Sports Direct Is The UK's Leading Sports Retailer - Sports Direct ...

The Board may refuse to register a transfer of shares in the Company by a
person if those shares represent at least a 0.25% interest in the Company’s
shares or any class thereof and if, in respect of those shares, such person has
been served with a restriction notice after failure (whether by such person or
by another) to provide the Company with information concerning interests in
those shares required to be provided under the Companies Act 2006 (the 2006
Act), unless (i) the transfer is an approved transfer (as defined in the Articles of
Association of the Company), (ii) the member is not himself in default as regards
supplying the information required and certifies that no person in default as
regards supplying such information is interested in any of the shares the subject
of the transfer, or (iii) the transfer of the shares is required to be registered by
the Uncertificated Securities Regulations 2001.
If the Board refuses to register a transfer of a share in certificated form, it will
send the transferee notice of its refusal within two months after the date on
which the instrument of transfer was lodged with the Company. No fee may be
charged for the registration of any instrument of transfer or other document
relating to or affecting the title to a share.
powers to issue shares
At the Company’s Annual General Meeting on 10 September 2008:
• the directors of the Company were generally and unconditionally
authorised pursuant to section 80 of the Companies Act 1985 (the 1985
Act), in substitution for all prior authorities conferred upon them, but
without prejudice to any allotments made pursuant to the terms of such
authorities, to exercise all the powers of the Company to allot relevant
securities (within the meaning of that section) up to an aggregate nominal
amount of £19,215,078 for the period expiring (unless previously revoked,
varied or renewed) at the conclusion of the next Annual General Meeting
of the Company save that the Company may, before such expiry make an
offer or agreement which would or might require relevant securities to be
allotted after such expiry and the directors may allot relevant securities
in pursuance of such an offer or agreement as if the authority had not
expired;
• the directors were empowered to allot equity securities (within the
meaning of section 94 of the 1985 Act) for cash, pursuant to the general
authorities described above in substitution for all prior powers conferred
upon the Board but without prejudice to any allotments made pursuant to
the terms of such powers, as if section 89(1) of the 1985 Act did not apply
to any such allotment, such power being limited to:
i) the allotment of equity securities in connection with an issue in
favour of holders of ordinary shares in the capital of the Company
in proportion (as nearly as may be) to their existing holdings of
ordinary shares but subject to such exclusions or other
arrangements as the directors deem necessary or expedient in
relation to fractional entitlements or any legal or practical problems
under the laws of any territory, or the requirements of any
regulatory body or stock exchange; and
ii) the allotment of equity securities for cash (otherwise than as
described in (i) above) up to an aggregate amount equal to 5% of
the then issued and unconditionally allotted share capital of the
Company provided always that such power expires (unless
previously revoked, varied or renewed) at the conclusion of the next
Annual General Meeting of the Company, save that the Company
may, before the end of such period, make an offer or agreement
which would or might require equity securities to be allotted after
expiry of this authority and the directors may allot equity securities
in pursuance of such an offer or agreement as if this power had not
expired.
The authorities expire at the close of the next Annual General Meeting of the
Company, but a contract to allot shares under these authorities may be made
prior to the expiry of the authority and concluded in whole or part after the
Annual General Meeting, and at that meeting similar authorities will be sought
from shareholders.
the Company’s power to purChase shares
At the Company’s Annual General Meeting on 10 September 2008 the Company
was generally and unconditionally authorised to make market purchases (within
the meaning of section 163(3) of the 1985 Act) of ordinary shares of 10p each in
the Company subject to the following conditions:
• the maximum aggregate number of ordinary shares authorised to be
purchased is 57,645,236, representing 10% of the Company’s issued
ordinary share capital;
• the minimum price (exclusive of expenses) which may be paid for an
ordinary share is 10p (being the nominal value of an ordinary share);
• the maximum price (exclusive of expenses) which may be paid for each
ordinary share is the higher of: (i) an amount equal to 105% of the average
of the middle market quotations for the Ordinary Shares as derived
from the London Stock Exchange Daily Official List of the five business
days immediately preceding the day on which the share is contracted
to be purchased; and (ii) an amount equal to the higher of the price of
the last independent trade of an ordinary share and the highest current
independent bid for an ordinary share as derived from the London Stock
Exchange Trading System.
The above authority expires at the close of the next Annual General Meeting
of the Company, but at that meeting a similar authority will be sought from
shareholders.
shareholders
No shareholder enjoys any special control rights, and, except as set out above
and below, there are no restrictions in the transfer of shares or of voting rights.
Mike Ashley and the Company have entered into a Relationship Agreement,
pursuant to which Mike Ashley undertook to the Company that, for so long as he
is entitled to exercise, or to control the exercise of, 15% or more of the rights to
vote at general meetings of the Company, he will;
• conduct all transactions and relationships with any member of the Group
on arm’s length terms and on a normal commercial basis and with the
approval of the non-executive directors;
• exercise his voting rights or other rights in support of the Company
being managed in accordance with the Listing Rules and the principles
of good governance set out in the Combined Code and not exercise any of
his voting or other rights and powers to procure any amendment to the
Articles of Association of the Company;
• other than through his interest in the Company, not have any interest in
any business which sell sports apparel and equipment subject to certain
rights, after notification to the Company, to acquire any such interest
of less than 20% of the business concerned, and certain other limited
exceptions, without receiving the prior approval of the non-executive
directors;
• and not solicit for employment or employ any senior employee of the
Company.
As at 16 July 2009, the following party had a significant direct or indirect share
holding in the shares of the company:
Number of
shares held
Percentage of issued
ordinary share capital
with voting rights held
Nature
of holding
MASH Holdings Limited 410,400,000 71.2% Direct
MASH Holdings Limited is wholly owned by Mike Ashley.
suppliers
It is the policy of the Group to agree appropriate terms and conditions for its
transactions with suppliers (ranging from standard written terms to individually
negotiated contracts) and for payment to be made in accordance with these
terms, provided the supplier has complied with its obligations.
The number of days purchases outstanding for the Group’s UK operations as 26
April 2009 was 36 days (2008: 27 days).
Sports Direct International PLC Annual Report 2009 15