Offer Document Posted
ENIC Limited
05 July 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
5 July 2007
CASH OFFERS
by
ENIC INTERNATIONAL LTD
for
TOTTENHAM HOTSPUR PLC
On 7 June 2007, ENIC International announced that it had entered into an
agreement that day with Amshold under which ENIC International was 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 consideration of £25.0 million, representing a price of 113.6 pence
per Tottenham Hotspur Ordinary Share and £1,773.77 per Tottenham Hotspur
Preference Share. The call option has now been exercised by ENIC International.
ENIC International also announced on 7 June 2007 that it would be making
mandatory cash offers under Rule 9 of the City Code for all of the issued and to
be issued Tottenham Hotspur Ordinary Shares and Tottenham Hotspur Preference
Shares, excluding those held by ENIC International or in which it was interested
under the Amshold Transaction.
The ENIC International Directors are now pleased to announce that copies of the
Offer Document are being posted to Tottenham Hotspur Shareholders today,
together with Forms of Acceptance in respect of Tottenham Hotspur Shares held in
certificated form. The Offer Document contains a letter from the Tottenham
Hotspur Independent Directors, setting out the factors that Tottenham Hotspur
Shareholders should take into account when deciding what action they should take
in respect of the Offers.
The Offers will initially remain open for acceptance until 1.00 p.m. (London
time) on 26 July 2007.
Copies of the Offer Document and the Forms of Acceptance will be available for
inspection during normal business hours on any Business Day at the offices of
Wallace LLP, One Portland Place, London W1B 1PN until the end of the Offer
Period.
Certain terms used in this announcement are defined in the Offer Document dated
5 July 2007.
Enquiries:
Holborn PR (PR adviser to ENIC International) Tel: 020 7929 5599
Trevor Phillips 07889 153628
Kaupthing Limited (Financial adviser to
ENIC International) Tel: 020 3205 5000
Jos Trusted
Cameron Jack
Seymour Pierce Limited (Joint financial adviser to
Tottenham Hotspur) Tel: 020 7107 8000
Richard Feigen
Jonathan Wright
Tricorn Partners LLP (Joint financial adviser
to Tottenham Hotspur) Tel: 020 7823 0888
Guy Dawson
Hansard Group (PR adviser to Tottenham Hotspur) Tel: 020 7245 1100
John Bick
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 any
matter referred to in the Offer Document.
Seymour Pierce Limited and Tricorn Partners LLP, each of which is authorised and
regulated in the United Kingdom by the Financial Services Authority, are acting
exclusively for Tottenham Hotspur and no one else in relation to the Offers and
will not be responsible to anyone other than Tottenham Hotspur for providing the
protections afforded to their respective clients or for providing advice in
relation to the Offers or any matter referred to in the Offer Document.
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 are being made solely by the Offer Document and
the Forms of Acceptance, which contain the full terms and conditions of the
Offers, including details of how they may be accepted.
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 are contained in the Offer Document.
The Offers are not being 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 are they
being 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 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.
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 one per cent. or more of any class of '
relevant securities' of Tottenham Hotspur, all 'dealings' in any such 'relevant
securities' (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 p.m. (London time) on the Business Day following the date of the
relevant transaction. This requirement will continue until the date (in the case
of the Ordinary Offer) on which the Ordinary Offer becomes, or is declared,
unconditional as to acceptances, lapses or is otherwise withdrawn or (in the
case of both Offers) 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 Tottenham Hotspur,
or by any of their respective 'associates', must be disclosed by no later than
12.00 noon (London time) on the 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 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.
This information is provided by RNS
The company news service from the London Stock Exchange