Sports Direct rules out Debenhams takeover; takes option over 16.6%
Sports Direct International plc ("Sports Direct" or "the Group"), the UK's leading sports retailer, announced on 23 January that it has terminated the put option over a 6.6% stake in Debenhams plc ("Debenhams") that was announced on 16 January 2014 (comprising 81,224,081 ordinary shares in Debenhams) and has, at the same time, entered into a new Put Option Agreement (the "Put Option") with Goldman Sachs International referencing 128,927,113 ordinary shares of Debenhams (representing 10.5% of the issued share capital of Debenhams).
To the extent that the market price of Debenhams' ordinary shares is less than an agreed exercise price (the "Exercise Price") on expiry of the Put Option, Sports Direct may be required to settle the Put Option by acquiring ordinary shares in Debenhams at the Exercise Price.
Pursuant to the terms of the Put Option, Sports Direct will receive a premium, which is payable on expiry of the Put Option. To the extent that the market price of Debenhams' ordinary shares is greater than the Exercise Price on expiry of the Put Option, Sports Direct will receive the premium and will have no further obligations.
Sports Direct is required to transfer cash collateral to cover its obligations under the Put Option. The amount of collateral required during the life of the Put Option can increase or decrease by reference to the underlying market price of Debenhams' ordinary shares. After taking into account the premium it will receive, the Group's maximum exposure under the Put Option is limited to approximately GBP 85m.
Sports Direct is making this announcement pursuant to Listing Rule 10.2.10(1)(b) which requires the aggregation of the Group's maximum exposure under the Put Option with Sports Direct's maximum exposure of approximately GBP 46m under the put option over a 6.1% stake in Debenhams (referencing 74,185,742 ordinary shares) that was announced on 6 November 2014. Collectively, these investments currently represent a 16.6% interest in Debenhams' ordinary shares.
Sports Direct reiterates its intention to be a supportive stakeholder and create value in the interests of both Sports Direct's and Debenhams' shareholders. Sports Direct does not intend to make an offer for Debenhams and would encourage the Debenhams' leadership team to concentrate fully on delivering their strategic plans.