Proposed Acquisition

ENIC PLC 21 December 2000 21 December 2000 Enquiries Hawkpoint Partners Paul Baines - 020 7665 4500 Holborn John Bick- 020 7929 5599 Chris Steele- 020 7929 5599 ENIC PLC ('ENIC' or the 'COMPANY') PROPOSED ACQUISITION OF A STRATEGIC STAKE IN TOTTENHAM HOTSPUR PLC ('TOTTENHAM ') * ENIC plc ('ENIC') announces that its wholly-owned subsidiary, ENIC Sports plc ('ENIC Sports'), has conditionally agreed to acquire 27,356,649 ordinary shares of Tottenham (representing 26.9 per cent. of its issued ordinary share capital) from Amshold Limited ('Amshold'), a company which is wholly owned by Sir Alan Sugar, at a price of 80p per share. The acquisition will increase ENIC's holding in Tottenham to 29.9 per cent. of its issued ordinary share capital. * Amshold has also granted ENIC Sports an option to acquire, at any time within 18 months after completion, some or all of its remaining 13,396,026 Tottenham shares (representing a further 13.2 per cent. of Tottenham's issued ordinary share capital) at 80p per ordinary share. * For a further period of 18 months, ENIC has a right of first refusal to acquire any Tottenham shares retained by Amshold at a price no less favourable than that upon which Amshold has agreed to sell such Ordinary Shares to a third party. * Daniel Levy, Managing Director of ENIC, has been appointed to the Board of Tottenham and Mr Chisholm and Mr Littner have stepped down as non-executive directors with effect from today. Sir Alan Sugar will remain as Chairman of Tottenham until completion of the acquisition, expected in February 2001, at which point he will resign as Chairman and director. It is the intention that further board appointments will be made in due course. * The acquisition from Amshold is conditional, inter alia, on approval by ENIC shareholders. It is expected that an Extraordinary General Meeting of ENIC to approve the acquisition will be held in February 2001. Strategic benefits of the acquisition As referred to in ENIC's recent Chairman's statement, ENIC has continued to seek to build on opportunities in the sports, gaming and media sectors. * The acquisition of this strategic stake represents a further strengthening of ENIC's focus on sports, gaming and media activities. * In addition to enhancing ENIC's Sports Division, the directors of ENIC believe that the proposed investment will enhance the opportunities currently being explored by its Media and Gaming Division. * ENIC believes that Tottenham is a valuable club with exciting prospects, which would benefit from ENIC's experience of investing in other European football clubs. * Over recent years ENIC has built up significant expertise in relation to media sports rights. * The acquisition of this strategic stake will enhance the media platforms that will be available to both Tottenham and ENIC. * Tottenham is one of the last remaining FA Premier League clubs not to have signed a major multi-media deal. * ENIC has access to an enlarged player base across six European countries from which all of its football investments can benefit. * ENIC believes that further longer term benefits will be accrued by both ENIC and Tottenham from the raised commercial profile as a result of the acquisition of this strategic stake. Daniel Levy, Managing Director of ENIC, said: 'This investment is an important step in the development of the sports businesses of ENIC. We believe that the long term profitability and capital value of Tottenham can be significantly enhanced through further exploitation of media and sporting rights associated with the club. Tottenham is a major British football club with a prominent sporting heritage. We are firmly committed to improving Tottenham's commercial viability as one of this country's top football clubs. We believe that it can regain its position as a significant contender in both domestic and European competitions.' Sir Alan Sugar, Chairman of Tottenham, said 'This is an exciting development for Tottenham. ENIC has a wealth of experience both of European football clubs and the exploitation of media and other commercial rights. I believe that ENIC is committed to the long term prosperity of the club and has the right business skills to take it forward from here.' The Directors of ENIC accept responsibility for the information contained in this press release. To the best of the knowledge and belief of the Directors of ENIC (having taken all reasonable care to ensure such is the case), the information contained in this press release is in accordance with the facts and does not omit anything likely to affect the import of such information. In connection with the matters described in this announcement and in the preparation of this announcement, Hawkpoint Partners Limited ('Hawkpoint Partners'), which is regulated by The Securities and Futures Authority Limited, is acting exclusively for ENIC. Hawkpoint Partners is not acting for any other person and will not be responsible to anyone other than ENIC for providing the protections afforded to customers of Hawkpoint Partners or advising on the transaction described in this announcement or the contents of this announcement. This announcement, for which the Directors of ENIC are responsible, has been approved by Hawkpoint Partners solely for the purpose of Section 57 of the Financial Services Act 1986. ENIC PLC PROPOSED ACQUISITION OF 26.9 PER CENT. OF TOTTENHAM HOTSPUR PLC Introduction ENIC announces that its wholly-owned subsidiary, ENIC Sports plc, has conditionally agreed with Amshold, a company which is wholly owned by Sir Alan Sugar, to acquire 27,356,649 ordinary shares in Tottenham, representing 26.9 per cent. of Tottenham's issued ordinary share capital. Together with ENIC's existing shareholding of 3,050,000 ordinary shares, the acquisition will increase ENIC's holding in Tottenham to 29.9 per cent. of the issued share capital of Tottenham. ENIC will pay 80p per ordinary share, and the consideration for the acquisition will therefore amount to approximately £21.9 million (to be satisfied in loan notes). In view of its size, the acquisition from Amshold is conditional, inter alia, on the approval of the shareholders of ENIC. Strategic development The acquisition of this strategic stake represents a further strengthening of ENIC's focus on sports and media activities. In addition to enhancing ENIC's Sports Division, the directors of ENIC believe that the proposed acquisition will enhance the opportunities currently being explored by its Media Division. ENIC now has the following shareholdings in European football clubs:- 96.7 per cent. of Slavia Prague; 99.9 per cent of Vicenza Calcio; 50 per cent. of FC Basel; an effective holding of 47 per cent. of AEK Athens; and 20.2 per cent. of Glasgow Rangers, which has recently completed a fund raising and has announced its intention, subject to market conditions, to move to the Official List of the UK Listing Authority. ENIC has a strategy of making investments in football clubs where it believes there is an opportunity to enhance performance and add value through investment in players and facilities and the leveraging of media rights. The Board of ENIC believes that the proposed investment and addition of Tottenham to the portfolio of clubs in which it has investments will add significantly to the above strategy. It believes that Tottenham is a valuable club with exciting prospects, which would benefit from ENIC's experience of investing in other European football clubs. Principal terms of the acquisition ENIC Sports has conditionally agreed to acquire 27,356,649 ordinary shares of Tottenham at 80p per share. The consideration of approximately £21.9 million will be satisfied by bank guaranteed Loan Notes issued by ENIC Sports. ENIC Sports has been granted an option over Amshold's remaining 13,396,026 shares in Tottenham. This option will be exercisable in respect of some or all of those shares for a period of 18 months from the date of completion of the acquisition. The exercise price per Tottenham ordinary share will be 80p. For a further period of 18 months, ENIC has a right of first refusal to acquire any Tottenham shares retained by Amshold at a price no less favourable than that upon which Amshold has agreed to sell such Ordinary Shares to a third party. Board changes Daniel Levy, Managing Director of ENIC, has been appointed to the Board of Tottenham. Mr Chisholm and Mr Littner have stepped down as non-executive directors with effect from today. Sir Alan Sugar will remain as Chairman of Tottenham until completion of the acquisition, to take place in February 2001, at which point he will resign as Chairman and director. It is the intention that further board appointments will be made in due course. Information on Tottenham The principal activities of Tottenham are the operation of a professional football club in England, The Tottenham Hotspur Football and Athletic Company Limited, and related commercial activities. These activities include the sale of television and other media rights in connection with the club's games, merchandising a range of branded products via mail order and through retail outlets nationally, and the sale of corporate and executive hospitality. The audited accounts of Tottenham for the twelve months ended 31 July 2000 reported turnover of £48.0 million and a loss before tax of £0.7 million (after net player trading costs of £7.5 million). Tottenham's net assets as at 31 July 2000 were £41.2 million. Current trading and prospects ENIC's trading prospects remain in line with that at the time of announcing its final results for the year ended 30 June 2000. Extraordinary General Meeting A circular containing more detailed information on Tottenham and the acquisition and which will convene an extraordinary general meeting of ENIC to approve the acquisition will be sent to ENIC shareholders shortly. Recommendation The directors consider the acquisition to be in the best interests of ENIC shareholders as a whole and accordingly unanimously recommend you to vote in favour of the resolution to approve the acquisition to be proposed at the Extraordinary General Meeting, as they intend to do in respect of their own holdings. The Directors of ENIC accept responsibility for the information contained in this press release. To the best of the knowledge and belief of the Directors of ENIC (having taken all reasonable care to ensure such is the case), the information contained in this press release is in accordance with the facts and does not omit anything likely to affect the import of such information. In connection with the matters described in this announcement and in the preparation of this announcement, Hawkpoint Partners Limited ('Hawkpoint Partners'), which is regulated by The Securities and Futures Authority Limited, is acting exclusively for ENIC. Hawkpoint Partners is not acting for any other person and will not be responsible to anyone other than ENIC for providing the protections afforded to customers of Hawkpoint Partners or advising on the transaction described in this announcement or the contents of this announcement. This announcement, for which the Directors of ENIC are responsible, has been approved by Hawkpoint Partners solely for the purpose of Section 57 of the Financial Services Act 1986.
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