27th Feb 2007 07:05
Sports Direct International PLC27 February 2007 Sports Direct International plc - Offer Price27 February 2007 Not for release, publication or distribution directly or indirectly in or into,Australia, Canada, Japan or the United States This announcement is an advertisement and not a prospectus and investors shouldnot subscribe for or purchase any shares referred to in this announcement excepton the basis of information in the prospectus to be published by Sports DirectInternational plc (the "Company") today in connection with a proposed offer toinstitutional investors (the "Offer") of ordinary shares in the capital of theCompany (the "Ordinary Shares"). Copies of the prospectus will, followingpublication, be available from the Company's registered office. Sports Direct International plc Offer Price of 300 pence per Ordinary Share and Market Capitalisation of £2,160 million((1)) Sports Direct International plc ("Sports Direct" or the "Group") today announcesthat the offer price of the Ordinary Shares to be issued under the Offer (the "Offer Price") has been set at 300 pence per Ordinary Share, resulting in amarket capitalisation of £2,160 million. Following a roadshow in the UK, Continental Europe and the US, the OrdinaryShares have been placed with a broad range of institutional shareholders. Theorder book was more than 2.7 times subscribed at the Offer Price on the baseissue size. Conditional dealing will commence on the London Stock Exchange at 8:00am todayunder the ticker symbol SPD. Listing and commencement of unconditional dealingsis expected to take place at 8:00am on 2 March 2007. Sports Direct has granted an over-allotment option (the "Over-allotment Option")to Merrill Lynch International in connection with the Offer which may result inthe issue of additional Ordinary Shares at the Offer Price. Dave Forsey, chief executive of Sports Direct, said: "We have enjoyed tellinginvestors about the success of Sports Direct and are delighted that so many ofthem have chosen to take part in the Offer. This is demonstrated by the qualityof the shareholder register. Sports Direct is an exciting and dynamic business.The management team will continue to focus on delivering the growth in both ourretail and brands businesses that we have outlined in the prospectus." Summary of the Offer - Offer Price per Ordinary Share 300 pence - Number of Ordinary Shares in the Offer((2)) (the "Base Offer") 309.6 million - Percentage of enlarged issued share capital in the Base Offer 43 per cent - Over-allotment Option 15 per cent of the Base Offer - Gross proceeds from the Base Offer(2) £928.8 million - Gross proceeds post exercise of the Over-allotment Option ((3)) £1,068.1 million Prior to any exercise of the Over-allotment Option, Mike Ashley will own 57 percent of the Group following the Offer. He has committed, subject to certainexceptions, not to sell any of his remaining holding for two years. Merrill Lynch International is sole global co-ordinator, bookrunner and sponsorto the listing. Citigroup and Credit Suisse are joint lead managers. Enquiries: Merrill Lynch InternationalRupert Hume KendallManaging DirectorChairman of Equity Capital Markets Simon Mackenzie-SmithManaging DirectorHead of UK Investment Banking Tel: +44 (0)20-7628-1000 TulchanSusanna VoyleKirstie Hamilton Tel: +44(0)20-7353-4200 Notes to editors: - Sports Direct is the UK's leading sports retailer by revenue andoperating profit. As at 1 February 2007, the Group operated from 465 stores, ofwhich 408 were located in the UK under a variety of fascias, including SportsWorld, Sports Direct, Original Shoe Company and Lillywhites. Internationally,the Group currently has stores in Belgium, Ireland, the Netherlands and Slovenia - The Group also owns a portfolio of internationally recognised sportsand leisure brands, including Donnay, Dunlop, Kangol, Karrimor, Lonsdale andSlazenger, which are sold in its own stores and through third-party retailersand licensees - The Group's successful business model - leveraging Sports Direct'sretail and brand expertise to enhance margins and cash flow - has been a keycontributor to its rapid growth - Strategic add-on acquisitions - including Hargreaves, Gilesports andStreetwise and the stand-alone Original Shoe Company chain - have contributed tothe development of Sports Direct as one of the largest sports retailers inEurope - Sports Direct targets a broad customer base and differentiates itselffrom its competitors through its reputation as a price leader in the sportsretail sector - In the year to April 2006, the Group generated earnings beforeinterest, tax, depreciation and amortisation of £145.1m((4)), from revenue of£1,189.2m The contents of this announcement, which have been prepared by and are the soleresponsibility of Sports Direct International plc, have been approved solely forthe purposes of section 21(2)(b) of the Financial Services and Markets Act 2000by Merrill Lynch International of Merrill Lynch Financial Centre, 2 King EdwardStreet, London EC1A 1HQ. Merrill Lynch International, Citigroup and CreditSuisse are acting exclusively for Sports Direct and no one else in connectionwith the Offer. They will not regard any other person (whether or not arecipient of this announcement) as their client and will not be responsible toanyone other than Sports Direct for providing the protections afforded to theirrespective clients nor for giving advice in relation to the Offer, the contentsof this announcement or any transaction or arrangement referred to herein. This announcement may not be distributed, directly or indirectly, in or intoAustralia, Canada, Japan or the United States. This announcement does notconstitute or form part of an offer to sell or issue, or any solicitation of anoffer to buy or subscribe for, any securities referred to herein. The Offer andthe distribution of this announcement and other information in connection withthe Offer in certain jurisdictions may be restricted by law and persons intowhose possession any document or other information referred to herein comesshould inform themselves about and observe any such restriction. Any failure tocomply with these restrictions may constitute a violation of the securities lawsof any such jurisdiction. The securities mentioned herein have not been, and will not be, registered underthe US Securities Act of 1933 (the "Securities Act"), and may not be offered orsold in the United States (as such term is defined in Regulation S under theSecurities Act) unless they are registered under the Securities Act or pursuantto an exemption from registration. No public offer of the Shares is being madein the United States. The price and value of securities may go up as well as down. Persons needingadvice should contact a professional adviser. This announcement includes statements that are, or may be deemed to be, "forward-looking statements". These forward-looking statements can be identifiedby the use of forward-looking terminology, including the terms "believes", "expects", "intends", "may", "will", "continue" or "should" or, in each case,their negative or other variations or comparable terminology. Theseforward-looking statements include matters that are not historical facts andinclude statements regarding the company's intentions, beliefs or currentexpectations concerning, among other things, Sports Direct's results ofoperations, financial condition, liquidity, prospects, growth, strategies andthe outlook on the sports retail industry. By their nature, forward-looking statements involve risk and uncertainty becausethey relate to future events and circumstances. A number of factors could causeactual results and developments to differ materially from those expressed orimplied by the forward-looking statements including, without limitation, thefactors to be described in the risk factors section of the prospectus, and thefactors to be described in the financial review and prospects section of theprospectus. Forward-looking statements may and often do differ materially from actualresults. Any forward-looking statements in this announcement reflect SportsDirect's view with respect to future events as at the date of this announcementand are subject to risks relating to future events and other risks,uncertainties and assumptions relating to Sports Direct's operations, results ofoperations, growth strategy and liquidity. Save as required by law or by theListing Rules of the Financial Services Authority, Sports Direct undertakes noobligation publicly to release the results of any revisions to anyforward-looking statements in this announcement that may occur due to any changein its expectations or to reflect events or circumstances after the date of thisannouncement. Information in this announcement or any of the documents relating to the Offercannot be relied upon as a guide to future performance. -------------------------- ((1)) Based on 720.0 million Ordinary Shares in issue ((2)) Pre-exercise of the Over-allotment Option ((3)) Assuming Over-allotment Option is exercised in full ((4)) Pre-exceptional items and including income from associates This information is provided by RNS The company news service from the London Stock ExchangeRelated Shares:
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