Further re: EGM - Amend
Tottenham Hotspur PLC
20 January 2004
REPLACEMENT
TOTTENHAM HOTSPUR PLC
('Company')
Further Re: EGM
This announcement replaces announcement 4085U released at 18.10 on 19 January
2004. The only change to the announcement is that the reference to the circular
to shareholders dated 22 December 2002 should be a reference dated 24 September
2002. The rest of the announcement remains unchanged and the full text is set
out below.
Following representations made to the Panel on Takeovers and Mergers ('Panel'),
the Company wishes two clarify to aspects of the circular dated 23 December 2003
('Circular'):
1. As disclosed by the Company in a circular to shareholders
dated 24 September 2002, in an agreement dated 20 December 2000 between Amshold
Limited (1), A M Sugar (2), ENIC Sports Limited (3) and ENIC Limited (4) ('
Agreement'), it was provided, inter alia, that until 28 February 2004, ENIC
Sports Limited would have a pre-emptive right to acquire any shares in the
Company proposed to be sold by Amshold Limited (other than the first 500,000
shares proposed to be sold) on the same terms as the proposed purchaser of the
shares. The right has never been exercised by ENIC Sports Limited.
The Panel has determined that neither the Agreement nor the right of pre-emption
nor an allocation of seats to which Mr. Sugar is entitled in a separate
agreement with the Company prevent Amshold Limited from voting on any of the
resolutions to be proposed at the extraordinary general meeting of the Company
convened for 10.00 a.m. on 21 January 2004 ('EGM'), including the two
resolutions proposed in connection with waivers of the obligation that may
otherwise arise for ENIC Sports Limited to make a general offer for the voting
shares in the Company under Rule 9 of the City Code on Takeovers and Mergers ('
Code') as a result of the acquisition by ENIC Sports Limited of convertible
redeemable preference shares in the capital of the Company pursuant to the Share
Offers (as such term is defined in the Circular) ('Waivers').
2. To avoid perceived conflicts of interest, following discussions with
the Panel the board of the Company has determined that for the issue of the
Waivers only, Mr. Paul Kemsley shall not be treated as an independent director.
This perceived conflict of interest arises from unconnected business dealings
between Mr. Kemsley, Mr. Levy and the ultimate shareholders of ENIC Limited.
Notwithstanding the above, the recommendation of the remaining independent
directors (David Pleat and David Buchler) remains as set out in the Circular.
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