TTNM.L Regulatory News (TTNM)

13 Jul 2007 07:00

ENIC Limited13 July 2007 Not for release, publication or distribution, in whole or in part, in, into orfrom the United States, Canada, Australia or Japan or any other jurisdictionwhere it would be unlawful to do so. PRESS ANNOUNCEMENT EMBARGOED UNTIL 7AM 13 July 2007 CASH OFFERS by ENIC INTERNATIONAL LTD for TOTTENHAM HOTSPUR PLC OFFERS UNCONDITIONAL IN ALL RESPECTS On 5 July 2007, ENIC International posted an offer document (the "OfferDocument") to Tottenham Hotspur Shareholders in respect of the mandatory cashoffers under Rule 9 of the City Code of 113.6 pence for each Tottenham HotspurOrdinary Share (the "Ordinary Offer") and £1,773.77 for each Tottenham HotspurPreference Share (the "Preference Offer"). The board of ENIC International is now pleased to announce that the OrdinaryOffer has become unconditional as to acceptances. As there were no otherconditions to the Ordinary Offer, the Ordinary Offer is hereby declaredunconditional in all respects. As stated in the Offer Document, the Preference Offer is unconditional. As at 5.00 p.m. (London time) on 12 July 2007, valid acceptances of the OrdinaryOffer and the Preference Offer had been received in respect of 9,346,846Tottenham Hotspur Ordinary Shares and 149 Tottenham Hotspur Preference Sharesrespectively. This represents approximately 10.09 per cent. and 0.25 per cent.of the existing issued ordinary and preference share capital of TottenhamHotspur respectively. As a result of the Amshold Transaction and a further purchase of 3,689 TottenhamHotspur Preference Shares on 14 June 2007, ENIC International is also interestedin 44,052,675 Tottenham Hotspur Ordinary Shares and 53,252 Tottenham HotspurPreference Shares, representing approximately 47.56 per cent. and 90.56 percent. of Tottenham Hotspur's existing issued ordinary and preference sharecapital respectively. Therefore, as at 5.00 p.m. (London time) on 12 July 2007, ENIC Internationalowned, controlled or had received valid acceptances in respect of a total of53,399,521 Tottenham Hotspur Ordinary Shares and 53,401 Tottenham HotspurPreference Shares, representing approximately 57.66 per cent. and 90.82 percent. of the existing issued ordinary and preference share capital of TottenhamHotspur respectively. Tottenham Hotspur Ordinary Shareholders and Tottenham Hotspur PreferenceShareholders who wish to accept the Ordinary Offer and / or the PreferenceOffer, and who have not yet done so, should act in accordance with theinstructions set out in the Offer Document dated 5 July 2007 and (in respect ofTottenham Hotspur Shares held in certificated form) the Form(s) of Acceptance assoon as possible. Further copies of the Offer Document and Forms of Acceptanceare available to Tottenham Hotspur Shareholders who are entitled to receivethese documents by calling Capita Registrars on 0870 162 3121 (or, from outsidethe United Kingdom, +44 20 8639 3399) between 9.00 a.m. and 5.00 p.m. (Londontime), Monday to Friday (excluding UK public holidays). The First Closing Date of the Offers is 1.00 p.m. (London time) on 26 July 2007.Settlement will be effected on or before 9 August 2007 to such TottenhamHotspur Shareholders who have validly accepted the relevant Offer(s) prior tothe First Closing Date. Settlement for Tottenham Hotspur Shareholders whovalidly accept the relevant Offer(s) from the First Closing Date onwards will beeffected within 14 calendar days of receipt of their valid acceptance. Certain terms used in this announcement are defined in the Offer Document dated5 July 2007. Enquiries: Holborn PR (PR adviser to ENIC International) Tel: 020 7929 5599Trevor Phillips 07889 153628 Kaupthing Limited (Financial adviser to ENIC International) Tel: 020 3205 5000Jos TrustedCameron Jack Seymour Pierce Limited (Joint financial adviser to Tottenham Hotspur) Tel: 020 7107 8000Richard FeigenJonathan Wright Tricorn Partners LLP (Joint financial adviser to Tottenham Hotspur) Tel: 020 7823 0888Guy Dawson Hansard Group (PR adviser to Tottenham Hotspur) Tel: 020 7245 1100John Bick Kaupthing Limited, which is authorised and regulated in the United Kingdom bythe Financial Services Authority, is acting exclusively for ENIC Internationaland no one else in relation to the Offers and will not be responsible to anyoneother than ENIC International for providing the protections afforded to clientsof Kaupthing Limited or for providing advice in relation to the Offers or anymatter referred to in the Offer Document. Seymour Pierce Limited and Tricorn Partners LLP, each of which is authorised andregulated in the United Kingdom by the Financial Services Authority, are actingexclusively for Tottenham Hotspur and no one else in relation to the Offers andwill not be responsible to anyone other than Tottenham Hotspur for providing theprotections afforded to their respective clients or for providing advice inrelation to the Offers or any matter referred to in the Offer Document. This announcement is not intended to and does not constitute, or form part of,an offer or an invitation to purchase or sell Tottenham Hotspur Ordinary Sharesor Tottenham Hotspur Preference Shares or any other securities pursuant to theOffers or otherwise. The Offers are being made solely by the Offer Document andthe Forms of Acceptance, which contain the full terms and conditions of theOffers, including details of how they may be accepted. The availability of the Offers to persons not resident in the United Kingdom maybe affected by the laws of the relevant jurisdictions. Persons who are notresident in the United Kingdom, or who are subject to the laws of anyjurisdiction other than the United Kingdom, should inform themselves about andobserve any applicable requirements. Further details in relation to overseasshareholders are contained in the Offer Document. The Offers are not being made, directly or indirectly, in or into the UnitedStates or by use of the mails of, or by any means or instrumentality (including,without limitation, facsimile or other electronic transmission, telex ortelephone) of inter-state or foreign commerce of, or any facility of, anational, state or other securities exchange of, the United States, nor are theybeing made directly or indirectly in or into Canada, Australia or Japan and theOffers cannot be accepted by any such use, means, instrumentality or facility orfrom within the United States, Canada, Australia or Japan or any other suchjurisdiction if to do so would constitute a violation of the relevant laws ofsuch jurisdiction. Accordingly, copies of this announcement, the Offer Documentand the Forms of Acceptance are not being, will not be and must not be mailed orotherwise forwarded, distributed or sent in, into or from the United States,Canada, Australia or Japan or any other such jurisdiction if to do so wouldconstitute a violation of the relevant laws of such jurisdiction and personsreceiving this announcement, the Offer Document and the Forms of Acceptance(including without limitation custodians, nominees and trustees) must not mail,forward, distribute or send them in, into or from the United States, Canada,Australia or Japan or any other such jurisdiction if to do so would constitute aviolation of the relevant laws of such jurisdiction. Doing so may renderinvalid any purported acceptance of the Offers. Dealing Disclosure Requirements Under the provisions of Rule 8.3 of the City Code, if any person is, or becomes,"interested" (directly or indirectly) in one per cent. or more of any class of "relevant securities" of Tottenham Hotspur, all "dealings" in any such "relevantsecurities" (including by means of an option in respect of, or a derivativereferenced to, any such "relevant securities") must be publicly disclosed by nolater than 3.30 p.m. (London time) on the Business Day following the date of therelevant transaction. This requirement will continue until the date (in the caseof the Ordinary Offer) on which the Ordinary Offer becomes, or is declared,unconditional as to acceptances, lapses or is otherwise withdrawn or (in thecase of both Offers) on which the Offer Period otherwise ends. If two or morepersons act together pursuant to an agreement or understanding, whether formalor informal, to acquire an "interest" in "relevant securities" of TottenhamHotspur, they will be deemed to be a single person for the purpose of Rule 8.3.Under the provisions of Rule 8.1 of the City Code, all "dealings" in "relevantsecurities" of Tottenham Hotspur by ENIC International or by Tottenham Hotspur,or by any of their respective "associates", must be disclosed by no later than12.00 noon (London time) on the Business Day following the date of the relevanttransaction. A disclosure table, giving details of the companies in whose "relevant securities" "dealings" should be disclosed, and the number of suchsecurities in issue, can be found on the Panel's website atwww.thetakeoverpanel.org.uk. "Interests in securities" arise, in summary, when aperson has long economic exposure, whether conditional or absolute, to changesin the price of securities. In particular, a person will be treated as having an"interest" by virtue of the ownership or control of securities, or by virtue ofany option in respect of, or derivative referenced to, securities. Terms inquotation marks are defined in the City Code, which can also be found on thePanel's website. If you are in any doubt as to whether or not you are requiredto disclose a "dealing" under Rule 8, you should consult the Panel. This information is provided by RNS The company news service from the London Stock Exchange