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SPORTS & LEISURE GROUP: IS THIS WAY UNDERVALUED!! (SOP)     

wilco99 - 20 Jan 2004 19:24

Does anybody know the reason why this stock has fallen over recent months despite encouraging results and consistent growth in turnover? With the results due out next month could this be one to have a look at?

skyhigh - 11 Oct 2004 09:18 - 19 of 35

This one's been getting a lot of good press over the weekend & there's more to come. SP has more to go (IMHO). It's looking good. I'm just about to break even but expect to see substantial returns over the coming weeks & months :) (imho)

bradleym - 22 Oct 2004 20:52 - 20 of 35

Skyhigh
I haven't seen any press news? Can you please paste or add a link?
Thanks

skyhigh - 28 Jan 2005 09:42 - 21 of 35

Time to watch this one again. should do well in 2005. very profitable. SP could double/treble. results due soon could be as early as 1st half of Feb. Have gone back in (small time)... on the other hand, aquisitions are on the cards so there could be equity placings/funding issues... who knows ! ... still- would prefer to be in rather than out... (imho, dyor) :)

skyhigh - 28 Jan 2005 16:35 - 22 of 35

Any one in SOP ? If so ,,, any views ?

hirschnathan - 25 Feb 2005 00:12 - 23 of 35

Khan avoids the Audley approach

Olympic star has plenty to learn after joining Warren

John Rawling
Thursday February 24, 2005
The Guardian

Along with Kelly Holmes and Matthew Pinsent, Amir Khan was perhaps the highest-profile British success story of the 2004 Olympics as he stunned hardened pundits and wowed television audiences by winning the lightweight silver medal at the age of 17.

It was always a question of when, rather than if, he would turn professional and the confirmation of his decision to do so is imminent after he pulled out of the English Amateur Boxing Association championships last night.

The precociously talented Khan was due to fight on Saturday in the quarter-finals of the ABAs in Lowestoft and his withdrawal was supposedly because of a row over ticket allocations for his supporters. But in fact a deal is understood to have been signed with Britain's leading promoter Frank Warren.

Neither Warren nor Khan was available for comment last night but they have spent months in negotiations, when Khan was also approached by other British promoters. He is rumoured to have been offered a huge cash advance by Barry Hearn and was courted by the former world featherweight champion Naseem Hamed, and American backers also expressed an interest.

Warren was insistent that he would not give Khan the sort of much-criticised 1m contract granted by the BBC to the 2000 Olympic super-heavyweight champion Audley Harrison. Whereas Harrison was free to choose his opponents, Khan's career will be closely supervised, with decision-making over potential fights taken out of his hands. And, although he has learned the sport under the tutelage of his Bury Amateur Boxing Association coach Mick Jelley, principal responsibility for shaping his progress is likely to be handed to the Manchester trainer Oliver Harrison.

Khan has been hyped as one of the greatest talents to have emerged from the British amateur ranks after he surpassed all logical expectation to reach the Olympic final, where he lost to one of the outstanding performers of recent years, the Cuban Mario Kindel. His mature handling of the media also had him quickly identified as a potential professional star.

Warren said immediately after the Athens games that Khan would be unwise to stay amateur, but the young fighter insisted he wanted to continue in the unpaid ranks for four more years to fulfil his dream of winning an Olympic gold medal. Warren's argument was that there was little point in delaying the chance to cash in on commercial opportunities for the sake of medals.

An audience of eight million tuned in on a Sunday lunchtime to watch Khan's Olympic final appearance, and considerable publicity has surrounded his subsequent appearances. As well as the ABAs on Saturday, officials were hoping he would be available to box for Britain in next month's Four Nations international, a competition which would include Cuba and a possible rematch with Kindel.

But it seems likely Khan will now have only one further outing as an amateur when his club, Bury ABC, stages a fund-raising night at Bolton Wanderers' Reebok Stadium next month. Thereafter he will fight as a professional on Sky, assuming the company chooses to renew its contract with Warren when it is renegotiated in the summer.

If Khan is to fulfil his potential his skills need to be tightened up considerably. One of Britain's leading fighters, Ricky Hatton, the World Boxing Union light- welterweight champion, said after watching Khan in Athens: "He has a lot of ability but he jumps in with his head too high. Working in a professional gym will help him to improve defensively, which is absolutely vital."

The Manchester fighter urged Khan to make a speedy transition to the paid ranks so that the youngster's impetuosity and amateurish traits would not become too ingrained.

Hatton also turned professional at 18 and has become the highest-paid fighter in the country - indeed, he will be recognised as the No1 in his division if he can overcome Kostya Tszyu at the MEN Arena on June 4. A possible debut for Khan would be on the Hatton undercard that night but, with the fight already assured of being a 21,000 sell-out, Warren might choose to showcase Khan at an earlier date.

The signing will represent a personal triumph for Warren, who has been under increasing pressure from Sky in recent months to stage marquee fights for the armchair audience. He delivered a world heavyweight title challenge for Danny Williams against Vitali Klitschko in December in addition to staging Hatton-Tszyu, and signing Khan will significantly strengthen his hand as the sport's major player in Britain.

hirschnathan - 25 Feb 2005 00:12 - 24 of 35

manchester sport
boxing
Email to a Friend | Your comments
Wednesday, 16th February 2005
Hatton bout sells out

RICKY Hatton's summer super-bout against Kostya Tszyu sold out in just two-and-a-half hours.

All 20,000 tickets to see the Manchester ace take on the world number one light-welterweight were snapped up in record time - despite the fact that the fight will take place at 2am on June 5.
That means that the clash has sold out faster than Mike Tyson's appearance at the same venue - the Manchester Evening News Arena - in 2000.

And the speed at which fight fans bought the tickets, which ranged in price from 50 to 300 for ringside seats, even caught promoter Frank Warren unawares.

"It's the fastest-selling event I have ever been involved with, and that includes Mike Tyson, Frank Bruno's world title challenge, Naseem Hamed - all of them," said Warren, head of the Sports Network company, which is putting on the fight.

"But it is quite right that tickets should go so fast, because it is a cracking fight. Remember, we are still five months away, so by the time it comes around, it will be colossal.

"I will have fighters on the undercard asking me for tickets nearer the time, and I simply won't have them.

"But it's great - this is what we have worked so hard to get to, to have Ricky in this position."

Demand was always going to be huge for the unbeaten Hatton's defining fight, and Warren looked into the possibility of putting it on at one of the local football stadiums.

But Sky TV objected, and the City of Manchester Stadium was already booked for the opening game of the Women's European Football Championships.

Misgivings

Originally, there were misgivings about the time of the bout, which had to be shifted back to fit in with American TV schedules - they are major paymasters for the fight. But Warren said that all obstacles have been overcome: "Everything is done - the arena is licensed and we have sorted everything out with the police."

With Tszyu commanding a 2.7m purse for putting his IBF belt on the line, and Hatton also in line to receive his first 1m purse, the fight will be screened as a pay-per-view event.

Hatton received a big boost this week, as legendary trainer Emanuel Steward is backing him to pull off a shock victory over Sydney-based Russian fighter Tszyu.

Steward, head of the Kronk gym in Detroit, has guided fighters such as Thomas Hearns, Lennox Lewis, Oscar de la Hoya, Evander Holyfield, Julio Cesar Chavez and Leon Spinks to greatness.

And he bucks the trend by backing Hatton to beat his older rival.

Steward watched Hatton train at the Phoenix gym in Salford, when he brought the original "Hitman", Hearns, to fight at the Arena in 1999, and now says:

"I'm going with Hatton. I like his activity level. And Hatton is the bigger man. His style can give Tszyu problems.

"It's the right time for Ricky. He's tired of being protected."

One man who begs to differ is Brad Vocale, president of the National Boxing Federation in Australia, where the fight will also be screened.

He has backed Tszyu to beat Hatton and then move up to welterweight to face old foe Zab Judah, who beat Corey Spinks to become undisputed champion last week.

Tszyu's fans wanted their man to challenge Spinks, but Vocale defends his decision to take on Hatton first.

"It really was the fight that shone the brightest in that weight," he said.

"If Kostya beats Hatton then there's no one else around, there's no point in staying. I think Hatton is very good, but he's never fought anyone as hard as Kostya."

hirschnathan - 25 Feb 2005 00:13 - 25 of 35

So we have a total sell out of 20,000 tickets in a few hours
amir khan turning pro, bringing in higher tv revenue
imo current share price trading pe4
very very profitable company

imo a stonking buy
with results out in may, I think we will see a much much higher stable share price , reflecting the true value of this company

tallsiii - 25 Feb 2005 09:38 - 26 of 35

I agree with a forecast PE of 3.5 the only sensible way for it to go is up!!

skyhigh - 04 Jun 2005 14:41 - 27 of 35

If Ricky Hatton wins Sunday am will this share finally start to rise ?
This company is so undervalued and making substantial profits !

skyhigh - 06 Jun 2005 09:10 - 28 of 35

Brilliant win for Hatton..Can't understand why this share has not gone up already... no trades showing either ! Must be something else going on in the background mms keeping this down. It's only a matter of time untilfor SP lift off ! (imo)

sidtrix - 06 Jun 2005 10:19 - 29 of 35

The Independent

The Stephen King Column:
*Weight of debt threatens to crack the foundations of our economic edifice.

The Small Talk Column:
*Sports Network (LSE: SOP.L - news) is real match-winner.

sidtrix - 06 Jun 2005 10:23 - 30 of 35

Looks like this may have a sharp rise soon, AGM is on the 14th June!

skyhigh - 06 Jun 2005 10:38 - 31 of 35

sidtrix -
Hope you're right... I think this share is way undervalued.. should see shares mag feature SOP as a "buy" also... they were always very positive towards SOP and were mentioned 2/3 times a yr going back 2/3 yrs ago.
We should have news about aquisitions soon as mentioned in their results (they were rumours about them buying a US company (Title) some 6 months ago.

Wouldn't mind betting that there has been/will be a fund raising exercise to help with expansion plans.. maybe that's why mms are keeping this down (large spread also)

sidtrix - 06 Jun 2005 10:53 - 32 of 35

The only thing that is a lil putting off is that the margin is quite big, so does not encourage buyers!
Should be some activity coming up this week, maybe I'll top up then....

skyhigh - 07 Sep 2006 14:39 - 33 of 35

What's going on ? 9m shares bought so far today ! somethings brewing ?

skyhigh - 08 Sep 2006 09:55 - 34 of 35

SP moving up ! (for a change) something's brewing ?
Better results due ?
Patching it up with Ricky H?
big fights lined up ?
Director/institutional buys yesterday

watch this space !

Perhaps I might even get back to break-even (5p)

skyhigh - 02 Mar 2007 17:34 - 35 of 35

Is there any experts who can explain what the below announcement means ?
Is it doomed-curtains etc. ?
What does it mean to the SP and PI share holdings ?

thanks


Any Sports Network Group PLC
02 March 2007

Sports Network Group Plc





Proposed disposal of Sports Network Limited

Change of name to XSN Plc



Notice of EGM





Sports Network Group Plc is pleased to announce that it has today posted a
circular (the 'Circular') to shareholders with a notice of EGM giving details of
the proposed disposal of its subsidiary, Sports Network Limited, to a newly
incorporated company owned by the Frank Warren Consortium to be effected by a
recommended reconstruction of Sports Network Group Plc by means of a scheme of
arrangement under Section 425 of the Companies Act 1985 and reduction of capital
under section 135 of the Companies Act 1985.

Definitions used are set out at the end of this announcement.



Introduction



On 29 September 2006 the Company announced its interim results and stated that
the Directors were continuing to look at ways of diversifying the Company's
earnings so as to create a group with greater prospects for expansion and less
reliance on Frank Warren and Sports Network.



More recently, and as a result of the efforts described above, the Board has
received a number of approaches which may or may not lead to a reverse take-over
(as defined) under the AIM Rules or an offer being made for the Company. In
each case, the approaches have been predicated on the Company having disposed of
Sports Network and becoming a cash shell. After careful consideration and, at
the invitation of the Board, the Frank Warren Consortium has put forward a
proposal to acquire Sports Network in consideration for the cancellation of
their shareholdings in the Company. The purchaser will also guarantee the
repayment of 1.15 million due from Sports Network to the Company.



In order to consider the proposal, an independent committee of the Board was
established consisting of David Elstein as Chairman, Adam Singer and Simon
Metcalf. After careful consideration, the Independent Directors have concluded
that the Disposal is in the best interests of the Company and its shareholders.
If the Scheme takes effect, the Independent Directors believe there may be
opportunities to agree to a proposal from a third party for the cash shell which
should provide more liquidity in which to trade the Company's shares as well as
better prospects for Shareholders. As stated above, the Independent Directors
have had preliminary discussions with a number of companies and the Company has
entered into (non-binding) heads of agreement with one such company which the
Independent Directors consider falls within the future investment strategy
outlined below. These arrangements are the subject of confidentiality
undertakings which restrict the Board from revealing further information at this
time. Whether or not these heads of agreement or any of the other discussions
lead to a transaction will depend upon the results of further due diligence and
the outcome of detailed contractual negotiations. A further announcement will be
made as and when appropriate.



The Disposal is to be achieved by the Scheme which will involve cancelling and
extinguishing 138,529,088 shares representing approximately 68.5 per cent. of
the current issued share capital of the Company. The shares to be cancelled and
extinguished are those held by the Frank Warren Consortium. Under the AIM Rules
the Disposal will constitute a fundamental change of business and is also a
related party transaction. The Scheme is therefore conditional, amongst other
things, upon the approval of the Court Meeting and at the EGM and also on the
sanction of the Scheme by the Court and its confirmation of the Reduction.



The Circular to Shareholders gives details of the Disposal and to recommend that
Shareholders vote in favour of the resolutions to be proposed at the Court
Meeting and the EGM. The Frank Warren Consortium will not participate in the
Court Meeting given their interest in the acquisition of Sports Network but have
consented to the proposed Scheme and agreed to undertake to the Court to be
bound by the Scheme and to carry out all acts necessary or desirable to carry
the provisions of the Scheme into effect.



Background to and Reasons for the Disposal



The Board considers that the nature of Sports Network's business and in
particular its reliance on Frank Warren limits the prospects to expand the
Group. The Board has spent much of the last 18 months trying to find a way to
expand the Group's scope and scale. The Board have looked at related areas such
as sporting goods and health products. Although improved returns from exploiting
the Group's library and rights portfolio, through DVD releases, sponsorship
deals and international distribution have been achieved, the Board has been
unable to find a suitable proposition that would have a material impact on the
Group and be capable of being pursued given the existing shareholder structure.



The heart of the business of the Group remains Frank Warren's stable of
fighters, his skills as a promoter and manager and his ability to secure TV
exposure. Within the UK, the Board considers that the opportunity for growth is
limited. Bright prospects like Amir Khan continue to be put under contract and
carefully developed, but the nature of the business is that boxers can be
injured, or retire, or seek to capture a higher proportion of their earning
capacity as they achieve success.



The Board is also highly conscious of the fact that the presence of a 68 per
cent. shareholder on the share register inhibits the liquidity of the stock.
The performance of the share price has discouraged Frank Warren from accepting
further dilution of his holding. Stock market listings should allow access to
capital to finance expansion, but the share price has made this an unattractive
option for Frank Warren in particular and shareholders in general.



Following the completion of the Scheme, the Company will retain approximately
750,000 in cash, before expenses incurred with regard to the Scheme. The costs
to be borne by the Company are expected to total approximately 150,000. Two
further payments of 150,000 and 250,000 are also payable to the Company as
described below. All these monies will be used for the investment strategy
described below. To differentiate itself from Sports Network's business it is
intended that the Company change its name to XSN Plc.



Summary of the Scheme



In connection with the proposals, the following steps are expected to take
place:



1. The Company will capitalise all of the Intercompany
Indebtedness apart from 1,150,000 by subscribing for further shares in Sports
Network.



2. The Shares held, whether legally or beneficially by the
Frank Warren Consortium, amounting to 138,529,088 in aggregate will, assuming
the passing of the special resolution set out in the notice of the EGM, be
redesignated as 'S' Shares with the rights set out in part V of the Circular.



3. Sports Network will repay the balance of the Intercompany
Indebtedness to the Company amounting to 1,150,000 in the following stages:



a. 750,000 upon the Scheme taking effect;

b. 150,000 on the date being 90 days thereafter; and

c. 250,000 on the date being 12 months thereafter.



These repayments have been personally guaranteed by Frank Warren and Edward
Simons.



4. In consideration of the repayments and agreements referred
to in (3) above and (5) below, the entire issued share capital of each of Sports
Network and S&LB will be transferred to YellBond.



5. Conditionally upon the Scheme becoming effective Frank
Warren and Gavin Simons have agreed to resign as directors of the Company (and/
or consultants as the case may be) and have waived all rights or claims against
the Company in respect of such resignation. Edward Simons has also agreed to
resign as a consultant to the Company and has waived all rights against the
Company in respect of such resignation.



Information on Sports Network



Sports Network is the Group's principal trading subsidiary and continues to be
regarded as one of the leading boxing promotion businesses in the world. It
promotes and/or manages over 60 boxers including Joe Calzaghe, Amir Khan, Enzo
Maccarinelli, Alex Arthur and Scott Harrison. Its fights are broadcast
internationally with regular coverage by ITV1 and ITV4. In addition, Sports
Network generates income from DVD and sponsorship income.



Sports Network reported a gross profit for the 6 months ending 30 June 2006 of
2,125,000. However, overheads and exceptional legal costs reduced operating
profits before goodwill amortization and taxation to 266,000. Profit before
tax was 40,000 and the Group's net assets as at 30 June 2006 were 5,465,000.
The Group's cash balance as at 30 June 2006 was 53,000 with debtors of
1,805,000.



Sports Network intend to release their results for the year ended 31 December
2006 prior to end of March 2007.



Future Investment Strategy



Following the Scheme becoming effective, the Independent Directors intend to
treat the Company as an investment company which will seek to acquire a
significant interest in a single company (or perhaps more than one company)
which is seeking admission to AIM. Any such transaction (which would require
Shareholder approval) is likely to result in the Company's remaining
Shareholders being substantially diluted. As an alternative, the Independent
Directors may seek an offer for the entire issued share capital of the Company.



Investment strategy and criteria



So as best to balance the risk of investing in or acquiring a company with the
potential returns available, the Independent Directors will seek to invest in or
acquire a company which has the following characteristics:



an experienced management team;

a strong position in an established market or an early mover
opportunity in a potentially fast growing market; and

significant prospects and suitability for admission to a regulated
market.



The Independent Directors believe that when a company is identified for
investment or acquisition, the Company may need to raise additional equity
funds. The Independent Directors expect such an investment or acquisition will
almost certainly be a reverse take-over under the AIM Rules and thus will
require shareholder approval and re-admission to AIM.



Investment process



The Independent Directors anticipate an investment or acquisition proposal being
generated from a range of sources, including financial advisers and other
similar professionals, direct introductions and personal contacts of the
Independent Directors.



Once an investment or acquisition proposal has been identified, the Independent
Directors intend to carry out a due diligence process on the potential target
company. Any due diligence process will be tailored to the individual
situation, but, where appropriate, it is likely to include the production of:



a legal due diligence report addressing corporate, contractual and
regulatory issues as well as broader legal information, such as past or pending
litigation, the status of intellectual property and relevant transactions in the
target company's past;

a financial due diligence report setting out an analysis of the
company's business, the key points of the company's financial reports for the
preceding three years and any issues that have arisen from audits of the
company;

a working capital report to establish whether the funds available to
the target company, both in terms of cash resources and bank facilities, are
sufficient for its current stage of development, or whether further funding is
required to facilitate the target company's business plan; and

further specialist reports, such as building valuations, environmental
reports and technology audits, as may be deemed necessary by the Independent
Directors to provide them with sufficient information to make an informed
investment decision.



Winding Up



If the Company has not made an investment or acquisition within twelve months
from completion of the Disposal (or earlier if the Independent Directors deem
appropriate), the Independent Directors will convene an extraordinary general
meeting at which proposals will be put to shareholders to liquidate the assets
of the Company and distribute the proceeds, including the remaining cash
balance, after payment of its liabilities, to shareholders.



Court Meeting



A notice convening a meeting directed by the Court to be held at 1 Threadneedle
Street, London EC2R 8AY at 10 am on 26 March 2007 has today been sent to
Shareholders. Holders of Shares other than members of the Frank Warren
Consortium will be entitled to attend that meeting. The purpose of the Court
Meeting is to seek shareholder approval for the proposed Scheme.



Extraordinary General Meeting



A notice convening an EGM to be held at 1 Threadneedle Street, London, EC2R 8AW
at 10:30am on 26 March 2007 has today been sent to Shareholders. At the EGM
resolutions will be proposed amongst other things to:



(i) redesignate the shares used by the Consortium as 'S' shares;



(ii) approve the reduction of capital involved in the Scheme;



(iii) approve the Disposal; and



(iv) approve the name change.



The meeting will also consider whether any, and if so what, steps should be
taken to deal with the fact that the net assets of the Company are less than
half of its called up share capital



Recommendation



The Disposal constitutes a related party transaction for the purposes of the AIM
rules. The Independent Directors having been so advised by Corporate Synergy,
the Company's nominated adviser, consider that the terms of the Disposal are
fair and reasonable insofar as the Sports Network Shareholders are concerned.
In providing advice to the Board, Corporate Synergy has taken into account the
Independent Directors' commercial assessments.



The Board, other than Frank Warren and Gavin Simons, therefore, unanimously
recommend Shareholders to vote in favour of the Resolutions to be proposed at
the Court Meeting and the EGM as they have undertaken to do so in respect of
their own beneficial holdings amounting to, in aggregate, 13,698,412 Shares
representing approximately 6.8 per cent. of the issued share capital of the
Company and 21.5 per cent. of the Shares eligible to vote at the Court Meeting.



Availability of circular



Pursuant to Rule 20 of the AIM Rules, a copy of the Circular, the Notice of EGM
and Form of Proxy, sent to the Company's shareholders, are available for
inspection at the registered offices of Corporate Synergy Group plc, Old Broad
Street, London, EC2N 1HT.









EXPECTED TIMETABLE OF PRINCIPAL EVENTS



Despatch of the Circular to Shareholders 2 March 2007



Latest time and date for receipt of Proxy Forms for the Court Meeting 10:00am on 24 March 2007



Latest time and date for receipt of Proxy Forms for the Extraordinary 10:30am on 24 March 2007
General Meeting


Court Meeting 10:00 am on 26 March 2007


Extraordinary General Meeting 10:30am on 26 March 2007





Court Hearing to sanction the scheme and approve the reduction 10.30am 16 April on 2007





Effective date 17 April 2007






SHARE CAPITAL SUMMARY




Number of Shares in issue at the date of this document 202,186,201


Number of Shares to be cancelled in relation to the Scheme 138,529,088


Shares in issue upon completion of the Scheme 63,657,113





The dates for the court hearing and the effective date are preliminary only and
subject, amongst other things, to the ability of the court to accommodate the
Company's application on the specified date.



Definitions



The following definitions apply throughout this announcement, unless the context
requires otherwise:



'Act' the
Companies Act 1985 (as amended)



'AIM' the AIM
market operated by the London Stock Exchange on which the Company's shares are
traded



'Business Day' any day on which
lending banks in the London inter-banking sterling markets are open for general
non-automated business in the City of London



'certificated' or 'certificated form' a share or other
security, which is not in uncertificated form



'the Company' Sports Network
Group Plc



'Corporate Synergy' Corporate Synergy
Plc, nominated adviser to the Company



'Court' the High
Court of Justice in England and Wales



'Court Hearing' the hearing by
the Court of the petition to sanction the Scheme



'Court Meeting' the court meeting
described in the Notice of Court Meeting



'Court Meeting Form of Proxy' the Form of Proxy in
respect of the Court Meeting



'Court Meeting Shareholders holders of shares other
than Members of the Frank Warren Consortium



'Court Order' the order of the
Court sanctioning the Scheme and confirming the Reduction



'CREST' the relevant
system (as defined in the Regulations) in respect of which CRESTCo is the
Operator (as defined in the Regulations) in accordance with which securities may
be held in uncertificated form



'CRESTCo' CRESTCo Limited



'Directors' or 'Board' the directors of the
Company as set in Part I of the Circular



'Disposal' means the
disposal by the Company of Sports Network and S&LB by means of a transfer of the
whole of the issued share capital of Sports Network and S&LB to YellBond
pursuant to the terms of the Scheme and the Reduction



'Edward Simons' Edward Simons, the
former chief operating officer of the Company



'Effective Date' the date the
Court Order is delivered to (and insofar as it relates to the Reduction
registered by) the Registrar of Companies



'EGM' the
Extraordinary General Meeting in connection with the Scheme



'Explanatory Statement' the explanatory
statement comprised in this document in compliance with Section 426 of the Act



'EGM Form of Proxy' the Form of Proxy
enclosed herewith in respect of the EGM described in the attached Notice of EGM



'Frank Warren Consortium' or 'Consortium' the consortium constituted by
Frank Warren, his three children (George Warren, Faye Hannah Warren and Henry
Alexander Warren), Edward Simons, Gavin Simons, Francis Warren, Edward Simons
Pension Scheme, Pershing Keen Nominees Limited (account no TY08012) and Wolanski
& Co Trustees Limited;



'Group' the Company
and its subsidiaries



'ICTA 1988' Income and
Corporation Taxes Act 1988



'Independent Directors' David Elstein, Adam
Singer and Simon Metcalf



'Intercompany Indebtedness' all sums owed by Sports
Network to the Company



'London Stock Exchange' London Stock Exchange
plc





'Reconstruction' the proposed
reconstruction of the Company described in this document



'Reduction' the proposed
reduction of the share capital of the Company by the cancellation of the Scheme
Shares by way of a capital reduction under section 135 of the Act, which
reduction forms part of the Scheme



'Registrar of Companies' the Registrar of
Companies in England and Wales



'Remaining Shares' all the Shares
other than the Scheme Shares



'Scheme' the scheme of
arrangement under Section 425 of the Act as described in this document



'Scheme Shares' means the
138,529,088 Shares currently held and owned, whether legally or beneficially, by
the Frank Warren Consortium to be redesignated as 'S' Shares under the Scheme



'Shares' ordinary
shares of 5p each in the capital of the Company



'Shareholders' or

'Sports Network Shareholders' shareholders in the
Company with the exception of the members of the Frank Warren Consortium



'S&LB' Sports &
Leisure Boxing Limited, registered in England with company number 04361296, a
subsidiary of the Company which is subject to the Disposal



'Sports Network' Sports Network
Limited, registered in England with company number 04361297, a subsidiary of the
Company which is subject to the Disposal



'Sterling' or '' pounds sterling
and reference to 'pence' and 'p' shall be construed accordingly



'TCGA 1992' Taxation of
Chargeable Gains Act 1992



'UK' or 'United Kingdom' the United Kingdom of
Great Britain and Northern Ireland



'United States of America', 'US' the United States of
America, its territories and possessions,

or 'United States' any state of the
United States of America, the District of Columbia, and all other areas subject
to its jurisdictions



'Voting Record Time' 10:00am on 24 March
2007 or, if the Court Meeting is adjourned, 48 hours before the time fixed for
such adjourned meeting



'YellBond' YellBond
Limited, a company registered in England and Wales with number 05955945 and
majority owned by Frank Warren



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