Frasers Group Regulatory News (FRAS)

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 OR REGULATIONS OF THAT JURISDICTION

FOR IMMEDIATE RELEASE

25 April 2019

Findel plc (the "Company" or "Findel")

Sports Direct International plc Offer fails to secure sufficient acceptances

The Board of Findel (the "Board", "we") notes the level of acceptances announced by Sports Direct International plc ("Sports Direct") in response to its unsolicited mandatory offer for the entire issued and to be issued share capital of Findel not already owned by Sports Direct at 161p per share in cash (the "Offer") on the second closing date of 24 April 2019.

Additional valid acceptances representing only 0.01% of Findel's issued share capital have been received since the first closing date of 9 April 2019. When combined with Sports Direct's existing holding of 36.84% of Findel's issued share capital and the acceptances in respect of 0.98% of Findel's issued share capital received as at the first closing date, this totals approximately 37.83% of Findel shares that are either owned or for which valid acceptances have now been received.

This level is not sufficient to enable Sports Direct to declare its offer unconditional as to acceptances. Sports Direct has extended its offer to 1.00 pm. (London time) on 3 May 2019 at the same Offer Price of 161p per share. 

The Board reiterates the following observations in relation to the Offer timetable, as established by the UK Takeover Code:

· Sports Direct has until 4 May 2019 to improve or otherwise change its Offer, should it wish to do so

· Sports Direct has until 18 May 2019 (Day 60) to achieve sufficient acceptances for its Offer to become unconditional

· If the Offer at any time becomes or is declared unconditional, Sports Direct must keep it open for acceptance for at least another 14 days 

The Board reaffirms its previous statements that the Offer significantly undervalues Findel and its future prospects and strongly recommends that all shareholders take no action and reject the Offer.

 For further information, please contact:

Further information

A copy of this announcement will be available at www.findel.co.uk. The content of the website referred to in this announcement is not incorporated into and does not form part of this announcement.

N+1 Singer Advisory LLP (which is authorised and regulated in the United Kingdom by the Financial Services Authority) is acting exclusively for the Group in connection with the matters referred to above and no one else and will not be responsible to anyone other than the Group for providing the protections offered to clients of N+1 Singer Advisory LLP nor for providing advice in relation to the matters referred to above.

Stifel Nicolaus Europe Limited ("Stifel"), which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting exclusively for Findel and no one else in connection with the above and will not be responsible to anyone other than Findel for providing the protections offered to clients of Stifel nor for providing advice in relation to the subject matter of this announcement or any other matters referred to in this announcement.

Disclosure Requirements of the Code

Under Rule 8.3(a) of the Code, any person who is interested in 1% or more of any class of relevant securities of an offeree company or of any securities exchange offeror (being any offeror other than an offeror in respect of which it has been announced that its offer is, or is likely to be, solely in cash) must make an Opening Position Disclosure following the commencement of the offer period and, if later, following the announcement in which any securities exchange offeror is first identified. An Opening Position Disclosure must contain details of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any securities exchange offeror(s). An Opening Position Disclosure by a person to whom Rule 8.3(a) applies must be made by no later than 3.30 pm (London time) on the 10th business day following the commencement of the offer period and, if appropriate, by no later than 3.30 pm (London time) on the 10th business day following the announcement in which any securities exchange offeror is first identified. Relevant persons who deal in the relevant securities of the offeree company or of a securities exchange offeror prior to the deadline for making an Opening Position Disclosure must instead make a Dealing Disclosure.

Under Rule 8.3(b) of the Code, any person who is, or becomes, interested in 1% or more of any class of relevant securities of the offeree company or of any securities exchange offeror must make a Dealing Disclosure if the person deals in any relevant securities of the offeree company or of any securities exchange offeror. A Dealing Disclosure must contain details of the dealing concerned and of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any securities exchange offeror(s), save to the extent that these details have previously been disclosed under Rule 8. A Dealing Disclosure by a person to whom Rule 8.3(b) applies must be made by no later than 3.30 pm (London time) on the business day following the date of the relevant dealing.

If two or more persons act together pursuant to an agreement or understanding, whether formal or informal, to acquire or control an interest in relevant securities of an offeree company or a securities exchange offeror, they will be deemed to be a single person for the purpose of Rule 8.3.

Opening Position Disclosures must also be made by the offeree company and by any offeror and Dealing Disclosures must also be made by the offeree company, by any offeror and by any persons acting in concert with any of them (see Rules 8.1, 8.2 and 8.4).

Details of the offeree and offeror companies in respect of whose relevant securities Opening Position Disclosures and Dealing Disclosures must be made can be found in the Disclosure Table on the Panel's website at www.thetakeoverpanel.org.uk, including details of the number of relevant securities in issue, when the Offer Period commenced and when any offeror was first identified. You should contact the Panel's Market Surveillance Unit on +44 (0) 20 7638 0129 if you are in any doubt as to whether you are required to make an Opening Position Disclosure or a Dealing Disclosure.

Publication on website

A copy of this announcement and the documents required to be published by Rule 26 of the Takeover Code will be available, subject to certain restrictions relating to persons resident in Restricted Jurisdictions, on Findel's website, www.findel.co.uk, at by no later than 12 noon on the Business Day following the date of this announcement. For the avoidance of doubt, the content of the website is not incorporated into and does not form part of this announcement.

 Forward Looking Statements

This announcement contains certain statements which are, or may be deemed to be, "forward-looking statements" which are prospective in nature. The words "believe", "anticipate", "expect", "intend", "aim", "plan", "predict", "continue", "assume", "positioned", "may", "will", "should", "shall", "risk" and other similar expressions that are predictions of or indicate future events and future trends identify forward-looking statements. These forward-looking statements include all matters that are not current or historical facts. By their nature, forward-looking statements involve risks and uncertainties because such statements relate to events and depend on circumstances that may or may not occur in the future. Forward-looking statements are not indicative of future performance and Findel's actual results of operations, financial condition and liquidity, and the development of the industry in which Findel operates, may differ materially from those made in or suggested by the forward- looking statements contained in this announcement. The cautionary statements set out above should be considered in connection with any subsequent written or oral forward-looking statements that Findel, or persons acting on its behalf, may issue.