Offer for Tottenham Hotspur

7 Jun 2007 15:00

ENIC Limited07 June 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 FOR IMMEDIATE RELEASE 7 June 2007 CASH OFFERS by ENIC INTERNATIONAL LTD for TOTTENHAM HOTSPUR PLC Summary - ENIC International announces that it has today entered into an agreement with Amshold under which ENIC International has been granted a call option exercisable on 2 July 2007 to purchase from Amshold 13,646,026 Tottenham Hotspur Ordinary Shares and 5,358 Tottenham Hotspur Preference Shares for a total cash consideration of £25 million, representing a price of 113.6 pence per Tottenham Hotspur Ordinary Share and £1,773.77 per Tottenham Hotspur Preference Share. If ENIC International does not exercise its option on 2 July 2007, Amshold has been granted a put option exercisable on 3 July 2007 to require ENIC International to purchase those Tottenham Hotspur Shares on the same terms as those of the call option set out above. - In accordance with the provisions of Rule 9 of the City Code, ENIC International further announces the terms of mandatory cash offers to be made for all of the issued and to be issued Tottenham Hotspur Ordinary Shares and Tottenham Hotspur Preference Shares, other than those Tottenham Hotspur Shares which are already held by it or in which it is interested under the terms of the Amshold Transaction. - The Offers will be 113.6 pence in cash for each Tottenham Hotspur Ordinary Share and £1,773.77 in cash for each Tottenham Hotspur Preference Share. - In aggregate, the Offers value the existing issued Tottenham Hotspur Ordinary Shares and Tottenham Hotspur Preference Shares at approximately £209.5 million, based on the Offer Price for each class of Tottenham Hotspur Shares. - The Ordinary Offer will, when made, be conditional only upon valid acceptances being received (and not, where permitted, withdrawn) in respect of such number of Tottenham Hotspur Ordinary Shares which, together with the Tottenham Hotspur Ordinary Shares currently held by ENIC International or acquired under the Amshold Transaction and any further Tottenham Hotspur Ordinary Shares acquired or agreed to be acquired during the Offer Period, will result in ENIC International (together with any person acting in concert with ENIC International) holding Tottenham Hotspur Ordinary Shares carrying more than 50 per cent. of the voting rights of Tottenham Hotspur. - The Preference Offer will, when made, be unconditional. Commenting on the Offers, the board of ENIC International made the followingstatement: "Tottenham Hotspur has made significant progress in the six years since the ENICGroup first became a shareholder and we believe its future prospects areencouraging. ENIC International has now taken the opportunity to increase itsshareholding in Tottenham Hotspur, taking it from 54 per cent. to 66 per cent.on a fully diluted basis, as a sign of its long term confidence in the club andto provide ongoing stability to the club. Although the agreement with Amsholdhas triggered offers under Rule 9 of the City Code, it is our currentexpectation that Tottenham Hotspur's AIM listing will be maintained." This summary should be read in conjunction with the full text of the followingannouncement which sets out further details of the Offers. The Offers aresubject to the terms and conditions set out in Appendix I and to the full termsand conditions which will be set out in the Offer Document, which will be postedto Tottenham Hotspur Shareholders in due course. Certain terms used in this summary and the following announcement are defined inAppendix III to the announcement. Enquiries: Holborn PR (PR Adviser to ENIC) Tel: 020 7929 5599Trevor Phillips 07889 153628 Kaupthing Limited (Financial Adviser to ENIC) Tel: 020 3205 5000Jos TrustedCameron Jack 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 inrelation to the contents of this announcement or any transaction or arrangementreferred to herein. 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 will be made solely by the Offer Document andthe forms of acceptance, which will contain the full terms and conditions of theOffers, including details of how they may be accepted, and which will be postedto Tottenham Hotspur Shareholders in due course. 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 will be contained in the Offer Document. The Offers will not be 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 will itbe 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 press announcement, the Offer Document and the forms ofacceptance (including without limitation custodians, nominees and trustees) mustnot 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 wouldconstitute a violation of the relevant laws of such jurisdiction. Doing so mayrender invalid any purported acceptance of the Offers. This announcement has been prepared in accordance with English law, the CityCode and the AIM Rules and information disclosed may not be the same as thatwhich would have been prepared in accordance with the law of jurisdictionsoutside England. The Offers will be subject to the applicable rules andregulations of the Financial Services Authority, the London Stock Exchange andthe City Code. This announcement may contain certain forward-looking statements with respect tothe financial condition, results of operations and business of Tottenham Hotspurand the Tottenham Hotspur Group. These forward-looking statements can beidentified by the fact that they do not relate only to historical or currentfacts. Forward-looking statements often use words such as "anticipate","target", "expect", "estimate", "intend", "plan", "goal", "believe", "will","may", "should", "would", "could" or other words of similar meaning. By theirnature, forward-looking statements involve risks and uncertainties that couldcause actual results and developments to differ materially from those expressedin or implied by such forward-looking statements. Many of these risks anduncertainties relate to factors that are beyond ENIC International's abilitiesto control or estimate precisely, such as future market conditions and thebehaviours of other market participants, and therefore undue reliance should notbe placed on such statements. Should one or more of these risks oruncertainties materialise, or should underlying assumptions prove incorrect,actual results may vary materially from those described in this document. ENICInternational assumes no obligation and does not intend to update or correctthese forward-looking statements, except as required pursuant to applicable law. Nothing in this announcement is intended, or is to be construed, as a forecast,projection or estimate of the future financial performance of either ENICInternational or Tottenham Hotspur. The directors of ENIC International accept responsibility for the informationcontained in this announcement, save that the only responsibility accepted bythem in respect of the information in this document relating to TottenhamHotspur (including, without limitation, the information set out in paragraph 4of the full announcement below), which has been compiled from published sources,is to ensure that such information has been correctly and fairly reproduced andpresented. To the best of the knowledge and belief of the directors of ENICInternational (who have taken all reasonable care to ensure that such is thecase), the information contained in this document for which they acceptresponsibility is in accordance with the facts and does not omit anything likelyto affect the import of such information. 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 1 per cent. or more of any class of "relevant securities" of Tottenham Hotspur, all "dealings" in any "relevantsecurities" of Tottenham Hotspur (including by means of an option in respect of,or a derivative referenced to, any such "relevant securities") must be publiclydisclosed by no later than 3.30 pm (London time) on the London business dayfollowing the date of the relevant transaction. This requirement will continueuntil the date on which the Ordinary Offer becomes unconditional as toacceptances, lapses or is otherwise withdrawn or on which the "offer period"otherwise ends. If two or more persons act together pursuant to an agreement orunderstanding, whether formal or informal, to acquire an "interest" in "relevantsecurities" of Tottenham Hotspur, they will be deemed to be a single person forthe 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 any of its "associates", must be disclosed by no later than 12.00 noon (London time) on theLondon business day following the date of the relevant transaction. A disclosure table, giving details of the companies in whose "relevantsecurities" "dealings" should be disclosed, and the number of such securities inissue, can be found on the Takeover Panel's website atwww.thetakeoverpanel.org.uk. "Interests in securities" arise, in summary, when a person has long economicexposure, whether conditional or absolute, to changes in the price ofsecurities. In particular, a person will be treated as having an "interest" byvirtue of the ownership or control of securities, or by virtue of any option inrespect of, or derivative referenced to, securities. Terms in quotation marks are defined in the City Code, which can also be foundon the Panel's website. If you are in any doubt as to whether or not you arerequired to disclose a "dealing" under Rule 8, you should consult the Panel. 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 ANNOUNCEMENTFOR IMMEDIATE RELEASE7 June 2007CASH OFFERS by ENIC INTERNATIONAL LTD for TOTTENHAM HOTSPUR PLC 1. Introduction ENIC International announces that it has today entered into an agreement withAmshold under which ENIC International has been granted a call optionexercisable on 2 July 2007 to purchase from Amshold 13,646,026 Tottenham HotspurOrdinary Shares and 5,358 Tottenham Hotspur Preference Shares for a total cashconsideration of £25 million, representing a price of 113.6 pence per TottenhamHotspur Ordinary Share and £1,773.77 per Tottenham Hotspur Preference Share. IfENIC International does not exercise its option on 2 July 2007, Amshold has beengranted a put option exercisable on 3 July 2007 to require ENIC International topurchase those Tottenham Hotspur Shares on the same terms as those of the calloption set out above. As a result of this transaction, ENIC International has increased its interestin Tottenham Hotspur to 44,052,675 Tottenham Hotspur Ordinary Shares and 49,563Tottenham Hotspur Preference Shares, which following completion of the AmsholdTransaction will represent 65.9 per cent. of the voting rights of TottenhamHotspur assuming full conversion of all the Tottenham Hotspur Preference Sharespresently in issue. Excluding the impact of any conversion of Tottenham HotspurPreference Shares, ENIC International's interest in Tottenham Hotspur hasincreased from 32.8 per cent. to 47.6 per cent. of the voting rights ofTottenham Hotspur. In accordance with the provisions of Rule 9 of the City Code, ENIC Internationalfurther announces the terms of mandatory cash offers to be made for all theissued and to be issued Tottenham Hotspur Ordinary Shares and Tottenham HotspurPreference Shares, other than those Tottenham Hotspur Shares which are alreadyheld by it or in which it is interested under the terms of the AmsholdTransaction. 2. The Offers ENIC International will offer to acquire, on the terms and subject to theconditions set out below and in Appendix I to this announcement, and to be setout in full in the Offer Document and the accompanying forms of acceptance, allthe issued and to be issued Tottenham Hotspur Ordinary Shares and TottenhamHotspur Preference Shares. The Offers will be made on the following basis: for each Tottenham Hotspur Ordinary Share 113.6 pence in cash for each Tottenham Hotspur Preference Share £1,773.77 in cash In aggregate, the Offers value the existing issued Tottenham Hotspur OrdinaryShares and Tottenham Hotspur Preference Shares at approximately £209.5 million,based on the Offer Price for each class of Tottenham Hotspur Shares. The Ordinary Offer will, when made, be conditional only upon valid acceptancesbeing received (and not, where permitted, withdrawn) in respect of such numberof Tottenham Hotspur Ordinary Shares which, together with the Tottenham HotspurOrdinary Shares currently held by ENIC International or acquired under theAmshold Transaction and any further Tottenham Hotspur Ordinary Shares acquiredor agreed to be acquired during the Offer Period, will result in ENICInternational (together with any person acting in concert with ENICInternational) holding Tottenham Hotspur Ordinary Shares carrying more than 50per cent. of the voting rights of Tottenham Hotspur. The Preference Offer will, when made, be unconditional. The Tottenham Hotspur Shares will be acquired pursuant to the Offers by or onbehalf of ENIC International, fully paid and free from all liens, equities,mortgages, charges, encumbrances and other third party rights and interests andtogether with all rights now or hereafter attaching thereto, including allvoting rights and the right to receive and retain in full all dividends andother distributions declared, made or paid on or after the date on which theOffer Document is posted to Tottenham Hotspur Shareholders. The Offers will extend to all Tottenham Hotspur Ordinary Shares and TottenhamHotspur Preference Shares (excluding those held by ENIC International or inwhich it is interested under the terms of the Amshold Transaction), includingany further Tottenham Hotspur Ordinary Shares or Tottenham Hotspur PreferenceShares which are unconditionally allotted or issued and fully paid before theOffers close. Appendix II contains the sources and bases of certain information contained inthis announcement. Appendix III sets out the meanings of the defined terms usedin this announcement. Appendix IV provides a summary of the main rightsattaching to the Tottenham Hotspur Preference Shares under Tottenham Hotspur'sarticles of association. 3. Background to and reasons for the Offers ENIC International has entered into the Amshold Transaction under which ENICInternational has been granted a call option exercisable on 2 July 2007 topurchase from Amshold 13,646,026 Tottenham Hotspur Ordinary Shares and 5,358Tottenham Hotspur Preference Shares for a total cash consideration of £25million, representing a price of 113.6 pence per Tottenham Hotspur OrdinaryShare and £1,773.77 per Tottenham Hotspur Preference Share. If ENICInternational does not exercise its option on 2 July 2007, Amshold has beengranted a put option exercisable on 3 July 2007 to require ENIC International topurchase those Tottenham Hotspur Shares on the same terms as those of the calloption set out above. The Amshold Transaction gives rise to an obligation under Rule 9 of the CityCode for ENIC International to make general offers, at the same prices perTottenham Hotspur Share as are applicable to the Amshold Transaction, for allthe Tottenham Hotspur Ordinary Shares and Tottenham Hotspur Preference Sharesexcluding those held by ENIC International or in which it is interested underthe terms of the Amshold Transaction. 4. Information on Tottenham Hotspur Tottenham Hotspur recently reported record results for the first six months ofits financial year to 31 December 2006. Turnover from key operational areas washigher than in the corresponding period of the previous year. In fact, turnoverfor the six months ended 31 December 2006 was higher than Tottenham Hotspur'sannual turnover prior to the new management team coming into the business sixyears previously. In the same six month period, Tottenham Hotspur generated anoperating profit of £14.3 million (2005: £4.2 million) before amortisation ofintangible fixed assets. Tottenham Hotspur also generated a profit on disposalof intangible fixed assets of £15.2 million (2005: £8.3 million), which afterall other football trading brought the profit on ordinary activities beforeinterest and taxation to £20.9 million in the six months ended 31 December 2006(2005: £5.8 million). 5. Information on ENIC International ENIC International, a company incorporated in the Bahamas, is ultimately ownedby the family interests of Joseph Lewis as to 70.6% and the family interests ofDaniel Levy as to 29.4%. The directors of ENIC International are Bryan Glinton and Jason Callender, whoare both attorneys at law practising in the Bahamas, and Tyler Piercy, who isemployed by Tavistock Inc, a management company controlled by Joseph Lewis. Theissued share capital of ENIC International is held as to 70.6% by EatonInternational Corp. and as to 29.4% by Walburg Holdings Limited and LarkinLimited. Eaton International Corp. is a company incorporated in the Bahamaswhich acts as an investment holding company. Its shares are ultimately held bya trust of which the beneficiaries are Joseph Lewis and members of his family.Larkin Limited is the nominee of a discretionary trust of which Daniel Levy'schildren (minors) are potential beneficiaries. Walburg Holdings Limited is thenominee of a discretionary trust for which Daniel Levy and certain members ofhis family are potential beneficiaries. Joseph Charles Lewis, aged 70, is a British citizen and a Bahamian resident. Hehas business interests in the UK, in partnership with Daniel Levy, in a textilecompany with an annual turnover of less than £5 million and various interests incommercial and residential properties for both development and investment.Outside of the UK, he has private equity holdings held as investments in anumber of businesses, particularly in North America, but does not manage any ofthose interests. Joseph Lewis does not own or control any declarable holdingsin any company listed on the Official List or traded on AIM. Daniel Philip Levy, aged 45, is a UK resident. He is Managing Director of ENICGroup Limited and has investments in a number of private businesses. DanielLevy was appointed as a director of Tottenham Hotspur on 20 December 2000 and isits executive chairman. 6. Intentions regarding Tottenham Hotspur, its business, its employeesand its AIM listing ENIC International considers that Tottenham Hotspur has made significantprogress since the original investment by the ENIC Group in February 2001 andmore particularly since the ENIC Group underwrote the issue of the PreferenceShares in January 2003. ENIC International further believes that the futureprospects for Tottenham Hotspur are encouraging and is increasing its existingshareholding in Tottenham Hotspur as a sign of its long-term confidence and toprovide ongoing stability to the club. ENIC International fully intends tocontinue to support the board of Tottenham Hotspur in its ambitions for theclub. ENIC International confirms that its current intention is that the existingrights, including pension and employment rights, of the management and employeesof Tottenham Hotspur and its subsidiaries will not be affected by the Offers. It is ENIC International's expectation that Tottenham Hotspur's AIM listing willbe maintained, unless it acquires sufficient Tottenham Hotspur Shares to enableit to exercise any rights which may arise, pursuant to the provisions ofsections 974 to 991 (inclusive) of the Companies Act 2006, to acquirecompulsorily any outstanding Tottenham Hotspur Ordinary Shares or TottenhamHotspur Preference Shares. If ENIC International does acquire sufficientTottenham Hotspur Shares, it would intend to exercise those rights of compulsoryacquisition. 7. Financing of the Offers ENIC International has entered into a committed repurchase standby facility withKaupthing Singer & Friedlander for the purpose of financing a proportion of thecash consideration payable on completion of the Amshold Transaction and onacceptances of the Offers. Under the terms of this facility, ENIC Internationalwould transfer Tottenham Hotspur Ordinary Shares and Tottenham HotspurPreference Shares to Kaupthing Singer & Friedlander at agreed prices on termsthat the Tottenham Hotspur Shares will be re-transferred to ENIC Internationalfor the agreed prices, together with an agreed differential. ENIC Internationalwould remain entitled to control the exercise of all voting rights attaching tothe Tottenham Hotspur Shares subject to the facility. Kaupthing Limited is satisfied that sufficient resources are available to ENICInternational to satisfy the cash consideration payable to Tottenham HotspurOrdinary Shareholders and Tottenham Hotspur Preference Shareholders in the eventof full acceptance of the Offers. Further information on the financing of the Offers will be set out in the OfferDocument. 8. Disclosure of interests in Tottenham Hotspur Save as otherwise disclosed in this announcement, neither ENIC International norany person acting in concert with ENIC International has any interest in, orright to subscribe for, any relevant securities of Tottenham Hotspur, or anyshort positions (whether conditional or absolute and whether in the money orotherwise), including any short position under a derivative, any agreement tosell or any delivery obligation or right to require another person to purchaseor take delivery. Neither ENIC International nor any of its associates hasprocured any irrevocable commitment or letter of intent in respect of anyrelevant securities of Tottenham Hotspur. Neither ENIC International nor anyperson acting in concert with ENIC International has borrowed or lent anyrelevant securities of Tottenham Hotspur (save for any borrowed shares whichhave been either on-lent or sold). There are no arrangements of the kindreferred to in Note 6(b) to Rule 8 of the City Code which exist between ENICInternational or any associate of ENIC International and any other person inrelation to any relevant securities of Tottenham Hotspur. For the purposes of this paragraph 8, the terms "acting in concert", "associate", "interest" and "relevant securities" have the same meanings as defined in the City Code. 9. General In deciding whether or not to accept the Offers in respect of their TottenhamHotspur Ordinary Shares or Tottenham Hotspur Preference Shares, TottenhamHotspur Shareholders should rely on the information contained in, and follow theprocedures described in, the Offer Document and (in respect of certificatedTottenham Hotspur Shares) the relevant form of acceptance which will be postedto Tottenham Hotspur Shareholders in due course (other than to any TottenhamHotspur Shareholders with addresses in the United States, Canada, Australia orJapan). There are no agreements or arrangements to which ENIC International is a partywhich relate to the circumstances in which it may or may not invoke or seek toinvoke a pre-condition or a condition to the Offers. Enquiries: Holborn PR (PR Adviser to ENIC) Tel: 020 7929 5599Trevor Phillips 07889 153628 Kaupthing Limited (Financial Adviser to ENIC) Tel: 020 3205 5000Jos TrustedCameron Jack 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 inrelation to the contents of this announcement or any transaction or arrangementreferred to herein. 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 will be made solely by the Offer Document andthe forms of acceptance, which will contain the full terms and conditions of theOffers, including details of how they may be accepted, and which will be postedto Tottenham Hotspur Shareholders in due course. 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 will be contained in the Offer Document. The Offers will not be 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 will itbe 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 press announcement, the Offer Document and the forms ofacceptance (including without limitation custodians, nominees and trustees) mustnot 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 wouldconstitute a violation of the relevant laws of such jurisdiction. Doing so mayrender invalid any purported acceptance of the Offers. This announcement has been prepared in accordance with English law, the CityCode and the AIM Rules and information disclosed may not be the same as thatwhich would have been prepared in accordance with the law of jurisdictionsoutside England. The Offers will be subject to the applicable rules andregulations of the Financial Services Authority, the London Stock Exchange andthe City Code. This announcement may contain certain forward-looking statements with respect tothe financial condition, results of operations and business of Tottenham Hotspurand the Tottenham Hotspur Group. These forward-looking statements can beidentified by the fact that they do not relate only to historical or currentfacts. Forward-looking statements often use words such as "anticipate","target", "expect", "estimate", "intend", "plan", "goal", "believe", "will","may", "should", "would", "could" or other words of similar meaning. By theirnature, forward-looking statements involve risks and uncertainties that couldcause actual results and developments to differ materially from those expressedin or implied by such forward-looking statements. Many of these risks anduncertainties relate to factors that are beyond ENIC International's abilitiesto control or estimate precisely, such as future market conditions and thebehaviours of other market participants, and therefore undue reliance should notbe placed on such statements. Should one or more of these risks oruncertainties materialise, or should underlying assumptions prove incorrect,actual results may vary materially from those described in this document. ENICInternational assumes no obligation and does not intend to update or correctthese forward-looking statements, except as required pursuant to applicable law. Nothing in this announcement is intended, or is to be construed, as a forecast,projection or estimate of the future financial performance of either ENICInternational or Tottenham Hotspur. The directors of ENIC International accept responsibility for the informationcontained in this announcement, save that the only responsibility accepted bythem in respect of the information in this document relating to TottenhamHotspur (including, without limitation, the information set out in paragraph 4above), which has been compiled from published sources, is to ensure that suchinformation has been correctly and fairly reproduced and presented. To the bestof the knowledge and belief of the directors of ENIC International (who havetaken all reasonable care to ensure that such is the case), the informationcontained in this document for which they accept responsibility is in accordancewith the facts and does not omit anything likely to affect the import of suchinformation. 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 1 per cent. or more of any class of "relevant securities" of Tottenham Hotspur, all "dealings" in any "relevantsecurities" of Tottenham Hotspur (including by means of an option in respect of,or a derivative referenced to, any such "relevant securities") must be publiclydisclosed by no later than 3.30 pm (London time) on the London business dayfollowing the date of the relevant transaction. This requirement will continueuntil the date on which the Ordinary Offer becomes unconditional as toacceptances, lapses or is otherwise withdrawn or on which the "offer period"otherwise ends. If two or more persons act together pursuant to an agreement orunderstanding, whether formal or informal, to acquire an "interest" in "relevantsecurities" of Tottenham Hotspur, they will be deemed to be a single person forthe 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 any of its "associates", must be disclosed by no later than 12.00 noon (London time) on theLondon business day following the date of the relevant transaction. A disclosure table, giving details of the companies in whose "relevantsecurities" "dealings" should be disclosed, and the number of such securities inissue, can be found on the Takeover Panel's website atwww.thetakeoverpanel.org.uk. "Interests in securities" arise, in summary, when a person has long economicexposure, whether conditional or absolute, to changes in the price ofsecurities. In particular, a person will be treated as having an "interest" byvirtue of the ownership or control of securities, or by virtue of any option inrespect of, or derivative referenced to, securities. Terms in quotation marks are defined in the City Code, which can also be foundon the Panel's website. If you are in any doubt as to whether or not you arerequired to disclose a "dealing" under Rule 8, you should consult the Panel. Appendix I Conditions and certain further terms of the Offers 1. Conditions of the Offers The Ordinary Offer will, when made, be conditional only upon valid acceptancesbeing received (and not, where permitted, withdrawn) by not later than 1.00 p.m.(London time) on the first closing date of the Offers in respect of such numberof Tottenham Hotspur Ordinary Shares which, together with the Tottenham HotspurOrdinary Shares currently held by ENIC International or acquired under theAmshold Transaction and any further Tottenham Hotspur Ordinary Shares acquiredor agreed to be acquired during the Offer Period, will result in ENICInternational (together with any person acting in concert with ENICInternational) holding Tottenham Hotspur Ordinary Shares carrying more than 50per cent. of the voting rights of Tottenham Hotspur. The Preference Offer will, when made, be unconditional. 2. Certain further terms of the Offers The Ordinary Offer will extend to all existing issued Tottenham Hotspur OrdinaryShares excluding those held by ENIC International or in which it is interestedunder the Amshold Transaction and including any further Tottenham HotspurOrdinary Shares which are unconditionally allotted or issued and fully paid(other than to ENIC International) or which arise on conversion of the TottenhamHotspur Preference Shares (other than those held by ENIC International or inwhich it is interested under the Amshold Transaction) before the Ordinary Offercloses. The Preference Offer will extend to all existing issued TottenhamHotspur Preference Shares not already held by ENIC International or in which itis interested under the Amshold Transaction, so far as not converted or redeemedin accordance with Tottenham Hotspur's articles of association before thePreference Offer closes. The Tottenham Hotspur Ordinary Shares and Tottenham Hotspur Preference Shareswhich are the subject of the Offers will be acquired, fully paid, free from allliens, charges, encumbrances, rights of pre-emption and any other third partyrights of any nature whatsoever and together with all rights now or hereafterattaching thereto, including the right to receive and retain in full alldividends and other distributions, if any, declared, made or paid on or afterthe date on which the Offer Document is posted to Tottenham HotspurShareholders. The Offers will lapse if the acquisition of Tottenham Hotspur by ENICInternational is referred to the Competition Commission before the later of 1.00pm (London time) on the first closing date of the Offers and the date on whichthe Ordinary Offer becomes or is declared unconditional as to acceptances. If the Offers lapse they will cease to be capable of further acceptance.Tottenham Hotspur Shareholders who have accepted the Ordinary Offer or thePreference Offer and ENIC International shall then cease to be bound byacceptances delivered on or before the date on which the Offers lapse. The Offers will comply with the rules of AIM and the provisions of the CityCode. The Offers and any acceptances under them will be governed by English lawand be subject to the jurisdiction of the courts of England. ENIC International reserves the right at its absolute discretion to offerTottenham Hotspur Ordinary Shareholders and/or Tottenham Hotspur PreferenceShareholders a loan note alternative as part of the terms of the Offers. The Offers will be made on the terms and will be subject, inter alia, to theconditions which are set out in this Appendix I and those terms which will beset out in the Offer Document. Appendix II Sources and bases of information Information about Tottenham Hotspur has been compiled from published sources. Unless otherwise stated: (a) the value placed by the Offers on the existing issued ordinary and preference share capital of Tottenham Hotspur and other statements made by reference to the existing issued share capital of Tottenham Hotspur are based upon 92,618,119 Ordinary Shares and 58,800 Preference Shares in issue; and (b) financial information relating to Tottenham Hotspur has been extracted or derived without material adjustment from the relevant audited annual accounts and unaudited interim results. Appendix III Definitions The following definitions apply throughout this announcement unless the contextrequires otherwise: "AIM" the AIM Market of the London Stock Exchange; "Amshold" Amshold Limited, a company incorporated in Jersey under no. FC016893; "Amshold Transaction" the transaction effected by the agreement dated today and made between Amshold and ENIC International whereby ENIC International has a call option to purchase on 2 July 2007 from Amshold 13,646,026 Tottenham Hotspur Ordinary Shares and 5,358 Tottenham Hotspur Preference Shares and (failing exercise of such option) Amshold has an option to require ENIC International to purchase those Tottenham Hotspur Shares on 3 July 2007; "Canada" Canada, its provinces, territories and all areas subject to its jurisdiction and any political sub-division thereof; "City Code" the City Code on Takeovers and Mergers; "Companies Act 2006" the Companies Act 2006, as amended; "Concert Party" or "acting in a group acting together in a takeover situation as defined in the Cityconcert" Code; "Daily Official List" the daily official list of the London Stock Exchange; "ENIC Group" ENIC International and any of its subsidiary undertakings; "ENIC International" or "the ENIC International Ltd, a company incorporated in the Bahamas withOfferor" company number 117549(B); "Financial Services Authority" the Financial Services Authority of the UK in its capacity as the competent authority for the purposes of Part VI of the Financial Services and Markets Act 2000 (as amended); "Japan" Japan, its cities, prefectures, territories and possessions; "Kaupthing Singer & Friedlander" Kaupthing Singer & Friedlander Limited; "London Stock Exchange" the London Stock Exchange Plc; "Offer Document" the formal document to be sent to Tottenham Hotspur Shareholders setting out the full terms of the Offers; "Offer Period" the period commencing on (and including) the date of this announcement and ending on whichever of the following dates shall be the latest: (i) the first closing date of the Offers; (ii) the date on which the Ordinary Offer lapses or is withdrawn; and (iii) the date on which the Ordinary Offer becomes or is declared unconditional as to acceptances; "Offer Price" 113.6 pence per Tottenham Hotspur Ordinary Share and/or £1,773.77 per Tottenham Hotspur Preference Share; "Offers" the Ordinary Offer and the Preference Offer; "Official List" the Official List of the United Kingdom Listing Authority; "Ordinary Offer" the mandatory cash offer by ENIC International to acquire the Tottenham Hotspur Ordinary Shares other than those held by ENIC International or in which ENIC International is interested under the Amshold Transaction on the terms set out in the Offer Document including, where the context requires, any subsequent revision, variation, extension or renewal of such offer; "Panel" the Panel on Takeovers and Mergers; "Preference Offer" the mandatory cash offer by ENIC International to acquire the Tottenham Hotspur Preference Shares other than those held by ENIC International or in which ENIC International is interested under the Amshold Transaction on the terms set out in the Offer Document including, where the context requires, any subsequent revision, variation, extension or renewal of such offer; "subsidiary" and "subsidiary have the meanings given by the UK Companies Act 1985;undertakings" "Tottenham Hotspur" Tottenham Hotspur Plc registered in England and Wales under registered number 1706358; "Tottenham Hotspur Group" Tottenham Hotspur and any of its subsidiary undertakings; "Tottenham Hotspur Ordinary holders of Tottenham Hotspur Ordinary Shares;Shareholders" "Tottenham Hotspur Ordinary the existing issued or unconditionally allotted and fully paid (orShares" credited as fully paid) ordinary shares of 5p each in the capital of Tottenham Hotspur and any further ordinary shares of 5p each which are unconditionally allotted or issued fully paid (or credited as fully paid) or which arise on conversion of the Tottenham Hotspur Preference Shares on or prior to the date on which the Ordinary Offer closes; "Tottenham Hotspur Preference holders of Tottenham Hotspur Preference Shares;Shareholders" "Tottenham Hotspur Preference the existing issued or unconditionally allotted and fully paid (orShares" credited as fully paid) convertible redeemable preference shares of £78.10 each in the capital of Tottenham Hotspur so far as not converted or redeemed in accordance with Tottenham Hotspur's articles of association on or prior to the date on which the Preference Offer closes; "Tottenham Hotspur Shareholders" holders of Tottenham Hotspur Shares; "Tottenham Hotspur Shares" Tottenham Hotspur Ordinary Shares and/or Tottenham Hotspur Preference Shares, as the context requires; "United Kingdom" or "UK" the United Kingdom of Great Britain and Northern Ireland; and "United States" the United States of America, its territories or possessions, any state of the United States of America, the District of Columbia and all other areas subject to its jurisdiction. Appendix IV Rights of Tottenham Hotspur Preference Shares The key terms of the Tottenham Hotspur Preference Shares are as follows:- (a) No dividend is payable until 31 October 2007 (in respect of the period from the third anniversary of issue to 30 September 2007) and thereafter annually on 31 October in respect of each 12 month period to 30 September at a rate of 1 per cent. above the HSBC bank base rate. (b) On 31 October 2007 and on each 31 October thereafter, the Tottenham Hotspur Preference Shares will be convertible into Tottenham Hotspur Ordinary Shares at the election of the Tottenham Hotspur Preference Shareholders at the rate of 1,562 Tottenham Hotspur Ordinary Shares for each Tottenham Hotspur Preference Share. (c) If an offer is made to the Tottenham Hotspur Ordinary Shareholders (or all such Shareholders other than the offeror and/or any companies controlled by the offeror and/or any persons acting in concert with the offeror) to acquire the whole or any part of the issued Tottenham Hotspur Ordinary Shares and Tottenham Hotspur becomes aware that the right to cast more than 50 per cent. of the votes which may ordinarily be cast on a poll at a general meeting of Tottenham Hotspur has or will become vested in the offeror and/or such companies and all persons aforesaid, Tottenham Hotspur must give written notice to the Tottenham Hotspur Preference Shareholders within 14 days of it becoming so aware. Each Tottenham Hotspur Preference Shareholder is then entitled, within the period of 28 days from the date of the notice, either to convert any or all of his Tottenham Hotspur Preference Shares into fully paid Tottenham Hotspur Ordinary Shares or to redeem all or any of his Tottenham Hotspur Preference Shares. (d) Tottenham Hotspur may serve notice of its wish to redeem all or any of the Tottenham Hotspur Preference Shares at any time, in which event Preference Shareholders may elect either to convert or redeem their relevant proportion of Preference Shares set out in the notice. (e) On and after the date falling three years from the date of issue, Tottenham Hotspur Preference Shareholders are entitled to elect to redeem their Tottenham Hotspur Preference Shares. Once Tottenham Hotspur has received elections in respect of more than 50 per cent. in number of the Tottenham Hotspur Preference Shares, but not before, it must redeem all of the Tottenham Hotspur Preference Shares in three equal annual tranches on a pro rata basis. (f) All of the Tottenham Hotspur Preference Shares still in issue will be redeemed in three equal tranches on a pro rata basis on the 7th, 8th and 9th anniversaries of the date of issue. (g) The Tottenham Hotspur Preference Shareholders are not entitled, in respect of their holdings of Tottenham Hotspur Preference Shares, to vote at general meetings of the company other than in limited circumstances. This information is provided by RNS The company news service from the London Stock Exchange