TIDMGOAL
RNS Number : 1248I
Goals Soccer Centres PLC
20 July 2012
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN
PART, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD
CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH
JURISDICTION
20 July 2012
Recommended Cash Offer
for
Goals Soccer Centres plc ("Goals")
by
Goliath Bidco Limited ("Goliath")
a company controlled by Ontario Teachers' Pension Plan Board
("OTPP")
Summary
-- The board of Goliath and the Independent Directors of Goals
are pleased to announce that they have agreed the terms of a
recommended cash offer pursuant to which Goliath will acquire the
entire issued and to be issued share capital of Goals. Goliath is a
newly-incorporated company controlled by OTPP and in which OTPP
indirectly holds substantially all of the economic rights. It is
intended that the Offer will be effected by way of a
Court-sanctioned scheme of arrangement under Part 26 of the
Companies Act.
-- Under the terms of the Offer, Goals Shareholders will be
entitled to receive 144 pence in cash for each Goals Share, valuing
the entire issued and to be issued share capital of Goals (fully
diluted by the Goals Share Options which are in-the-money and
capable of exercise) at approximately GBP73.1 million.
-- The Offer of 144 pence for each Goals Share represents a premium of approximately:
o 34.0% to the Closing Price of 107.5 pence per Goals Share on
30 March 2012 (being the last Business Day prior to commencement of
the Offer Period);
o 47.1% to the average Closing Price of 97.9 pence per Goals
Share over the six months ending on 30 March 2012 (being the last
Business Day prior to the commencement of the Offer Period);
o 33.6% to the average Closing Price of 107.8 pence per Goals
Share over the twelve months ending on 30 March 2012 (being the
last Business Day prior to the commencement of the Offer Period);
and
o 6.7% to the Closing Price of 135.0 pence per Goals Share on 19
July 2012 (being the last Business Day prior to the date of this
announcement).
-- The Independent Directors, who have been so advised by
Canaccord Genuity, consider the terms of the Offer to be fair and
reasonable so far as Goals Shareholders are concerned. In providing
its advice to the Independent Directors, Canaccord Genuity has
taken into account the commercial assessments of the Independent
Directors.Accordingly, the Independent Directors intend unanimously
to recommend that Goals Shareholders vote in favour of the
resolutions to be proposed at the Court Meeting and the General
Meeting.
-- Goliath has received irrevocable undertakings from all of the
Independent Directors to vote, or procure the vote by their
connected persons, in favour of the resolutions to be proposed at
the Court Meeting and the General Meeting in respect of 913,951
Goals Shares in aggregate, representing approximately 1.9% of the
issued share capital of Goals on 19 July 2012 (being the latest
practical date prior to this announcement).
-- Goliath has received irrevocable undertakings from all of the
Managers to vote, or procure the vote by their connected persons
and persons holding Goals Shares on behalf of the Managers and/or
their connected persons, in favour of the resolutions to be
proposed at the General Meeting (save for the resolution to approve
the Management Arrangements) and they have agreed to, and to
procure that their connected persons and persons holding Goals
Shares on behalf of the Managers and/or their connected persons
will, consent to and submit and undertake to the Court to be bound
by the Scheme in respect of 5,774,996 Goals Shares in aggregate,
representing approximately 11.9% of the issued share capital of
Goals on 19 July 2012 (being the latest practical date prior to
this announcement).
-- Goliath has received letters of intent from Aviva Investors
Global Services Limited, Henderson Global Investors Limited and
Universities Superannuation Scheme Limited to vote in favour of the
resolutions to be proposed at the Court Meeting and the General
Meeting in respect of 6,440,579 Goals Shares in aggregate,
representing approximately 13.2% of the issued share capital of
Goals on 19 July 2012 (being the latest practical date prior to
this announcement).
-- Irrevocable undertakings and letters of intent to vote in
favour of the resolutions to be proposed at the Court Meeting have
therefore been received in respect of, in aggregate, 7,354,530
Goals Shares, representing approximately 17.2% of votes that may be
cast at the Court Meeting as at 19 July 2012 (being the latest
practical date prior to this announcement).
-- Irrevocable undertakings and letters of intent to vote in
favour of the resolutions to be proposed at the General Meeting
(save for the resolution to approve the Management Arrangements)
have also therefore been received in respect of, in aggregate,
13,129,526 Goals Shares, representing approximately 27.0% of votes
that may be cast on those resolutions as at 19 July 2012 (being the
latest practical date prior to this announcement).
-- In addition, irrevocable undertakings and letters of intent
to vote in favour of the resolution to be proposed at the General
Meeting to approve the Management Arrangements have therefore been
received in respect of, in aggregate, 7,354,530 Goals Shares,
representing approximately 17.2% of votes that may be cast on that
resolution as at 19 July 2012 (being the latest practical date
prior to this announcement).
-- Further details of these irrevocable undertakings and letters
of intent are set out in Appendix III to this announcement.
-- The Offer is subject to the Conditions and further terms set
out in Appendix I to this announcement and to be set out in the
Scheme Document. Further details of the Offer and the Scheme will
be contained in the Scheme Document which will be despatched to
Goals Shareholders on or before 17 August 2012.
-- Goals is receiving financial advice from Canaccord Genuity.
Goliath is receiving financial advice from Dean Street and GLP.
-- Commenting on the Offer, Sir Rodney Walker, Chairman of Goals
and Chairman of the committee of the Independent Directors,
said:
"The Independent Directors unanimously recommend the Offer by
Ontario Teachers' Pension Plan Board at a price which offers a
significant cash premium to recent market prices. The Offer by
Ontario Teachers' Pension Plan Board provides Goals Shareholders
with certainty in a difficult economic environment, where
significant execution risks remain around consumer facing
businesses. I and the other Independent Directors consider, for the
reasons set out in this announcement, that the Offer represents a
fair and reasonable opportunity for Goals Shareholders to realise
cash value not otherwise available in the market."
-- Commenting on the Offer, Keith Rogers, Managing Director of Goals, said:
"The Goals management team is excited about partnering with
OTPP. This investment will represent a significant step in the
implementation of management's strategy to expand our scale,
geography and capability. Twelve years ago, we positioned Goals to
capture value through the provision of "next generation soccer
facilities" across the UK. With OTPP, we can now deliver our longer
term vision of allowing thousands more players, young and old,
access to the unique Goals experience."
-- Commenting on the Offer, Jo Taylor, Vice President &
Senior Representative London Office, Teachers' Private Capital,
said:
"We believe that this will be a win-win for investors, employees
and the thousands of players who enjoy using Goals' facilities each
week. The management team has built a robust business since
acquiring Goals in 2000, and we are excited at the growth plans for
the future. Our aim is to cement Goals' position as the UK's
premier 5-a-side operator and help the business to achieve its full
potential."
Enquiries
Pelham Bell Pottinger, for OTPP and Goliath
Clinton Manning Tel: +44 207
861 1605
Dan de Belder Tel: +44 207
861 3881
Dean Street (Financial Adviser to OTPP and Goliath)
Mervyn Metcalf Tel: +44 203
436 0061
Graeme Atkinson Tel: +44 203
436 0062
GLP (Financial Adviser to OTPP and Goliath)
Kevin Berry Tel: +44 207
016 8045
David Bains Tel: +44 207
016 8065
College Hill, for Goals
Matthew Smallwood Tel: +44 207
457 2005
Jamie Ramsay Tel: +44 207
457 2047
Canaccord Genuity (Financial Adviser and Corporate
Broker to Goals)
Mark Dickenson Tel: +44 207
523 8310
Adam Miller Tel: +44 207
523 8307
Joe Weaving Tel: +44 207
523 8314
This summary should be read in conjunction with, and is subject
to, the full text of this announcement, including the
Appendices.
Canaccord Genuity, which is authorised and regulated in the
United Kingdom by the Financial Services Authority, is acting
exclusively as financial adviser and corporate broker to Goals
Soccer Centres plc and no one else in connection with the Offer and
this announcement and will not be responsible to anyone other than
Goals Soccer Centres plc for providing the protections afforded to
clients of Canaccord Genuity or for providing advice in connection
with the Offer or any matter or arrangement referred to herein.
Dean Street, which is the appointed representative of Ashcombe
Advisers LLP, which is authorised and regulated in the United
Kingdom by the Financial Services Authority, is acting exclusively
for OTPP and the Goliath Group and no one else in connection with
the Offer and this announcement and will not be responsible to
anyone other than OTPP and the Goliath Group for providing the
protections afforded to clients of Dean Street or for providing
advice in connection with the Offer or any matter or arrangement
referred to herein.
GLP, which is authorised and regulated in the United Kingdom by
the Financial Services Authority, is acting exclusively for OTPP
and the Goliath Group and no one else in connection with the Offer
and this announcement and will not be responsible to anyone other
than OTPP and the Goliath Group for providing the protections
afforded to clients of GLP or for providing advice in connection
with the Offer or any matter or arrangement referred to herein.
This announcement is for information purposes only and is not
intended to and does not constitute or form part of an offer to
sell or an invitation to purchase any securities or the
solicitation of an offer to buy any securities, pursuant to the
Offer or otherwise. The Offer will be made solely by means of the
Scheme Document and the accompanying Forms of Proxy which will
together contain the full terms and Conditions of the Offer,
including details of how to vote in respect of the Offer.
This announcement has been prepared for the purpose of complying
with Scots law and the Takeover Code and the information disclosed
may not be the same as that which would have been disclosed if this
announcement had been prepared in accordance with the laws of
jurisdictions outside the United Kingdom.
Goals will prepare the Scheme Document to be distributed to
Goals Shareholders. Goals and Goliath urge Goals Shareholders to
read the Scheme Document when it becomes available because it will
contain important information relating to the Offer.
Overseas Shareholders
The release, publication or distribution of this announcement in
certain jurisdictions may be restricted by law. Persons who are not
resident in the United Kingdom or who are subject to other
jurisdictions should inform themselves of, and observe, any
applicable requirements.
The Offer relates to shares of a UK company and is proposed to
be effected by means of a scheme of arrangement under Scots law.
The scheme of arrangement will relate to the shares of a UK company
that is a "foreign private issuer" as defined under Rule 3b-4 under
the Exchange Act. A transaction effected by means of a scheme of
arrangement is not subject to proxy solicitation or tender offer
rules under the Exchange Act. Accordingly, the Offer is subject to
the disclosure requirements, rules and practices applicable in the
United Kingdom to schemes of arrangement, which differ from the
requirements of US proxy solicitation and tender offer rules.
Financial information included in the relevant documentation will
have been prepared in accordance with accounting standards
applicable to the UK that may not be comparable to the financial
statements of US companies.
Unless otherwise determined by Goliath or required by the
Takeover Code, and permitted by applicable law and regulation, the
Offer will not be made available, directly or indirectly, in, into
or from a Restricted Jurisdiction where to do so would violate the
laws in that jurisdiction and no person may vote in favour of the
Offer by any such use, means, instrumentality or from within a
Restricted Jurisdiction if to do so would constitute a violation of
the laws of that jurisdiction. Accordingly, copies of this
announcement and all documents relating to the Offer are not being,
and must not be, directly or indirectly, mailed or otherwise
forwarded, distributed or sent in, into or from a Restricted
Jurisdiction where to do so would violate the laws in that
jurisdiction, and persons receiving this announcement and all
documents relating to the Offer (including custodians, nominees and
trustees) must not mail or otherwise distribute or send them in,
into or from such jurisdictions where to do so would violate the
laws in that jurisdiction.
The availability of the Offer to Goals Shareholders who are not
resident in the United Kingdom may be affected by the laws of the
relevant jurisdictions in which they are resident. Persons who are
not resident in the United Kingdom should inform themselves of, and
observe, any applicable requirements.
Forward-looking statements
This announcement contains statements about the Goals Group that
are or may be forward-looking statements. All statements other than
statements of historical facts included in this announcement may be
forward-looking statements. Without limitation, any statements
preceded or followed by or that include the words "targets",
"plans", "believes", "expects", "aims", "intends", "will", "may",
"anticipates", "estimates", "projects", "should" or words or terms
of similar substance or the negative thereof, are forward-looking
statements. Forward-looking statements include statements relating
to the following: (i) future capital expenditures, expenses,
revenue, earnings, synergies, economic performance, indebtedness,
financial condition, dividend policy, losses and future prospects;
and (ii) business and management strategies and the expansion and
growth of Goliath Group's or Goals Group's operations.
Such forward-looking statements involve risks and uncertainties
that could significantly affect expected results and are based on
certain key assumptions. Many factors could cause actual results to
differ materially from those projected or implied in any
forward-looking statements.
There are a number of factors that could cause actual results
and developments to differ materially from those expressed or
implied by these forward-looking statements, and readers are
therefore cautioned not to place undue reliance on such
forward-looking statements, which speak only as of the date hereof.
These factors include, but are not limited to, continued growth in
the market for Goals' services and general economic conditions.
Furthermore, a review of the reasons why actual results and
developments may differ materially from the expectations disclosed
or implied within forward-looking statements can be found by
referring to the information contained in Goals' Annual Report for
the year ended 31 December 2011 which can be found on Goals'
website (www.goalsplc.com/investors).
Goliath and Goals expressly disclaim any obligation to update
any forward-looking or other statements contained herein, except as
required by applicable law.
Disclosure requirements of the Takeover Code
Under Rule 8.3(a) of the Takeover Code, any person who is
interested in 1% or more of any class of relevant securities of an
offeree company or of any paper 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 paper
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 paper 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 paper offeror
is first identified. Relevant persons who deal in the relevant
securities of the offeree company or of a paper offeror prior to
the deadline for making an Opening Position Disclosure must instead
make a Dealing Disclosure.
Under Rule 8.3(b) of the Takeover 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 paper offeror must make
a Dealing Disclosure if the person deals in any relevant securities
of the offeree company or of any paper 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 paper offeror, 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 paper
offeror, they will be deemed to be a single person for the purpose
of Rule 8.3.
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 http://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. If you are in any doubt as to whether you are required
to make an Opening Position Disclosure or a Dealing Disclosure, you
should contact the Panel's Market Surveillance Unit on +44 (0)20
7638 0129.
Information relating to Goals Shareholders
Please be aware that addresses, electronic addresses and certain
information provided by Goals Shareholders, persons with
information rights and other relevant persons for the receipt of
communications from Goals may be provided to Goliath during the
Offer Period as requested under Section 4 of Appendix 4 of the
Takeover Code to comply with Rule 2.12(c).
Publication on Website
A copy of this announcement will be made available free of
charge (subject to certain restrictions relating to persons
resident in Restricted Jurisdictions) on Goals' website
(www.goalsplc.com/investors) by no later than noon (London time) on
the day following this announcement.
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN
PART, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD
CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH
JURISDICTION
FOR IMMEDIATE RELEASE
20 July 2012
RECOMMENDED CASH OFFER FOR GOALS SOCCER CENTRES PLC ("GOALS") BY
GOLIATH BIDCO LIMITED ("GOLIATH")
1. Introduction
The board of Goliath and the Independent Directors of Goals are
pleased to announce that they have agreed the terms of a
recommended cash offer pursuant to which Goliath will acquire the
entire issued and to be issued share capital of Goals. Goliath is a
newly-incorporated company controlled by OTPP and in which OTPP
indirectly holds substantially all of the economic rights.
2. The Offer
It is intended that the Offer will be effected by way of a
Court-sanctioned scheme of arrangement under Part 26 of the
Companies Act.
Pursuant to the Offer, which will be subject to the conditions
and further terms set out below and in Appendix I and to the full
terms and conditions which will be set out in the Scheme Document,
Goals Shareholders will (subject as described in paragraph 10 below
in respect of the Managers and the other holders of the Management
Shares) receive:
for each Goals Share 144 pence in cash
The Offer values the entire issued and to be issued share
capital of Goals (fully diluted by the Goals Share Options which
are in-the-money and capable of exercise) at approximately GBP73.1
million.
The Offer of 144 pence for each Goals Share represents a premium
of approximately:
o 34.0% to the Closing Price of 107.5 pence per Goals Share on
30 March 2012 (being the last Business Day prior to commencement of
the Offer Period);
o 47.1% to the average Closing Price of 97.9 pence per Goals
Share over the six months ending on 30 March 2012 (being the last
Business Day prior to the commencement of the Offer Period);
o 33.6% to the average Closing Price of 107.8 pence per Goals
Share over the twelve months ending on 30 March 2012 (being the
last Business Day prior to the commencement of the Offer Period);
and
o 6.7% to the Closing Price of 135.0 pence per Goals Share on 19
July 2012 (being the last Business Day prior to the date of this
announcement).
No dividends will be paid by Goals between the date of this
announcement and the Effective Date or (if applicable) the date on
which any condition to the Scheme can no longer be satisfied or (if
capable of waiver) waived.
3. Background to the Offer
OTPP administers the largest single-profession pension plan in
Canada. OTPP invests the fund's assets and administers the pensions
of active and retired teachers in Ontario. Its private equity
investing arm, TPC, has a focus on, and a successful track record
of investing in, the leisure sector (in particular in
sports-related leisure) on a global basis.
TPC has been actively investigating the possibility of making an
investment in a five-a-side football operator. Five-a-side football
is a growing leisure activity which has a broad appeal across age
groups, social groups and geographies. Against the continuing
challenging economic background in many developed economies,
five-a-side football has demonstrated resilience due to relatively
low per capita pricing, health and wellness trends and peer
pressure supporting regular weekly participation.
TPC identified Goals as an attractive platform due to its
market-leading position and its experienced and skilled management
team. This, combined with its relatively stable financial
performance and continued growth at a time of difficult economic
conditions in the UK, have enabled OTPP to offer, in its view, a
substantial premium to Goals Shareholders whilst at the same time
observing its own disciplined approach to investing.
TPC believes that Goals is a good buy-and-build opportunity in a
fragmented, underdeveloped and defensive market. It believes that
as a privately owned company, with TPC's assistance and its
expertise in sports-related leisure, its global presence and with
access to growth capital, Goals' management is well positioned to
take advantage of a window of opportunity to further strengthen its
position in the UK and to establish itself in other
geographies.
4. Recommendation
The Independent Directors, who have been so advised by Canaccord
Genuity, consider the terms of the Offer to be fair and reasonable
so far as Goals Shareholders are concerned. In providing its advice
to the Independent Directors, Canaccord Genuity has taken into
account the commercial assessments of the Independent Directors.
Accordingly, the Independent Directors intend unanimously to
recommend that Goals Shareholders vote in favour of the resolutions
to be proposed at the Court Meeting and the General Meeting.
5. Background to and reasons for the recommendation to Goals Shareholders
On 2 April 2012 Goals announced that, following press
speculation concerning the Company, it had received a preliminary
approach from OTPP which might or might not lead to an offer being
made for the Company.
The Independent Directors and Canaccord Genuity evaluated the
feasibility of running multiple bidders in a controlled auction
process by engaging with potential offerors. A number of parties
expressed an interest in exploring preliminary discussions
regarding a possible offer for Goals. However, all but one of these
parties indicated at an early stage that they were unable to
confirm the finance required to put forward an indicative offer and
so were discounted from any formal process.
Other than OTPP, the only party which actively engaged in a
meaningful due diligence exercise with a view to progressing
discussions with Goals was Patron Sports Holding Sarl, the
controlling shareholder of Goals' nearest competitor Powerleague
Group Limited. On 2 July 2012 Goals announced that, following press
speculation concerning the Company, it had received a preliminary
approach from Patron which might or might not lead to an offer
being made for the Company. The Independent Directors and Canaccord
Genuity have since remained in discussions with Patron and its
advisers, but there is no current certainty that an offer by or on
behalf of Patron will be forthcoming.
The board of directors of Goals (acting through an independent
committee comprising the Independent Directors), having consulted
with its advisers and taken into account the views of a number of
major Goals Shareholders, believes that Goliath's cash offer of 144
pence per Goals Share provides an attractive combination of value
and certainty for Goals Shareholders and reflects the performance
and prospects of Goals in a difficult economic environment. The
Offer provides an immediate opportunity for Goals Shareholders to
realise their investment for cash at a significant premium of
approximately 34.0% to the Closing Price of 107.5 pence per Goals
Share on 30 March 2012 (being the last Business Day prior to
commencement of the Offer Period). It is in light of this
combination of value and certainty, and in the absence of a firm
indication from Patron that an offer will be forthcoming, that the
Independent Directors have chosen to recommend the Offer from
OTPP.
The Independent Directors understand that OTPP is a highly
credible institution with substantial funds at its disposal, and is
well placed to support the Managers' plans to take Goals'
businesses to the next stage of their development.
Goliath recognises the skills and experience of the existing
management and employees of Goals. Goliath has, therefore, given
assurances that, if the Scheme becomes effective, the existing
employment rights, including pension rights, of the management and
employees of Goals will be fully safeguarded.
The Managers have not participated in the appraisal of the Offer
or in the decision to recommend the Offer to the Goals
Shareholders, as a result of the conflict of interest arising from
their participation in the Management Arrangements, which are
described more fully below. As a result, an independent committee
of the Board comprising the Independent Directors (all of whom are
non-executive) was established in connection with the Offer
process.
The same conflict of interest precludes the Managers, their
connected persons and (in respect of Goals Shares held on behalf of
the Managers and/or their connected persons only) persons holding
Goals Shares on behalf of the Managers and/or their connected
persons from voting on the resolution to approve the Scheme at the
Court Meeting (although they will be entitled to vote on the
resolutions to be proposed at the General Meeting, save for the
resolution to approve the Management Arrangements).
6. Irrevocable undertakings
Goliath has received irrevocable undertakings from all of the
Independent Directors to vote, or procure the vote by their
connected persons, in favour of the resolutions to be proposed at
the Court Meeting and the General Meeting in respect of 913,951
Goals Shares in aggregate, representing approximately 1.9% of the
issued share capital of Goals on 19 July 2012 (being the latest
practical date prior to this announcement).
Goliath has received irrevocable undertakings from all of the
Managers to vote, or procure the vote by their connected persons
and persons holding Goals Shares on behalf of the Managers and/or
their connected persons, in favour of the resolutions to be
proposed at the General Meeting (save for the resolution to approve
the Management Arrangements) and they have agreed to, and to
procure that their connected persons and persons holding Goals
Shares on behalf of the Managers and/or their connected persons
will, consent to and submit and undertake to the Court to be bound
by the Scheme in respect of 5,774,996 Goals Shares in aggregate,
representing approximately 11.9% of the issued share capital of
Goals on 19 July 2012 (being the latest practical date prior to
this announcement).
Goliath has received letters of intent from Aviva Investors
Global Services Limited, Henderson Global Investors Limited and
Universities Superannuation Scheme Limited to vote in favour of the
resolutions to be proposed at the Court Meeting and the General
Meeting in respect of 6,440,579 Goals Shares in aggregate,
representing approximately 13.2% of the issued share capital of
Goals on 19 July 2012 (being the latest practical date prior to
this announcement).
Irrevocable undertakings and letters of intent to vote in favour
of the resolutions to be proposed at the Court Meeting have
therefore been received in respect of, in aggregate, 7,354,530
Goals Shares, representing approximately 17.2% of votes that may be
cast at the Court Meeting as at 19 July 2012 (being the latest
practical date prior to this announcement).
Irrevocable undertakings and letters of intent to vote in favour
of the resolutions to be proposed at the General Meeting (save for
the resolution to approve the Management Arrangements) have also
therefore been received in respect of, in aggregate, 13,129,526
Goals Shares, representing approximately 27.0% of votes that may be
cast on those resolutions as at 19 July 2012 (being the latest
practical date prior to this announcement).
In addition, irrevocable undertakings and letters of intent to
vote in favour of the resolution to be proposed at the General
Meeting to approve the Management Arrangements have therefore been
received in respect of, in aggregate, 7,354,530 Goals Shares,
representing approximately 17.2% of votes that may be cast on that
resolution as at 19 July 2012 (being the latest practical date
prior to this announcement).
Further details of these irrevocable undertakings and letters of
intent are set out in Appendix III to this announcement.
7. Information relating to Goliath, OTPP and TPC
Goliath is a newly incorporated company, incorporated under the
laws of England and Wales, formed for the purpose of implementing
the Offer and which is controlled by OTPP and in which OTPP
indirectly holds substantially all of the economic rights. The
current directors of Goliath are Frederik Wijsenbeek and Marvin
Teubner.
Goliath has not traded since incorporation, nor has it entered
into any obligations, other than in connection with the Offer and
the financing of the Offer.
Further details in relation to Goliath will be contained in the
Scheme Document.
OTPP was founded in 1917 and was administered by an arm of the
Ontario government. In 1990, the fund was established as an
independent corporation with the mandate to administer pensions and
invest the plan's assets. Over the last 20 years, OTPP has
transformed itself from largely being a holder of government bonds
with a C$19bn portfolio into one of the world's largest and most
sophisticated institutional investors. OTPP is Canada's largest
single-profession pension plan, with approximately C$117.1 billion
in net assets as at 31 December 2011. It administers the pensions
of approximately 300,000 active and retired teachers, and inactive
members, in the province of Ontario.
TPC is the private equity investing arm of OTPP, with offices in
Toronto and London. As at 31 December 2011, TPC had invested in
excess of C$12 billion in private equity investments, making it one
of world's largest private equity investors. Its portfolio
encompasses investments in leading private equity funds,
co-investments alongside other like-minded investors, and direct
investments in fast-growing companies globally.
8. Information relating to Goals
Goals owns and operates 43 outdoor five-a-side football centres
in the UK and one in the US. In the year ended 31 December 2011,
Goals had revenues of GBP30.4 million and profits before tax of
GBP9.2 million.
9. Financing of the Offer
The cash consideration of approximately GBP67.1 million payable
by Goliath to Goals Shareholders under the terms of the Offer will
be funded by:
o OTPP providing approximately GBP70.7 million to Goliath Topco
by way of subscriptions for shares and/or loan notes, Goliath Topco
in turn providing that amount to Goliath Midco by way of
subscriptions for shares and/or advancing loans and Goliath Midco
in turn providing that amount to Goliath by way of subscriptions
for shares and/or advancing loans; and
o Goliath drawing down a loan facility of GBP62.0 million (less
fees and expenses of approximately GBP3.6 million) arranged by GE
Capital, Haymarket Financial Luxembourg 3 S.a. r.l and Macquarie
Bank Limited, London Branch.
Full details of the financing of the Offer will be set out in
the Scheme Document.
Dean Street and GLP are each satisfied that sufficient resources
are available to Goliath to satisfy in full the cash consideration
payable by Goliath to Goals Shareholders under the terms of the
Offer.
10. Management, employees and locations
Goliath has assured the Independent Directors that, on the
Scheme becoming effective, the existing employment rights,
including pension rights, of the management and employees of the
Goals Group will be safeguarded.
Goliath's current plans for Goals do not involve any material
change to its commercial offering or place of business.
The Independent Directors of Goals have each agreed to resign as
a director of Goals with effect from the Effective Date and they
will each receive remuneration and other payments to which they are
entitled up to the Effective Date and payment in lieu of notice in
line with the termination provisions of their respective service
agreements or letters of appointment by way of compensation.
Summary of Management Arrangements
In view of the track record of the Managers in driving sustained
growth and profitability in Goals' business and the team's
experience of operating football centres internationally, the board
of Goliath believes that the ongoing participation in the enlarged
Goliath Group of the Managers is a very important element of the
Offer.
The Managers have, therefore, agreed with Goliath to reinvest a
substantial proportion of their, their connected persons' and
persons holding Goals Shares on behalf of the Managers and/or their
connected persons' existing holdings of Goals Shares and Goals
Shares which they will acquire upon exercise of their in-the-money
Goals Share Options (which they have agreed to exercise on the
Scheme being sanctioned by the Court). In order to give effect to
such reinvestment on the terms of the Management Arrangements,
under the Scheme the Management Shares (comprising, in aggregate,
4,146,664 Goals Shares) will first be reclassified as A ordinary, B
ordinary, C ordinary and D ordinary shares of 0.25 pence each in
the capital of Goals and then cancelled in consideration for which
the Managers and the other holders of the Management Shares will
receive 144 pence in nominal amount of Management Loan Notes for
each share held. The Management Loan Notes will not be listed on
any stock exchange.
Pursuant to the Management Arrangements, it is expected that the
Managers and the other holders of the Management Shares will be
granted an option to exchange the Management Loan Notes (on a
security for security basis) for loan notes in Goliath Midco and,
in turn, for shares and loan notes in Goliath Topco. The Managers
will also subscribe directly for certain shares in Goliath Topco.
If such options are exercised and/or subscriptions completed, it is
expected that the Managers and the other holders of the Management
Shares will, at the same time, become party to a shareholders'
agreement relating to Goliath Topco on the terms set out in the
Management Arrangements.
The Management Shares have an approximate value of GBP6.0
million at the Offer price which represents approximately 64.6% of
the cash proceeds (net of the exercise price of the Managers'
in-the-money Goals Share Options and all taxes that the Managers
are required to indemnify Goals for pursuant to the Goals Share
Option Schemes on the exercise of such Goals Share Options) that
the Managers and their connected persons would have received for
their Goals Shares (including those issued on the exercise of their
in-the-money Goals Share Options) under the Offer had the
Management Arrangements not been entered into. The Managers and
their connected persons will receive aggregate cash consideration
of approximately GBP3.3 million (such amount being net of the
exercise price of the Managers' in-the-money Goals Share Options
and all taxes that the Managers are required to indemnify Goals for
pursuant to the Goals Share Option Schemes on the exercise of such
Goals Share Options) for their Goals Shares which are not
Management Shares under the terms of the Offer.
In addition, pursuant to the Management Arrangements, Goliath
has agreed that, with effect from the Effective Date, each of the
Managers will receive a salary increase as set forth in the table
below:
Manager Current salary (per Salary with effect
annum) from the Effective
Date (per annum)
-------------- -------------------- --------------------
Keith Rogers GBP160,690 GBP235,690
-------------- -------------------- --------------------
William Gow GBP134,890 GBP179,890
-------------- -------------------- --------------------
Morris Payton GBP125,980 GBP155,980
-------------- -------------------- --------------------
Goliath has also confirmed that, on the Effective Date, Keith
Rogers will assume overall management responsibility for the
enlarged Goliath Group and will be invited to join the board of
Goliath Topco. In addition, William Gow and Morris Payton will be
invited to join the board of Goliath Topco.
Save as set out expressly in this announcement, the Goals Share
Options held by the Managers will be treated in the same manner as
all other Goals Share Options, further details of which are set out
in paragraph 11 below. However, certain of the Goals Share Options
held by the Managers are the only Goals Share Options which are
in-the-money and, as described in paragraph 12 below, the Managers
have agreed to exercise those Goals Share Options.
The Independent Shareholders will be asked at the General
Meeting to approve the Management Arrangements described in this
paragraph 10 by voting on the relevant resolution. Pursuant to Rule
16 of the Takeover Code, none of the Managers nor their connected
persons nor (in respect of Goals Shares held on behalf of the
Managers and/or their connected persons only) any person holding
Goals Shares on behalf of any Manager and/or any of their connected
persons will be entitled to vote on such resolution and voting on
this resolution will be by way of a poll.
Canaccord Genuity considers that the terms of the Management
Arrangements are fair and reasonable.
The Offer will be conditional, amongst other things, on the
Independent Shareholders approving the Management Arrangements at
the General Meeting as described above.
Full details of the terms of the Management Arrangements will be
set out in the Scheme Document.
11. Goals Share Options
Holders of Goals Share Options (other than the Managers) will be
contacted separately regarding the effect of the Offer on their
rights under the Goals Share Options and appropriate proposals will
be made to such persons in due course. The Offer will extend to any
Goals Shares which are unconditionally allotted and/or issued
before the Scheme Record Time as a result of the exercise of Goals
Share Options.
12. Offer-related arrangements
OTPP and Goals entered into the Confidentiality Agreement on 13
April 2012, pursuant to which OTPP agreed to keep confidential
information about Goals and not to disclose it to third parties
(other than permitted recipients) unless required by law or
regulation. These confidentiality undertakings will remain in force
until the Effective Date, or for a period of two years from the
date of the Confidentiality Agreement.
CanCo, a company owned by a third party who is at arm's length
to OTPP, entered into the Subscription Letter with Goals on the
date of this announcement pursuant to which, conditional only upon
the Capital Reduction taking effect, CanCo has agreed to subscribe
for certain shares in Goals and to consent to and submit and
undertake to the Court to be bound by the Scheme. The shares to be
subscribed for by CanCo will carry limited voting rights and no
substantial economic rights.
Goliath, Goals and the Managers entered into the Bid Conduct and
Option Exercise Agreement on the date of this announcement,
pursuant to which Goliath has agreed to consent to and submit and
undertake to the Court to be bound by the Scheme unless the Scheme
is not effected in the manner that has been agreed between Goliath
and Goals regarding certain matters which are of material
importance to Goliath. Goliath will not consent to the Scheme, and
therefore the Scheme will not become effective, if the shares in
Goals to be allotted and issued to Goliath and CanCo (as
applicable) pursuant to the Scheme and/or the Subscription Letter
(as applicable) do not carry certain agreed rights and/or are not
allotted and issued in the agreed sequence and/or pursuant to the
agreed mechanics. In addition, the Managers have agreed to exercise
those of their Goals Share Options which are in-the-money. If the
Scheme becomes effective, Goliath will deduct from any cash
consideration due to the relevant Manager (and his spouse, to the
extent the amount due to the Manager is not sufficient) under the
Scheme the exercise price for his options, together with all taxes
that he is required to indemnify Goals for pursuant to the Goals
Share Option Schemes, and Goliath will pay the amount so deducted
to Goals in satisfaction of the relevant Manager's obligation to
pay such amount to Goals. The Bid Conduct and Option Exercise
Agreement will terminate if the Independent Directors withdraw
their recommendation of the Offer, if the Scheme is withdrawn (with
the consent of Goliath) or lapses or otherwise as agreed between
Goliath, Goals and the Managers.
Further details of the terms of these offer-related arrangements
will be set out in the Scheme Document.
13. Opening Position Disclosures and Interests
OTPP confirms that it was not required to make an Opening
Position Disclosure setting out the details required to be
disclosed by it under Rule 8.1(a) of the Takeover Code as no
interests or short positions in, or rights to subscribe for, any
Goals securities are or were held by OTPP or its concert
parties.
14. Structure of the Offer
It is intended that the Offer will be effected by way of a
Court-sanctioned scheme of arrangement under Part 26 of the
Companies Act. The Scheme is an arrangement between Goals and the
Goals Shareholders and is subject to the approval of the Court.
The purpose of the Scheme is to provide for Goliath and CanCo
together to become the holders of the entire issued and to be
issued share capital of Goals. This is to be achieved by the
cancellation of the Goals Shares held by the Goals Shareholders and
the application of the reserve arising from such cancellation in
paying up in full new shares in Goals and issuing such new shares
to Goliath. Goliath will subsequently pay the cash consideration to
which Goals Shareholders on the register of members at the Scheme
Record Time are entitled pursuant to the terms of the Offer.
As described in paragraph 12 above, CanCo has agreed to
subscribe for certain shares in Goals conditional only upon the
Capital Reduction taking effect.
To become effective, the Scheme will require, amongst other
things, the approval by a majority in number of Independent
Shareholders representing at least 75% in value of Goals Shares
held by such Independent Shareholders voting, either in person or
by proxy, at the Court Meeting (or any adjournment thereof), and
the passing by the Goals Shareholders (or, in the case of the
resolution to approve the Management Arrangements, the Independent
Shareholders) of the resolutions necessary to implement the Scheme
(including approving appropriate amendments to Goals' articles of
association) at the General Meeting (or any adjournment thereof).
In addition the Scheme must be sanctioned, and the associated
Re-registration must be authorised and the Capital Reduction must
be confirmed, by the Court. None of the Managers nor their
connected persons nor (in respect of Goals Shares held on behalf of
the Managers and/or their connected persons only) any person
holding Goals Shares on behalf of any Manager or any of their
connected persons will not be entitled to vote at the Court Meeting
(although, in order to allow the Court to sanction the Scheme, the
Managers have agreed to, and to procure that their connected
persons and persons holding Goals Shares on behalf of the Managers
and/or their connected persons will, consent to and submit and
undertake to the Court to be bound by the Scheme) but they will be
entitled to vote at the General Meeting (save for the resolution to
approve the Management Arrangements, on which only the Independent
Shareholders are entitled to vote).
The Scheme will also be subject to certain conditions and
certain further terms referred to in Appendix I to this
announcement and to be set out in the Scheme Document.
Once the necessary approvals from Goals Shareholders have been
obtained and the other Conditions have been satisfied or (where
capable of waiver) waived, the Scheme will become effective upon
the delivery of the Court Order(s) to (and, where ordered by the
Court, their registration by) the Registrar of Companies. The
Scheme is expected to become effective in or around September 2012.
If the Scheme does not become effective on or before 18 December
2012, it will lapse and the Offer will not proceed (unless the
parties agree otherwise with the consent of the Takeover
Panel).
Upon the Scheme becoming effective, it will be binding on all
Goals Shareholders, irrespective of whether or not they attended or
voted at the Court Meeting or the General Meeting.
The new shares in Goals to be issued pursuant to the Scheme will
be issued fully paid and free from all liens, charges, equities,
encumbrances, rights of pre-emption and any other interests of any
nature whatsoever and together with all the rights to receive and
retain in full all dividends and other distributions declared, made
or paid on or after the date of their issue.
Further details of the Scheme, including the expected timetable
of the Scheme and how Goals Shareholders may participate in the
Court Meeting and the General Meeting, will be contained in the
Scheme Document. It is expected that the Scheme Document,
containing notices of the Court Meeting and the General Meeting
together with Forms of Proxy, will be posted to the Goals
Shareholders, and (for information purposes only) to participants
in the Goals Share Option Schemes, as soon as practicable and in
any event by no later than 28 days after the date of this
announcement (or such later date as Goliath and Goals may, with the
consent of the Takeover Panel, agree).
15. Suspension and cancellation of admission to trading on AIM
It is intended that dealings in Goals Shares will be suspended
at 7.30 a.m. (London Time) on the day of the Court hearing to
sanction the Scheme. Prior to the Effective Date, application will
be made to the London Stock Exchange to cancel the admission to
trading of Goals Shares on AIM. This is expected to take effect on
or around the Effective Date.
On the Effective Date, all of the Goals Shares in issue at the
Scheme Record Time will be cancelled and share certificates in
respect of Goals Shares will cease to be valid and should be
destroyed. In addition, entitlements to Goals Shares within the
CREST system will be cancelled on the Effective Date.
16. Overseas Shareholders
The availability of the Offer or distribution of this
announcement to persons not resident in the United Kingdom may be
prohibited or affected by the laws of the relevant jurisdictions.
Such persons should inform themselves about and observe any
applicable requirements. Further details in relation to overseas
Goals Shareholders will be contained in the Scheme Document.
17. Documents on display
Copies of the following documents will be made available,
subject to certain restrictions relating to persons resident in any
Restricted Jurisdiction, on Goals' website
(www.goalsplc.com/investors) by no later than 12 noon (London time)
on the day following the date of this announcement until the end of
the Offer Period:
o this announcement;
o the irrevocable undertakings and letters of intent referred to
in paragraph 6 above and summarised in Appendix III to this
announcement;
o the documents relating to the financing of the Offer referred
to in paragraph 9 above;
o the Management Arrangements and the instrument constituting
the Management Loan Notes referred to in paragraph 10 above;
and
o the Offer-related arrangements referred to in paragraph 12
above.
18. General
The Offer will be made on the terms and subject to the
conditions and further terms set out herein and in Appendix I to
this announcement. The bases and sources of certain financial
information contained in this announcement are set out in Appendix
II to this announcement. Certain terms used in this announcement
are defined in Appendix IV to this announcement.
Enquiries
Pelham Bell Pottinger, for OTPP and Goliath
Clinton Manning Tel: +44 207
861 1605
Dan de Belder Tel: +44 207
861 3881
Dean Street (Financial Adviser to OTPP and Goliath)
Mervyn Metcalf Tel: +44 203
436 0061
Graeme Atkinson Tel: +44 203
436 0062
GLP (Financial Adviser to OTPP and Goliath)
Kevin Berry Tel: +44 207
016 8045
David Bains Tel: +44 207
016 8065
College Hill, for Goals
Matthew Smallwood Tel: +44 207
457 2005
Jamie Ramsay Tel: +44 207
457 2047
Canaccord Genuity (Financial Adviser and Corporate
Broker to Goals)
Mark Dickenson Tel: +44 207
523 8310
Adam Miller Tel: +44 207
523 8307
Joe Weaving Tel: +44 207
523 8314
APPENDIX I
CONDITIONS AND FURTHER TERMS OF THE OFFER
Part A: Conditions of the Scheme
The Offer will be conditional upon the Scheme becoming
unconditional and effective, subject to the Takeover Code, by not
later than 18 December 2012 or such later date (if any) as Goliath
and Goals may agree and the Panel and the Court may allow.
1 The Scheme will be subject to the following conditions:
(a) (i) its approval by a majority in number representing 75% or
more in value of the Independent Shareholders who are on the
register of members of Goals at the Scheme Voting Record Time, and
who are present and vote, whether in person or by proxy, at the
Court Meeting and at any separate class meeting which may be
required (or any adjournment thereof), and (ii) such Court Meeting
(and any adjournment thereof) being held on or before the 22nd day
after the expected date of the Court Meeting to be set out in the
Scheme Document in due course (or such later date as may be agreed
by Goliath and Goals);
(b) (i) the resolutions required to approve and implement the
Scheme and approve the related Capital Reduction and
Re-registration being duly passed by Goals Shareholders
representing 75% or more of votes cast at the General Meeting (or
any adjournment thereof), and (ii) such General Meeting (and any
adjournment thereof) being held on or before the 22nd day after the
expected date of the General Meeting to be set out in the Scheme
Document in due course (or such later date as may be agreed by
Goliath and Goals);
(c) the resolution required to approve the Management
Arrangements having been duly passed at the General Meeting
pursuant to Rule 16.2 of the Takeover Code; and
(d) (i) the sanction of the Scheme by the Court (with or without
modification but subject to any modification being on terms
acceptable to Goliath and Goals), the authorisation of the
Re-registration by the Court and the confirmation of the Capital
Reduction by the Court, (ii) the delivery of copies of the Court
Order(s) and the requisite statement of capital attached thereto to
the Registrar of Companies, (iii) the issue by the Registrar of
Companies of a certificate of incorporation on re-registration in
respect of the Re-registration and (iv) if so ordered in order to
take effect, the registration of the Court Order effecting the
Capital Reduction and the requisite statement of capital by the
Registrar of Companies.
2 In addition, subject as stated in Part B below and to the
requirements of the Panel, the Offer will be conditional upon the
following Conditions and, accordingly, the Court Order(s) will not
be delivered to the Registrar of Companies unless such Conditions
(as amended if appropriate) have been satisfied or, where capable
of waiver, waived prior to the Scheme being sanctioned by the Court
in accordance with Condition 1(d) above:
General antitrust and regulatory
(a) no antitrust regulator or Third Party having given notice of
a decision to take, institute, implement or threaten any action,
proceeding, suit, investigation, enquiry or reference (and in each
case, not having withdrawn the same), or having required any action
to be taken or otherwise having done anything, or having enacted,
made or proposed any statute, regulation, decision, order or change
to published practice (and in each case, not having withdrawn the
same) and there not continuing to be outstanding any statute,
regulation, decision or order which would be likely to:
(i) require, prevent or materially delay the divestiture or
materially prejudice the terms envisaged for such divestiture by
any member of the Goliath Group or by any member of the Goals Group
of all or any material part of its businesses, assets or property
or impose any limitation on the ability of all or any of them to
conduct their businesses (or any part thereof) or to own, control
or manage any of their assets or properties (or any part thereof)
to an extent in any such case which is material in the context of
the Goals Group taken as a whole, or, as the case may be, the
Goliath Group taken as a whole;
(ii) except pursuant to Chapter 3 of Part 28 of the Companies
Act, require any member of the Goliath Group or the Goals Group to
acquire or offer to acquire any shares, other securities (or the
equivalent) or interest in any member of the Goals Group or any
asset owned by any Third Party (other than in the implementation of
the Offer);
(iii) impose any limitation on, or result in a delay in, the
ability of any member of the Goals Group directly or indirectly to
acquire, hold or to exercise effectively all or any rights of
ownership in respect of shares or other equity securities in Goals
or on the ability of any member of the Goals Group directly or
indirectly to hold or exercise effectively all or any rights of
ownership in respect of shares or other equity securities in, or to
exercise voting or management control over, any member of the Goals
Group to an extent which is material in the context of the Goals
Group taken as a whole;
(iv) otherwise adversely affect any or all of the business,
assets, profits or prospects of any member of the Goals Group or
any member of the Goliath Group to an extent which is material in
the context of the Goals Group taken as a whole, or, as the case
may be, the Goliath Group taken as a whole;
(v) result in any member of the Goals Group ceasing to be able
to carry on business under any name under which it presently
carries on business the consequence of which would be material in
the context of the Goals Group taken as a whole;
(vi) make the Offer void, unenforceable and/or illegal under the
laws of any relevant jurisdiction, or otherwise, directly or
indirectly materially prevent or materially prohibit, restrict,
restrain, or delay or otherwise interfere with the implementation
of the Offer to an extent which is material in the context of the
Goals Group taken as a whole;
(vii) require, prevent or materially delay a divestiture by any
member of the Goliath Group of any shares or other equity
securities in any member of the Goals Group or any member of the
Goliath Group to an extent which is material in the context of the
Goals Group taken as a whole, or, as the case may be, the Goliath
Group taken as a whole; or
(viii) impose any material limitation on the ability of any
member of the Goliath Group or any member of the Goals Group to
conduct or integrate all or any part of its business with all or
any part of the business of any other member of the Goliath Group
and/or the Goals Group to an extent which is material in the
context of the Goals Group taken as a whole, or, as the case may
be, the Goliath Group taken as a whole,
and all applicable waiting and other time periods (including any
extensions thereof) during which any such antitrust regulator or
Third Party could decide to take, institute, implement or threaten
any such action, proceeding, suit, investigation, enquiry or
reference or take any other step under the laws of any jurisdiction
in respect of the Offer having expired, lapsed or been
terminated;
Certain matters arising as a result of any arrangement,
agreement, etc.
(b) except as Disclosed, there being no provision of any
arrangement, agreement, lease, licence, franchise, permit or other
instrument to which any member of the Goals Group is a party or by
or to which any such member or any of its assets is or may be
bound, entitled or be subject or any event or circumstance which,
as a consequence of the Offer or because of a change in the control
of any member of the Goals Group to an extent which is material in
the context of the Goals Group taken as a whole, would result
in:
(i) any monies borrowed by, or any other indebtedness, actual or
contingent, of, or any grant available to, any member of the Goals
Group being or becoming repayable, or capable of being declared
repayable, immediately or prior to its or their stated maturity
date or repayment date, or the ability of any such member to borrow
monies or incur any indebtedness being withdrawn or inhibited or
being capable of becoming or being withdrawn or inhibited;
(ii) the creation or enforcement of any mortgage, charge or
other security interest over the whole or any part of the business,
property or assets of any member of the Goals Group or any such
mortgage, charge or other security interest (whenever created,
arising or having arisen) becoming enforceable;
(iii) any such arrangement, agreement, lease, licence,
franchise, permit or other instrument being terminated or the
rights, liabilities, obligations or interests of any member of the
Goals Group being adversely modified or adversely affected or any
obligation or liability arising or any adverse action being taken
or arising thereunder;
(iv) any liability of any member of the Goals Group to make any
severance, termination, bonus or other payment to any of its
directors, or other officers;
(v) the rights, liabilities, obligations, interests or business
of any member of the Goals Group under any such arrangement,
agreement, licence, permit, lease or instrument or the interests or
business of any member of the Goals Group in or with any other
person or body or firm or company (or any arrangement or
arrangement relating to any such interests or business) being or
becoming capable of being terminated, or adversely modified or
affected or any onerous obligation or liability arising or any
adverse action being taken thereunder;
(vi) any member of the Goals Group ceasing to be able to carry
on business under any name under which it presently carries on
business;
(vii) the value of, or the financial or trading position or
prospects of, any member of the Goals Group being prejudiced or
adversely affected; or
(viii) the creation or acceleration of any liability (actual or
contingent) by any member of the Goals Group other than trade
creditors or other liabilities incurred in the ordinary course of
business,
and no event having occurred which, under any provision of any
arrangement, agreement, licence, permit, franchise, lease or other
instrument to which any member of the Goals Group is a party or by
or to which any such member or any of its assets are bound,
entitled or subject, would or would be likely to result in any of
the events or circumstances as are referred to in Conditions (b)(i)
to (viii) in each case to an extent which is material in the
context of the Goals Group taken as a whole;
Shareholder resolution
(c) except as Disclosed, no resolution of Goals Shareholders in
relation to any acquisition or disposal of assets or shares (or the
equivalent thereof) in any undertaking or undertakings (or in
relation to any merger, demerger, reconstruction, amalgamation or
scheme) being passed at a meeting of Goals Shareholders;
Certain events occurring since 31 December 2011
(d) except as Disclosed, no member of the Goals Group having since 31 December 2011:
(i) issued or agreed to issue or authorised or proposed or
announced its intention to authorise or propose the issue, of
additional shares of any class, or securities or securities
convertible into, or exchangeable for, or rights, warrants or
options to subscribe for or acquire, any such shares, securities or
convertible securities or transferred or sold or agreed to transfer
or sell or authorised or proposed the transfer or sale of Goals
Shares out of treasury (except, where relevant, as between Goals
and wholly-owned subsidiaries of Goals or between the wholly-owned
subsidiaries of Goals and except for the issue or transfer out of
treasury of Goals Shares on the exercise of the Goals Share
Options);
(ii) recommended, declared, paid or made or proposed to
recommend, declare, pay or make any bonus, dividend or other
distribution (whether payable in cash or otherwise) other than
dividends (or other distributions whether payable in cash or
otherwise) lawfully paid or made by any wholly-owned subsidiary of
Goals to Goals or any of its wholly-owned subsidiaries;
(iii) other than pursuant to the Offer (and except for
transactions between Goals and its wholly-owned subsidiaries or
between the wholly-owned subsidiaries of Goals and transactions in
the ordinary course of business) implemented, effected, authorised
or proposed or announced its intention to implement, effect,
authorise or propose any merger, demerger, reconstruction,
amalgamation, scheme, commitment or acquisition or disposal of
assets or shares or loan capital (or the equivalent thereof) in any
undertaking or undertakings in each case to an extent which is
material in the context of the Goals Group taken as a whole;
(iv) except for transactions between Goals and its wholly-owned
subsidiaries or between the wholly-owned subsidiaries of Goals or
in the ordinary course of business disposed of, or transferred,
mortgaged or created any security interest over any material asset
or any right, title or interest in any material asset or
authorised, proposed or announced any intention to do so;
(v) except for transactions between Goals and its wholly-owned
subsidiaries or between the wholly-owned subsidiaries of Goals
issued, authorised or proposed or announced an intention to
authorise or propose, the issue of or made any change in or to the
terms of any debentures or become subject to any contingent
liability or incurred or increased any indebtedness in each case to
an extent which is material in the context of the Goals Group taken
as a whole;
(vi) entered into or varied or authorised, proposed or announced
its intention to enter into or vary any material contract,
arrangement, agreement, transaction or commitment (whether in
respect of capital expenditure or otherwise) except in the ordinary
course of business which is of a long term, unusual or onerous
nature or magnitude or which involves an obligation which is of a
long term, unusual or onerous nature or magnitude in each case to
an extent which is material in the context of the Goals Group taken
as a whole;
(vii) entered into or varied the terms of, or made any offer
(which remains open for acceptance) to enter into or vary to a
material extent the terms of any contract, service agreement,
commitment or arrangement with any director or senior executive of
any member of the Goals Group;
(viii) proposed, agreed to provide or modified the terms of any
share option scheme, incentive scheme or other benefit relating to
the employment or termination of employment of any employee of the
Goals Group in each case to an extent which is material in the
context of the Goals Group taken as a whole;
(ix) purchased, redeemed or repaid or announced any proposal to
purchase, redeem or repay any of its own shares or other securities
or reduced or, except in respect of the matters mentioned in
sub-paragraph (i) above, made any other change to any part of its
share capital;
(x) except in the ordinary course of business, waived,
compromised or settled any claim to an extent which is material in
the context of the Goals Group taken as a whole;
(xi) terminated or varied the terms of any agreement or
arrangement between any member of the Goals Group and any other
person in a manner which would have a material adverse effect on
the financial position of the Goals Group taken as a whole;
(xii) except as disclosed on publicly available registers made
any material alteration to its memorandum or articles of
association or other incorporation documents;
(xiii) except as in relation to changes made or agreed as a
result of, or arising from, changes to legislation, made or agreed
or consented to any significant change to the terms of the trust
deeds and rules constituting the pension scheme(s) established for
its directors, employees or their dependants or to the benefits
which accrue, or to the pensions which are payable, thereunder, or
to the basis on which qualification for, or accrual or entitlement
to, such benefits or pensions are calculated or determined or to
the basis upon which the liabilities (including pensions) of such
pension schemes are funded or made, or agreed or consented to;
(xiv) been unable, or admitted in writing that it is unable, to
pay its debts or commenced negotiations with one or more of its
creditors with a view to rescheduling or restructuring any of its
indebtedness, or having stopped or suspended (or threatened to stop
or suspend) payment of its debts generally or ceased or threatened
to cease carrying on all or a substantial part of its business;
(xv) taken or proposed any steps, corporate action or had any
legal proceedings instituted or threatened against it in relation
to the suspension of payments, a moratorium of any indebtedness,
its winding-up (voluntary or otherwise), dissolution,
reorganisation or for the appointment of a receiver, administrator,
manager, administrative receiver, trustee or similar officer of all
or any material part of its assets or revenues or any analogous or
equivalent steps or proceedings in any jurisdiction or appointed
any analogous person in any jurisdiction or had any such person
appointed;
(xvi) except for transactions between Goals and its wholly-owned
subsidiaries or between such wholly-owned subsidiaries, made,
authorised, proposed or announced an intention to propose any
change in its loan capital;
(xvii) entered into, implemented or authorised the entry into,
any joint venture, asset or profit sharing arrangement, partnership
or merger of business or corporate entities; or
(xviii) entered into any agreement, arrangement, commitment or
contract or passed any resolution or made any offer (which remains
open for acceptance) with respect to or announced an intention to,
or to propose to, effect any of the transactions, matters or events
referred to in this Condition 2(d);
No adverse change, litigation, regulatory enquiry or similar
(e) except as Disclosed, since 31 December 2011 there having
been, in each case to an extent which is material in the context of
the Goals Group taken as a whole:
(i) no adverse change and no circumstance having arisen which
would or might be expected to result in any adverse change in, the
business, assets, financial or trading position or profits or
prospects or operational performance of any member of the Goals
Group;
(ii) no litigation, arbitration proceedings, prosecution or
other legal proceedings having been threatened, announced or
instituted by or against or remaining outstanding against or in
respect of, any member of the Goals Group or to which any member of
the Goals Group is or may become a party (whether as claimant,
defendant or otherwise);
(iii) no enquiry, review or investigation by, or complaint or
reference to, any Third Party against or in respect of any member
of the Goals Group having been threatened, announced or instituted
or remaining outstanding by, against or in respect of any member of
the Goals Group;
(iv) no contingent or other liability having arisen or become
apparent to Goliath or increased other than in the ordinary course
of business which would be likely to affect adversely the business,
assets, financial or trading position or profits or prospects of
any member of the Goals Group; and
(v) no steps having been taken and no omissions having been made
which are reasonably likely to result in the withdrawal,
cancellation, termination or modification of any licence held by
any member of the Goals Group which is necessary for the proper
carrying on of its business and the withdrawal, cancellation,
termination or modification of which would be likely to have an
adverse effect;
No discovery of certain matters regarding information,
liabilities and environmental issues
(f) except as Disclosed, Goliath not having discovered, in each
case to an extent which is material in the context of the Goals
Group taken as a whole:
(i) that any financial, business or other information concerning
the Goals Group publicly announced prior to this date of the
announcement or disclosed at any time to any member of Goliath
Group by or on behalf of any member of the Goals Group prior to the
date of this announcement either contains a material
misrepresentation of fact or omits to state a fact necessary to
make the information contained therein not materially
misleading;
(ii) that any member of the Goals Group is, otherwise than in
the ordinary course of business, subject to any liability,
contingent or otherwise;
(iii) that any past or present member of the Goals Group has not
complied in any material respect with all applicable legislation,
regulations or other requirements of any jurisdiction or any
Authorisations relating to the use, treatment, storage, carriage,
disposal, discharge, spillage, release, leak or emission of any
waste or hazardous substance or any substance likely to impair the
environment (including property) or harm human health or otherwise
relating to environmental matters or the health and safety of
humans, which noncompliance would be likely to give rise to any
material liability including any penalty for non-compliance
(whether actual or contingent) on the part of any member of the
Goals Group; or
(iv) that there has been a material disposal, discharge,
spillage, accumulation, release, leak, emission or the migration,
production, supply, treatment, storage, transport or use of any
waste or hazardous substance or any substance likely to impair the
environment (including any property) or harm human or animal health
which (whether or not giving rise to non-compliance with any law or
regulation), would be likely to give rise to any material liability
(whether actual or contingent) on the part of any member of the
Goals Group.
Part B: Certain further terms of the Offer
Subject to the requirements of the Panel, Goliath reserves the
right to waive:
(i) any of the Conditions set out in paragraph 1 of Part A for
the timing of the Court Meeting, the General Meeting, and the Court
hearing to sanction the Scheme and the effectiveness of the Scheme;
and
(ii) in whole or in part, all or any of the above Conditions 2(a) to (f) (inclusive).
If Goliath is required by the Panel to make an offer for Goals
Shares under the provisions of Rule 9 of the Takeover Code, Goliath
may make such alterations to any of the above Conditions and terms
of the Offer as are necessary to comply with the provisions of that
Rule.
Save with the consent of the Panel, the Scheme will not proceed
if the European Commission either initiates proceedings under
Article 6(1)(c) of Council Regulation (EC) 139/2004 (the "Merger
Regulation") or makes a referral to a competent authority of the
United Kingdom under Article 9(1) of the Merger Regulation and
there is then a reference to the UK Competition Commission or there
is a reference to the UK Competition Commission before the date of
the Court Meeting. In such event neither Goliath, Goals nor any
Goals Shareholder will be bound by any term of the Scheme.
Goliath shall be under no obligation to waive (if capable of
waiver), to determine to be or remain satisfied or to treat as
fulfilled any of Conditions 2(a) to (f) (inclusive) by a date
earlier than the latest date for the fulfilment of that Condition
notwithstanding that the other Conditions of the Offer may at such
earlier date have been waived or fulfilled and that there are at
such earlier date no circumstances indicating that any of such
Conditions may not be capable of fulfilment.
The Offer price will be offered on the basis that Goals
Shareholders will not receive any further dividends. If a dividend
were to be declared, the Offer price would be adjusted downwards on
an equivalent basis.
The availability of the Offer to persons not resident in the
United Kingdom may be affected by the laws of the relevant
jurisdictions. Persons who are not resident in the United Kingdom
should inform themselves about and observe any applicable
requirements.
The Offer will not be made, directly or indirectly, in, into or
from, or by use of the mails of, or by any means of instrumentality
(including, but not limited to, facsimile, e-mail or other
electronic transmission, telex or telephone) of interstate or
foreign commerce of, or of any facility of a national, state or
other securities exchange of, any jurisdiction where to do so would
violate the laws of that jurisdiction.
Under Rule 13.5(a) of the Takeover Code, Goliath may not invoke
a condition to the Offer so as to cause the Offer not to proceed,
to lapse or to be withdrawn unless the circumstances which give
rise to the right to invoke the condition are of material
significance to Goliath in the context of the Offer. The Conditions
contained in paragraph 1 of Part A are not subject to this
provision of the Takeover Code.
The Scheme will be governed by Scots law and is subject to the
jurisdiction of the Scottish courts and to the Conditions and
further terms set out in this Appendix I and to be set out in the
Scheme Document. The Offer will be subject to applicable
requirements of the Takeover Code, the Panel and the London Stock
Exchange.
APPENDIX II
SOURCES OF INFORMATION AND BASES OF CALCULATION
(i) The value placed by the Offer on the existing issued share
capital of Goals is based on 48,618,520 Goals Shares in issue on 19
July 2012, being the last Business Day prior to the date of this
announcement.
(ii) The value placed by the Offer on the entire issued and to
be issued share capital of Goals (fully diluted by the Goals Share
Options which are in-the-money and capable of exercise) is based on
48,618,520 Goals Shares in issue and Goals Share Options over
2,136,345 Goals Shares being in-the-money and capable of exercise,
in each case on 19 July 2012, being the last Business Day prior to
the date of this announcement.
(iii) References to a percentage of Goals Shares are based on
48,618,520 Goals Shares in issue on 19 July 2012, being the last
Business Day prior to the date of this announcement.
(iv) The Closing Prices are taken from Bloomberg.
(v) For the purposes of comparison to the Offer price, the
average Closing Price of 97.9 pence per Goals Share for the six
months ending on 30 March 2012 (being the last Business Day prior
to the commencement of the Offer Period) and 107.8 pence per Goals
Share for the twelve months ending on 30 March 2012 (being the last
Business Day prior to the Offer Period) are rounded to one decimal
place.
(vi) Unless otherwise stated, the financial information relating
to the Goals Group is extracted from the audited consolidated
financial statements of the Goals Group for the financial year to
31 December 2011, prepared in accordance with International
Financial Reporting Standards as adopted by the European Union.
(vii) Unless otherwise stated, the financial information
relating to OTPP is extracted from the audited financial statements
of OTPP for the financial year to 31 December 2011, prepared in
accordance with the accounting standards for pension plans in Part
IV of the Canadian Institute of Chartered Accountants Handbook
("CICA Handbook") and International Financial Reporting Standards
in Part I of the CICA Handbook (provided that Part IV takes
precedence in the event of inconsistency).
APPENDIX III
IRREVOCABLE UNDERTAKINGS AND LETTERS OF INTENT
Irrevocable Undertakings
The following holders, controllers or beneficial owners of Goals
Shares have given irrevocable undertakings to vote, or procure the
vote by their connected persons, in favour of the Scheme at the
Court Meeting and the resolutions to be proposed at the General
Meeting to give effect to the Scheme:
Name Number of Goals Shares Approximate % of Goals
Shares in issue
------------------- ----------------------- -----------------------
Sir Rodney Walker 473,951 1.0
------------------- ----------------------- -----------------------
Graham Wilson 350,000 0.7
------------------- ----------------------- -----------------------
Philip Burks 90,000 0.2
------------------- ----------------------- -----------------------
TOTAL 913,951 1.9
------------------- ----------------------- -----------------------
The following holders, controllers or beneficial owners of Goals
Shares have given irrevocable undertakings to vote, or procure the
vote by their connected persons and persons holding Goals Shares on
behalf of them and/or their connected persons, in favour of the
resolutions to be proposed at the General Meeting (save for the
resolution to approve the Management Arrangements) to give effect
to the Scheme:
Name Number of Goals Shares Approximate % of Goals
Shares in issue
--------------- ----------------------- -----------------------
Keith Rogers 4,092,986 8.4
--------------- ----------------------- -----------------------
William Gow 1,410,100 2.9
--------------- ----------------------- -----------------------
Morris Payton 271,910 0.6
--------------- ----------------------- -----------------------
TOTAL 5,774,996 11.9
--------------- ----------------------- -----------------------
The undertakings listed in this Appendix III from the
Independent Directors and the Managers will remain binding if a
higher competing offer for Goals is made.
All of the undertakings listed in this Appendix III will cease
to be binding if (i) the Scheme Document (or offer document as
applicable) is not published within 28 days of the date of this
announcement (or such later date as the Takeover Panel may permit),
(ii) the Scheme does not become effective, lapses, is withdrawn or
otherwise becomes incapable of ever becoming effective, as the case
may be, or (iii) any competing offer is made which is declared
wholly unconditional or otherwise becomes effective.
Letters of Intent
The following holders, controllers or beneficial owners of Goals
Shares have delivered letters of intent to vote in favour of the
Scheme at the Court Meeting and the resolutions to be proposed at
the General Meeting:
Name Number of Goals Shares Approximate % of Goals
Shares in issue
----------------------------- ----------------------- -----------------------
Aviva Investors Global
Services Limited 3,307,775 6.8
----------------------------- ----------------------- -----------------------
Henderson Global Investors
Limited 1,650,360 3.4
----------------------------- ----------------------- -----------------------
Universities Superannuation
Scheme Limited 1,482,444 3.0
----------------------------- ----------------------- -----------------------
TOTAL 6,440,579 13.2
----------------------------- ----------------------- -----------------------
APPENDIX IV
DEFINITIONS
The following definitions apply throughout this announcement
unless the context requires otherwise:
"AIM" the AIM market of the London Stock Exchange;
"Authorisations" regulatory authorisations, orders,
recognitions, grants, consents, clearances, confirmations,
certificates, licences, permissions or approvals;
"Bid Conduct and Option Exercise Agreement" the agreement
between Goliath, Goals and the Managers dated the date of this
announcement in relation to the implementation of the Offer;
"Business Day" a day (other than Saturdays, Sundays and public
holidays in England and/or Scotland) on which banks are open for
business in London and Edinburgh;
"Canaccord Genuity" Canaccord Genuity Limited, a company
incorporated in England and Wales (registered number 01774003)
whose registered office is at 88 Wood Street, London EC2V 7QR;
"CanCo" Firmorcan Corp., a corporation incorporated in Canada
under the Canada Business Corporations Act (registered number
731076-5) whose registered office is at 40 King Street West, Suite
3100, Toronto, Ontario, M5H 3Y2;
"Capital Reduction" the reduction of Goals' share capital
provided for by the Scheme;
"Closing Price" the closing middle market price of a Goals Share
on a particular trading day as derived from Bloomberg;
"Companies Act" the UK Companies Act 2006, as amended from time
to time;
"Competition Commission" the UK statutory body established under
the UK Competition Act 1998;
"Conditions" the conditions to the implementation of the Offer,
as set out in Appendix I to this announcement and to be set out in
the Scheme Document;
"Confidentiality Agreement" the confidentiality agreement dated
13 April 2012 between OTPP and Goals;
"Court" the Court of Session, Edinburgh, Scotland;
"Court Meeting" the meeting of Independent Shareholders to be
convened pursuant to an order of the Court under Part 26 of the
Companies Act for the purpose of considering and, if thought fit,
approving the Scheme (with or without amendment), including any
adjournment thereof;
"Court Order(s)" the order(s) of the Court sanctioning the
Scheme, authorising the Re-registration and confirming the related
Capital Reduction;
"Dealing Disclosure" has the same meaning as in Rule 8 of the
Takeover Code;
"Dean Street" Dean Street Advisers Limited, a company
incorporated in England and Wales (registered number 08065687)
whose registered office is at Flat 1, 21 Dean Street, London W1D
3TN;
"Disclosed" the information disclosed by or on behalf of Goals
(i) in the annual report and accounts of the Goals Group for the
financial year ended 31 December 2011; (ii) in this announcement;
(iii) in any other announcement to a Regulatory Information Service
by or on behalf of Goals prior to the publication of this
announcement; or (iv) as otherwise fairly disclosed to Goliath (or
its respective officers, employees, agents or advisers) on or
before 5 p.m. (London time) on the Business Day prior to the date
of this announcement;
"Effective Date" the date on which the Scheme becomes effective
in accordance with its terms;
"Exchange Act" the US Securities Exchange Act of 1934, as
amended;
"Forms of Proxy" the forms of proxy for use at the Court Meeting
and the General Meeting;
"General Meeting" the general meeting of Goals Shareholders
(including any adjournment thereof) to be convened in connection
with the Scheme;
"GLP" Global Leisure Partners LLP, a limited liability
partnership incorporated in England and Wales (registered number
OC307522) whose registered office is at 20 Balderton Street, London
W1K 6TL;
"Goals" or the "Company" Goals Soccer Centres plc, a company
incorporated in Scotland (registered number SC202545) whose
registered office is at Orbital House, Peel Park, East Kilbridge,
South Lanarkshire G74 5PA;
"Goals Group" Goals and its subsidiary undertakings;
"Goals Share Option Schemes" the Goals Soccer Centres EMI Option
Scheme 2004, the Goals Soccer Centres Unapproved Option Scheme
2004, the Goals Soccer Centres Directors' Unapproved Option Scheme
2006 and the Goals Soccer Centres Senior Managers' Unapproved
Option Scheme 2009;
"Goals Share Options" options to subscribe for Goals Shares
granted under the Goals Share Option Schemes";
"Goals Shareholders" the holders of Goals Shares from time to
time;
"Goals Shares" the existing unconditionally allotted and/or
issued and fully paid ordinary shares of 0.25 pence each in the
capital of Goals and any further such ordinary shares which are
unconditionally allotted or issued before the Scheme becomes
effective;
"Goliath" Goliath Bidco Limited, a company incorporated in
England and Wales (registered number 08114619) whose registered
office is at 110 Fetter Lane, London EC4A 1AY;
"Goliath Group" Goliath Topco and its subsidiary
undertakings;
"Goliath Midco" Goliath Midco Limited, a company incorporated in
England and Wales (registered number 08114378) whose registered
office is at 110 Fetter Lane, London EC4A 1AY;
"Goliath Topco" Goliath Topco Limited, a company incorporated in
England and Wales (registered number 08113968) whose registered
office is at 110 Fetter Lane, London EC4A 1AY;
"Independent Directors" Sir Rodney Walker, Graham Wilson and
Philip Burks, each a director of Goals as at the date of this
announcement;
"Independent Shareholders" Goals Shareholders other than the
Managers, their connected persons and (in respect of Goals Shares
held on behalf of the Managers and/or their connected persons only)
persons holding Goals Shares on behalf of the Managers and/or their
connected persons;
"in-the-money" where the exercise price for the Goals Share
Option concerned is less than the Offer price of 144 pence per
Goals Share;
"Listing Rules" the rules and regulations made by the Financial
Services Authority in its capacity as the UKLA under the Financial
Services and Markets Act 2000, and contained in the UKLA's
publication of the same name;
"London Stock Exchange" London Stock Exchange plc, a company
incorporated in England and Wales (registered number 02075721)
whose registered office is at 10 Paternoster Square, London EC4M
7LS;
"Management Arrangements" the equity terms agreement between
Goliath Topco, Goliath, OTPP and the Managers dated the date of
this announcement and the provisions of the Bid Conduct and Option
Exercise Agreement relating to the exercise of certain of the Goals
Share Options held by the Managers;
"Management Loan Notes" the GBP6,000,000 15% fixed rate
unsecured loan notes 2061 of Goliath constituted pursuant to
instrument executed by Goliath on the date of this
announcement;
"Management Shares" the following Goals Shares registered in the
names of or otherwise held by the following persons at the date of
this announcement:
Number of Goals Registered in the name of or otherwise held
Shares by
---------------- --------------------------------------------
2,816,544 Keith Rogers
---------------- --------------------------------------------
100,630 Speirs & Jeffrey Client Nominees Limited
(held on behalf of Keith Rogers' SIPP)
---------------- --------------------------------------------
885,487 Speirs & Jeffrey Client Nominees Limited
(held on behalf of William Gow)
---------------- --------------------------------------------
44,500 Speirs & Jeffrey Client Nominees Limited
(held on behalf of William Gow's SIPP)
---------------- --------------------------------------------
88,333 Speirs & Jeffrey Client Nominees Limited
(held on behalf of Fiona Gow's SIPP)
---------------- --------------------------------------------
154,519 Morris Payton
---------------- --------------------------------------------
27,486 Morris Payton's SIPP
---------------- --------------------------------------------
29,165 Susan Payton's SIPP
---------------- --------------------------------------------
"Managers" Keith Rogers, William Gow and Morris Payton, each a
director of Goals as at the date of this announcement;
"Offer" the recommended cash offer to be made by Goliath to
acquire the entire issued and to be issued share capital of Goals
to be effected by means of the Scheme and, where the context
admits, any subsequent revision, variation, extension or renewal
thereof;
"Offer Period" the offer period (as defined by the Takeover
Code) relating to Goals, which commenced on 2 April 2012;
"Opening Position Disclosure" has the same meaning as in Rule 8
of the Takeover Code;
"OTPP" Ontario Teachers' Pension Plan Board, an independent
corporation established under the Teachers' Pension Act (Ontario)
of 5650 Yonge Street, Toronto, ON, M2M 4H5;
"Overseas Shareholders" Goals Shareholders (or nominees of, or
custodians or trustees for Goals Shareholders) not resident in, or
nationals or citizens of, the United Kingdom;
"Panel" the UK Panel on Takeovers and Mergers;
"Patron" Patron Sports Holding Sarl;
"Re-registration" the proposed re-registration of Goals as a
private limited company under section 651 of the Companies Act and
as provided for in the Scheme;
"Registrar of Companies" the Registrar of Companies in
Scotland;
"Regulation" has the meaning given to it in paragraph 2(a) of
Appendix I to this announcement;
"Regulatory Information Service" any of the services set out in
Appendix III to the Listing Rules;
"Restricted Jurisdiction" the United States, Canada, Australia,
Japan and any other jurisdiction, in each case where extension or
acceptance of the Offer would violate the law of that
jurisdiction;
"Scheme" the proposed scheme of arrangement under Part 26 of the
Companies Act between Goals and the Goals Shareholders in
connection with the Offer, with or subject to any modification,
addition or condition approved or imposed by the Court and agreed
by Goliath and Goals;
"Scheme Document" the document to be sent to Goals Shareholders
containing, amongst other things, the Scheme, the notices convening
the Court Meeting and the General Meeting and the further
particulars required by the Companies Act;
"Scheme Record Time" the date and time specified in the Scheme
Document by reference to which the Goals Shares included in the
Scheme will be determined, expected to be 9 p.m. (London time) on
the Business Day before the Court hearing to confirm the Capital
Reduction and approve the Re-registration;
"Scheme Voting Record Time" the date and time specified in the
Scheme Document by reference to which entitlement to vote at the
Court Meeting will be determined, expected to be 6 p.m. (London
time) on the day which is two days before the Court Meeting or, if
the Court Meeting is adjourned, 6 p.m. (London time) on the day
which is two days before the date of such adjourned Court
Meeting;
"SIPP" self-invested personal pension;
"Subscription Letter" the subscription letter between CanCo and
Goals dated the date of this announcement;
"Takeover Code" the City Code on Takeovers and Mergers;
"Third Party" each of a central bank, government or
governmental, quasi-governmental, supranational, statutory,
regulatory, environmental, administrative, fiscal or investigative
body, court, trade agency, association, institution, environmental
body, employee representative body or any other body or person
whatsoever in any jurisdiction;
"TPC" Teachers' Private Capital, the private equity investing
arm of OTPP;
"United Kingdom" or "UK" the United Kingdom of Great Britain and
Northern Ireland; and
"United States" or "US" the United States of America, its
territories and possessions, any state of the United States of
America, the District of Columbia and all other areas subject to
its jurisdiction and any political sub-division thereof.
All references in this announcement to "pounds", "pounds
Sterling", "Sterling", "GBP", "pence", "penny" and "p" are to the
lawful currency of the United Kingdom. All references in this
announcement to "euros" or "EUR" are to the lawful currency of the
European Monetary Union. All references in this announcement to
"C$" are to the lawful currency of Canada
All the times referred to in this announcement are London times
unless otherwise stated. References to the singular include the
plural and vice versa.
For the purposes of this announcement, "subsidiary",
"wholly-owned subsidiary", "subsidiary undertaking", "parent
undertaking" and "undertaking" have the respective meanings given
to them in the Companies Act.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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