Offer for Tottenham Hotspur
ENIC Limited
07 June 2007
Not for release, publication or distribution, in whole or in part, in, into or
from the United States, Canada, Australia or Japan or any other jurisdiction
where it would be unlawful to do so.
PRESS ANNOUNCEMENT
FOR IMMEDIATE RELEASE
7 June 2007
CASH OFFERS
by
ENIC INTERNATIONAL LTD
for
TOTTENHAM HOTSPUR PLC
Summary
- ENIC International announces that it has today entered into an agreement
with Amshold under which ENIC International has been granted a call option
exercisable on 2 July 2007 to purchase from Amshold 13,646,026 Tottenham
Hotspur Ordinary Shares and 5,358 Tottenham Hotspur Preference Shares for a
total cash consideration of £25 million, representing a price of 113.6
pence per Tottenham Hotspur Ordinary Share and £1,773.77 per Tottenham
Hotspur Preference Share. If ENIC International does not exercise its
option on 2 July 2007, Amshold has been granted a put option exercisable on
3 July 2007 to require ENIC International to purchase those Tottenham
Hotspur Shares on the same terms as those of the call option set out above.
- In accordance with the provisions of Rule 9 of the City Code, ENIC
International further announces the terms of mandatory cash offers to be
made for all of the issued and to be issued Tottenham Hotspur Ordinary
Shares and Tottenham Hotspur Preference Shares, other than those Tottenham
Hotspur Shares which are already held by it or in which it is interested
under the terms of the Amshold Transaction.
- The Offers will be 113.6 pence in cash for each Tottenham Hotspur Ordinary
Share and £1,773.77 in cash for each Tottenham Hotspur Preference Share.
- In aggregate, the Offers value the existing issued Tottenham Hotspur
Ordinary Shares and Tottenham Hotspur Preference Shares at approximately
£209.5 million, based on the Offer Price for each class of Tottenham
Hotspur Shares.
- The Ordinary Offer will, when made, be conditional only upon valid
acceptances being received (and not, where permitted, withdrawn) in respect
of such number of Tottenham Hotspur Ordinary Shares which, together with
the Tottenham Hotspur Ordinary Shares currently held by ENIC International
or acquired under the Amshold Transaction and any further Tottenham Hotspur
Ordinary Shares acquired or agreed to be acquired during the Offer Period,
will result in ENIC International (together with any person acting in
concert with ENIC International) holding Tottenham Hotspur Ordinary Shares
carrying more than 50 per cent. of the voting rights of Tottenham Hotspur.
- The Preference Offer will, when made, be unconditional.
Commenting on the Offers, the board of ENIC International made the following
statement:
'Tottenham Hotspur has made significant progress in the six years since the ENIC
Group first became a shareholder and we believe its future prospects are
encouraging. ENIC International has now taken the opportunity to increase its
shareholding in Tottenham Hotspur, taking it from 54 per cent. to 66 per cent.
on a fully diluted basis, as a sign of its long term confidence in the club and
to provide ongoing stability to the club. Although the agreement with Amshold
has triggered offers under Rule 9 of the City Code, it is our current
expectation that Tottenham Hotspur's AIM listing will be maintained.'
This summary should be read in conjunction with the full text of the following
announcement which sets out further details of the Offers. The Offers are
subject to the terms and conditions set out in Appendix I and to the full terms
and conditions which will be set out in the Offer Document, which will be posted
to Tottenham Hotspur Shareholders in due course.
Certain terms used in this summary and the following announcement are defined in
Appendix III to the announcement.
Enquiries:
Holborn PR (PR Adviser to ENIC) Tel: 020 7929 5599
Trevor Phillips 07889 153628
Kaupthing Limited (Financial Adviser to ENIC) Tel: 020 3205 5000
Jos Trusted
Cameron Jack
Kaupthing Limited, which is authorised and regulated in the United Kingdom by
the Financial Services Authority, is acting exclusively for ENIC International
and no-one else in relation to the Offers and will not be responsible to anyone
other than ENIC International for providing the protections afforded to clients
of Kaupthing Limited or for providing advice in relation to the Offers or in
relation to the contents of this announcement or any transaction or arrangement
referred to herein.
This announcement is not intended to and does not constitute, or form part of,
an offer or an invitation to purchase or sell Tottenham Hotspur Ordinary Shares
or Tottenham Hotspur Preference Shares or any other securities pursuant to the
Offers or otherwise. The Offers will be made solely by the Offer Document and
the forms of acceptance, which will contain the full terms and conditions of the
Offers, including details of how they may be accepted, and which will be posted
to Tottenham Hotspur Shareholders in due course.
The availability of the Offers to persons not resident in the United Kingdom may
be affected by the laws of the relevant jurisdictions. Persons who are not
resident in the United Kingdom, or who are subject to the laws of any
jurisdiction other than the United Kingdom, should inform themselves about and
observe any applicable requirements. Further details in relation to overseas
shareholders will be contained in the Offer Document.
The Offers will not be made, directly or indirectly, in or into the United
States or by use of the mails of, or by any means or instrumentality (including,
without limitation, facsimile or other electronic transmission, telex or
telephone) of inter-state or foreign commerce of, or any facility of, a
national, state or other securities exchange of, the United States, nor will it
be made directly or indirectly in or into Canada, Australia or Japan and the
Offers cannot be accepted by any such use, means, instrumentality or facility or
from within the United States, Canada, Australia or Japan or any other such
jurisdiction if to do so would constitute a violation of the relevant laws of
such jurisdiction. Accordingly, copies of this announcement, the Offer Document
and the forms of acceptance are not being, will not be and must not be mailed or
otherwise forwarded, distributed or sent in, into or from the United States,
Canada, Australia or Japan or any other such jurisdiction if to do so would
constitute a violation of the relevant laws of such jurisdiction and persons
receiving this press announcement, the Offer Document and the forms of
acceptance (including without limitation custodians, nominees and trustees) must
not mail, forward, distribute or send them in, into or from the United States,
Canada, Australia or Japan or any other such jurisdiction if to do so would
constitute a violation of the relevant laws of such jurisdiction. Doing so may
render invalid any purported acceptance of the Offers.
This announcement has been prepared in accordance with English law, the City
Code and the AIM Rules and information disclosed may not be the same as that
which would have been prepared in accordance with the law of jurisdictions
outside England. The Offers will be subject to the applicable rules and
regulations of the Financial Services Authority, the London Stock Exchange and
the City Code.
This announcement may contain certain forward-looking statements with respect to
the financial condition, results of operations and business of Tottenham Hotspur
and the Tottenham Hotspur Group. These forward-looking statements can be
identified by the fact that they do not relate only to historical or current
facts. Forward-looking statements often use words such as 'anticipate',
'target', 'expect', 'estimate', 'intend', 'plan', 'goal', 'believe', 'will',
'may', 'should', 'would', 'could' or other words of similar meaning. By their
nature, forward-looking statements involve risks and uncertainties that could
cause actual results and developments to differ materially from those expressed
in or implied by such forward-looking statements. Many of these risks and
uncertainties relate to factors that are beyond ENIC International's abilities
to control or estimate precisely, such as future market conditions and the
behaviours of other market participants, and therefore undue reliance should not
be placed on such statements. Should one or more of these risks or
uncertainties materialise, or should underlying assumptions prove incorrect,
actual results may vary materially from those described in this document. ENIC
International assumes no obligation and does not intend to update or correct
these forward-looking statements, except as required pursuant to applicable law.
Nothing in this announcement is intended, or is to be construed, as a forecast,
projection or estimate of the future financial performance of either ENIC
International or Tottenham Hotspur.
The directors of ENIC International accept responsibility for the information
contained in this announcement, save that the only responsibility accepted by
them in respect of the information in this document relating to Tottenham
Hotspur (including, without limitation, the information set out in paragraph 4
of the full announcement below), which has been compiled from published sources,
is to ensure that such information has been correctly and fairly reproduced and
presented. To the best of the knowledge and belief of the directors of ENIC
International (who have taken all reasonable care to ensure that such is the
case), the information contained in this document for which they accept
responsibility is in accordance with the facts and does not omit anything likely
to affect the import of such information.
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 Tottenham Hotspur, all 'dealings' in any 'relevant
securities' of Tottenham Hotspur (including by means of an option in respect of,
or a derivative referenced to, any such 'relevant securities') must be publicly
disclosed by no later than 3.30 pm (London time) on the London business day
following the date of the relevant transaction. This requirement will continue
until the date on which the Ordinary Offer becomes unconditional as to
acceptances, lapses or is otherwise withdrawn or on which the 'offer period'
otherwise ends. If two or more persons act together pursuant to an agreement or
understanding, whether formal or informal, to acquire an 'interest' in 'relevant
securities' of Tottenham Hotspur, 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 Tottenham Hotspur by ENIC International, or by any of its
'associates', must be disclosed by no later than 12.00 noon (London time) on the
London business day following the date of the relevant transaction.
A disclosure table, giving details of the companies in whose 'relevant
securities' 'dealings' should be disclosed, and the number of such securities in
issue, can be found on the Takeover Panel's website at
www.thetakeoverpanel.org.uk.
'Interests in securities' arise, in summary, when a person has long economic
exposure, whether conditional or absolute, to changes in the price of
securities. In particular, a person will be treated as having an 'interest' by
virtue of the ownership or control of securities, or by virtue of any option in
respect of, or derivative referenced to, securities.
Terms in quotation marks are defined in the City Code, which can also be found
on the Panel's website. If you are in any doubt as to whether or not you are
required to disclose a 'dealing' under Rule 8, you should consult the Panel.
Not for release, publication or distribution, in whole or in part, in, into or
from the United States, Canada, Australia or Japan or any other jurisdiction
where it would be unlawful to do so.
PRESS ANNOUNCEMENT
FOR IMMEDIATE RELEASE
7 June 2007
CASH OFFERS
by
ENIC INTERNATIONAL LTD
for
TOTTENHAM HOTSPUR PLC
1. Introduction
ENIC International announces that it has today entered into an agreement with
Amshold under which ENIC International has been granted a call option
exercisable on 2 July 2007 to purchase from Amshold 13,646,026 Tottenham Hotspur
Ordinary Shares and 5,358 Tottenham Hotspur Preference Shares for a total cash
consideration of £25 million, representing a price of 113.6 pence per Tottenham
Hotspur Ordinary Share and £1,773.77 per Tottenham Hotspur Preference Share. If
ENIC International does not exercise its option on 2 July 2007, Amshold has been
granted a put option exercisable on 3 July 2007 to require ENIC International to
purchase those Tottenham Hotspur Shares on the same terms as those of the call
option set out above.
As a result of this transaction, ENIC International has increased its interest
in Tottenham Hotspur to 44,052,675 Tottenham Hotspur Ordinary Shares and 49,563
Tottenham Hotspur Preference Shares, which following completion of the Amshold
Transaction will represent 65.9 per cent. of the voting rights of Tottenham
Hotspur assuming full conversion of all the Tottenham Hotspur Preference Shares
presently in issue. Excluding the impact of any conversion of Tottenham Hotspur
Preference Shares, ENIC International's interest in Tottenham Hotspur has
increased from 32.8 per cent. to 47.6 per cent. of the voting rights of
Tottenham Hotspur.
In accordance with the provisions of Rule 9 of the City Code, ENIC International
further announces the terms of mandatory cash offers to be made for all the
issued and to be issued Tottenham Hotspur Ordinary Shares and Tottenham Hotspur
Preference Shares, other than those Tottenham Hotspur Shares which are already
held by it or in which it is interested under the terms of the Amshold
Transaction.
2. The Offers
ENIC International will offer to acquire, on the terms and subject to the
conditions set out below and in Appendix I to this announcement, and to be set
out in full in the Offer Document and the accompanying forms of acceptance, all
the issued and to be issued Tottenham Hotspur Ordinary Shares and Tottenham
Hotspur Preference Shares.
The Offers will be made on the following basis:
for each Tottenham Hotspur Ordinary Share 113.6 pence in cash
for each Tottenham Hotspur Preference Share £1,773.77 in cash
In aggregate, the Offers value the existing issued Tottenham Hotspur Ordinary
Shares and Tottenham Hotspur Preference Shares at approximately £209.5 million,
based on the Offer Price for each class of Tottenham Hotspur Shares.
The Ordinary Offer will, when made, be conditional only upon valid acceptances
being received (and not, where permitted, withdrawn) in respect of such number
of Tottenham Hotspur Ordinary Shares which, together with the Tottenham Hotspur
Ordinary Shares currently held by ENIC International or acquired under the
Amshold Transaction and any further Tottenham Hotspur Ordinary Shares acquired
or agreed to be acquired during the Offer Period, will result in ENIC
International (together with any person acting in concert with ENIC
International) holding Tottenham Hotspur Ordinary Shares carrying more than 50
per cent. of the voting rights of Tottenham Hotspur.
The Preference Offer will, when made, be unconditional.
The Tottenham Hotspur Shares will be acquired pursuant to the Offers by or on
behalf of ENIC International, fully paid and free from all liens, equities,
mortgages, charges, encumbrances and other third party rights and interests and
together with all rights now or hereafter attaching thereto, including all
voting rights and the right to receive and retain in full all dividends and
other distributions declared, made or paid on or after the date on which the
Offer Document is posted to Tottenham Hotspur Shareholders.
The Offers will extend to all Tottenham Hotspur Ordinary Shares and Tottenham
Hotspur Preference Shares (excluding those held by ENIC International or in
which it is interested under the terms of the Amshold Transaction), including
any further Tottenham Hotspur Ordinary Shares or Tottenham Hotspur Preference
Shares which are unconditionally allotted or issued and fully paid before the
Offers close.
Appendix II contains the sources and bases of certain information contained in
this announcement. Appendix III sets out the meanings of the defined terms used
in this announcement. Appendix IV provides a summary of the main rights
attaching to the Tottenham Hotspur Preference Shares under Tottenham Hotspur's
articles of association.
3. Background to and reasons for the Offers
ENIC International has entered into the Amshold Transaction under which ENIC
International has been granted a call option exercisable on 2 July 2007 to
purchase from Amshold 13,646,026 Tottenham Hotspur Ordinary Shares and 5,358
Tottenham Hotspur Preference Shares for a total cash consideration of £25
million, representing a price of 113.6 pence per Tottenham Hotspur Ordinary
Share and £1,773.77 per Tottenham Hotspur Preference Share. If ENIC
International does not exercise its option on 2 July 2007, Amshold has been
granted a put option exercisable on 3 July 2007 to require ENIC International to
purchase those Tottenham Hotspur Shares on the same terms as those of the call
option set out above.
The Amshold Transaction gives rise to an obligation under Rule 9 of the City
Code for ENIC International to make general offers, at the same prices per
Tottenham Hotspur Share as are applicable to the Amshold Transaction, for all
the Tottenham Hotspur Ordinary Shares and Tottenham Hotspur Preference Shares
excluding those held by ENIC International or in which it is interested under
the terms of the Amshold Transaction.
4. Information on Tottenham Hotspur
Tottenham Hotspur recently reported record results for the first six months of
its financial year to 31 December 2006. Turnover from key operational areas was
higher than in the corresponding period of the previous year. In fact, turnover
for the six months ended 31 December 2006 was higher than Tottenham Hotspur's
annual turnover prior to the new management team coming into the business six
years previously. In the same six month period, Tottenham Hotspur generated an
operating profit of £14.3 million (2005: £4.2 million) before amortisation of
intangible fixed assets. Tottenham Hotspur also generated a profit on disposal
of intangible fixed assets of £15.2 million (2005: £8.3 million), which after
all other football trading brought the profit on ordinary activities before
interest and taxation to £20.9 million in the six months ended 31 December 2006
(2005: £5.8 million).
5. Information on ENIC International
ENIC International, a company incorporated in the Bahamas, is ultimately owned
by the family interests of Joseph Lewis as to 70.6% and the family interests of
Daniel Levy as to 29.4%.
The directors of ENIC International are Bryan Glinton and Jason Callender, who
are both attorneys at law practising in the Bahamas, and Tyler Piercy, who is
employed by Tavistock Inc, a management company controlled by Joseph Lewis. The
issued share capital of ENIC International is held as to 70.6% by Eaton
International Corp. and as to 29.4% by Walburg Holdings Limited and Larkin
Limited. Eaton International Corp. is a company incorporated in the Bahamas
which acts as an investment holding company. Its shares are ultimately held by
a trust of which the beneficiaries are Joseph Lewis and members of his family.
Larkin Limited is the nominee of a discretionary trust of which Daniel Levy's
children (minors) are potential beneficiaries. Walburg Holdings Limited is the
nominee of a discretionary trust for which Daniel Levy and certain members of
his family are potential beneficiaries.
Joseph Charles Lewis, aged 70, is a British citizen and a Bahamian resident. He
has business interests in the UK, in partnership with Daniel Levy, in a textile
company with an annual turnover of less than £5 million and various interests in
commercial and residential properties for both development and investment.
Outside of the UK, he has private equity holdings held as investments in a
number of businesses, particularly in North America, but does not manage any of
those interests. Joseph Lewis does not own or control any declarable holdings
in any company listed on the Official List or traded on AIM.
Daniel Philip Levy, aged 45, is a UK resident. He is Managing Director of ENIC
Group Limited and has investments in a number of private businesses. Daniel
Levy was appointed as a director of Tottenham Hotspur on 20 December 2000 and is
its executive chairman.
6. Intentions regarding Tottenham Hotspur, its business, its employees
and its AIM listing
ENIC International considers that Tottenham Hotspur has made significant
progress since the original investment by the ENIC Group in February 2001 and
more particularly since the ENIC Group underwrote the issue of the Preference
Shares in January 2003. ENIC International further believes that the future
prospects for Tottenham Hotspur are encouraging and is increasing its existing
shareholding in Tottenham Hotspur as a sign of its long-term confidence and to
provide ongoing stability to the club. ENIC International fully intends to
continue to support the board of Tottenham Hotspur in its ambitions for the
club.
ENIC International confirms that its current intention is that the existing
rights, including pension and employment rights, of the management and employees
of Tottenham Hotspur and its subsidiaries will not be affected by the Offers.
It is ENIC International's expectation that Tottenham Hotspur's AIM listing will
be maintained, unless it acquires sufficient Tottenham Hotspur Shares to enable
it to exercise any rights which may arise, pursuant to the provisions of
sections 974 to 991 (inclusive) of the Companies Act 2006, to acquire
compulsorily any outstanding Tottenham Hotspur Ordinary Shares or Tottenham
Hotspur Preference Shares. If ENIC International does acquire sufficient
Tottenham Hotspur Shares, it would intend to exercise those rights of compulsory
acquisition.
7. Financing of the Offers
ENIC International has entered into a committed repurchase standby facility with
Kaupthing Singer & Friedlander for the purpose of financing a proportion of the
cash consideration payable on completion of the Amshold Transaction and on
acceptances of the Offers. Under the terms of this facility, ENIC International
would transfer Tottenham Hotspur Ordinary Shares and Tottenham Hotspur
Preference Shares to Kaupthing Singer & Friedlander at agreed prices on terms
that the Tottenham Hotspur Shares will be re-transferred to ENIC International
for the agreed prices, together with an agreed differential. ENIC International
would remain entitled to control the exercise of all voting rights attaching to
the Tottenham Hotspur Shares subject to the facility.
Kaupthing Limited is satisfied that sufficient resources are available to ENIC
International to satisfy the cash consideration payable to Tottenham Hotspur
Ordinary Shareholders and Tottenham Hotspur Preference Shareholders in the event
of full acceptance of the Offers.
Further information on the financing of the Offers will be set out in the Offer
Document.
8. Disclosure of interests in Tottenham Hotspur
Save as otherwise disclosed in this announcement, neither ENIC International nor
any person acting in concert with ENIC International has any interest in, or
right to subscribe for, any relevant securities of Tottenham Hotspur, or any
short positions (whether conditional or absolute and whether in the money or
otherwise), including any short position under a derivative, any agreement to
sell or any delivery obligation or right to require another person to purchase
or take delivery. Neither ENIC International nor any of its associates has
procured any irrevocable commitment or letter of intent in respect of any
relevant securities of Tottenham Hotspur. Neither ENIC International nor any
person acting in concert with ENIC International has borrowed or lent any
relevant securities of Tottenham Hotspur (save for any borrowed shares which
have been either on-lent or sold). There are no arrangements of the kind
referred to in Note 6(b) to Rule 8 of the City Code which exist between ENIC
International or any associate of ENIC International and any other person in
relation to any relevant securities of Tottenham Hotspur.
For the purposes of this paragraph 8, the terms 'acting in concert',
'associate', 'interest' and 'relevant securities' have the same meanings as
defined in the City Code.
9. General
In deciding whether or not to accept the Offers in respect of their Tottenham
Hotspur Ordinary Shares or Tottenham Hotspur Preference Shares, Tottenham
Hotspur Shareholders should rely on the information contained in, and follow the
procedures described in, the Offer Document and (in respect of certificated
Tottenham Hotspur Shares) the relevant form of acceptance which will be posted
to Tottenham Hotspur Shareholders in due course (other than to any Tottenham
Hotspur Shareholders with addresses in the United States, Canada, Australia or
Japan).
There are no agreements or arrangements to which ENIC International is a party
which relate to the circumstances in which it may or may not invoke or seek to
invoke a pre-condition or a condition to the Offers.
Enquiries:
Holborn PR (PR Adviser to ENIC) Tel: 020 7929 5599
Trevor Phillips 07889 153628
Kaupthing Limited (Financial Adviser to ENIC) Tel: 020 3205 5000
Jos Trusted
Cameron Jack
Kaupthing Limited, which is authorised and regulated in the United Kingdom by
the Financial Services Authority, is acting exclusively for ENIC International
and no-one else in relation to the Offers and will not be responsible to anyone
other than ENIC International for providing the protections afforded to clients
of Kaupthing Limited or for providing advice in relation to the Offers or in
relation to the contents of this announcement or any transaction or arrangement
referred to herein.
This announcement is not intended to and does not constitute, or form part of,
an offer or an invitation to purchase or sell Tottenham Hotspur Ordinary Shares
or Tottenham Hotspur Preference Shares or any other securities pursuant to the
Offers or otherwise. The Offers will be made solely by the Offer Document and
the forms of acceptance, which will contain the full terms and conditions of the
Offers, including details of how they may be accepted, and which will be posted
to Tottenham Hotspur Shareholders in due course.
The availability of the Offers to persons not resident in the United Kingdom may
be affected by the laws of the relevant jurisdictions. Persons who are not
resident in the United Kingdom, or who are subject to the laws of any
jurisdiction other than the United Kingdom, should inform themselves about and
observe any applicable requirements. Further details in relation to overseas
shareholders will be contained in the Offer Document.
The Offers will not be made, directly or indirectly, in or into the United
States or by use of the mails of, or by any means or instrumentality (including,
without limitation, facsimile or other electronic transmission, telex or
telephone) of inter-state or foreign commerce of, or any facility of, a
national, state or other securities exchange of, the United States, nor will it
be made directly or indirectly in or into Canada, Australia or Japan and the
Offers cannot be accepted by any such use, means, instrumentality or facility or
from within the United States, Canada, Australia or Japan or any other such
jurisdiction if to do so would constitute a violation of the relevant laws of
such jurisdiction. Accordingly, copies of this announcement, the Offer Document
and the forms of acceptance are not being, will not be and must not be mailed or
otherwise forwarded, distributed or sent in, into or from the United States,
Canada, Australia or Japan or any other such jurisdiction if to do so would
constitute a violation of the relevant laws of such jurisdiction and persons
receiving this press announcement, the Offer Document and the forms of
acceptance (including without limitation custodians, nominees and trustees) must
not mail, forward, distribute or send them in, into or from the United States,
Canada, Australia or Japan or any other such jurisdiction if to do so would
constitute a violation of the relevant laws of such jurisdiction. Doing so may
render invalid any purported acceptance of the Offers.
This announcement has been prepared in accordance with English law, the City
Code and the AIM Rules and information disclosed may not be the same as that
which would have been prepared in accordance with the law of jurisdictions
outside England. The Offers will be subject to the applicable rules and
regulations of the Financial Services Authority, the London Stock Exchange and
the City Code.
This announcement may contain certain forward-looking statements with respect to
the financial condition, results of operations and business of Tottenham Hotspur
and the Tottenham Hotspur Group. These forward-looking statements can be
identified by the fact that they do not relate only to historical or current
facts. Forward-looking statements often use words such as 'anticipate',
'target', 'expect', 'estimate', 'intend', 'plan', 'goal', 'believe', 'will',
'may', 'should', 'would', 'could' or other words of similar meaning. By their
nature, forward-looking statements involve risks and uncertainties that could
cause actual results and developments to differ materially from those expressed
in or implied by such forward-looking statements. Many of these risks and
uncertainties relate to factors that are beyond ENIC International's abilities
to control or estimate precisely, such as future market conditions and the
behaviours of other market participants, and therefore undue reliance should not
be placed on such statements. Should one or more of these risks or
uncertainties materialise, or should underlying assumptions prove incorrect,
actual results may vary materially from those described in this document. ENIC
International assumes no obligation and does not intend to update or correct
these forward-looking statements, except as required pursuant to applicable law.
Nothing in this announcement is intended, or is to be construed, as a forecast,
projection or estimate of the future financial performance of either ENIC
International or Tottenham Hotspur.
The directors of ENIC International accept responsibility for the information
contained in this announcement, save that the only responsibility accepted by
them in respect of the information in this document relating to Tottenham
Hotspur (including, without limitation, the information set out in paragraph 4
above), which has been compiled from published sources, is to ensure that such
information has been correctly and fairly reproduced and presented. To the best
of the knowledge and belief of the directors of ENIC International (who have
taken all reasonable care to ensure that such is the case), the information
contained in this document for which they accept responsibility is in accordance
with the facts and does not omit anything likely to affect the import of such
information.
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 Tottenham Hotspur, all 'dealings' in any 'relevant
securities' of Tottenham Hotspur (including by means of an option in respect of,
or a derivative referenced to, any such 'relevant securities') must be publicly
disclosed by no later than 3.30 pm (London time) on the London business day
following the date of the relevant transaction. This requirement will continue
until the date on which the Ordinary Offer becomes unconditional as to
acceptances, lapses or is otherwise withdrawn or on which the 'offer period'
otherwise ends. If two or more persons act together pursuant to an agreement or
understanding, whether formal or informal, to acquire an 'interest' in 'relevant
securities' of Tottenham Hotspur, 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 Tottenham Hotspur by ENIC International, or by any of its '
associates', must be disclosed by no later than 12.00 noon (London time) on the
London business day following the date of the relevant transaction.
A disclosure table, giving details of the companies in whose 'relevant
securities' 'dealings' should be disclosed, and the number of such securities in
issue, can be found on the Takeover Panel's website at
www.thetakeoverpanel.org.uk.
'Interests in securities' arise, in summary, when a person has long economic
exposure, whether conditional or absolute, to changes in the price of
securities. In particular, a person will be treated as having an 'interest' by
virtue of the ownership or control of securities, or by virtue of any option in
respect of, or derivative referenced to, securities.
Terms in quotation marks are defined in the City Code, which can also be found
on the Panel's website. If you are in any doubt as to whether or not you are
required to disclose a 'dealing' under Rule 8, you should consult the Panel.
Appendix I
Conditions and certain further terms of the Offers
1. Conditions of the Offers
The Ordinary Offer will, when made, be conditional only upon valid acceptances
being received (and not, where permitted, withdrawn) by not later than 1.00 p.m.
(London time) on the first closing date of the Offers in respect of such number
of Tottenham Hotspur Ordinary Shares which, together with the Tottenham Hotspur
Ordinary Shares currently held by ENIC International or acquired under the
Amshold Transaction and any further Tottenham Hotspur Ordinary Shares acquired
or agreed to be acquired during the Offer Period, will result in ENIC
International (together with any person acting in concert with ENIC
International) holding Tottenham Hotspur Ordinary Shares carrying more than 50
per cent. of the voting rights of Tottenham Hotspur.
The Preference Offer will, when made, be unconditional.
2. Certain further terms of the Offers
The Ordinary Offer will extend to all existing issued Tottenham Hotspur Ordinary
Shares excluding those held by ENIC International or in which it is interested
under the Amshold Transaction and including any further Tottenham Hotspur
Ordinary Shares which are unconditionally allotted or issued and fully paid
(other than to ENIC International) or which arise on conversion of the Tottenham
Hotspur Preference Shares (other than those held by ENIC International or in
which it is interested under the Amshold Transaction) before the Ordinary Offer
closes. The Preference Offer will extend to all existing issued Tottenham
Hotspur Preference Shares not already held by ENIC International or in which it
is interested under the Amshold Transaction, so far as not converted or redeemed
in accordance with Tottenham Hotspur's articles of association before the
Preference Offer closes.
The Tottenham Hotspur Ordinary Shares and Tottenham Hotspur Preference Shares
which are the subject of the Offers will be acquired, fully paid, free from all
liens, charges, encumbrances, rights of pre-emption and any other third party
rights of any nature whatsoever and together with all rights now or hereafter
attaching thereto, including the right to receive and retain in full all
dividends and other distributions, if any, declared, made or paid on or after
the date on which the Offer Document is posted to Tottenham Hotspur
Shareholders.
The Offers will lapse if the acquisition of Tottenham Hotspur by ENIC
International is referred to the Competition Commission before the later of 1.00
pm (London time) on the first closing date of the Offers and the date on which
the Ordinary Offer becomes or is declared unconditional as to acceptances.
If the Offers lapse they will cease to be capable of further acceptance.
Tottenham Hotspur Shareholders who have accepted the Ordinary Offer or the
Preference Offer and ENIC International shall then cease to be bound by
acceptances delivered on or before the date on which the Offers lapse.
The Offers will comply with the rules of AIM and the provisions of the City
Code. The Offers and any acceptances under them will be governed by English law
and be subject to the jurisdiction of the courts of England.
ENIC International reserves the right at its absolute discretion to offer
Tottenham Hotspur Ordinary Shareholders and/or Tottenham Hotspur Preference
Shareholders a loan note alternative as part of the terms of the Offers.
The Offers will be made on the terms and will be subject, inter alia, to the
conditions which are set out in this Appendix I and those terms which will be
set out in the Offer Document.
Appendix II
Sources and bases of information
Information about Tottenham Hotspur has been compiled from published sources.
Unless otherwise stated:
(a) the value placed by the Offers on the existing issued ordinary and
preference share capital of Tottenham Hotspur and other statements made by
reference to the existing issued share capital of Tottenham Hotspur are
based upon 92,618,119 Ordinary Shares and 58,800 Preference Shares in
issue; and
(b) financial information relating to Tottenham Hotspur has been extracted or
derived without material adjustment from the relevant audited annual
accounts and unaudited interim results.
Appendix III
Definitions
The following definitions apply throughout this announcement unless the context
requires otherwise:
'AIM' the AIM Market of the London Stock Exchange;
'Amshold' Amshold Limited, a company incorporated in Jersey under no. FC016893;
'Amshold Transaction' the transaction effected by the agreement dated today and made between
Amshold and ENIC International whereby ENIC International has a call
option to purchase on 2 July 2007 from Amshold 13,646,026 Tottenham
Hotspur Ordinary Shares and 5,358 Tottenham Hotspur Preference Shares
and (failing exercise of such option) Amshold has an option to require
ENIC International to purchase those Tottenham Hotspur Shares on 3 July
2007;
'Canada' Canada, its provinces, territories and all areas subject to its
jurisdiction and any political sub-division thereof;
'City Code' the City Code on Takeovers and Mergers;
'Companies Act 2006' the Companies Act 2006, as amended;
'Concert Party' or 'acting in a group acting together in a takeover situation as defined in the City
concert' Code;
'Daily Official List' the daily official list of the London Stock Exchange;
'ENIC Group' ENIC International and any of its subsidiary undertakings;
'ENIC International' or 'the ENIC International Ltd, a company incorporated in the Bahamas with
Offeror' company number 117549(B);
'Financial Services Authority' the Financial Services Authority of the UK in its capacity as the
competent authority for the purposes of Part VI of the Financial
Services and Markets Act 2000 (as amended);
'Japan' Japan, its cities, prefectures, territories and possessions;
'Kaupthing Singer & Friedlander' Kaupthing Singer & Friedlander Limited;
'London Stock Exchange' the London Stock Exchange Plc;
'Offer Document' the formal document to be sent to Tottenham Hotspur Shareholders setting
out the full terms of the Offers;
'Offer Period' the period commencing on (and including) the date of this announcement
and ending on whichever of the following dates shall be the latest: (i)
the first closing date of the Offers; (ii) the date on which the
Ordinary Offer lapses or is withdrawn; and (iii) the date on which the
Ordinary Offer becomes or is declared unconditional as to acceptances;
'Offer Price' 113.6 pence per Tottenham Hotspur Ordinary Share and/or £1,773.77 per
Tottenham Hotspur Preference Share;
'Offers' the Ordinary Offer and the Preference Offer;
'Official List' the Official List of the United Kingdom Listing Authority;
'Ordinary Offer' the mandatory cash offer by ENIC International to acquire the Tottenham
Hotspur Ordinary Shares other than those held by ENIC International or
in which ENIC International is interested under the Amshold Transaction
on the terms set out in the Offer Document including, where the context
requires, any subsequent revision, variation, extension or renewal of
such offer;
'Panel' the Panel on Takeovers and Mergers;
'Preference Offer' the mandatory cash offer by ENIC International to acquire the Tottenham
Hotspur Preference Shares other than those held by ENIC International
or in which ENIC International is interested under the Amshold
Transaction on the terms set out in the Offer Document including, where
the context requires, any subsequent revision, variation, extension or
renewal of such offer;
'subsidiary' and 'subsidiary have the meanings given by the UK Companies Act 1985;
undertakings'
'Tottenham Hotspur' Tottenham Hotspur Plc registered in England and Wales under registered
number 1706358;
'Tottenham Hotspur Group' Tottenham Hotspur and any of its subsidiary undertakings;
'Tottenham Hotspur Ordinary holders of Tottenham Hotspur Ordinary Shares;
Shareholders'
'Tottenham Hotspur Ordinary the existing issued or unconditionally allotted and fully paid (or
Shares' credited as fully paid) ordinary shares of 5p each in the capital of
Tottenham Hotspur and any further ordinary shares of 5p each which are
unconditionally allotted or issued fully paid (or credited as fully
paid) or which arise on conversion of the Tottenham Hotspur Preference
Shares on or prior to the date on which the Ordinary Offer closes;
'Tottenham Hotspur Preference holders of Tottenham Hotspur Preference Shares;
Shareholders'
'Tottenham Hotspur Preference the existing issued or unconditionally allotted and fully paid (or
Shares' credited as fully paid) convertible redeemable preference shares of
£78.10 each in the capital of Tottenham Hotspur so far as not converted
or redeemed in accordance with Tottenham Hotspur's articles of
association on or prior to the date on which the Preference Offer
closes;
'Tottenham Hotspur Shareholders' holders of Tottenham Hotspur Shares;
'Tottenham Hotspur Shares' Tottenham Hotspur Ordinary Shares and/or Tottenham Hotspur Preference
Shares, as the context requires;
'United Kingdom' or 'UK' the United Kingdom of Great Britain and Northern Ireland; and
'United States' the United States of America, its territories or possessions, any state
of the United States of America, the District of Columbia and all other
areas subject to its jurisdiction.
Appendix IV
Rights of Tottenham Hotspur Preference Shares
The key terms of the Tottenham Hotspur Preference Shares are as follows:-
(a) No dividend is payable until 31 October 2007 (in respect of the period from
the third anniversary of issue to 30 September 2007) and thereafter
annually on 31 October in respect of each 12 month period to 30
September at a rate of 1 per cent. above the HSBC bank base rate.
(b) On 31 October 2007 and on each 31 October thereafter, the Tottenham Hotspur
Preference Shares will be convertible into Tottenham Hotspur Ordinary
Shares at the election of the Tottenham Hotspur Preference Shareholders at
the rate of 1,562 Tottenham Hotspur Ordinary Shares for each Tottenham
Hotspur Preference Share.
(c) If an offer is made to the Tottenham Hotspur Ordinary Shareholders (or all
such Shareholders other than the offeror and/or any companies controlled by
the offeror and/or any persons acting in concert with the offeror) to
acquire the whole or any part of the issued Tottenham Hotspur Ordinary
Shares and Tottenham Hotspur becomes aware that the right to cast more than
50 per cent. of the votes which may ordinarily be cast on a poll at a
general meeting of Tottenham Hotspur has or will become vested in the
offeror and/or such companies and all persons aforesaid, Tottenham Hotspur
must give written notice to the Tottenham Hotspur Preference Shareholders
within 14 days of it becoming so aware. Each Tottenham Hotspur Preference
Shareholder is then entitled, within the period of 28 days from the date of
the notice, either to convert any or all of his Tottenham Hotspur
Preference Shares into fully paid Tottenham Hotspur Ordinary Shares or to
redeem all or any of his Tottenham Hotspur Preference Shares.
(d) Tottenham Hotspur may serve notice of its wish to redeem all or any of the
Tottenham Hotspur Preference Shares at any time, in which event Preference
Shareholders may elect either to convert or redeem their relevant
proportion of Preference Shares set out in the notice.
(e) On and after the date falling three years from the date of issue, Tottenham
Hotspur Preference Shareholders are entitled to elect to redeem their
Tottenham Hotspur Preference Shares. Once Tottenham Hotspur has received
elections in respect of more than 50 per cent. in number of the Tottenham
Hotspur Preference Shares, but not before, it must redeem all of the
Tottenham Hotspur Preference Shares in three equal annual tranches on a pro
rata basis.
(f) All of the Tottenham Hotspur Preference Shares still in issue will be
redeemed in three equal tranches on a pro rata basis on the 7th,
8th and 9th anniversaries of the date of issue.
(g) The Tottenham Hotspur Preference Shareholders are not entitled, in respect
of their holdings of Tottenham Hotspur Preference Shares, to vote at
general meetings of the company other than in limited circumstances.
This information is provided by RNS
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