debenhams that Sports Direct is available to discuss this at any time. Sports Direct also called upon the board of Debenhams to engage with Sports Direct to find a solvent solution for Debenhams which is in the best interests of all of Debenhams stakeholders.
Sports Direct wishes to confirm that, in addition to consideration of the Equity Issuance, it continues to give active consideration to the Possible Offer. Sports Direct has until 5.00pm on 22 April 2019 to announce either a firm intention to make an offer for Debenhams or that it does not intend to make an offer. 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.
Whilst Sports Direct continues to actively evaluate all possible options to support Debenhams, it wishes to clarify that, as a technical matter, were it to complete, the Equity Issuance would be an alternative transaction to the Possible Offer and vice versa.
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.
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 9 April 2019. The content of the website referred to in this announcement is not incorporated into and does not form part of this announcement.