Mike Ashley’s Sports Direct International said on Monday it made a 5p-a-share takeover approach for troubled East Kilbride-based Goals Soccer Centres plc.
Sports Direct said if a de-listing of Goals’ shares goes ahead as planned on September 30, shareholders will be deprived of the ability to vote on any sale process.
Sports Direct must now make a firm offer for Goals or walk away by 5pm on October 21 under takeover rules.
Sports Direct is Goals’ largest shareholder with an 18.9% stake.
Sports Direct’s approach values Goals Soccer Centres’ equity at about £3.76 million.
Last month, Goals said it “commenced a process to invite offers for the business and assets of the company.”
Earlier in August, Goals said it expected its shares to be delisted from London’s AIM market after an investigation into its accounting uncovered “improper behaviour” going back almost a decade.
Goals said later that “actions undertaken” by former CFO Bill Gow and former CEO Keith Rogers “form part of the current investigations of the company into the mis-statement of historic financial statements.”
The two former directors have strenuously denied any wrongdoing.
In a stock exchange statement on Monday, Sports Direct said: “Sports Direct International plc today announces that on 5 September 2019 it made a proposal to the board of Goals Soccer Centres plc regarding a possible cash offer of 5 pence per share for the entire issued and to be issued share capital of Goals, not already held by Sports Direct …
“Goals has had some well-publicised difficulties and its shares are currently suspended from trading on AIM.
“Absent any extension of the suspension it is expected that Goals’ trading facility on AIM will be cancelled on 30 September 2019, per Goals’ announcement on 2 August 2019.
“Sports Direct believes an extension should be achievable if the board of Goals were committed to achieving it – which is something Sports Direct has asked the Goals board to confirm on a number of occasions.
“On 29 August 2019, Goals announced that it had commenced a process to invite offers for the business and assets of Goals (the AMA Process).
“Goals also stated that there was no certainty as to the timetable or outcome of this process and there has been no further announcement.
“Should Goals have its facility to trade its shares on AIM cancelled, its shareholders will lose the protection of the AIM Rules (including the right to approve in a general meeting any fundamental change of business).
“Accordingly, Goals’ shareholders will have no ability to influence the AMA Process or, in particular, vote on whether they believe any transaction (such as a sale of the business and assets of Goals under the AMA Process) should go ahead.
“The shares will also lose their marketability …”
Goals Soccer Centres responded: “The board of Goals Soccer Centres plc notes the announcement today from Sports Direct International plc 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 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 …”