Update Regarding Preliminary Approaches
Sheffield Wednesday PLC ("Sheffield Wednesday" or the "Company")
7 May 2008
Update re preliminary approaches
Further to the announcement made on 1 May 2008, the board of Sheffield Wednesday (the "Board") confirms that it has still not received any offer proposal from any party that is sufficiently clear or developed with regard to, inter alia, terms, sources of finance, timetable or the process by which any offer for the Company is to be implemented.
The Board continues to be open to dialogue with any bona fide offeror and to working to develop any acceptable proposal such that it can be presented to the Company's shareholders for their consideration. While certain discussions are still ongoing, there can be no certainty that a formal offer to shareholders will be forthcoming.
As a result, the board have now requested that its financial adviser, Deloitte & Touche LLP ("Deloitte"), actively seek a buyer that shares the Board's vision for the long term success of the club.
If a buyer is found and its terms are acceptable to the Board then that party would be required to make an offer to all shareholders subject to the City Code on Takeovers and Mergers for the entire issued share capital of the Company. There is no certainty that such a party will be found at this time. The Company will keep shareholders informed as to progress with this process as appropriate.
Enquiries:
Sheffield Wednesday PLC
Paul Johnson, Company Secretary 0114 2212385
Square 1 Consulting Ltd
Paul McGoohan 020 7929 5599
Trevor Phillips 020 7929 5599
Deloitte & Touche LLP
Roger Esler, Corporate Finance Partner 0113 243 9021
The Directors of Sheffield Wednesday accept responsibility for the information contained in this announcement. To the best of the knowledge and belief of the Directors, who have taken all reasonable care to ensure such is the case, the information contained in this announcement is in accordance with the facts and does not omit anything likely to affect the import of such information.
Dealing Disclosure Requirements
Under the provisions of Rule 8.3 of the Takeover Code (the "Code"), if any person is, or becomes, "interested" (directly or indirectly) in 1% or more of any class of "relevant securities" of Sheffield Wednesday, all "dealings" in any "relevant securities" of that company (including by means of an option in respect of, or a derivative referenced to, any such "relevant securities") must be publicly disclosed by no later than 3.30 pm (London time) on the London business day following the date of the relevant transaction. This requirement will continue until the date on which the offer becomes, or is declared, unconditional as to acceptances, lapses or is otherwise withdrawn or on which the "offer period" otherwise ends. If two or more persons act together pursuant to an agreement or understanding, whether formal or informal, to acquire an "interest" in "relevant securities" of the Company, they will be deemed to be a single person for the purpose of Rule 8.3.
Under the provisions of Rule 8.1 of the Code, all "dealings" in "relevant securities" of Sheffield Wednesday by Sheffield Wednesday, or by any of their respective "associates", must be disclosed by no later than 12.00 noon (London time) on the London business day following the date of the relevant transaction.
A disclosure table, giving details of the companies in whose "relevant securities" "dealings" should be disclosed, and the number of such securities in issue, can be found on the Takeover Panel's website at www.thetakeoverpanel.org.uk.
"Interests in securities" arise, in summary, when a person has long economic exposure, whether conditional or absolute, to changes in the price of securities. In particular, a person will be treated as having an "interest" by virtue of the ownership or control of securities, or by virtue of any option in respect of, or derivative referenced to, securities. Terms in quotation marks are defined in the Code, which can also be found on the Panel's website. If you are in any doubt as to whether or not you are required to disclose a "dealing" under Rule 8, you should consult the Panel."















