RNS Number : 8551I
Sports Direct International Plc
19 March 2010
Correction: The following announcement replaces the Response to announcement by Blacks Leisure Group plcannouncement released on 19 March 2010 under RNS number 8527I. The correction to the announcement is underlined as follows: There can be no certainty that an offer for Blacks will be forthcoming and no certainty as to whether any offer will be made on the terms described herein.
19 March 2010
SPORTS DIRECT INTERNATIONAL PLC
Response to announcement by Blacks Leisure Group plc ("Blacks")
Sports Direct International plc ("SPD") notes today's announcement by Blacks and confirms that on 17 March 2010 it submitted a confidential letter to the board of Blacks.
The letter contained an indicative, non-binding offer for all the issued and to be issued ordinary share capital of Blacks, other than those shares owned by SPD or its associates, and invited the Blacks board to consider its terms and to provide the board's recommendation of an offer on those terms, supported by its Rule 3 advisers.
The terms of the indicative offer were 62.0 pence per Blacks ordinary share in cash which would:
· value the entire issued ordinary share capital of Blacks at approximately £26.4 million;
· represent a premium of 21.0 per cent. to the closing price of 51.25 pence per Blacks ordinary share on 1 March 2010, being the last dealing day prior to the date on which SPD announced that it was considering a possible cash offer for Blacks;
· represent a premium of 14.8 per cent. to the subscription price of 54.0 pence per Blacks ordinary share under Blacks' previously announced firm placing and open offer; and
· exceed the highest closing price achieved during the twelve months prior to 1 March 2010 of 61.75 pence.
SPD approached the Blacks board with a view to seeking its recommendation of an offer at this level and was disappointed that such recommendation has not been forthcoming at this stage. It continues to hope that the board will recognise the merits of an offer which, if made, it believes would be highly attractive for Blacks shareholders, particularly in the context of Blacks' share price performance over the past twelve months, providing certainty, in cash, at a price exceeding the highest closing price for Blacks shares over that period.
This is an announcement falling under Rule 2.4 of the City Code and does not constitute an announcement of a firm intention to make an offer under Rule 2.5 of the City Code. There can be no certainty that an offer for Blacks will be forthcoming and no certainty as to whether any offer will be made on the terms described herein.
Enquiries:
Oriel Securities Limited +44 (0) 20 7710 7600
David Arch
Michael Shaw
James Nevin
Financial Dynamics +44 (0) 20 7831 3113
Jonathon Brill
Caroline Stewart
Alex Beagley
Dealing Disclosure Requirements
Under the provisions of Rule 8.3 of the Code, if any person is, or becomes, "interested" (directly or indirectly) in 1% or more of any class of "relevant securities" of Blacks, all "dealings" in any "relevant securities" of that company (including by means of an option in respect of, or a derivative referenced to, any such "relevant securities") must be publicly disclosed by no later than 3.30 pm (London time) on the London business day following the date of the relevant transaction. This requirement will continue until the date on which the offer becomes, or is declared, unconditional as to acceptances, lapses or is otherwise withdrawn or on which the "offer period" otherwise ends. If two or more persons act together pursuant to an agreement or understanding, whether formal or informal, to acquire an "interest" in "relevant securities" of Blacks, they will be deemed to be a single person for the purpose of Rule 8.3.
Under the provisions of Rule 8.1 of the Code, all "dealings" in "relevant securities" of Blacks by SPD or Blacks, or by any of their respective "associates", must be disclosed by no later than 12.00 noon (London time) on the London business day following the date of the relevant transaction.
A disclosure table, giving details of the companies in whose "relevant securities" "dealings" should be disclosed, and the number of such securities in issue, can be found on the Takeover Panel's website at www.thetakeoverpanel.org.uk.
"Interests in securities" arise, in summary, when a person has long economic exposure, whether conditional or absolute, to changes in the price of securities. In particular, a person will be treated as having an "interest" by virtue of the ownership or control of securities, or by virtue of any option in respect of, or derivative referenced to, securities.
Terms in quotation marks are defined in the Code, which can also be found on the Panel's website. If you are in any doubt as to whether or not you are required to disclose a "dealing" under Rule 8, you should consult the Panel.
This announcement will be available on the SPD website soon after its release to the market (www.sports-direct-international.com).
This information is provided by RNS
The company news service from the London Stock Exchange
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