Announcement of Offer Price
Sports Direct International PLC
27 February 2007
Sports Direct International plc - Offer Price
27 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 should
not subscribe for or purchase any shares referred to in this announcement except
on the basis of information in the prospectus to be published by Sports Direct
International plc (the "Company") today in connection with a proposed offer to
institutional investors (the "Offer") of ordinary shares in the capital of the
Company (the "Ordinary Shares"). Copies of the prospectus will, following
publication, 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 announces
that 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 a
market capitalisation of £2,160 million.
Following a roadshow in the UK, Continental Europe and the US, the Ordinary
Shares have been placed with a broad range of institutional shareholders. The
order book was more than 2.7 times subscribed at the Offer Price on the base
issue size.
Conditional dealing will commence on the London Stock Exchange at 8:00am today
under the ticker symbol SPD. Listing and commencement of unconditional dealings
is 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 in
the issue of additional Ordinary Shares at the Offer Price.
Dave Forsey, chief executive of Sports Direct, said: "We have enjoyed telling
investors about the success of Sports Direct and are delighted that so many of
them have chosen to take part in the Offer. This is demonstrated by the quality
of the shareholder register. Sports Direct is an exciting and dynamic business.
The management team will continue to focus on delivering the growth in both our
retail 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 per
cent of the Group following the Offer. He has committed, subject to certain
exceptions, not to sell any of his remaining holding for two years.
Merrill Lynch International is sole global co-ordinator, bookrunner and sponsor
to the listing. Citigroup and Credit Suisse are joint lead managers.
Enquiries:
Merrill Lynch International
Rupert Hume Kendall
Managing Director
Chairman of Equity Capital Markets
Simon Mackenzie-Smith
Managing Director
Head of UK Investment Banking
Tel: +44 (0)20-7628-1000
Tulchan
Susanna Voyle
Kirstie Hamilton
Tel: +44(0)20-7353-4200
Notes to editors:
- Sports Direct is the UK's leading sports retailer by revenue and
operating profit. As at 1 February 2007, the Group operated from 465 stores, of
which 408 were located in the UK under a variety of fascias, including Sports
World, 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 sports
and leisure brands, including Donnay, Dunlop, Kangol, Karrimor, Lonsdale and
Slazenger, which are sold in its own stores and through third-party retailers
and licensees
- The Group's successful business model - leveraging Sports Direct's
retail and brand expertise to enhance margins and cash flow - has been a key
contributor to its rapid growth
- Strategic add-on acquisitions - including Hargreaves, Gilesports and
Streetwise and the stand-alone Original Shoe Company chain - have contributed to
the development of Sports Direct as one of the largest sports retailers in
Europe
- Sports Direct targets a broad customer base and differentiates itself
from its competitors through its reputation as a price leader in the sports
retail sector
- In the year to April 2006, the Group generated earnings before
interest, 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 sole
responsibility of Sports Direct International plc, have been approved solely for
the purposes of section 21(2)(b) of the Financial Services and Markets Act 2000
by Merrill Lynch International of Merrill Lynch Financial Centre, 2 King Edward
Street, London EC1A 1HQ. Merrill Lynch International, Citigroup and Credit
Suisse are acting exclusively for Sports Direct and no one else in connection
with the Offer. They will not regard any other person (whether or not a
recipient of this announcement) as their client and will not be responsible to
anyone other than Sports Direct for providing the protections afforded to their
respective clients nor for giving advice in relation to the Offer, the contents
of this announcement or any transaction or arrangement referred to herein.
This announcement may not be distributed, directly or indirectly, in or into
Australia, Canada, Japan or the United States. This announcement does not
constitute or form part of an offer to sell or issue, or any solicitation of an
offer to buy or subscribe for, any securities referred to herein. The Offer and
the distribution of this announcement and other information in connection with
the Offer in certain jurisdictions may be restricted by law and persons into
whose possession any document or other information referred to herein comes
should inform themselves about and observe any such restriction. Any failure to
comply with these restrictions may constitute a violation of the securities laws
of any such jurisdiction.
The securities mentioned herein have not been, and will not be, registered under
the US Securities Act of 1933 (the "Securities Act"), and may not be offered or
sold in the United States (as such term is defined in Regulation S under the
Securities Act) unless they are registered under the Securities Act or pursuant
to an exemption from registration. No public offer of the Shares is being made
in the United States.
The price and value of securities may go up as well as down. Persons needing
advice 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 identified
by 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. These
forward-looking statements include matters that are not historical facts and
include statements regarding the company's intentions, beliefs or current
expectations concerning, among other things, Sports Direct's results of
operations, financial condition, liquidity, prospects, growth, strategies and
the outlook on the sports retail industry.
By their nature, forward-looking statements involve risk and uncertainty because
they relate to future events and circumstances. A number of factors could cause
actual results and developments to differ materially from those expressed or
implied by the forward-looking statements including, without limitation, the
factors to be described in the risk factors section of the prospectus, and the
factors to be described in the financial review and prospects section of the
prospectus.
Forward-looking statements may and often do differ materially from actual
results. Any forward-looking statements in this announcement reflect Sports
Direct's view with respect to future events as at the date of this announcement
and are subject to risks relating to future events and other risks,
uncertainties and assumptions relating to Sports Direct's operations, results of
operations, growth strategy and liquidity. Save as required by law or by the
Listing Rules of the Financial Services Authority, Sports Direct undertakes no
obligation publicly to release the results of any revisions to any
forward-looking statements in this announcement that may occur due to any change
in its expectations or to reflect events or circumstances after the date of this
announcement.
Information in this announcement or any of the documents relating to the Offer
cannot be relied upon as a guide to future performance.
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((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 Exchange