PROPOSED SECONDARY PLACING OF ORDINARY SHARES

RNS Number : 0680L

Sports Direct International Plc

06 August 2013

 



THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN IS RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, SOUTH AFRICA OR ANY OTHER STATE OR JURISDICTION INTO WHICH THE SAME WOULD BE UNLAWFUL.

6 August 2013

Sports Direct International PLC ("Sports Direct" or the "Company")

PROPOSED SECONDARY PLACING OF ORDINARY SHARES IN SPORTS DIRECT

The Board of Sports Direct announces that the Sports Direct Employee Benefit Trust (the "Trust"), acting in its capacity as nominee for certain employees of Sports Direct who are beneficiaries of the Company's 2009 Bonus Share Scheme (the "Share Scheme"), intends to sell up to 17 million existing ordinary shares in the Company (the "Placing Shares") via an accelerated bookbuild placing (the "Placing"). The Trust reserves the right to sell a smaller number of shares in the bookbuild, or no shares at all, and instead to repurchase the balance for its own account. Any shares repurchased by the Trust will be used to satisfy future delivery obligations following the vesting of awards made under the Company's other share schemes. 17 million ordinary shares represents approximately 2.84 per cent. of the total issued share capital of Sports Direct.

The Placing Shares represent those ordinary shares that participants of the Share Scheme have elected to sell as a result of vesting today of the final portion of the awards under the Share Scheme (as described in the Company's recent preliminary results). No Directors or persons discharging managerial responsibilities are selling as part of the Placing.

The Placing will be managed by Goldman Sachs International and Espirito Santo Investment Bank, acting as joint bookrunners (the "Joint Bookrunners"). The number of shares to be sold in the Placing (if any) and the price at which these shares will be sold will be decided by the Trust at the close of the accelerated bookbuilding process.

The books for the Placing will open with immediate effect. Pricing and allocations are expected to be announced as soon as practicable following the closing of the books.

Enquiries:

Sports Direct International plc Dave Forsey, Chief Executive Bob Mellors, Group Finance Director Jeff Blue, Strategic Development Director	T: 0845 129 9229
Goldman Sachs International Anthony Gutman Phillip Shelley Michael Casey Duncan Stewart	T: 0207 774 1000
Espirito Santo Investment Bank John Millar Richard Crawley	T: 0207 456 9191
FTI Consulting Jonathon Brill Alex Beagley Georgia Mann	T: 0207 831 3113

Goldmans Sachs International ("Goldman Sachs") which is authorised by the Prudential Regulation Authority ("PRA") and regulated by the Financial Conduct Authority ("FCA") and PRA in the United Kingdom, is acting on behalf of the Trust and no one else in connection with any offering of the Placing Shares and will not be responsible to any other person for providing the protections afforded to any of its clients or for providing advice in relation to any offering of the Placing Shares or any other matters referred to in this announcement. Execution Noble Limited (which conducts its UK investment banking business as Espirito Santo Investment Bank) ("Espirito Santo Investment Bank" or "BESI"), which is authorised and regulated in the United Kingdom by the FCA , is acting on behalf of the Trust and no one else in connection with any offering of the Placing Shares and will not be responsible to any other person for providing the protections afforded to any of its clients or for providing advice in relation to any offering of the Placing Shares or any other matters referred to in this announcement. Each of Goldman Sachs and Espirito Santo Investment Bank will not regard any other person as its client in relation to the offering of the Placing Shares.

This announcement is for information purposes only and does not constitute or form part of an offer or invitation to acquire or dispose of any securities of Sports Direct, or constitute a solicitation of any offer to purchase or subscribe for securities in any jurisdiction, including the United States ("US"), Canada, Australia, Japan, South Africa or any other state or jurisdiction into which the same would be unlawful. Sports Direct's shares have not been, and will not be, registered under the United States Securities Act of 1933, as amended (the "Securities Act") or under the securities legislation of any state of the US and may not be offered or sold in the US absent registration or an exemption from registration.

Sports Direct's shares may not, directly or indirectly, be offered or sold within the US, Canada, Australia, Japan, South Africa or any other state or jurisdiction into which the same would be unlawful or offered or sold to a resident of Canada, Australia, Japan, South Africa or any other state or jurisdiction into which the same would be unlawful. No public offering of securities is being made in the US.

This announcement is not for publication or distribution in whole or in part, directly or indirectly, to persons in the US, its territories or possessions or to any US person (within the meaning of Regulation S under the Securities Act). Neither this announcement nor any copy of it may be taken or transmitted in whole or in part, directly or indirectly, into Australia, Canada, Japan or South Africa or to Canadian persons or to any securities analyst or other person in any of those jurisdictions. Any failure to comply with this restriction may constitute a violation of US, Australian, Canadian, Japanese or South African securities law. The distribution of this announcement in certain other jurisdictions may be restricted by law and persons into whose possession this announcement comes should inform themselves about, and observe, any such restrictions.

No prospectus or offering document has been or will be prepared in connection with the Placing. Any investment decision to buy securities in the Placing must be made solely on the basis of publicly available information. Such information is not the responsibility of and has not been independently verified by Goldman Sachs or Espirito Santo Investment Bank or any of their respective affiliates.

This announcement and any offer of securities to which it relates are only addressed to and directed at persons who: (A) if in member states of the European Economic Area, are persons who are "qualified investors" within the meaning of Article 2(1)(e) of the Prospectus Directive (Directive 2003/71/EC as amended (including amendments by Directive 2010/73/EU, to the extent implemented in the relevant member state) the "Prospectus Directive"); (B) if in the United Kingdom, are persons who (i) have professional experience in matters relating to investments who fall within the definition of "investment professionals" in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the "Order") or, are high net worth companies, unincorporated associations or partnerships or trustees of high value trusts as described in Article 49(2) of the Order; and (ii) are "qualified investors" as defined in section 86 of the Financial Services and Markets Act 2000; and/or (C) are other persons to whom it may otherwise lawfully be communicated (all such persons referred to in (A), (B) and (C) together being "Relevant Persons"). The information regarding the Placing set out in this announcement must not be acted on or relied on by persons who are not Relevant Persons. Any investment or investment activity to which this announcement relates is available only to Relevant Persons and will be engaged in only with Relevant Persons.

 

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