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 to do so would violate the laws of that jurisdiction
CASH OFFERS
by
ENIC INTERNATIONAL LTD (“ENIC International”)
for
TOTTENHAM HOTSPUR PLC (“Tottenham Hotspur”)
ENIC International announces that, by means of an offer document dated and posted on 5 July 2007 (the “Offer Document”) and by means of this advertisement, it is making offers to acquire the entire issued and to be issued ordinary and preference share capital of Tottenham Hotspur excluding those Tottenham Hotspur Shares in which ENIC International is already interested. Terms defined in the Offer Document have the same meaning when used in this advertisement.
If the Ordinary Offer becomes or is declared unconditional in all respects, Tottenham Hotspur Ordinary Shareholders who validly accept the Ordinary Offer will receive 113.6 pence in cash for every Tottenham Hotspur Ordinary Share held.
The Preference Offer is unconditional. Tottenham Hotspur Preference Shareholders who validly accept the Preference Offer will receive £1,773.77 in cash for every Tottenham Hotspur Preference Share held.
In aggregate, the Offers value the existing issued Tottenham Hotspur Ordinary Shares and Tottenham Hotspur Preference Shares at approximately £209.5 million based on the Offer Price for each class of Tottenham Hotspur Shares.
The Tottenham Hotspur Shares will be acquired pursuant to the Offers by or on behalf of ENIC International, fully paid and free from all liens, equities, mortgages, charges, encumbrances, rights of pre-emption and other third party rights of any nature and together with all rights now or hereafter attaching thereto, including the right to receive and retain in full all dividends and other distributions, if any, declared, made or paid on or after the date of the Offer Document.
Tottenham Hotspur Shareholders who validly accept the Offers may elect to receive Loan Notes instead of cash in respect of all of their Tottenham Hotspur Ordinary Shares and/or all of their Tottenham Hotspur Preference Shares on the basis of £1 nominal value of Loan Notes per £1 of cash consideration under the Ordinary Offer and/or the Preference Offer.
The Loan Note Alternative is conditional (in the case of the Ordinary Offer only) on the Ordinary Offer becoming or being declared unconditional in all respects. The Loan Note Alternative is unconditional in the case of the Preference Offer. The Loan Note Alternative will remain open for acceptance until the Offers close.
Tottenham Hotspur Shareholders may not elect for the Loan Note Alternative in respect of some only of their Tottenham Hotspur Ordinary Shares or some only of their Tottenham Hotspur Preference Shares. Further information on the Loan Notes and on how to elect to receive Loan Notes is contained in the Offer Document and in the Forms of Acceptance
The full terms and conditions of the Offers (including details of how the Offers may be accepted) are set out in the Offer Document and, in the case of Tottenham Hotspur Shares held in certificated form, in the related Form(s) of Acceptance. Tottenham Hotspur Shareholders who accept the Offers may rely only on the Offer Document and, in the case of Tottenham Hotspur Shares held in certificated form, the Forms of Acceptance, for all the terms and conditions of the Offers.
The Offers are, by means of this advertisement, being extended to all persons to whom the Offer Document may not be despatched or by whom the Offer Document may not have been received, who hold, or are entitled to have allotted or issued to them, Tottenham Hotspur Shares. Such persons are informed that copies of the Offer Document and the Forms of Acceptance are available for inspection during normal business hours on any Business Day at the offices of Wallace LLP, One Portland Place, London W1B 1PN.
The Offers, which have been made by means of the Offer Document and this advertisement, will initially be open for acceptance until 1.00 p.m. (London time) on 26 July 2007.
In particular, the Offers are not being made, and will not be made, directly or indirectly, in or into the United States, Canada, Australia or Japan or any other jurisdiction where to do so would violate the laws of that jurisdiction (a “Restricted Jurisdiction”) and will not be capable of acceptance from or within any Restricted Jurisdiction. Accordingly, copies of the Offer Document, Forms of Acceptance and any other documents relating to the Offers are not being, and must not be, mailed or otherwise howsoever forwarded, distributed or sent in, into or from any Restricted Jurisdiction. Persons receiving such documents (including, without limitation, nominees, trustees and custodians) should observe these restrictions and must not mail or otherwise howsoever forward, distribute or send such documents in, into or from any Restricted Jurisdiction. Doing so may invalidate any related purported acceptance of the Offers.
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 this advertisement.
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 this advertisement.
Responsibility
The ENIC International Directors, namely Tyler Piercy, Bryan Glinton and Jason Callender, accept responsibility for the information contained in this advertisement. To the best of the knowledge and belief of the ENIC International Directors (who have taken all reasonable care to ensure that such is the case), the information contained in this advertisement is in accordance with the facts and does not omit anything likely to affect the import of such information.