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Tuesday 23 October, 2007

Nike

Offer for Umbro plc

Nike
23 October 2007

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



                                                                 23 October 2007



                      RECOMMENDED CASH OFFER FOR UMBRO PLC



Summary



•         The boards of NIKE, Inc. and Umbro plc are pleased to announce that
they have reached agreement on the terms of a recommended cash offer to be made
by NIKE Vapor Ltd., a wholly-owned subsidiary of Nike, for the entire issued and
to be issued share capital of Umbro.  It is intended that the Offer will be
implemented by way of a court approved scheme of arrangement under section 425
of the Companies Act 1985.



•         Under the terms of the Offer, Umbro Shareholders will receive 193.06
pence in cash for each Umbro Share.



•         Umbro Shareholders registered as such on the relevant record date will
retain their entitlement to receive the declared interim dividend of 1.94 pence.
Accordingly, as at 22 October 2007, the Offer values each Umbro Share at 195
pence and the existing issued ordinary share capital of Umbro at approximately
£285 million ($582 million).



•         The Offer represents a premium of approximately 61 per cent. to the
Closing Price of 120 pence per Umbro Share on 17 October 2007 (being the last
business day prior to the announcement by Umbro that it had received an
approach).



•         NIKE, Inc. based near Beaverton, Oregon, is the world's leading
designer, marketer and distributor of authentic athletic footwear, apparel,
equipment and accessories for a wide variety of sports and fitness activities.
Wholly owned Nike subsidiaries and divisions include Converse Inc., which
designs, markets and distributes athletic footwear, apparel and accessories;
NIKE Golf, a leading designer and distributor of golf footwear, apparel and
equipment; NIKE Bauer Hockey, Inc., a leading designer and distributor of hockey
equipment; Cole Haan Holdings, Inc., a leading designer and marketer of luxury
shoes, handbags, accessories and coats; Hurley International LLC, which designs,
markets and distributes action sports and youth lifestyle footwear, apparel and
accessories, and Exeter Brands Group LLC, which designs and markets athletic
footwear and apparel for the value retail channel.  For further information
about Nike visit www.nikebiz.com.



•         Umbro is a globally recognised football brand based in the UK with a
strong heritage in the sport of football.  Umbro designs, sources and markets
football-related apparel, footwear and equipment which are sold in over 90
countries worldwide.  Umbro, together with its 45 international licensees,
currently supply playing and training kit to the England national team, the
national teams of the Republic of Ireland, Sweden and Norway, six FA Premier
League teams and over 100 other professional teams globally. The Umbro brand is
also endorsed by high profile individual players including John Terry, Michael
Owen and Deco.



•         The acquisition of Umbro will significantly expand Nike's global
leadership in football, a key growth category for Nike:



•         Football is the world's number one sport and is already one of Nike's
biggest and fastest growing categories



•         The UK is the world's largest football market and one of Nike's
largest markets



•         Umbro is a world-class, authentic football brand, with well
established positions in key growth markets and a deep football heritage.  As
such, Umbro is highly complementary to Nike's existing football business and it
is intended that it will operate as an independent, UK headquartered Nike
affiliate



•         Umbro's 2006 annual revenues and Total Wholesale Equivalent Sales were
approximately £149.5 million ($275.6 million) and £409.4 million ($754.6
million) respectively



•         Umbro will join a strong and growing Nike portfolio of affiliate
brands, including Converse, which was acquired by Nike in 2003, Nike Golf, Cole
Haan, Exeter Brands and Nike Bauer Hockey.  Converse exemplifies Nike's strong
track record of acquiring and growing complementary brands.  Since the
acquisition by Nike, Converse has generated a 22 per cent. compound annual
revenue growth rate, and has achieved more than 20 per cent. revenue growth in
the last fiscal year to more than $550 million.  The brand has benefited from
Nike's product design, operations and brand management expertise.  Contributing
more than $2 billion of revenues in the last fiscal year, Nike is targeting its
portfolio of affiliate brands to contribute 25 per cent. of the company's
revenue growth by fiscal 2011



•         On completion, Nike intends to apply its financial strength, product,
operations and development capabilities, global supply chain and distribution
resources and sports marketing relationships to accelerate Umbro's existing
growth strategy.



•         The directors of Umbro, who have been so advised by JPMorgan Cazenove,
consider the terms of the Offer to be fair and reasonable.  In providing their
advice, JPMorgan Cazenove have taken into account the commercial assessments of
the directors of Umbro.  In addition, the directors of Umbro consider the terms
of the Offer to be in the best interests of Umbro Shareholders as a whole.



•         Accordingly, the directors of Umbro intend unanimously to recommend
that Umbro Shareholders vote in favour of the Scheme and the resolutions at the
Court Meeting and the EGM.



•         Nike Vapor has received irrevocable undertakings to vote in favour of
the Scheme and the resolutions at the Court Meeting and the EGM from the
directors of Umbro in respect of their entire beneficial shareholdings in Umbro
amounting, in aggregate, to 3,710,816 Umbro Shares, representing 2.5 per cent.
of Umbro's existing issued ordinary share capital.  These undertakings remain
binding in the event of a competing offer being made for Umbro.



Mark Parker, President and CEO of Nike, said:



'Umbro is a brand with a powerful heritage and deep experience in the world's
most popular sport and the world's biggest football market.  With its close
links to The Football Association and the England team, Umbro's future is even
stronger than its past.  This dynamic alignment of Umbro and Nike, with our
complementary strengths and numerous ways to segment and grow the market, will
lead the game at every level throughout the world. We are fully committed to
helping Umbro reach its full potential, and we are delighted that Umbro's board
is unanimous in its support of our offer.'



Steve Makin, CEO of Umbro, said:



'This is an excellent deal for all our stakeholders: it provides great value for
shareholders and exciting prospects for our colleagues, partners and customers
around the world.  We will be a stronger and better business as part of Nike and
this deal will allow us to accelerate our existing growth strategy by leveraging
Nike's global resources and expertise.  We look forward to taking Umbro to new
levels with Nike's support.'



Brian Barwick, CEO of The FA, said:



'The FA has enjoyed an excellent partnership with Umbro for more than 20 years.
We are delighted that the proposed acquisition will allow us to continue our
strong historical relationship with Umbro while benefiting from the marketing
expertise and financial strength of Nike.  Nike has provided firm assurances
that The FA relationship with Umbro will be protected and enhanced, and we look
forward to working closely with both companies moving forward.'



Merrill Lynch is acting as sole financial adviser and corporate broker to Nike
and Nike Vapor.  JPMorgan Cazenove is acting as sole financial adviser and
corporate broker to Umbro.



This summary should be read in conjunction with, and is subject to, the full
text of the following announcement and the Appendices.  The Offer will be
subject to the Conditions set out in Appendix I.  Appendix II contains the bases
and sources of certain information contained in this announcement.  Appendix III
contains details of the irrevocable undertakings.  Appendix IV contains the
definitions of certain terms used in this summary.





Enquiries:


NIKE, INC.

Nigel Powell, Vice President of Global Communications          Telephone:     +1 503 671 6758
Charlie Brooks, UK Head of Corporate Communications            Telephone:     +44 20 7432 6390
                                                                              or +44 77 1472 4995
Massimo Giunco, EMEA Head of Corporate Communications          Telephone:     +31 35 626 6980                     
                                                                              or  +31 64 6372 512
Alan Marks, Global Director of Media Relations                 Telephone:     +1 503 671 2673
Pamela Catlett, Vice President, Investor Relations             Telephone:     +1 503 671 4589



MERRILL LYNCH
(Financial Adviser and Corporate Broker to Nike and Nike
Vapor)


UK                                                             Telephone: +44 20 7628 1000
Kevin J. Smith                                                 
Andrew Osborne (Corporate Broking)


US                                                             Telephone: +1 212 449 1000
Lisa Clyde
Alan Goodstadt


Citigate Dewe Rogerson                                         Telephone: +44 20 7638 9571
(PR Adviser to Nike)
Patrick Donovan
Simon Rigby
Kevin Smith



UMBRO PLC                                                      Telephone: +44 161 492 2000
Steve Makin, Chief Executive Officer
Paul Masters, Investor Relations


JPMorgan Cazenove                                              Telephone: +44 20 7588 2828
(Financial Adviser and Corporate Broker to Umbro)
David Anderson
Luke Bordewich


Brunswick                                                      Telephone: +44 20 7404 5959
(PR Adviser to Umbro)
Simon Sporborg
Dominic McMullan


Nike conference call details:



Nike will be holding a conference call for investors at 3:00pm Eastern Daylight
Time (EDT):


US locations:                             +1 877 407 0778

International locations:                  +1 201 689 8565



The call also will be webcast live at www.nikebiz.com/invest.  If you are unable
to participate in the conference call or would like to access a replay of the
call, it will be available beginning 23 October 2007 through 30 October 2007.
From US locations, dial +1 877 660 6853 and enter account number 286, conference
number 259716 when instructed to do so.  From international locations, dial +1
201 612 7415.  A replay of the call will also be available at www.nikebiz.com/
invest



This announcement is not intended to and does not constitute or form any part of
an offer or invitation to sell or subscribe for or purchase any securities or
solicitation any vote or approval in any jurisdiction pursuant to the Offer or
otherwise.  The Offer will be made solely through the Scheme Document, which
will contain the full terms and conditions of the Offer (including details of
how to vote in respect of the Offer).  Any acceptance or other response to the
Offer should be made only on the basis of the information in the Scheme
Document.  Umbro Shareholders are advised to read the formal documentation in
relation to the Offer carefully, once it has been dispatched.



Merrill Lynch, which is regulated in the UK by the Financial Services Authority,
is acting exclusively for Nike and Nike Vapor in connection with the Offer and
no-one else and will not be responsible to anyone other than Nike and Nike Vapor
for providing the protections afforded to clients of Merrill Lynch or for
providing advice in relation to the Offer or any other matters referred to in
this announcement.



JPMorgan Cazenove, which is regulated in the UK by the Financial Services
Authority, is acting exclusively for Umbro in connection with the Offer and
no-one else and will not be responsible to anyone other than Umbro for providing
the protections afforded to clients of JPMorgan Cazenove or for providing advice
in relation to the Offer or any other matters referred to in this announcement.



The distribution of this announcement in jurisdictions other than the UK may be
restricted by law and therefore any persons who are subject to the laws of any
jurisdiction other than the UK should inform themselves about, and observe, any
applicable requirements.  This announcement has been prepared for the purpose of
complying with English law and the City 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 UK.



If the transaction is carried out by way of offer, the Offer will not be made,
directly or indirectly, in, into or from any jurisdiction where to do so would
violate the laws in that jurisdiction.  Accordingly, copies of this announcement
and formal documentation relating to the Offer will not be and must not be,
mailed or otherwise forwarded, distributed or sent in, into or from any
jurisdiction where to do so would violate the laws in that jurisdiction.



Notice to US investors in Umbro



The Offer relates to the shares of a UK company, is subject to UK disclosure
requirements (which are different from those of the US) and is proposed to be
made by means of a scheme of arrangement provided for under English company law.
  A transaction effected by means of a scheme of arrangement is not subject to
the proxy and tender offer rules under the US Exchange Act.  Accordingly, the
Offer is subject to the disclosure requirements and practices applicable in the
UK to schemes of arrangement which differ from the disclosure requirements of
the US proxy and tender offer rules.  Financial information included in this
announcement has been prepared, unless specifically stated otherwise, in
accordance with accounting standards applicable in the UK and thus may not be
comparable to the financial information of US companies or companies whose
financial statements are prepared in accordance with generally accepted
accounting principles in the US.  If Nike Vapor exercises its right to implement
the Offer by way of a takeover offer, the Offer will be made in compliance with
applicable US laws and regulations.



Forward looking statements



This announcement includes 'forward-looking statements' under United States
securities laws.  These statements are based on the current expectations of the
management of Umbro and Nike and are naturally subject to uncertainty and
changes in circumstances.  The forward-looking statements contained herein
include statements the expected timing and scope of the Offer and all other
statements in this announcement other than historical facts.   Forward-looking
statements include, without limitation, statements typically containing words
such as 'intends', 'expects', 'anticipates', 'targets', 'estimates' and words of
similar import.  Although Umbro and Nike believe that the expectations reflected
in such forward-looking statements are reasonable, Umbro and Nike can give no
assurance that such expectations will prove to have been correct.  By their
nature, forward-looking statements involve risk and uncertainty because they
relate to events and depend on circumstances that will occur in the future.
There are a number of factors that could cause actual results and developments
to differ materially from those expressed or implied by such forward-looking
statements.  These factors include, but are not limited to, the satisfaction of
the conditions to the Offer, and Nike's ability to successfully integrate the
operations and employees of Umbro, as well as additional factors, such as: local
and global political and economic conditions; significant price discounting by
competitors; Nike's ability to successfully align products to consumer fashions;
changes in consumer habits and preferences; foreign exchange rate fluctuations
and interest rate fluctuations (including those from any potential credit rating
decline); legal or regulatory developments and changes; the uncertainties of
litigation; Nike's ability successfully to expand internationally and manage
growth; the impact of any acquisitions or similar transactions; competitive
product and pricing pressures; production or distribution disruptions and
changes in the supply and cost of raw materials; and non-payment of receivables
by distributors.  Other unknown or unpredictable factors could cause actual
results to differ materially from those in the forward-looking statements.
Given these risks and uncertainties, investors should not place undue reliance
on forward-looking statements as a prediction of actual results.  Neither Umbro
nor Nike undertake any obligation to update publicly or revise forward-looking
statements, whether as a result of new information, future events or otherwise,
except to the extent legally required.



Dealing disclosure requirements



Under the provisions of Rule 8.3 of the City Code, if any person is, or becomes,
'interested' (directly or indirectly) in 1 per cent. or more of any class of '
relevant securities' of Umbro, all 'dealings' in any 'relevant securities' of
Umbro (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 p.m. (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 and/or Scheme becomes effective, 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 Umbro, 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 City Code, all 'dealings' in 'relevant
securities' of Umbro by Nike or Nike Vapor or Umbro, 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 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 City Code, which can 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.







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



                                                                 23 October 2007



                      RECOMMENDED CASH OFFER FOR UMBRO PLC



1.             Introduction



The boards of NIKE, Inc. and Umbro plc are pleased to announce that they have
reached agreement on the terms of a recommended cash offer to be made by NIKE
Vapor Ltd., a wholly-owned subsidiary of Nike, for the entire issued and to be
issued share capital of Umbro.



The directors of Umbro, who have been so advised by JPMorgan Cazenove, consider
the terms of the Offer to be fair and reasonable.  In providing their advice,
JPMorgan Cazenove has taken into account the commercial assessments of the
directors of Umbro.  In addition, the directors of Umbro consider the terms of
the Offer to be in the best interests of Umbro Shareholders as a whole.



Accordingly, the directors of Umbro intend unanimously to recommend that Umbro
Shareholders vote in favour of the Scheme and the resolutions at the Court
Meeting and the EGM.



2.             The Offer



It is intended that the Offer will be implemented by way of a court approved
scheme of arrangement under section 425 of the Companies Act 1985.



Under the Scheme, which will be subject to the Conditions and further terms set
out in Appendix I to this announcement and to be set out in the Scheme Document:



Umbro Shareholders (other than the holders of Excluded Shares) will be entitled
to receive:



   for each Umbro Share             193.06 pence in cash



Umbro Shareholders registered as such on the relevant record date will retain
their entitlement to receive the declared interim dividend of 1.94 pence.
Accordingly, as at 22 October 2007, the Offer values each Umbro Share at 195
pence and the existing issued ordinary share capital of Umbro at approximately
£285 million ($582 million).



For the avoidance of doubt, Umbro Shareholders on the register of members at the
close of business on 2 November 2007, the declared interim dividend record date,
will receive the interim dividend of 1.94 pence per Umbro Share, payable on 23
November 2007.  In addition, Scheme Shareholders will receive 193.06 pence per
Umbro Share in cash within 14 days of the Effective Date.



The Offer represents a premium of approximately 61 per cent. to the Closing
Price of 120 pence per Umbro Share on 17 October 2007 (being the last business
day prior to the announcement by Umbro that it had received an approach).



3.             Background to and reasons for the Offer



The acquisition of Umbro will significantly expand Nike's global leadership in
football, a key growth category for Nike.  Since the early 1990s, Nike has grown
its football business revenues from approximately $40 million to approximately
$1.5 billion and has established brand leadership in the sport.  Football is the
world's number one sport and is already one of Nike's biggest and fastest
growing categories, with the UK being the world's largest football market and
one of Nike's largest markets.



Umbro is a world-class, authentic football brand, with well established
positions in key growth markets and a deep football heritage.  As such, it is
highly complementary to Nike's existing football business and Nike intends to
operate Umbro as a stand-alone affiliate brand, with a focus on accelerating the
brand's existing growth strategy.  Similar to other brands in Nike's portfolio,
Umbro is expected to benefit from Nike's product research, design and
development expertise, and supply chain and distribution resources.  Nike
expects to benefit from Umbro's deep expertise in football.



Umbro will join a strong and growing Nike portfolio of affiliate brands,
including Converse, which was acquired by Nike in 2003, Nike Golf, Cole Haan,
Exeter Brands and Nike Bauer Hockey.  Converse exemplifies Nike's strong track
record of acquiring and growing complementary brands.  Since the acquisition by
Nike, Converse has generated a 22 per cent. compound annual revenue growth rate,
and has achieved more than 20 per cent. revenue growth in the last fiscal year
to more than $550 million.  The brand has benefited from Nike's product design,
operations and brand management expertise.  Contributing more than $2 billion of
revenues in the last fiscal year, Nike is targeting its portfolio of affiliate
brands to contribute 25 per cent. of the company's revenue growth by fiscal
2011.



Following completion of the acquisition, Nike intends to apply its financial
strength, product, operations and brand development capabilities, global
resources and sports marketing relationships to accelerate Umbro's existing
growth strategy.



4.              The Football Association



Umbro's relationship with The FA commenced in 1984 and on 14 December 2005 Umbro
entered into a series of new agreements with The FA that strengthened its
relationship and demonstrated its commitment to football at all levels.  As part
of the agreements, Umbro entered into a new contract until 2014 to design and
supply, on an exclusive basis, playing and training kit to England national
teams at all levels and for the distribution and sales of replica product
worldwide.  In addition, Umbro has the exclusive rights to manufacture,
distribute and sell replica kit worldwide and to use the England 'Three Lions'
Crest on a broad range of other licensed apparel and equipment.



Nike has entered into an agreement with The FA in which, as from the date upon
which it obtains control of Umbro, Nike will procure, amongst other things,
that:



•         Umbro has the financial resources to carry out its obligations under
the existing agreements with The FA;



•         the business of the Umbro Group shall continue to be headquartered in
the UK and to be conducted under the Umbro name;



•         the business of the Umbro Group shall continue to focus on and promote
football above all other sports; and



•         Umbro will use its reasonable endeavours to enhance the overall level
of service and attention that The FA currently enjoys and support the culture
and heritage of the Umbro brand.



Accordingly, The FA has agreed with Nike, that conditional on the Offer
completing, and subject to revised and improved contractual terms connected to
the current agreements, it will waive specific rights it had regarding
termination clauses connected to any takeover of Umbro.



5.             Recommendation



The directors of Umbro, who have been so advised by JPMorgan Cazenove, consider
the terms of the Offer to be fair and reasonable.  In providing their advice,
JPMorgan Cazenove have taken into account the commercial assessments of the
directors of Umbro.  In addition, the directors of Umbro consider the terms of
the Offer to be in the best interests of Umbro Shareholders as a whole.



Accordingly, the directors of Umbro intend unanimously to recommend that Umbro
Shareholders vote in favour of the Scheme and the resolutions at the Court
Meeting and the EGM.



6.             Background to and reasons for the recommendation



Since its flotation in 2004 Umbro has performed well and broadly delivered on
the investment case it set out at that time, with strong growth in licensed
volumes and steady growth in its international network.  Although Umbro has made
substantial progress in diversifying its business internationally and growing
the branded business, its financial performance remains influenced by the
volatile licensed business. On 6 September 2007, Umbro announced its interim
results and included an update on current trading in the light of the UK sports
retailers' poor sell through of licensed products relative to their
expectations, which will negatively impact Umbro's financial performance in
2008, a tournament year.



In order to reduce further the influence of the licensed business on Umbro's
earnings it will require both capital, to acquire further stakes in
international licensees as Umbro already has done in China and France, and
financial capacity, to absorb the investment costs and additional marketing
support that may be required in the early stages of their development.  In
balancing the needs of Umbro as an independent quoted company, carrying the
expectations of financial markets on the one hand and as an aspiring
international brand on the other, the board of Umbro believes that it is
increasingly challenging to deliver both of these ambitions.



Nike has a well proven strategy of growing its affiliate brands, backing them
with additional international distribution, brand marketing capability and
investment, and access to Nike's international networks and sourcing.  The board
of Umbro believes this will strengthen the business over the medium term and
enable Umbro to take advantage of opportunities that it is unable to exploit
fully as an independent company.



7.             Irrevocable undertakings



Nike Vapor has received irrevocable undertakings to vote in favour of the Scheme
and the resolutions at the Court Meeting and the EGM from the directors of Umbro
in respect of their entire beneficial shareholdings in Umbro amounting, in
aggregate, to 3,710,816 Umbro Shares representing 2.5 per cent. of Umbro's
issued ordinary share capital.  These undertakings remain binding even in the
event of a competing offer being made for Umbro.



Further details of these irrevocable undertakings are set out in Appendix III to
this announcement.



8.             Information on Nike



NIKE, Inc. based near Beaverton, Oregon, is the world's leading designer,
marketer and distributor of authentic athletic footwear, apparel, equipment and
accessories for a wide variety of sports and fitness activities.  Wholly owned
Nike subsidiaries and divisions include Converse Inc., which designs, markets
and distributes athletic footwear, apparel and accessories; NIKE Golf, a leading
designer and distributor of golf footwear, apparel and equipment; NIKE Bauer
Hockey, Inc., a leading designer and distributor of hockey equipment; Cole Haan
Holdings, Inc., a leading designer and marketer of luxury shoes, handbags,
accessories and coats; Hurley International LLC, which designs, markets and
distributes action sports and youth lifestyle footwear, apparel and accessories
and Exeter Brands Group LLC, which designs and markets athletic footwear and
apparel for the value retail channel.  For further information about Nike visit
www.nikebiz.com.



For the financial year ended 31 May 2007, Nike reported revenues of $16.3
billion (2006: $15.0 billion) and profit on ordinary activities before taxation
and minority expenses of $2.2 billion (2006: $2.1 billion) and had net assets as
at that date of $7.0 billion.  Nike is listed on the New York Stock Exchange and
as at 19 October 2007 had a market capitalisation of approximately $31.6
billion.



9.             Information on Nike Vapor



Nike Vapor is a UK incorporated private limited company and a wholly owned
subsidiary of Nike.   Nike Vapor was formed at the direction of Nike for the
purpose of acquiring Umbro.  Nike Vapor has not traded since its incorporation
nor has it entered into any obligation other than in connection with the Offer.
Further details of Nike Vapor will be contained in the Scheme Document.



10.         Information on Umbro



Umbro is a globally recognised football brand based in the UK with a strong
heritage derived from more than 70 years' association with the sport of
football.  Umbro designs, sources and markets football-related apparel, footwear
and equipment which are sold in over 90 countries worldwide. Umbro's
relationships with leading national teams and professional clubs now encompass
exclusive endorsements and distribution rights for playing kit, apparel and
equipment.  Internationally, Umbro operates principally through a network of 45
licensees who source and distribute products to sports retail customers, working
closely with its licensees to maintain a global and uniform Umbro brand
identity.  Umbro, together with its international licensees, currently supply
playing and training kit to the England national team, the national teams of the
Republic of Ireland, Sweden and Norway, 6 FA Premier League teams and over 100
other professional teams globally.  The Umbro brand is also endorsed by high
profile individual players including the England captain John Terry, Michael
Owen, Luis Garcia, Tim Cahill, Deco and Alan Shearer.



For the year ended 31 December 2006, Umbro reported revenues of £149.5 million
(2005: £123.0 million), Total Wholesale Equivalent Sales of £409.4 million
(2005: £351.9 million) and profit on ordinary activities before taxation and
minority interests of £26.6 million (2005: £23.0 million) and had net assets as
at that date of £82.0 million.  Umbro is listed on the London Stock Exchange.



11.         Structure of the Offer



It is intended that the Offer will be implemented by way of a court approved
scheme of arrangement between Umbro and the Scheme Shareholders under section
425 of the Companies Act 1985.  The procedure involves an application by Umbro
to the Court to sanction the Scheme and to confirm the cancellation of all the
Scheme Shares, in consideration for which Scheme Shareholders will receive cash
(as described in paragraph 2 above).  It is also intended as part of the Scheme
to implement the Reduction.



To become effective, the Scheme requires, amongst other things, the approval of
a majority in number of the Scheme Shareholders present and voting in person or
by proxy at the Court Meeting, representing not less than 75 per cent. in value
of the Scheme Shares held by such Scheme Shareholders, together with the
sanction of the Court and the passing of the resolutions necessary to implement
the Scheme at the EGM.  Following the Meetings, the Scheme must be sanctioned
and the Reduction confirmed by the Court, and will only become effective on
delivery to the Registrar of Companies of:



•         a copy of the Scheme Court Order; and



•         a copy of the Reduction Court Order



and, in the case of the Reduction Court Order, it being registered by the
Registrar of Companies together with the minute of the Reduction attached
thereto.  Upon the Scheme becoming effective, it will be binding on all Scheme
Shareholders, irrespective of whether or not they attended or voted at the Court
Meeting or the EGM.



Under the Scheme, each Scheme Share will be cancelled and new Umbro Shares will
be issued fully paid to Nike Vapor.  In consideration for the cancellation of
their Scheme Shares, holders of Scheme Shares will receive consideration under
the terms of the Offer as outlined above.



The Offer will be made on the terms and subject to the conditions set out in
this announcement and to be set out in the Scheme Documentation, including the
obtaining of relevant regulatory approvals, approvals by Umbro Shareholders and
the sanction of the Scheme by the Court.  The Scheme Document will include full
details of the Scheme, together with notices of the Court Meeting and the EGM
and the expected timetable.  The Scheme Documentation will be despatched to
Umbro Shareholders and, for information only, to holders of options granted
under the Umbro Share Schemes, in due course.



12.         Management and employees



Nike attaches great importance to the skills and experience of the existing
management and employees of Umbro.  As such, Nike expects that Umbro employees
will play an important role in the enlarged group.  Consistent with Nike's
successful affiliate strategy (e.g. Converse, Cole Haan), it is intended that
Umbro will operate as an independent, UK headquartered Nike affiliate.



Nike confirms that the existing employment rights, including pension rights, of
all management and employees of Umbro will be fully safeguarded.



13.         Umbro Share Schemes



Appropriate proposals will be made to participants in the Umbro Share Schemes in
due course.   Details of these proposals will be set out in the Scheme Document
and in separate letters to be sent to participants in the Umbro Share Schemes.



14.         Financing



The cash consideration payable by Nike Vapor under the terms of the Offer will
be funded using Nike's existing cash resources.



Merrill Lynch, financial adviser to Nike and Nike Vapor, is satisfied that
sufficient resources are available to satisfy the full cash consideration
payable to Umbro Shareholders under the terms of the Offer.



15.         Implementation Agreement and Inducement Fee



Nike, Nike Vapor and Umbro have entered into an Implementation Agreement which
sets out, amongst other things, various matters in relation to the
implementation of the Offer, the conduct of Umbro's business prior to the
Effective Date or lapse of the Offer, an inducement fee and a non-solicitation
undertaking.



Umbro has also agreed that, if a third party puts forward a Superior Proposal to
the Umbro Board or the terms of a Competing Proposal are announced, the Umbro
Board will not withdraw their recommendation until either (i) in circumstances
where notice is given to Nike Vapor of a Superior Proposal prior to its
announcement, midday on the fourth business day after the business day during
which that notice is received; or (ii) in circumstances where an announcement is
made pursuant to Rule 2.5 of the City Code of a Competing Proposal, 5:00 p.m. on
the fourth business day following that announcement.



Umbro has agreed that it will not in the period up to the Effective Date, and it
will procure that no members of its Group (or any of its or their respective
directors, employees, advisers, agents or representatives) will, solicit,
initiate, encourage, induce or negotiate any Competing Proposal.



Umbro has agreed to pay Nike Vapor an inducement fee equal to one per cent. of
the value of the Offer calculated by reference to the price per Umbro Share set
out in this announcement (including any irrecoverable VAT), if:



(a)        the Offer subsequently lapses or is withdrawn and before this time a
Competing Proposal is announced (whether or not on a pre-conditional basis and
whether pursuant to Rule 2.4 of the Takeover Code, Rule 2.5 of the Takeover Code
or otherwise), and such Competing Proposal or any other Competing Proposal
becomes effective or unconditional in all respects or is otherwise completed
within 12 months of the Offer lapsing or being withdrawn; or



(b)        the Scheme Document does not contain the unanimous and unqualified
recommendation of the Umbro Board to vote in favour of the Scheme and the
resolutions to be proposed at the Meetings or, if Nike Vapor elects to implement
the Offer by way of a takeover offer, the Offer Document does not contain the
unanimous and unqualified recommendation of the Umbro Board to accept such
offer, and the Offer lapses or is withdrawn; or



(c)        before the Offer lapses or is withdrawn, one or more of the Umbro
Board withdraws, qualifies or adversely modifies their recommendation, and the
Offer lapses or is withdrawn; or



(d)               Umbro materially breaches certain or its obligations under the
Implementation Agreement to implement the Scheme.



The Implementation Agreement shall, save in respect of its inducement fee
provisions and any other accrued rights thereunder, terminate upon the earliest
to occur of:



(a)        agreement in writing between Nike Vapor and Umbro at any time prior
to the Effective Date;



(b)        other than where the Offer is proceeding by way of a takeover offer,
the Scheme not being sanctioned by the Scheme Shareholders at the Court Meeting
or any of the resolutions to be proposed at the EGM not being so approved at the
EGM;



(c)        an obligation to pay an inducement fee being triggered;



(d)        save as may be otherwise agreed, the date which is 180 days after the
Scheme Document is posted if the Effective Date has not occurred on or before
that date; and



(e)                the Offer lapsing or being withdrawn in accordance with the
City Code.



Under the terms of the Implementation Agreement, Nike Vapor has retained the
right to effect the acquisition by way of a takeover offer for Umbro.



16.         Disclosure of interests in Umbro



Except as disclosed below, as at 19 October 2007, and save for the irrevocable
undertakings referred to paragraph 7 above, neither Nike or Nike Vapor nor any
of the directors of Nike or Nike Vapor nor, so far as Nike and Nike Vapor are
aware, any party acting in concert with Nike or Nike Vapor, has any interest in,
or right to subscribe for, any Umbro Shares or securities convertible or
exchangeable into Umbro Shares ('Umbro Securities'), nor does any such person
have any short position (whether conditional or absolute and whether in the
money or otherwise) including short positions under derivatives or arrangement
in relation to Umbro Securities.  For these purposes, 'arrangement' includes any
indemnity or option arrangement or any agreement or understanding, formal or
informal, of whatever nature, relating to Umbro Securities which may be an
inducement to deal or refrain from dealing in such securities.  In the interests
of secrecy prior to this announcement, Nike and Nike Vapor have not made any
enquiries in this respect of the matters referred to in this paragraph of
certain parties who may be deemed by the Panel to be acting in concert with them
for the purposes of the Scheme.  Enquiries of such parties will be made as soon
as practicable following the date of this announcement and any material
disclosure in respect of such parties will be included in the Scheme Document.


Party                                                 Interest in Umbro securities
Merrill Lynch                                         Long                     49,765
                                                      Short                    -700,688
                                                      Net                      -650,923



17.          General



Nike Vapor reserves the right, with the consent of the Panel, to elect to
implement the Offer by making a takeover offer for the entire issued and to be
issued share capital of Umbro.



If Nike Vapor elects to implement the Offer by a takeover offer, that offer will
be implemented on the same terms (subject to appropriate amendments), so far as
applicable, as those which would apply to the Scheme.  Any such takeover offer
will be subject to a 90 per cent. acceptance condition or such lesser
percentage, being more than 50 per cent., as Nike Vapor may decide.
Furthermore, if sufficient acceptances of such offer are received and/or
sufficient Umbro Shares are otherwise acquired, it is the intention of Nike
Vapor to apply the provisions of sections 979 to 982 (inclusive) of the
Companies Act to acquire compulsorily any outstanding Umbro Shares to which such
offer relates.



Prior to the Scheme becoming effective, Umbro will make an application to the
London Stock Exchange to cancel trading in the Umbro Shares on its market for
listed securities and to the UK Listing Authority to cancel the listing of the
Umbro Shares from the Official List on the Effective Date.  It is also proposed
that, following the Effective Date and after its shares are delisted, Umbro will
be re-registered as a private limited company.  The Offer will be subject to the
Conditions set out in Appendix I.  Appendix II contains the bases and sources of
certain information contained in this announcement.  Appendix III contains
details of the irrevocable undertakings.  The definitions of certain terms used
in this announcement are set out in Appendix IV.



This announcement is not intended to and does not constitute or form any part of
an offer or invitation to sell or subscribe for or purchase any securities or
solicitation any vote or approval in any jurisdiction pursuant to the Offer or
otherwise.  The Offer will be made solely through the Scheme Document, which
will contain the full terms and conditions of the Offer (including details of
how to vote in respect of the Offer).  Any acceptance or other response to the
Offer should be made only on the basis of the information in the Scheme
Document.  Umbro Shareholders are advised to read the formal documentation in
relation to the Offer carefully, once it has been dispatched.



Merrill Lynch, which is regulated in the UK by the Financial Services Authority,
is acting exclusively for Nike and Nike Vapor in connection with the Offer and
no-one else and will not be responsible to anyone other than Nike and Nike Vapor
for providing the protections afforded to clients of Merrill Lynch or for
providing advice in relation to the Offer or any other matters referred to in
this announcement.



JPMorgan Cazenove, which is regulated in the UK by the Financial Services
Authority, is acting exclusively for Umbro in connection with the Offer and
no-one else and will not be responsible to anyone other than Nike for providing
the protections afforded to clients of JPMorgan Cazenove or for providing advice
in relation to the Offer or any other matters referred to in this announcement.



The distribution of this announcement in jurisdictions other than the UK may be
restricted by law and therefore any persons who are subject to the laws of any
jurisdiction other than the UK should inform themselves about, and observe, any
applicable requirements.  This announcement has been prepared for the purpose of
complying with English law and the City 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 UK.



Notice to US investors in Umbro



The Offer relates to the shares of a UK company, is subject to UK disclosure
requirements (which are different from those of the US) and is proposed to be
made by means of a scheme of arrangement provided for under English company law.
  A transaction effected by means of a scheme of arrangement is not subject to
the proxy and tender offer rules under the US Exchange Act.  Accordingly, the
Offer is subject to the disclosure requirements and practices applicable in the
UK to schemes of arrangement which differ from the disclosure requirements of
the US proxy and tender offer rules.  Financial information included in this
announcement has been prepared, unless specifically stated otherwise, in
accordance with accounting standards applicable in the UK and thus may not be
comparable to the financial information of US companies or companies whose
financial statements are prepared in accordance with generally accepted
accounting principles in the US.  If Nike Vapor exercises its right to implement
the Offer by way of a takeover offer, the Offer will be made in compliance with
applicable US laws and regulations.



If the transaction is carried out by way of offer, the Offer will not be made,
directly or indirectly, in, into or from any jurisdiction where to do so would
violate the laws in that jurisdiction.   Accordingly, copies of this
announcement and formal documentation relating to the Offer will not be and must
not be, mailed or otherwise forwarded, distributed or sent in, into or from any
jurisdiction where to do so would violate the laws in that jurisdiction.



Forward looking statements



This announcement includes 'forward-looking statements' under United States
securities laws.   These statements are based on the current expectations of the
management of Umbro and Nike and are naturally subject to uncertainty and
changes in circumstances.  The forward-looking statements contained herein
include statements about the expected effects on Nike of the Offer, the expected
timing and scope of the Offer, anticipated earnings enhancements and all other
statements in this announcement other than historical facts.  Forward-looking
statements include, without limitation, statements typically containing words
such as 'intends', 'expects', 'anticipates', 'targets', 'estimates' and words of
similar import.  Although Umbro and Nike believe that the expectations reflected
in such forward-looking statements are reasonable, Umbro and Nike can give no
assurance that such expectations will prove to have been correct.  By their
nature, forward-looking statements involve risk and uncertainty because they
relate to events and depend on circumstances that will occur in the future.
There are a number of factors that could cause actual results and developments
to differ materially from those expressed or implied by such forward-looking
statements.  These factors include, but are not limited to, the satisfaction of
the conditions to the Offer, and Nike's ability to successfully integrate the
operations and employees of Umbro, as well as additional factors, such as: local
and global political and economic conditions; significant price discounting by
competitors; Nike's ability to successfully align products to consumer fashions;
changes in consumer habits and preferences; foreign exchange rate fluctuations
and interest rate fluctuations (including those from any potential credit rating
decline); legal or regulatory developments and changes; the uncertainties of
litigation; Nike's ability successfully to expand internationally and manage
growth; the impact of any acquisitions or similar transactions; competitive
product and pricing pressures; production or distribution disruptions and
changes in the supply and cost of raw materials; and non-payment of receivables
by distributors.  Other unknown or unpredictable factors could cause actual
results to differ materially from those in the forward-looking statements.
Given these risks and uncertainties, investors should not place undue reliance
on forward-looking statements as a prediction of actual results.  Neither Umbro
nor Nike undertake any obligation to update publicly or revise forward-looking
statements, whether as a result of new information, future events or otherwise,
except to the extent legally required.



Dealing disclosure requirements



Under the provisions of Rule 8.3 of the City Code, if any person is, or becomes,
'interested' (directly or indirectly) in 1 per cent. or more of any class of '
relevant securities' of Umbro, all 'dealings' in any 'relevant securities' of
Umbro (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 p.m. (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 and/or Scheme becomes effective, 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 Umbro, 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 City Code, all 'dealings' in 'relevant
securities' of Umbro by Nike or Umbro, 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 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 City Code, which can 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.



                                   Appendix I



               Conditions and Certain Further Terms of the Offer



                        PART A - Conditions of the Offer



1.                   The Offer will be conditional upon the Scheme becoming
unconditional and becoming effective, subject to the City Code, by no later than
the date 180 days after the date on which the Scheme Document is posted or such
later date (if any) as Nike Vapor and Umbro may agree and (if required) the
Panel and the Court may allow.



2.                   The Scheme will be conditional upon:



(a)                the approval of the Scheme by a majority in number
representing three-fourths or more in value of the holders of the Umbro Shares
(or the relevant class or classes thereof) present and voting, either in person
or by proxy, at the Court Meeting and at any separate class meeting which may be
required by the Court (or at any adjournment of any such meeting);



(b)                the resolution or resolutions required to implement the
Scheme being duly passed by the requisite majority at the EGM (or at any
adjournment thereof) and not subsequently revoked;



(c)                the sanction of the Scheme by the Court (with or without
modification, but subject to any modification being on terms acceptable to Nike
Vapor and Umbro), and an office copy of the Scheme Court Order being filed with
the Registrar of Companies in England and Wales; and



(d)                the confirmation of the Reduction by the Court (with or
without modification, but subject to any modification being on terms acceptable
to Nike Vapor and Umbro), and an office copy of the Reduction Court Order and
minute of such reduction attached thereto being filed with, and registered by,
the Registrar of Companies in England and Wales.



3.                   Nike Vapor and Umbro have agreed that, subject to paragraph
4 below, the Offer will also be conditional upon the following Conditions and,
accordingly, the necessary actions to make the Scheme effective will not be
taken unless such Conditions (as amended if appropriate) have been satisfied
(and continue to be satisfied pending the commencement of the Scheme Court
Hearing) or waived:



(a)                if a request to the European Commission is made by Nike Vapor
under Article 4(5) of the EC Regulation or by the competent authorities of one
or more member states under Article 22(1) of the EC Regulation in relation to
the Offer or any part of it and is accepted by the European Commission:



(i)                  the European Commission indicating, in terms and in a form
reasonably satisfactory to Nike Vapor, that it does not intend to initiate
proceedings under Article 6(1)(c) of the EC Regulation in respect of the Scheme
or the Offer or any part thereof or any matter arising therefrom or relating
thereto, or the European Commission being deemed to have so decided in
accordance with Article 10(6) of the EC Regulation; and



(ii)                in the event that a request has been made by a member state
and/or a party to the agreement on the European Economic Area ('EEA Agreement')
under Article 9(2) of the EC Regulation, the European Commission having
indicated, in terms and in a form reasonably satisfactory to Nike Vapor, that it
does not intend to refer the Scheme or the Offer or any part thereof or any
matter arising therefrom or relating thereto to a competent authority of a
member state or party to the EEA Agreement in accordance with Article 9(3) of
the EC Regulation or Article 6(l) of Protocol 24 of the EEA Agreement, as the
case may be or, in the event of such a referral, approval being obtained from
the Relevant Authority in that member state and/or that party to the EEA
Agreement on terms reasonably satisfactory to Nike Vapor or all or any relevant
waiting periods having expired, lapsed or been terminated as appropriate;



(b)                insofar as the Offer is not subject to review under the EC
Regulation:



(i)                  the Office of Fair Trading in the UK ('OFT') confirming, in
terms and in a form reasonably satisfactory to Nike Vapor, that it does not
intend to refer the Scheme or the Offer or any part thereof or any matter
arising therefrom or relating thereto to the Competition Commission under the
Enterprise Act 2002, or the statutory period for any such referral expiring
without such reference having been made; and



(ii)                the Irish Competition Authority confirming in terms and in a
form reasonably satisfactory to Nike Vapor that it has determined, pursuant to
section 21(2)(a) of the Irish Competition Act 2002 that the Scheme or the Offer
may be put into effect, or the period specified in section 19(1)(c) of the Irish
Competition Act 2002 having elapsed without the Irish Competition Authority
having informed Nike Vapor of the determination (if any) it has made under
section 21(2)(a) or (b) of the Irish Competition Act 2002;



(c)                approval by the Relevant Authority or all or any relevant
waiting periods having expired, lapsed or been terminated as appropriate in
respect of any mandatory merger control consent which would otherwise have the
effect of making unlawful or otherwise prohibiting the Offer or any part thereof
or any matter arising therefrom or relating thereto or could result in the
imposition of penalties on any entity within the Nike Group or on any employees
or directors within the Nike Group where Nike Vapor deems it necessary or
appropriate that a merger control notification should be made;



(d)                all filings, applications and/or notifications (excluding any
mandatory national anti-trust, competition or merger control filings) deemed by
Nike Vapor to be necessary or appropriate, or in the case of non-mandatory
national anti-trust, competition or merger control filings agreed between Nike
Vapor and Umbro to be necessary or appropriate, having been made, and all
necessary waiting and other time periods (including extensions thereof) under
any applicable legislation or regulation of any relevant jurisdiction having
expired, lapsed or been terminated, and all statutory or regulatory obligations
in any relevant jurisdiction having been complied with, in each case in respect
of the Scheme or in connection with the Offer or any part thereof or any matter
arising therefrom or relating thereto, and all authorisations, orders,
recognitions, grants, consents, licences, confirmations, certificates,
clearances, permissions and approvals necessary or appropriate in any
jurisdiction for, or in respect of, the Scheme or in connection with the Offer
or any part thereof or any matter arising therefrom or relating thereto and to
carry on the business of any member of the wider Nike Group or any member of the
wider Umbro Group ('Authorisations') having been obtained, in terms and in a
form reasonably satisfactory to Nike Vapor, from all appropriate Relevant
Authorities and from any persons or bodies with whom any member of the wider
Nike Group or any member of the wider Umbro Group has entered into contractual
arrangements, and any conditions or obligations attached to any such
Authorisations being in terms and in a form reasonably satisfactory to Nike
Vapor, and all such Authorisations remaining in full force and effect and no
intimation of any intention to revoke, suspend, restrict, modify or not to renew
any of the same having been made and all necessary statutory or regulatory
obligations in any jurisdiction having been complied with;



(e)                no Relevant Authority (excluding any national or
supranational anti-trust, competition or merger control authority or similar
authority in respect of which merger control filings are made) having decided to
take, institute, implement or threaten any action, proceeding, suit,
investigation, reference or enquiry, or made, proposed or enacted any statute,
legislation, regulation, decision or order or change to published practice or
taken or proposed to take any other steps and there not continuing to be
outstanding any statute, legislation, regulation, decision or order or change to
published practice which would or might reasonably be expected to:



(i)                  make the Scheme, its implementation or the Offer or the
proposed acquisition by Nike or Nike Vapor of any shares or other securities in,
or control or management of, Umbro or any member of the wider Umbro Group void,
unenforceable, prohibited and/or illegal in any jurisdiction or otherwise
directly or indirectly restrain, restrict, prevent, prohibit, delay or otherwise
interfere with the same, or impose additional conditions or obligations with
respect thereto, or otherwise impede, challenge or interfere with the same;



(ii)                require, prevent or delay the divestiture, or alter the
terms of any proposed divestiture, by any member of the wider Nike Group or the
wider Umbro Group of all or any material part of their respective businesses,
assets or property (including without limitation any Umbro Shares) or impose any
material limitation on the ability of any member of the wider Nike Group or the
wider Umbro Group to conduct any of their respective businesses or own or
dispose of any of their respective assets or property or any part thereof;



(iii)               impose any material limitation on, or result in a material
delay in, the ability of any member of the wider Nike Group or the wider Umbro
Group to acquire or to hold or to exercise effectively, directly or indirectly,
all or any rights of ownership in respect of shares or loans or securities
convertible into shares or other securities (or the equivalent) in, or to
exercise voting or management control over, any member of the wider Nike Group
or the wider Umbro Group;



(iv)              require any member of the wider Nike Group or the wider Umbro
Group to acquire, or to offer to acquire, any shares or other securities (or
their equivalent) or any interest in any member of the wider Umbro Group or any
asset owned by any third party (other than in the implementation of the Offer or
pursuant to Rule 9 of the City Code) or to sell or offer to sell any shares or
other securities (or their equivalent) or any interest in any assets owned by
any member of the wider Nike Group or the wider Umbro Group;

(v)                impose any material limitation on the ability of any member
of the wider Nike Group or the wider Umbro Group to integrate or co-ordinate its
business, or any part of it, with all or any part of the business of any other
member of the wider Nike Group or the wider Umbro Group;



(vi)              impose any material limitation on the ability of any member of
the wider Nike Group or of the wider Umbro Group to conduct its business;



(vii)             result in any member of the wider Nike Group or the wider
Umbro Group ceasing to be able to carry on business under any name under which
it presently does so or ceasing to be able to use in its business any name,
trademark or other intellectual property right which it at present uses and
which, is material in the context of the wider Umbro Group as a whole, in each
case on the same basis and terms as at present apply; or



(viii)           otherwise adversely affect the business, assets, financial or
trading position,  profits or prospects of any member of the wider Umbro Group
or of any member of the wider Nike Group to an extent which is material in the
context of the wider Umbro Group as a whole;



and all applicable waiting and other time periods during which any such Relevant
Authority could decide to take, institute, implement or threaten any such
action, proceeding, suit, investigation, reference or enquiry or otherwise
intervene under the laws of any relevant jurisdiction in respect of the Scheme
or in connection with the Offer or any part thereof or any matter arising
therefrom or relating thereto having expired, lapsed or been terminated;



(f)                 except as fairly disclosed in the annual report and accounts
of Umbro for the year ended 31 December 2006 or publicly announced by or on
behalf of Umbro prior to the date of this announcement (by the delivery of an
announcement to a Regulatory Information Service) or as otherwise fairly
disclosed prior to the date of this announcement to Nike or Nike Vapor by or on
behalf of Umbro, there being no provision of any arrangement, agreement,
licence, permit, lease, franchise, authorisation or other instrument to which
any member of the wider Umbro Group is a party, or by or to which any such
member or any of its assets is or are or may be bound, entitled or subject and
which, in consequence of the Scheme or the Offer or any part thereof or any
matter arising therefrom or relating thereto or the proposed acquisition of any
shares or other securities in, or control or management of, Umbro or any member
of the wider Umbro Group by Nike or Nike Vapor or because of a change in the
control or management of Umbro or any member of the wider Umbro Group or
otherwise, could or might reasonably be expected to, in each case to an extent
which is material in the context of the wider Umbro Group, taken as a whole
result in:



(i)                  any monies borrowed by, or other indebtedness (actual or
contingent) of, or any grant made or available to, any such member being or
becoming repayable or capable of being declared repayable immediately or prior
to their or its stated maturity or repayment date or the ability of any such
member to borrow monies or to incur any indebtedness being withdrawn or
inhibited or becoming capable of being withdrawn or inhibited;



(ii)                any such arrangement, agreement, licence, permit, lease,
franchise, authorisation or other instrument or the rights, liabilities,
obligations or interests of any such member thereunder being terminated or
adversely modified or affected or any obligation or liability arising or any
adverse action being taken or arising thereunder;



(iii)               the creation of any mortgage, charge or other security
interest over the whole or any part of the business, property or assets of any
such member or any such mortgage, charge or other security interest (whenever
arising or having arisen) being enforced or becoming enforceable or being
capable of being enforced;



(iv)              the rights, liabilities, obligations or interests of any such
member under any such arrangement, agreement, licence, permit, lease, franchise,
authorisation or other instrument or the interests or business of any such
member in or with any other firm or body or person (or any agreement or
arrangement relating to such interests or business) being terminated or
adversely modified or affected or any obligation or liability arising or any
action being taken or arising thereunder;



(v)                any assets or interest of, or any asset the use of which is
enjoyed by, any such member being or falling to be disposed of or charged or any
right arising under which any such asset or interest could be required to be
disposed of or charged or could cease to be available to any such member;



(vi)              any such member ceasing to be able to carry on business under
any name under which it presently does so or ceasing to be able to use in its
business any name, trademark or other intellectual property right which it at
present uses, in each case on the same basis and terms as at present apply;



(vii)             the value or business, assets, financial or trading position,
profits or prospects of any such member being prejudiced or adversely affected;
or



(viii)           the creation of any actual or contingent liabilities by any
such member other than in the ordinary course of business;



and no event having occurred which, under any provision of any arrangement,
agreement, licence, permit, lease, franchise, authorisation or other instrument
to which any member of the wider Umbro Group is a party or by or to which any
such member or any of its assets may be bound, entitled or subject could result
in any of the events or circumstances as are referred to in sub-paragraphs (i)
to (viii) of this Condition 3(f) in each case to an extent which is material in
the context of the wider Umbro Group as a whole;



(g)                except as fairly disclosed in the annual report and accounts
of Umbro for the year ended 31 December 2006 or publicly announced by or on
behalf of Umbro prior to the date of this announcement (by the delivery of an
announcement to a Regulatory Information Service) or as otherwise fairly
disclosed prior to the date of this announcement to Nike or Nike Vapor by or on
behalf of Umbro, no member of the wider Umbro Group having since 31 December
2006:



(i)                  issued or agreed to issue, or authorised or proposed the
issue of, additional shares of any class, or securities convertible into or
exchangeable for, or rights, warrants or options to subscribe for or acquire,
any such shares or convertible securities or sold or transferred any shares out
of treasury (save for options granted, and for any Umbro Shares allotted upon
exercise of options granted, under the Umbro Share Schemes or between Umbro and
wholly-owned members of the Umbro Group before the date of this announcement);



(ii)                except for the declared interim dividend of 1.94 pence,
recommended, declared, paid or made or proposed to recommend, declare, pay or
make any bonus in respect of shares, dividend or other distribution, whether
payable in cash or otherwise, other than by wholly-owned subsidiaries of Umbro;



(iii)               acquired or disposed of or transferred, mortgaged, charged
or created any security interest over any asset or any right, title or interest
in any asset (including shares and trade investments) or merged with, demerged
or acquired any body corporate, partnership or business or authorised or
proposed or announced any intention to propose any merger, demerger,
acquisition, disposal, transfer, mortgage, charge or security interest (in each
case other than in the ordinary course of business and which, in any such case,
is material in the context of the wider Umbro Group as a whole);



(iv)              issued, agreed to issue, authorised or proposed or announced
an intention to propose the issue of, or made any change in or to, any
debentures, become subject to any contingent liability or incurred or increased
any indebtedness or liability (actual or contingent) which, in any such case is
material in the context of the wider Umbro Group as a whole;



(v)                purchased, redeemed or repaid or announced any proposal to
purchase, redeem or repay any of its own shares or other securities or reduced
or made any other change to any part of its share capital;



(vi)              entered into, varied, terminated or authorised or become bound
by or proposed the entry into or variation or termination of, or announced its
intention to enter into,  vary or terminate, authorise or become bound by any
contract, agreement, commitment, arrangement or transaction (whether in respect
of capital expenditure or otherwise) other than in the ordinary course of
business which is of a long-term, onerous or unusual nature or magnitude or
which involves or could involve an obligation of such a nature or magnitude or
which results or may result in any restriction of the scope of business
currently carried on by any member of the wider Nike Group or the wider Umbro
Group, in each case which is material in the context of the wider Umbro Group,
taken as a whole;



(vii)             waived or compromised or settled any claim other than which is
immaterial in the context of the wider Umbro Group as a whole;



(viii)           implemented, entered into or authorised, effected, proposed or
announced its intention to implement or enter into any reconstruction,
amalgamation, scheme, commitment, transaction or arrangement (otherwise than in
the ordinary course of business);



(ix)              (other than in respect of a member that is dormant and was
solvent at the relevant time) taken any corporate action or had any order made
or legal proceedings started or threatened against it or petition presented or
order made for its winding-up (voluntary or otherwise), dissolution or
reorganisation or for the appointment of any receiver, administrator,
administrative receiver, trustee or similar officer of all or any of its
material assets and material revenues or any analogous proceedings or similar
event having occurred in any jurisdiction or any analogous person having been
appointed in any jurisdiction;



(x)                entered into or made an offer (which remains open for
acceptance) to enter into, or changed the terms of, any agreement, contract,
commitment, transaction or arrangement with any of the directors or senior
executives of any member of the wider Umbro Group;



(xi)              made, committed to make, authorised, proposed or announced an
intention to propose any change in its loan capital;



(xii)             made or agreed or consented to any material change to the
terms of the trust deeds constituting the pension schemes established by any
member of the wider Umbro Group for its directors and/or employees and/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 any change to the trustees
(including the appointment of a trust corporation) or allowed any material
deficit (actual or contingent) to arise or persist in relation to the funding of
any such scheme;



(xiii)           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;



(xiv)           made any alteration to its memorandum or articles of
association, or other incorporation documents;



(xv)            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 person employed by any member of the wider
Umbro Group;



(xvi)           entered into any arrangement, contract, agreement or commitment
that would be restrictive on the business of any member of the wider Nike Group
or the wider Umbro Group in any respect which is material in the context of the
wider Umbro Group as a whole; or



(xvii)         entered into any arrangement, contract, agreement, transaction or
commitment or passed any resolution or made any offer (which remains open for
acceptance) with respect to, or proposed or announced any intention to effect or
propose, any of the transactions, matters or events referred to in this
Condition 3(g) in each case to an extent which is material in the context of the
wider Umbro Group as a whole;



(h)                since 31 December 2006, except as fairly disclosed in the
annual report and accounts of Umbro for the year ended 31 December 2006 or
publicly announced by or on behalf of Umbro prior to the date of this
announcement (by the delivery of an announcement to a Regulatory Information
Service) or as otherwise fairly disclosed prior to the date of this announcement
to Nike or Nike Vapor by or on behalf of Umbro:



(i)                  there having been no adverse change or deterioration in the
business, assets, financial or trading position, profits or prospects of any
member of the wider Umbro Group which in any such case is material in the
context of the wider Umbro Group, taken as a whole;



(ii)                no litigation, arbitration proceedings, prosecution or other
legal proceedings having been instituted, implemented, announced or threatened
by or against or remaining outstanding against or in respect of any member of
the wider Umbro Group or to which any member of the wider Umbro Group is or may
become a party or which may otherwise affect any such member which in any such
case is material in the context of the wider Umbro Group, taken as a whole;



(iii)               there having been no inquiry or investigation by or
complaint or reference to any Relevant Authority or other investigative body
against or in respect of any member of the wider Umbro Group and no such
inquiry, investigation, complaint or reference having been threatened, announced
or instituted or remaining outstanding which in any such case is material in the
context of the wider Umbro Group, taken as a whole;



(iv)              no contingent or other liability having arisen or become
apparent or increased which has or might have an adverse effect on any member of
the wider Umbro Group which in any such case is material in the context of the
wider Umbro Group as a whole; 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 wider Umbro
Group which is material in the context of the wider Umbro Group, taken as a
whole;



(i)                  Nike Vapor not having discovered, except as publicly
announced by or on behalf of Umbro prior to the date of this announcement by the
delivery of an announcement to a Regulatory Information Service or as fairly
disclosed prior to the date of this announcement to Nike or Nike Vapor by or on
behalf of Umbro:



(i)                  that any financial, business or other information as
contained in the information disclosed to any member of the wider Nike Group or
publicly disclosed at any time by or on behalf of any member of the wider Umbro
Group is misleading, contains a misrepresentation of fact or omits to state a
fact necessary to make that information not misleading which has not, prior to
the date of this announcement, been corrected by public announcement by the
delivery of an announcement to a Regulatory Information Service and which in any
such case is material in the context of the wider Umbro Group as a whole;



(ii)                that any member of the wider Umbro Group or any partnership,
company or other entity in which any member of the wider Umbro Group has a
significant economic interest and which is not a subsidiary undertaking of Umbro
has any liability (contingent or otherwise) that has not been so publicly
announced or disclosed in the annual report and accounts of Umbro for the year
ended 31 December 2006 in each case to an extent that is material in the context
of the wider Umbro Group, taken as a whole;



(iii)               any information which affects the import of any information
disclosed at any time by or on behalf of any member of the wider Umbro Group to
an extent which is material in the context of the wider Umbro Group taken as a
whole;



(iv)              that any past or present member of the wider Umbro Group has
failed to comply with any applicable legislation, directives, regulations,
common laws, notices, orders, circulars, guidance notes or requirements of any
applicable jurisdiction or Relevant Authority with regard to the use, presence,
treatment, handling, storage, transport, disposal, discharge, spillage, leak,
release or emission of any waste or hazardous or harmful substance or any
substance capable of causing harm or damage to the environment, man, flora,
fauna, biodiversity, ecology or otherwise relating to environmental matters, or
that there has been any such use, presence, treatment, handling, storage,
transport, disposal, discharge, spillage, leak, release or emission (whether or
not the same constituted non-compliance by any person with any such legislation
or regulation, and whenever the same may have taken place) any of which
non-compliance would be reasonably likely to give rise to any liability (whether
actual or contingent) or cost on the part of any member of the wider Umbro Group
which is material in the context of the wider Umbro Group as a whole;



(v)                that there is, or is reasonably likely to be, any obligation
or liability (whether contingent or otherwise) on the part of any member of the
wider Umbro Group to improve or install new plant or equipment or to make good,
repair, reinstate or clean up any property, land or any waters now or previously
owned, occupied, operated, made use of or controlled by any past or present
member of the wider Umbro Group, or in which any such member may now have or
previously have had or be deemed to have or have had an interest, under any
past, present or future environmental legislation, directives, regulations,
common laws, notices, orders, circulars, guidance notes or requirements of any
applicable jurisdiction or any Relevant Authority, or to contribute to the cost
thereof or associated therewith or indemnify any person in relation thereto to
an extent which is material in the context of the wider Umbro Group as a whole;



(vi)              that circumstances exist whereby a person or class of persons
would be reasonably likely to have any claim or claims in respect of any
product, by-product or process of manufacture or service or materials used
therein now or previously manufactured, supplied, sold or in any way dealt with
or handled by any past or present member of the wider Umbro Group which is
material in the context of the wider Umbro Group as a whole; or



(vii)             that any insurance cover taken out by or on behalf of any
member of the wider Umbro Group which covers (in any respect) loss arising from
or as a result of acts of terrorism having (in whole or in part) been lapsed,
voided or not renewed and any event having occurred as a result of which such
insurance cover is not expected to be renewable (in whole or in part) at any
time in the future (with the existing provider(s) or otherwise) for any reason
whatsoever, including any inability to obtain such insurance or insurance of
such type in the market either at all or on commercially acceptable terms and,
in each such case, the loss of such insurance would be material in the context
of the wider Umbro Group as a whole.



4.                  Subject to the requirements of the Panel, Nike Vapor
reserves the right to waive all or any of Conditions 3(a) to 3(i) inclusive, in
whole or in part.  Nike Vapor shall be under no obligation to waive or treat as
fulfilled any of Conditions 3(a) to 3(i) inclusive by a date earlier than the
date specified in Condition 1 for the fulfilment thereof, notwithstanding that
other of Conditions 3(a) to 3(i) inclusive 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.



5.                   If Nike Vapor is required by the Panel to make an Offer for
any Umbro Shares under Rule 9 of the City Code, Nike Vapor may make such
alterations to the above Conditions as are necessary to comply with that Rule.



6.                   Nike Vapor reserves the right to elect (with the consent of
the Panel, where necessary) to implement the acquisition of the entire issued
and to be issued share capital of Umbro by way of a takeover offer (as such term
is defined in Part 28 of the Companies Act 2006).  in such event, such offer
will be implemented on the same terms, so far as applicable, as those which
would apply to the Sheme, subject to appropriate amendments to reflect the
change in method of effecting the Offer, including (without limitation and
subject to the consent of the Panel) an acceptance condition set at 90 per cent.
(or such lesser percentage, being more than 50 per cent., as Nike Vapor may
decide) of: (i) the shares to which such offer relates; and (ii) the voting
rights normally exercisable at a general meeting of Umbro, including, for this
purpose, any such voting rights attaching to Umbro Shares that are
unconditionally allotted or issued before the takeover offer becomes or is
declared unconditional as to acceptances, whether pursuant to the exercise of
any outstanding subscription or conversion rights or otherwise.



7.                   Save with the consent of the Panel, the Scheme will not
proceed if the European Commission initiates proceedings under Article 6(1)(c)
of the EC Regulation or if the Offer is referred to the Competition Commission
in the United Kingdom, in either case before the date on which the resolutions
are passed at the Court Meeting (or, in the case of a takeover offer under
paragraph 6 above, before 1:00 p.m. on the first closing date of the takeover
offer or the date on which the takeover offer becomes or is declared
unconditional as to acceptances, whichever is the later).



                  Part B - Certain Further Terms of the Offer



The Umbro Shares will be acquired by Nike Vapor pursuant to the Offer fully paid
and free from all liens, equities, charges, encumbrances and other interests
together with all rights now or hereafter attaching thereto, including the right
to receive and retain all dividends, interest and other distributions (if any)
declared, made or payable after the date of this announcement, other than the
interim declared dividend of 1.94 pence per Umbro Share payable to Umbro
Shareholders on 23 November 2007.



The Offer will be on the terms and will be subject, inter alia, to the
Conditions set out in this announcement and such other terms as may be set out
in the Scheme Document or as may be required to comply with the provisions of
the City Code.  This announcement and any rights or liabilities arising
hereunder, the Offer, the Scheme and any proxies will be governed by English law
and be subject to the jurisdiction of the English courts.



The availability of the Offer to persons resident in, or citizens or nationals
of, jurisdictions outside the UK, or to persons who are custodians, nominees or
trustees for citizens or nationals or residents of jurisdictions outside the UK
('overseas persons') may be prohibited or affected by the laws of the relevant
overseas jurisdiction.  Such overseas persons should inform themselves about and
observe any applicable requirements.

                                  Appendix II



                Sources of Information and Bases of Calculation



1.       The value attributed to the existing issued ordinary share capital of
Umbro is based upon 146,080,290 Umbro Shares.  Umbro announced on 18 October
2007 that, for purposes of Rule 2.10 of the City Code, there were 146,080,290
Umbro Shares in issue, the ISIN number for which is GB00B011MX85.



2.       Unless otherwise stated, the financial information on Umbro is
extracted from the audited consolidated financial statements of Umbro for the
year ended 31 December 2006.



3.       Unless otherwise stated, the financial information on Nike is extracted
or provided (without material adjustment) from the audited consolidated
financial statements of Nike for the year ended 31 May 2007.



4.       The prices for Umbro Shares have been derived from the Daily Official
List and represent the Closing Price on the relevant date.



5.       The market capitalisation for Nike has been sourced from Bloomberg on
the relevant date.



Unless otherwise stated, an exchange rate of £1 = $2.0437 has been used, being
the exchange rate at 11:00 a.m. in London on 22 October 2007 as sourced from
Bloomberg.



Where shown, Umbro's 2006 financials have been converted into $ using an average
exchange rate for 2006 of £1 = $1.8433 as sourced from Bloomberg.



                                  Appendix III



                      Details of Irrevocable Undertakings



The following directors of Umbro have given irrevocable undertakings as
described in paragraph 7 of this announcement in respect of the number of Umbro
Shares set out below:




Name                               Number of Umbro Shares             per cent. of Umbro's issued
                                                                      ordinary share capital
Nigel Doughty                      3,650,816                          2.499
Richard Barfield                   60,000                             0.041





                                  Appendix IV



                                  Definitions



The following definitions apply throughout this announcement, unless the context
requires otherwise:


'Bloomberg'                  Bloomberg market data as provided by Bloomberg L.P.


'Brunswick'                  Brunswick Group LLP


'business day'               any day, other than a Saturday or Sunday or a public holiday in the UK,
                             consisting of the time period from 12:01 a.m. until and including 12:00
                             midnight (London time)


'Citigate Dewe Rogerson'     Citigate Dewe Rogerson Ltd


'City Code'                  The City Code on Takeovers and Mergers


'Closing Price'              the closing middle-market quotation of a Umbro Share at the close of
                             business on a particular trading day as derived from the Daily Official
                             List published for that day


'Cole Haan'                  Cole Haan Holdings, Inc.


'Companies Act' or '         the Companies Act 2006 (as amended)
Companies Act 2006'


'Competing Proposal'         (i) any bona fide proposal by a third party which is not acting in
                             concert (as defined in the City Code) with Nike Vapor to announce or
                             implement an offer, scheme of arrangement, merger or business
                             combination, or similar transaction, the purpose of which is to enable
                             that third party (or any other person not being Nike Vapor or any member
                             of its group and/or any person acting in concert with Nike Vapor) to
                             acquire a majority of the entire issued and to be issued ordinary share
                             capital of Umbro, or as the case may be any announcement thereof; or (ii)
                             any transaction that constitutes a Class 1 disposal for Umbro for the
                             purposes of the Listing Rules, and, for these purposes, 'proposed' shall
                             include an approach with a view to making a proposal with regard to the
                             same


'Conditions'                 the conditions to the implementation of the Offer (including the Scheme),
                             which are set out in Appendix I to this announcement


'Converse'                   Converse Inc.


'Court'                      the High Court of Justice in England and Wales


'Court Meeting'              the meeting (and any adjournment thereof) of holders of Scheme Shares
                             convened by order of the Court under section 425 of the Companies Act
                             1985 to consider and vote on the Scheme


'Court Order'                the Scheme Court Order and/or the Reduction Court Order, as the case may
                             be


'Daily Official List'        the Daily Official List of the London Stock Exchange


'$'                          the lawful currency of the United States of America


'EC Regulation'              Council Regulation (EC) 139/2004 of 20 January 2004


'Effective Date'             the day on which the Scheme becomes effective in accordance with its
                             terms


'EGM'                        Extraordinary General Meeting of Umbro Shareholders (including any
                             adjournment thereof) to be convened in connection with the Offer


'European Commission'        the executive branch of the European Union created by the Merger Treaty
                             (signed on 8 April 1965) as repealed or replaced by the Amsterdam Treaty
                             1997


'Excluded Shares'            any Umbro Shares beneficially owed by any member of the Nike Group or any
                             Umbro Shares held in treasury by Umbro


'Exeter Brands'              Exeter Brands Group LLC


'The FA' or 'The Football    The Football Association Limited
Association'


'FA Premier League'          The Football Association Premier League


'Implementation Agreement'   the implementation agreement between Nike, Nike Vapor and Umbro dated 23
                             October 2007


'JPMorgan Cazenove'          JPMorgan Cazenove Limited


'Listing Rules'              the listing rules made by the Financial Services Authority under section
                             73A of the Financial Services and Markets Act 2000, as amended from time
                             to time


'London Stock Exchange'      London Stock Exchange plc


'Meetings'                   the Court Meeting and the EGM


'Merrill Lynch'              Merrill Lynch International


'New York Stock Exchange'    NYSE Group, Inc.


'Nike'                       NIKE, Inc.


'Nike Bauer Hockey'          NIKE Bauer Hockey, Inc.


'Nike Vapor'                 NIKE Vapor Ltd.


'Offer'                      the proposed offer by Nike Vapor for the entire issued and to be issued
                             ordinary share capital of Umbro to be implemented by way of the Scheme to
                             be considered at the Court Meeting and the EGM or, should Nike Vapor so
                             elect in its absolute discretion, by way of a takeover offer


'Official List'              the Official List of the UK Listing Authority


'£', 'Sterling', 'pence' or  the lawful currency of the United Kingdom
'p'


'Panel'                      The Panel on Takeovers and Mergers


'Reduction'                  the proposed reduction of capital under section 137 of the Companies Act
                             1985 provided for by the Scheme


'Reduction Court Hearing'    the hearing by the Court of the application to confirm the Reduction


'Reduction Court Order'      the order of the Court, granted at the Reduction Court Hearing,
                             confirming the Reduction


'Regulatory Information      any of the services set out in Appendix III to the Listing Rules
Service'


'Relevant Authority'         any central bank, ministry, governmental, quasi-governmental (including
                             the European Union), supranational, statutory, regulatory, administrative
                             or investigative body or authority (including any national or
                             supranational antitrust, competition or merger control authority or
                             similar authority), national, state, municipal or local government
                             (including any subdivision, court, administrative agency or commission or
                             other authority thereof), government department, private body exercising
                             any regulatory, taxing, importing or other authority, court, agency
                             (including trade agency), association, institution or professional or
                             environmental body or (without prejudice to the generality of the
                             foregoing) any other person or body whatsoever in any jurisdiction


'Scheme'                     the scheme of arrangement under section 425 of the Companies Act 1985 to
                             be proposed by Umbro to the Umbro Shareholders in connection with the
                             Offer, with or subject to any modification, addition or condition
                             approved or imposed by the Court and agreed by Umbro and Nike Vapor


'Scheme Court Hearing'       the hearing by the Court of the application to sanction the Scheme


'Scheme Court Order'         the order of the Court, granted at the Scheme Court Hearing, sanctioning
                             the Scheme under section 425 of the Companies Act 1985


'Scheme Document' or 'Scheme the document to be addressed to, among others, Umbro Shareholders
Documentation'               containing, among other things, the Scheme, and the notices of the
                             Meetings


'Scheme Shareholders'        holders of Scheme Shares


'Scheme Shares'              the Umbro Shares: (a) in issue at the date of the Scheme; (b) (if any)
                             issued after the date of the Scheme and prior to the voting record time
                             in respect of the Court Meeting; and (c) (if any) issued on or after the
                             voting record time in respect of the Court Meeting and at or prior to the
                             record time for the Reduction in respect of which the original or any
                             subsequent holders thereof are bound by the Scheme or in respect of which
                             the holder thereof shall have agreed in writing to be bound by the
                             Scheme, in each case other than the Excluded Shares (if any)


'Special Resolution'         the special resolution to approve, among other things, the cancellation
                             of the entire issued share capital of Umbro, the alteration of Umbro's
                             articles of association and such other matters as may be necessary to
                             implement the Scheme and the delisting of Umbro Shares


'Superior Proposal'          a bona fide Competing Proposal which the directors of Umbro consider,
                             acting in good faith and after consultation with their legal and
                             financial advisers, is able to be announced pursuant to its terms taking
                             into account all financial, regulatory and other aspects of the proposal
                             (including the ability of the proposing party to consumate the
                             transactions contemplated by such proposal) and which, if consummated,
                             would be superior to the Offer to Umbro Shareholders and which the
                             directors of Umbro are therefore minded to recommend


'Total Wholesale Equivalent  the sum of Umbro's buy/sell turnover and the wholesale value of its
Sales'                       licensees' sales upon which Umbro receives royalties


'UK' or 'United Kingdom'     the United Kingdom of Great Britain and Northern Ireland


'UK Listing Authority'       the Financial Services Authority acting in its capacity as the competent
                             authority for the purposes of Part VI of the Financial Services and
                             Markets Act 2000


'Umbro' or 'Umbro Group'     Umbro plc


'Umbro Board'                the board of directors of Umbro plc


'Umbro Shareholders'         holders of Umbro Shares


'Umbro Shares'               ordinary shares of 1 pence each in the capital of Umbro


'Umbro Share Schemes'        the Umbro Approved Save-As-You-Earn Share Option Scheme 2004 and the
                             Umbro Long Term Incentive Plan 2004


'United States', 'US' or '   the United States of America, its territories and possessions, any state
USA'                         of the United States of America and the District of Columbia


'US Exchange Act'            the US Securities Exchange Act of 1934, as amended


'wider Nike Group'           Nike and the subsidiary undertakings and associated undertakings of Nike
                             and any other body corporate, partnership, joint venture or person in
                             which Nike and such undertakings (aggregating their interests) have a
                             direct or indirect interest of 20 per cent. or more of the voting or
                             equity capital or the equivalent


'wider Umbro Group'          Umbro and the subsidiary undertakings and associated undertakings of
                             Umbro and any other body corporate, partnership, joint venture or person
                             in which Umbro and such undertakings (aggregating their interests) have a
                             direct or indirect interest of 20 per cent. or more of the voting or
                             equity capital or the equivalent





All times referred to are London time unless otherwise stated.



For the purposes of this announcement, 'subsidiary undertaking', 'associated
undertaking' and 'undertaking' have the meanings given by the Companies Act
2006.






                      This information is provided by RNS
            The company news service from the London Stock Exchange END

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