TIDMSPD TIDMGOAL
RNS Number : 2002N
Sports Direct International Plc
23 September 2019
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN
PART, DIRECTLY OR INDIRECTLY IN, INTO OR FROM ANY JURISDICTION
WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF
SUCH JURISDICTION.
THIS ANNOUNCEMENT IS NOT AN ANNOUNCEMENT OF A FIRM INTENTION TO
MAKE AN OFFER UNDER RULE 2.7 OF THE CITY CODE ON TAKEOVERS AND
MERGERS (THE "CODE"). THERE CAN BE NO CERTAINTY THAT SUCH AN OFFER
WILL BE MADE.
For immediate release
23 September 2019
Possible Cash Offer for Goals Soccer Centres plc
Sports Direct International plc ("Sports Direct") today
announces that on 5 September 2019 it made a proposal to the board
of Goals Soccer Centres plc ("Goals") regarding a possible cash
offer of 5 pence per share for the entire issued and to be issued
share capital of Goals, not already held by Sports Direct (or any
person acting in concert with Sports Direct) (the "Possible
Offer").
Background to the Possible Offer
Sports Direct is the largest shareholder in Goals, with an
18.93% shareholding. Goals has had some well-publicised
difficulties and its shares are currently suspended from trading on
AIM. Absent any extension of the suspension it is expected that
Goals' trading facility on AIM will be cancelled on 30 September
2019, per Goals' announcement on 2 August 2019. Sports Direct
believes an extension should be achievable if the board of Goals
were committed to achieving it - which is something Sports Direct
has asked the Goals board to confirm on a number of occasions.
On 29 August 2019, Goals announced that it had commenced a
process to invite offers for the business and assets of Goals (the
"AMA Process"). Goals also stated that there was no certainty as to
the timetable or outcome of this process and there has been no
further announcement.
Should Goals have its facility to trade its shares on AIM
cancelled, its shareholders will lose the protection of the AIM
Rules (including the right to approve in a general meeting any
fundamental change of business). Accordingly, Goals' shareholders
will have no ability to influence the AMA Process or, in
particular, vote on whether they believe any transaction (such as a
sale of the business and assets of Goals under the AMA Process)
should go ahead. The shares will also lose their marketability.
Rationale for the Possible Offer
Sports Direct believes that due to Goals' well-publicised
difficulties the board of Goals is not committed to maintaining
Goals' trading facility. Instead, it seems only interested in
pursuing the AMA Process whilst, at the same time through the loss
of the trading facility, depriving Goals' shareholders of the
ability to vote on it. Sports Direct is strongly of the view that
the Goals shareholders deserve an opportunity to consider the
Possible Offer.
Goals announced on 28 June 2019 that it was performing well and
cash generative. On 2 August 2019, it further announced that in the
year-to-date sales across the 45 sites in the UK on a gross
like-for-like basis are up +11.5% and that US gross like-for-like
sales are up +14.5%. Goals also announced on 2 August that it has
had positive discussions with its debt providers (and that the
existing debt facilities will remain in place past their initial
review date). This raises the question of why the AMA Process is
necessary and any urgency in following such a process. There has
been no reason given as to why a sale of the business and assets of
Goals (which would deprive the shareholders of the right to
consider the Possible Offer) is the best course of action. In
addition, there does not seem to be any solvency issue which needs
to be urgently addressed.
The Possible Offer would, if progressed, provide shareholders
with an exit and allow them to determine what is fair value and in
their best interests. Sports Direct has requested the board of
Goals provide customary due diligence materials. Despite the
Possible Offer and request for information being communicated to
the board of Goals on 5 September 2019, the board has so far failed
to provide any such information to Sports Direct. Sports Direct
urges the Goals board to engage with it in discussing the Possible
Offer and providing the requested information.
Important Notices
This announcement does not amount to an announcement of a firm
intention to make an offer under Rule 2.7 of the Code and there can
be no certainty that an offer will be made. A further announcement
will be made as and when appropriate.
For the purposes of Rule 2.5(a) of the Code, Sports Direct
reserves the right to make an offer at a value below 5 pence per
share in cash:
(a) with the agreement or recommendation of the board of
Goals;
(b) if Goals announces, declares, pays or makes a dividend or
any other distribution to its shareholders, in which case Sports
Direct reserves the right to make an equivalent reduction in its
offer terms; or
(c) following an announcement by Goals of a whitewash
transaction pursuant to the Code.
Rule 2.6(a) of the Code requires that Sport Direct, by no later
than 5.00 p.m. on 21 October 2019, being the 28th day following the
date of this announcement, either announces a firm intention to
make an offer for Goals in accordance with Rule 2.7 of the Code or
announces that it does not intend to make an offer, in which case
the announcement will be treated as a statement to which Rule 2.8
of the Code applies. This deadline will only be extended with the
consent of the Takeover Panel, in accordance with Rule 2.6(c) of
the Code.
Enquiries:
Sports Direct
Tom Piper, Company Secretary 0344 245 9200
Numis (Financial Adviser to Sports Direct)
Luke Bordewich
Stuart Ord +44 (0) 207 260
George Fry 1000
Further information
Numis Securities Limited ("Numis"), which is authorised and
regulated in the United Kingdom by the Financial Conduct Authority,
is acting as financial adviser exclusively for Sports Direct and no
one else in connection with the matters set out in this
announcement and will not regard any other person as its client in
relation to the matters in this announcement and will not be
responsible to anyone other than Sports Direct for providing the
protections afforded to clients of Numis, nor for providing advice
in relation to any matter referred to herein.
This announcement is not intended to, and does not, constitute
or form part of any offer, invitation or the solicitation of any
offer to buy, sell or subscribe for any securities or the
solicitation of any vote in any jurisdiction.
The distribution of this announcement in jurisdictions outside
the United Kingdom may be restricted by law and therefore persons
into whose possession this announcement comes should inform
themselves about, and observe such restrictions. Any failure to
comply with the restrictions may constitute a violation of the
securities law of any such jurisdiction.
Disclosure requirements of the Code
Under Rule 8.3(a) of the Code, any person who is interested in
1% or more of any class of relevant securities of an offeree
company or of any securities exchange offeror (being any offeror
other than an offeror in respect of which it has been announced
that its offer is, or is likely to be, solely in cash) must make an
Opening Position Disclosure following the commencement of the offer
period and, if later, following the announcement in which any
securities exchange offeror is first identified. An Opening
Position Disclosure must contain details of the person's interests
and short positions in, and rights to subscribe for, any relevant
securities of each of (i) the offeree company and (ii) any
securities exchange offeror(s). An Opening Position Disclosure by a
person to whom Rule 8.3(a) applies must be made by no later than
3.30 pm (London time) on the 10th business day following the
commencement of the offer period and, if appropriate, by no later
than 3.30 pm (London time) on the 10th business day following the
announcement in which any securities exchange offeror is first
identified. Relevant persons who deal in the relevant securities of
the offeree company or of a securities exchange offeror prior to
the deadline for making an Opening Position Disclosure must instead
make a Dealing Disclosure.
Under Rule 8.3(b) of the Code, any person who is, or becomes,
interested in 1% or more of any class of relevant securities of the
offeree company or of any securities exchange offeror must make a
Dealing Disclosure if the person deals in any relevant securities
of the offeree company or of any securities exchange offeror. A
Dealing Disclosure must contain details of the dealing concerned
and of the person's interests and short positions in, and rights to
subscribe for, any relevant securities of each of (i) the offeree
company and (ii) any securities exchange offeror(s), save to the
extent that these details have previously been disclosed under Rule
8. A Dealing Disclosure by a person to whom Rule 8.3(b) applies
must be made by no later than 3.30 pm (London time) on the business
day following the date of the relevant dealing.
If two or more persons act together pursuant to an agreement or
understanding, whether formal or informal, to acquire or control an
interest in relevant securities of an offeree company or a
securities exchange offeror, they will be deemed to be a single
person for the purpose of Rule 8.3.
Opening Position Disclosures must also be made by the offeree
company and by any offeror and Dealing Disclosures must also be
made by the offeree company, by any offeror and by any persons
acting in concert with any of them (see Rules 8.1, 8.2 and
8.4).
Details of the offeree and offeror companies in respect of whose
relevant securities Opening Position Disclosures and Dealing
Disclosures must be made can be found in the Disclosure Table on
the Panel's website at www.thetakeoverpanel.org.uk, including
details of the number of relevant securities in issue, when the
offer period commenced and when any offeror was first identified.
You should contact the Panel's Market Surveillance Unit on +44
(0)20 7638 0129 if you are in any doubt as to whether you are
required to make an Opening Position Disclosure or a Dealing
Disclosure.
In accordance with Rule 26.1 of the Code, a copy of this
announcement will be available at
www.sportsdirectplc.com/investor-relations.aspx, by no later than
12 noon (London time) on 24 September 2019. The content of the
website referred to in this announcement is not incorporated into
and does not form part of this announcement.
Ends
This information is provided by RNS, the news service of the
London Stock Exchange. RNS is approved by the Financial Conduct
Authority to act as a Primary Information Provider in the United
Kingdom. Terms and conditions relating to the use and distribution
of this information may apply. For further information, please
contact rns@lseg.com or visit www.rns.com.
END
OFDGMGZLNZDGLZM
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