TIDMGOAL TIDMSPD
RNS Number : 2851N
Goals Soccer Centres PLC
23 September 2019
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN
PART, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD
CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH
JURISDICTION.
THIS IS AN ANNOUNCEMENT FALLING UNDER RULE 2.4 OF THE CITY CODE
ON TAKEOVERS AND MERGERS (THE "CODE") AND DOES NOT CONSTITUTE AN
ANNOUNCEMENT OF A FIRM INTENTION TO MAKE AN OFFER UNDER RULE 2.7 OF
THE CODE. THERE CAN BE NO CERTAINTY THAT ANY FIRM OFFER WILL BE
MADE NOR AS TO THE TERMS ON WHICH ANY FIRM OFFER MIGHT BE MADE.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION
For immediate release
23 September 2019
Goals Soccer Centres plc
Response re possible offer for Goals Soccer Centres plc
The Board of Goals Soccer Centres plc ("Goals" or the "Company")
notes the announcement today from Sports Direct International plc
("SDI") that it has received a preliminary and highly caveated
possible cash offer at 5 pence per share for the entire issued and
to be issued ordinary share capital of the Company (the
"Proposal").
The Proposal remains under discussion between the Company and
SDI. As such, there can be no certainty that any firm offer will be
made nor as to the terms on which any firm offer might be made. A
further announcement will be made in due course if and when
appropriate.
The Board also wishes to confirm that it remains committed to
looking after the interests of all stakeholders.
In accordance with Rule 2.6(a) of the City Code on Takeovers and
Mergers (the "Code"), SDI must, by not later than 5.00 p.m. on 21
October 2019, either announce a firm intention to make an offer for
the Company in accordance with Rule 2.7 of the Code or announce
that it does not intend to make an offer in which case the
announcement will be treated as a statement to which Rule 2.8 of
the Code applies. This deadline will only be extended with the
consent of the Takeover Panel in accordance with Rule 2.6(c) of the
Code.
In accordance with Rule 26.1 of the Code, a copy of this
announcement will be available (subject to certain restrictions) on
the Company's website at www.goalsplc.co.uk by no later than 12
noon (London time) on 24 September 2019. The content of the website
referred to in this announcement is not incorporated into and does
not form part of this announcement.
Further information
This announcement is not intended to, and does not, constitute
or form part of any offer, invitation or the solicitation of an
offer to purchase, otherwise acquire, subscribe for, sell or
otherwise dispose of, any securities whether pursuant to this
announcement or otherwise.
The distribution of this announcement in jurisdictions outside
the United Kingdom may be restricted by law and therefore persons
into whose possession this announcement comes should inform
themselves about, and observe, such restrictions. Any failure to
comply with such restrictions may constitute a violation of the
securities law of any such jurisdiction.
Rule 2.9
In accordance with Rule 2.9 of the Code, Goals confirms that it
has 75,215,060 ordinary shares of 0.25p each in issue and admitted
to trading on the AIM market of the London Stock Exchange. Goals
holds Nil of its ordinary shares in treasury. The total number of
voting rights in Goals is currently 75,215,060. The ISIN reference
for these securities is GB00B0486M37.
The person responsible for arranging the release of this
announcement on behalf of Goals is Andy Anson.
Enquiries:
Goals Soccer Centres plc Tel: +44 (0) 1355 234 800
Michael Bolingbroke, Chairman
==========================
Andy Anson, Chief Executive Officer
==========================
Canaccord Genuity Limited (Financial Tel: +44 (0) 20 7523 8000
Adviser, Nominated Adviser and
Broker)
==========================
Bobbie Hilliam
==========================
Richard Andrews
==========================
Instinctif Partners Tel: +44 (0) 20 7457 2020
==========================
Matthew Smallwood
==========================
Andy Low
==========================
Canaccord Genuity Limited, which is authorised and regulated in
the United Kingdom by the FCA, is acting as Rule 3 adviser and sole
corporate broker exclusively for Goals and for no one else in
connection with the Proposal and will not regard any other person
as its client in relation to the matters referred to in this
announcement and will not be responsible to anyone other than Goals
for providing the protections afforded to clients of Canaccord
Genuity Limited, nor for providing advice in relation to the
Proposal or any other matter referred to in this announcement.
The information contained within this announcement is deemed to
constitute inside information as stipulated under the Market Abuse
Regulations (EU) No. 596/2014. Upon the publication of this
announcement, this inside information is now considered to be in
the public domain.
Disclosure requirements of the Code
Under Rule 8.3(a) of the Code, any person who is interested in
1% or more of any class of relevant securities of an offeree
company or of any securities exchange offeror (being any offeror
other than an offeror in respect of which it has been announced
that its offer is, or is likely to be, solely in cash) must make an
Opening Position Disclosure following the commencement of the offer
period and, if later, following the announcement in which any
securities exchange offeror is first identified. An Opening
Position Disclosure must contain details of the person's interests
and short positions in, and rights to subscribe for, any relevant
securities of each of (i) the offeree company and (ii) any
securities exchange offeror(s). An Opening Position Disclosure by a
person to whom Rule 8.3(a) applies must be made by no later than
3.30 pm (London time) on the 10th business day following the
commencement of the offer period and, if appropriate, by no later
than 3.30 pm (London time) on the 10th business day following the
announcement in which any securities exchange offeror is first
identified. Relevant persons who deal in the relevant securities of
the offeree company or of a securities exchange offeror prior to
the deadline for making an Opening Position Disclosure must instead
make a Dealing Disclosure.
Under Rule 8.3(b) of the Code, any person who is, or becomes,
interested in 1% or more of any class of relevant securities of the
offeree company or of any securities exchange offeror must make a
Dealing Disclosure if the person deals in any relevant securities
of the offeree company or of any securities exchange offeror. A
Dealing Disclosure must contain details of the dealing concerned
and of the person's interests and short positions in, and rights to
subscribe for, any relevant securities of each of (i) the offeree
company and (ii) any securities exchange offeror(s), save to the
extent that these details have previously been disclosed under Rule
8. A Dealing Disclosure by a person to whom Rule 8.3(b) applies
must be made by no later than 3.30 pm (London time) on the business
day following the date of the relevant dealing.
If two or more persons act together pursuant to an agreement or
understanding, whether formal or informal, to acquire or control an
interest in relevant securities of an offeree company or a
securities exchange offeror, they will be deemed to be a single
person for the purpose of Rule 8.3.
Opening Position Disclosures must also be made by the offeree
company and by any offeror and Dealing Disclosures must also be
made by the offeree company, by any offeror and by any persons
acting in concert with any of them (see Rules 8.1, 8.2 and
8.4).
Details of the offeree and Bidder companies in respect of whose
relevant securities Opening Position Disclosures and Dealing
Disclosures must be made can be found in the Disclosure Table on
the Takeover Panel's website at www.thetakeoverpanel.org.uk,
including details of the number of relevant securities in issue,
when the offer period commenced and when any Bidder was first
identified. You should contact the Panel's Market Surveillance Unit
on +44 (0)20 7638 0129 if you are in any doubt as to whether you
are required to make an Opening Position Disclosure or a Dealing
Disclosure.
Legal Entity Identifier: 2138005QFMJYIIC5S847
This information is provided by RNS, the news service of the
London Stock Exchange. RNS is approved by the Financial Conduct
Authority to act as a Primary Information Provider in the United
Kingdom. Terms and conditions relating to the use and distribution
of this information may apply. For further information, please
contact rns@lseg.com or visit www.rns.com.
END
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September 23, 2019 05:45 ET (09:45 GMT)
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