Last checked at 21 Oct 2019 17:00
Date: 21 October 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 IS AN ANNOUNCEMENT FALLING UNDER RULE 2.8 OF THE CITY CODE ON TAKEOVERS AND MERGERS (THE "CODE").
SPORTS DIRECT INTERNATIONAL PLC
("Sports Direct" or the "Company")
No intention to bid statement regarding Goals Soccer Centres plc
Further to the announcement made by Sports Direct on 23 September 2018, Sports Direct confirms that it does not intend to make an offer for Goals Soccer Centres plc ("Goals") and is consequently bound by the restrictions under Rule 2.8 of the Code, save in the circumstances set out below.
Sports Direct had only limited and fitful access and cooperation from the board of Goals to support Sports Direct's possible offer. Accordingly Sports Direct was unable to complete the necessary due diligence to progress the offer. At the same time the board of Goals continues to pursue the AMA process it set out on 29 August 2019, a process which, if successful, Sports Direct believes will result in significant dilution in value for those shareholders who do not participate in the AMA process and be to the detriment of certain creditors.
Under Note 2 on Rule 2.8 of the Code, Sports Direct, and any person acting in concert with Sports Direct, reserves the right to announce an offer or possible offer or make or participate in an offer or possible offer for Goals or to take any other action which would otherwise be restricted under Rule 2.8 of the Code within six months following the date of this announcement in the following circumstances: (a) with the agreement or consent of the board of Goals; (b) if any third party announces a firm intention to make an offer for Goals; (c) if Goals announces a "whitewash" proposal (see Note 1 of the Notes on Dispensations from Rule 9 of the Code) or a reverse takeover (as defined in the Code); or, (d) if the UK Panel on Takeovers and Mergers (the "Panel") determines that there has been a material change of circumstances.
Enquiries:
Numis (Financial adviser to Sports Direct)
Luke Bordewich Stuart Ord George Fry | +44 (0) 207 260 1000 |
Sports Direct
Tom Piper, 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 22 October 2019. The content of the website referred to in this announcement is not incorporated into and does not form part of this announcement.