Open Offer

Tottenham Hotspur PLC
23 December 2003

Date:    23 December 2003



Enquiries:

Richard Feigen/Jonathan Wright

Seymour Pierce                        Tel: [phone]

Trevor Phillips, Holborn              Tel: [phone]



                             Tottenham Hotspur plc

                        ('Tottenham Hotspur' 'Company')



Tottenham Hotspur announces that it proposes to raise £15 million, before
expenses, by way of Share Offers of 60,000 Convertible Redeemable Preference
Shares. The entire £15 million to be raised under the Share Offers has been
underwritten by ENIC Sports.



An Open Offer of 41,853 Convertible Redeemable Preference Shares is being made
to Qualifying Shareholders on the basis of One Convertible Redeemable Preference
Share for every 2,500 Ordinary Shares held at the close of business on 18
December 2003 ('Record Date') at a price of £250 per share. Qualifying
Shareholders who held less than 2,500 Ordinary Shares on the Record Date ('Small
Shareholders') are nevertheless each entitled to subscribe for one Convertible
Redeemable Preference Share pursuant to the Small Shareholder Offer.



Summary



  • Proposed Share Offers to raise £15 million, before expenses, for the
    Company by the issue of 60,000 Convertible Redeemable Preference Shares at
    £250 per share



  • Share Offers to be fully underwritten by ENIC Sports Limited



  • Proposed transfer from the Official List to AIM



  • Authority to make market purchases of own shares and approval for waivers
    of obligations under Rule 9 of the City Code On Takeovers And Mergers





Commenting, Daniel Levy, Chairman of Tottenham Hotspur, said:



'The Share Offers will strengthen the general financial resources of Tottenham
Hotspur and, most significantly, they will provide the Club with more
flexibility in the player trading market.'

Introduction

Tottenham Hotspur announces that it proposes to raise £15 million, before
expenses, by way of share offers ('the Share Offers') of 60,000 convertible
redeemable preference shares ('Convertible Redeemable Preference Shares'). The
entire £15 million to be raised under the Share Offers has been underwritten by
ENIC Sports.



An Open Offer is being made to Qualifying Shareholders on the basis of one
Convertible Redeemable Preference Share for every 2,500 ordinary shares of 5p
each in the capital of the Company ('Ordinary Shares') held at the close of
business on 18 December 2003, at a price of £250 per share. Qualifying
Shareholders who held less than 2,500 Ordinary Shares on the Record Date ('Small
Shareholders') are nevertheless each entitled to subscribe for one Convertible
Redeemable Preference Share pursuant to the Small Shareholder Offer.



The Board is pleased to announce that ENIC Sports has affirmed its commitment to
the Company by agreeing to underwrite in full the Share Offers.



The Board is also seeking authority from Shareholders to purchase Convertible
Redeemable Preference Shares in the market and cancel them, subject to certain
limits ('Preference Buyback Authority').

If any of the Convertible Redeemable Preference Shares that ENIC Sports acquires
pursuant to the Open Offer or the underwriting agreement between ENIC Sports and
the Company ('Underwriting Agreement') are, in accordance with the share rights,
converted into Ordinary Shares at some stage in the future, it is likely that
ENIC Sports will increase the proportion of its shareholding with voting rights
to more than 30 per cent. Unless further action is taken therefore, on the
conversion by ENIC Sports of its Convertible Redeemable Preference Shares, ENIC
Sports may, in accordance with Rule 9 of the City Code on Takeovers and Mergers
('the Takeover Code'), be required to make an offer for the entire issued share
capital of the Company. The independent directors of the Company ('Independent
Directors') are therefore seeking approval from the Shareholders other than ENIC
Sports ('Independent Shareholders') approval for a waiver to be granted by the
Panel from the obligations that would otherwise apply to ENIC Sports under Rule
9 of the Takeover Code on conversion of its Convertible Redeemable Preference
Shares.



In addition, if the Board exercises the Preference Buyback Authority to purchase
Convertible Redeemable Preference Shares in the market from Convertible
Redeemable Preference Shareholders other than ENIC Sports, then the potential
holding of shares carrying voting rights in the Company of ENIC Sports would be
greater than the potential holding of ENIC Sports of such shares following
completion of the Share Offers and Underwriting Agreement.  The Independent
Directors are therefore seeking Independent Shareholder approval for a waiver to
be granted by the Panel from the obligations that would otherwise apply to ENIC
Sports under Rule 9 of the Takeover Code resulting from the exercise of the
Preference Buyback Authority.



As directors of ENIC, neither Matthew Collecott nor Daniel Levy have taken part
in the decision to seek the Rule 9 waivers from the Panel nor in the
recommendation given in relation to the waiver resolutions. The Independent
Directors have dealt with those matters. ENIC Sports will not vote on the Waiver
Resolutions at the Extraordinary General Meeting.

Reasons for the Share Offers and use of the proceeds



In the chairman's statement in the Annual Report, Daniel Levy stated that,
whilst the Company's working capital requirements could be satisfied by way of
short-term funding, it would be prudent to strengthen the Company's financial
base.



The Board has concluded it is appropriate to seek additional long term funding
to strengthen the general financial resources of the Group, lessening the
dependence on the Group's existing bank and other facilities and, most
significantly, create more flexibility for Tottenham Hotspur in the player
trading market than that afforded to many other English clubs.



Indeed, as a result of careful use of its existing cash resources, Tottenham
Hotspur has already benefited substantially from early termination of certain
outstanding payments on player acquisitions made over the last eighteen months.



It is the Board's view, therefore, that the increased financial flexibility will
afford Tottenham Hotspur greater ability both to secure better value in future
player trading windows and provide additional funds to continue to invest in the
Club's operating infrastructure, including football development.



In his capacity as managing director of ENIC Group Limited, the immediate
holding company of ENIC Sports, Daniel Levy has confirmed to the Board that ENIC
Sports remains fully committed to laying the foundations for the success of
Tottenham Hotspur. ENIC Sports has therefore confirmed that it will fully
underwrite the Share Offers for no fee.



The Board is also committed to ensuring that all Shareholders are entitled to
participate in the Share Offers, secure in the knowledge that ENIC Sports has
agreed to underwrite fully the fundraising at no cost to Tottenham Hotspur
whilst maintaining a public listing of the Company.



After detailed further consideration by the Board and its advisers, the
Directors have concluded that the Share Offers are the most appropriate method
of providing that longer term funding for the Company.



Shareholders should note that the proceeds have not been earmarked at this stage
for any specific purpose but with the funds in place, the Board will be able to
move decisively as and when opportunities arise.





Key elements of the Convertible Redeemable Preference Shares



By way of a summary, Convertible Redeemable Preference Shares will:



•        carry no right to a dividend for the period up to the third anniversary
of issue and, thereafter, will be entitled to a fixed annual dividend of 1 per
cent. above the base rate from time to time of HSBC Bank until redemption or
earlier conversion, the first such dividend being payable on 31 October 2007;



•        be convertible into Ordinary Shares at the election of holders at the
rate of 1,562 Ordinary Shares for each Convertible Redeemable Preference Share
on 31 October 2007 and thereafter on each 31 October;



•        be redeemable at the election of the majority of the holders of the
Convertible Redeemable Preference Shares in full at any time after the third
anniversary of issue in three annual tranches;



•        be redeemable on notice from the Company in whole or in part on a pro
rata basis at any time subject to the Convertible Redeemable Preference
Shareholders being entitled to elect to convert their relevant proportion of
Convertible Redeemable Preference Shares set out in the notice;



•        in any event and save to the extent previously redeemed or converted,
be redeemed automatically as to one third of the outstanding nominal amount on
the seventh anniversary of issue, one half of the outstanding nominal amount on
the eighth anniversary of issue and the balance on the ninth anniversary of
issue;



•        on a change of control or winding up of Tottenham Hotspur, become
immediately convertible or redeemable (at the election of individual holders);



•        enjoy a preferred right of return on a winding up or return of capital;



•        be non-voting; and



•        carry certain anti-dilution protections.



Terms of the Share Offers



The Open Offer



Qualifying Shareholders will be offered the opportunity to apply for Convertible
Redeemable Preference Shares on the basis of:

              1 Open Offer Share for every  2,500 Ordinary Shares



held by them on the Record Date and so in proportion for any other number of
Ordinary Shares then held, rounded down to the nearest whole number of Open
Offer Shares and fractions of Open Offer Shares will be disregarded in
calculating a Qualifying Shareholder's pro rata entitlement.

The Small Shareholder Offer



Although Small Shareholders hold insufficient Existing Shares to entitle them to
make an application under the terms of the Open Offer, the Directors
nevertheless propose to afford them the opportunity to participate in the Share
Offers by making available for subscription to each Small Shareholder one
Convertible Redeemable Preference Share at a price of £250.



Transfer to AIM



Having consulted with its advisers and a number of Shareholders, the Board
believes, taking into account the size of the Company and the nature of its
Shareholder base, that there are a number of compelling reasons why Tottenham
Hotspur will benefit from a transfer of its listing to AIM, including the
greater flexibility of the AIM Rules as against the Listing Rules, and a number
of other factors, including beneficial tax consequences for individual
Shareholders.



The AIM Rules require that the Company appoints a nominated adviser and broker
before its shares are admitted to trading on AIM and Seymour Pierce Limited ('
Seymour Pierce') has agreed to act in these roles.



The admission of the Ordinary Shares to trading on AIM will not affect the way
in which Shareholders buy or sell Ordinary Shares.



The Board is aware that circumstances which may apply to certain Shareholders
may prohibit them from investing in shares traded on AIM. Such Shareholders are
advised to review their position in this respect as soon as possible.



It is expected that the Ordinary Shares and the Convertible Redeemable
Preference Shares will be admitted to trading on AIM and that dealings will
commence on 23 January 2004. The listing of the Ordinary Shares on the Official
List will be cancelled at the same time. If Shareholders fail to resolve to pass
the Resolutions, and accordingly the Share Offers do not proceed, the listing of
the Ordinary Shares on the Official List will nonetheless be cancelled and the
Ordinary Shares will be admitted to trading on AIM.



The Share Offers Waiver

The issue of the Convertible Redeemable Preference Shares to ENIC Sports gives
rise to certain considerations under the Takeover Code.



The Independent Directors believe that it is appropriate for the Company to
carry out the Share Offers. However, they would not be prepared to approve the
Share Offers in circumstances which would lead to ENIC Sports becoming obliged
to make a general offer to acquire all of the Ordinary Shares not held by ENIC
Sports. ENIC Sports is only prepared to underwrite the Share Offers on the basis
that it will not be obliged to make such an offer on conversion of the
Convertible Redeemable Preference Shares acquired by it pursuant to the Open
Offer or the Underwriting Agreement. It is for this reason that the Independent
Directors have decided to seek a waiver from the Panel from the obligation on
ENIC Sports to make a general offer under Rule 9 of the Takeover Code as a
result of the Open Offer and the Underwriting Agreement.



The Panel has agreed, subject to the Waiver Resolution being passed on a poll by
the Independent Shareholders, to grant the Share Offers Waiver. For the
avoidance of doubt, the Share Offers Waiver applies only in respect of increases
in the ordinary shareholding of ENIC Sports resulting solely from either the
Open Offer or the Underwriting Agreement. Similarly, if ENIC Sports acquires
Ordinary Shares which increase the aggregate holding of Ordinary Shares of ENIC
Sports to 30 per cent. or more of the issued ordinary share capital of the
Company, or increases a holding of Ordinary Shares of between 30 per cent. and
50 per cent., other than pursuant to the Open Offer and the Underwriting
Agreement, then Rule 9 of the Takeover Code would apply and ENIC Sports would be
obliged to make an offer for the entire issued ordinary share capital of the
Company.



The Share Offers Waiver is conditional upon the Waiver Resolution being approved
by the Independent Shareholders voting on a poll at the Extraordinary General
Meeting.





The Market Purchases Resolution



The Company is seeking authority to buyback a proportion of the Convertible
Redeemable Preference Shares in the market. The Directors believe it is in the
best interests of the Company to retain the flexibility to make market purchases
to return cash to Convertible Redeemable Preference Shareholders. It is
important to note that the Board has no immediate intention of exercising the
Buyback Authority and would only do so if it considered that the effect of doing
so would be in the best interests of Convertible Redeemable Preference
Shareholders generally. In addition, the Board will only exercise the Buyback
Authority if at the time such exercise is contemplated they are satisfied that
the Company has sufficient cash resources and distributable reserves.



The Market Purchases Resolution, to be proposed at the Extraordinary General
Meeting, seeks authority for the Company to purchase up to 6,000 Convertible
Redeemable Preference Shares in the market which represents 10 per cent. of the
to be issued Convertible Redeemable Preference share capital of the Company.



The Market Purchases Waiver



If a significant number of Qualifying Shareholders subscribe for Convertible
Redeemable Preference Shares under the Share Offers, ENIC Sports' holding of
Ordinary Shares following conversion in full of the Convertible Redeemable
Preference Shares may be less than 30 per cent. or between 30 per cent. and 50
per cent. of the voting rights of the Company. In such circumstances, if the
Board exercises the Preference Buyback Authority to purchase Convertible
Redeemable Preference Shares in the market from Convertible Redeemable
Preference Shareholders other than ENIC Sports, ENIC Sports would, on conversion
of its Convertible Redeemable Preference Shares, become the holder of a greater
proportion of the Company's shares with voting rights than would be the case if
the Preference Buyback Authority was not exercised. Unless further action is
taken therefore, on the conversion by ENIC Sports of its Convertible Redeemable
Preference Shares following the exercise of the Preference Buyback Authority,
then  ENIC Sports may incur an obligation to make a general offer under Rule 9.
This would be the case if ENIC Sports' percentage holding of voting rights
following conversion of the Convertible Redeemable Preference Shares is
increased as a result of the exercise of the Preference Buyback Authority from
the level at which it would have been had the Preference Buyback Authority not
been exercised.



As stated above, the Directors believe it is appropriate for the Company to
retain the flexibility to make market purchases of Convertible Redeemable
Preference Shares, but the Independent Directors would not be prepared to
exercise the Preference Buyback Authority in circumstances which would lead to
ENIC Sports becoming obliged to make a general offer under Rule 9. It is for
this reason that the Independent Directors have decided to seek the Market
Purchases Waiver from the Panel from the obligation on ENIC Sports to make a
general offer under Rule 9 as a result of the exercise of the Preference Buyback
Authority.



The Panel has agreed, subject to the Market Purchases Waiver Resolution being
passed on a poll by Independent Shareholders, to grant the Market Purchases
Waiver. For the avoidance of doubt, the Market Purchases Waiver applies only in
respect of increases in the ordinary shareholding of ENIC

Sports arising from the conversion of the Convertible Redeemable Preference
Shares following the exercise of the Preference Buyback Authority.



Intentions of ENIC Sports



ENIC Sports is not proposing any changes to the Board and has confirmed its
intention that, following any percentage increase in its ordinary shareholding
as a result the conversion of any Convertible Redeemable Preference Shares
acquired under either the Open Offer or the Underwriting Agreement or the
exercise of the Preference Buyback Authority, the business of the Company would
be allowed to continue in substantially the same manner as at present, with no
major changes. ENIC Sports has also confirmed that the existing employment
rights, including pension rights, of all employees of the Company would be
maintained.



Current performance



The Club is currently in 15th place in the Premier League, having won 5 and
drawn 3 of the 17 league games played so far this season. The Club reached the
quarter-finals of the Carling Cup and is still in the FA Cup, having been drawn
to play Crystal Palace in the third round. Trading since 30 June 2003 has been
in line with Directors' expectations which, in the first three months of the
current financial year, in overall terms across all operations, has been lower
on a like-for-like basis. The future trading will be influenced by the
performance and success of the Club's first team.


Extraordinary General Meeting



A notice convening the EGM to be held on 21 January 2004 is set out in a
prospectus of the Company to be dated 23 December sent to Shareholders today ('
Prospectus').



Recommendations



Market Purchases Resolution

The Directors consider the Market Purchases Resolution to be in the best
interests of the Company and its Shareholders as a whole and unanimously
recommend that Shareholders vote in favour of this resolution at the
Extraordinary General Meeting



Market Purchasers Waiver Resolution

The Independent Directors, who have been so advised by Seymour Pierce, believe
that obtaining the Market Purchases Waiver is in the best interests of
Shareholders as a whole. In providing advice to the Independent Directors,
Seymour Pierce has taken into account the Independent Directors' commercial
assessments.



The Independent Directors recommend that Independent Shareholders vote in favour
of the Market Purchases Waiver Resolution



Share Offers Waiver Resolution

The Independent Directors, who have been so advised by Seymour Pierce, believe
that obtaining the Share Offers Waiver is in the best interests of Shareholders
as a whole. In providing advice to the Independent Directors, Seymour Pierce has
taken into account the Independent Directors' commercial assessments.



The Independent Directors recommend that Independent Shareholders vote in favour
of the Share Offers Waiver Resolution.



Other Resolutions

The Directors, who have been so advised by Seymour Pierce, believe that the
Share Offers, the amendment to the Articles of Association and the transfer to
AIM are in the best interests of the Company and of Shareholders as a whole. In
giving its advice, Seymour Pierce Limited has taken into account the Directors'
commercial assessments.



Accordingly, the Board unanimously recommends that Shareholders vote in favour
of Resolutions 1, 2, 3 and 7.



Irrevocable undertakings to vote in favour of the Resolutions have been received
from Amshold Limited and Hodram Inc who hold in aggregate  22,620,526 Ordinary
Shares, representing 22.17 per cent. of the Ordinary Shares currently in issue
and a non-binding letter of intent to vote in favour of the Resolutions has been
received from Schroder Investment Management Limited in respect of 784,495
Ordinary Shares, representing 0.77 per cent. of the Ordinary Shares currently in
issue.



EXPECTED TIMETABLE OF PRINCIPAL EVENTS


Record Date                                                             Close of business on 18 December 2003


Latest time and date for splitting of Applications Forms (to                     3.00 p.m. on 15 January 2004
satisfy bona fide market claims only, where Shareholders have
sold part of their shareholding prior to the ex-entitlement
date)


Latest time and date for receipt of Proxy Forms for the                         10.00 a.m. on 19 January 2004
Extraordinary General Meeting


Latest time and date for receipt of Applications Forms and                        3.00p.m. on 19 January 2004
payment in full under the Share Offers



Extraordinary General Meeting                                                   10.00 a.m. on 21 January 2004


Dealings commence in the Ordinary Shares and Convertible                                      23 January 2004
Redeemable Preference Shares on AIM


CREST accounts credited                                                                       23 January 2004


Dispatch of definitive share certificates for the Convertible                              by 30 January 2004
Redeemable Preference Shares




Terms used in this announcement shall have the same meanings as defined in the
Prospectus.


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