REG - Sports Direct Intl. - Statement regarding Findel plc <Origin Href="QuoteRef">SPD.L</Origin>

FrasersAnnouncement

21/12/2015 18:10

RNS Number : 8036J
Sports Direct International Plc
21 December 2015
21 December 2015
Sports Direct International plc
Statement regarding the resolution proposed for the appointment of Benjamin William Gardener (Mr Gardener) as a director of Findel plc (Findel) at the General Meeting of Findel on 21 December 2015
Sports Direct International plc ("Sports Direct") notes the result of today's EGM relating to the resolution proposed by Sports Direct for the appointment of Mr Gardener as a director of Findel.
Sports Direct acquired a shareholding in Findel on the understanding that this would be of benefit to, and welcomed by, Findel and its other major shareholders. Sports Direct was also of the understanding that Toscafund and Schroders, as major shareholders, had approved and were in support of Mr Gardener's appointment to the Findel board as representatives of Toscafund and Schroders had met with Mr Gardener prior to Sports Direct making such a proposal.
Sports Direct believed that the combination of Sports Direct as a supportive shareholder with retail expertise and Mr Gardener as a board director would have added value to Findel for the benefit of all of its shareholders.
In relation to Findel's operations, performance and its current management, Sports Direct would note the following:
Findel has been without a CEO since March despite the stated use of independent external consultants leading the search for suitable candidates.
Despite the announcement on 29 September of an approach from a third party for the Kitbag business and the agreement of terms in relation to the sale of Kitbag, a transaction has not yet been agreed and Kitbag's operating losses actually increased in HI 2016.1
Findel Education's revenue decreased by 8.2% for HI 2016 compared to the prior year first half.2
Express Gifts performance in HI 2016 was "below expectations" with revenue growth of 2.7% and flat operating profit.3
In light of the above, Sports Direct believes it could have worked with Findel and its board to improve its business and its share price.
In relation to the commentary in Findel's circular to shareholders and subsequently in the press regarding Mr Gardener, Sports Direct believes this is unfair, inaccurate and unjustified. Also, for the record, Mr Gardener is very aware of the responsibilities which would flow from being a director of a listed company and also of a director's statutory duties, including the duty to avoid conflicts of interest, the duty to exercise independent judgment and the duty to promote the business of the company for the benefit of ALL its shareholders.
Sports Direct would also not have considered working with Findel, or proposed Mr Gardener's appointment to the Findel board, without prior indications of support from Toscafund and Schroders, though notes that they haven't provided a clear public explanation as to why they subsequently decided to provide irrevocable undertakings to vote against MrGardener's appointment.
Sports Direct continues to believe that:
Findel should focus on trying to run its business more successfully and not reject offers of specialist assistance.
All the Findel business segments could have been improved for the benefit of all of its shareholders with the retail expertise of Sports Direct.
Mr Gardener could have helped in all these regards and would have been a positive addition to a board that Sports Direct believes has under-delivered for its shareholders.
It is for these reasons that Sports Direct proposed the resolution to appoint Mr Gardener to the Board of Findel, which was put to the General Meeting of Findel today.
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Rory Godson
Peter Ogden
Lisa Kavanagh
1 Source: Findel plc Interim Results for the 26 weeks ended 25 September 2015 released on 25 November 2015.
2 Source: Findel plc Interim Results for the 26 weeks ended 25 September 2015 released on 25 November 2015.
3 Source: Findel plc Interim Results for the 26 weeks ended 25 September 2015 released on 25 November 2015.

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