Update on financing (4879T)

TIDMBSLA

RNS Number : 4879T

Blacks Leisure Group PLC

07 December 2011

Blacks Leisure Group plc

("Blacks Leisure")

Update on financing and review of alternative options and commencement of offer period

Blacks Leisure has previously announced that it needed additional funding in order to execute its strategic plans and that the Board was therefore considering other financing options, including strengthening its capital structure, to ensure that an appropriate platform was in place. The Group has also previously indicated that it would seek to refinance its existing banking facilities before the end of the current financial year on 3 March 2012.

The Group has now met with the majority (by value) of its existing shareholders and also a number of potential new investors. Although the directors were encouraged by the response to the Group's strategic plans and by the support expressed for the new management team, the directors do not believe that the Group will be able to complete a fundraising which would provide for the equity requirements of the Group on the basis of its current capital structure and indebtedness.

As a result, the Directors now wish to invite offers to support further investment in the Group, which is most likely to involve a sale of the Company or sale of one or more of the Group's brands. The company proposes to conduct the sale process through its adviser KPMG who should be contacted by any interested parties (see contact details below).

As at 5 December 2011, the Group's net bank debt was approximately GBP36 million. Given the current level of debt within the Group, there can be no assurance that any sale would attribute value to the ordinary shares of the Group.

The Group continues to be in constructive discussions with its lender, Bank of Scotland plc, who is supportive of the proposed sale process, which the directors are seeking to conclude during January.

The Group will update the market on the process and timings in due course.

The Takeover Panel has granted a dispensation from the requirements of Rules 2.4(a), 2.4(b) and 2.6(a) of the Takeover Code (the "Code") such that any interested party participating in the formal sale process will not be required to be publicly identified as a result of this announcement (subject to note 3 to Rule 2.2 of the Code) and will not, in the event it is publicly identified, be subject to the 28 day deadline referred to in Rule 2.6(a), for so long as it is participating in the formal sale process. Interested parties should note Rule 21.2 of the Code, which will prohibit any form of inducement fee or other offer-related arrangement, and that the Company has not requested any dispensation from this prohibition under Note 2 of Rule 21.2 at this stage.

Enquiries:

 
 Blacks Leisure           Tel: 01604 597 222 
 Peter Williams 
 
 Citigate Dewe Rogerson   Tel: 020 7638 9571 
  Simon Rigby 
 Kevin Smith 
 
 KPMG LLP                 Tel: 020 7311 1000 
 David McCorquodale 
 
 Singer Capital Markets   Tel: 020 3205 7500 
  Ltd 
 Jonathan Marren

A copy of this announcement will be published on the Company's website at www.blacksleisure.co.uk as soon as possible.

Disclosure requirements of the Takeover Code (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 paper 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 paper 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 paper 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 10(th) 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 paper offeror is first identified.

Relevant persons who deal in the relevant securities of the offeree company or of a paper 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 paper offeror must make a Dealing Disclosure if the person deals in any relevant securities of the offeree company or of any paper 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 paper offeror, 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 paper 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 offeror 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 offeror was first identified. If you are in any doubt as to whether you are required to make an Opening Position Disclosure or a Dealing Disclosure, you should contact the Panel's Market Surveillance Unit on +44 (0)20 7638 0129.

Rule 2.10 Disclosure

In accordance with Rule 2.10 of the Code, Blacks Leisure has 84,051,019 ordinary shares of 1p each in issue with ISIN GB0001028322.

Note: References to "Rules" are to the rules of the City Code. The terms "offeror", "offeree company", "offer period", "interested" (and related variations), "relevant securities", "deals" (and related variations) and "acting in concert" all bear the same meanings given to them in the City Code.

This information is provided by RNS

The company news service from the London Stock Exchange

END

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