TIDMDEB
RNS Number : 9965T
Debenhams plc
26 March 2019
26 March 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 OR
REGULATIONS OF SUCH JURISDICTION
FOR IMMEDIATE RELEASE
DEBENHAMS PLC
Response to announcement in relation to a possible offer by
Sports Direct International plc
The board of Debenhams plc ("the company") notes Sports Direct
International plc's announcement of 25 March 2019 under Rule 2.4 of
the Takeover Code that it is considering a possible offer for the
company. Debenhams also notes that there is no certainty that any
offer will ultimately be forthcoming.
Any firm proposal from Sports Direct regarding an offer for the
company will be given due consideration by the board. Given the
timetable associated with any public offer, an offer for the
company would not, in itself, address Debenhams' immediate funding
requirement. Therefore, the company will continue with its plan to
obtain the funding required, as outlined in Debenhams' statement of
22 March 2019.
Any proposal from Sports Direct must provide (i) an indication
of the offer price, form of consideration and any other terms of
such possible offer; (ii) a clear plan of how Debenhams' existing
debt - which will fall due on any change of control - will be
repaid; and (iii) a proposal that addresses the immediate funding
requirements of the business.
In accordance with Rule 2.6(a) of the Code, Sports Direct will
have until 5.00pm on 22 April 2019 to announce either a firm
intention to make an offer for the Company or that it does not
intend to make an offer, in which case the announcement will be
treated as a statement to which Rule 2.8 of the Code applies. This
deadline can be extended with the consent of the Panel in
accordance with Rule 2.6(c) of the Code.
Debenhams also acknowledges that a new request to convene a
shareholder meeting was received from Sports Direct on 21
March.
Rule 2.9 of the Code
For the purposes of Rule 2.9 of the Code, the company confirms
that it has in issue 1,286,863,381 ordinary shares of 0.01p each.
The company holds 59,041,231 ordinary shares in Treasury. The ISIN
for the shares is GB00B126KH97.
ENDS
Enquiries:
Debenhams plc Katharine Wynne, Director of Investor Relations
020 3549 6304
Lazard (financial advisor) Marcus Taylor
020 7187 2319
Brunswick Group Tim Danaher/Craig Breheny/Fiona Micallef-Eynaud
020 7404 5959
debenhams@brunswickgroup.com
Notice related to financial advisers
Lazard & Co., Limited ("Lazard") is authorised and regulated
by the FCA in the United Kingdom. Lazard is acting as financial
adviser to Debenhams plc and for no one else in connection with the
matters set out in this announcement and will not be responsible to
anyone other than Debenhams plc for providing the protections
afforded to clients of Lazard, nor for providing advice in relation
to the matters referred to in this announcement. Neither Lazard nor
any of its affiliates owes or accepts any duty, liability or
responsibility whatsoever (whether direct or indirect, whether in
contract, in tort, under statute or otherwise) to any person who is
not a client of Lazard in connection with this matters set out in
this announcement, any statement contained herein or otherwise.
Publication on a website
A copy of this announcement will be made available on
Debenhams's website at
https://ir.debenhams.com/investor-overview.
Dealing Disclosure Requirements
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 Takeover 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.
This information is provided by RNS, the news service of the
London Stock Exchange. RNS is approved by the Financial Conduct
Authority to act as a Primary Information Provider in the United
Kingdom. Terms and conditions relating to the use and distribution
of this information may apply. For further information, please
contact rns@lseg.com or visit www.rns.com.
END
RSPJFMFTMBATMIL
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