Goals Soccer Centres PLC Recommended cash offer (1248I)

TIDMGOAL

RNS Number : 1248I

Goals Soccer Centres PLC

20 July 2012

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION

20 July 2012

Recommended Cash Offer

for

Goals Soccer Centres plc ("Goals")

by

Goliath Bidco Limited ("Goliath")

a company controlled by Ontario Teachers' Pension Plan Board ("OTPP")

Summary

-- The board of Goliath and the Independent Directors of Goals are pleased to announce that they have agreed the terms of a recommended cash offer pursuant to which Goliath will acquire the entire issued and to be issued share capital of Goals. Goliath is a newly-incorporated company controlled by OTPP and in which OTPP indirectly holds substantially all of the economic rights. It is intended that the Offer will be effected by way of a Court-sanctioned scheme of arrangement under Part 26 of the Companies Act.

-- Under the terms of the Offer, Goals Shareholders will be entitled to receive 144 pence in cash for each Goals Share, valuing the entire issued and to be issued share capital of Goals (fully diluted by the Goals Share Options which are in-the-money and capable of exercise) at approximately GBP73.1 million.

   --     The Offer of 144 pence for each Goals Share represents a premium of approximately: 

o 34.0% to the Closing Price of 107.5 pence per Goals Share on 30 March 2012 (being the last Business Day prior to commencement of the Offer Period);

o 47.1% to the average Closing Price of 97.9 pence per Goals Share over the six months ending on 30 March 2012 (being the last Business Day prior to the commencement of the Offer Period);

o 33.6% to the average Closing Price of 107.8 pence per Goals Share over the twelve months ending on 30 March 2012 (being the last Business Day prior to the commencement of the Offer Period); and

o 6.7% to the Closing Price of 135.0 pence per Goals Share on 19 July 2012 (being the last Business Day prior to the date of this announcement).

-- The Independent Directors, who have been so advised by Canaccord Genuity, consider the terms of the Offer to be fair and reasonable so far as Goals Shareholders are concerned. In providing its advice to the Independent Directors, Canaccord Genuity has taken into account the commercial assessments of the Independent Directors.Accordingly, the Independent Directors intend unanimously to recommend that Goals Shareholders vote in favour of the resolutions to be proposed at the Court Meeting and the General Meeting.

-- Goliath has received irrevocable undertakings from all of the Independent Directors to vote, or procure the vote by their connected persons, in favour of the resolutions to be proposed at the Court Meeting and the General Meeting in respect of 913,951 Goals Shares in aggregate, representing approximately 1.9% of the issued share capital of Goals on 19 July 2012 (being the latest practical date prior to this announcement).

-- Goliath has received irrevocable undertakings from all of the Managers to vote, or procure the vote by their connected persons and persons holding Goals Shares on behalf of the Managers and/or their connected persons, in favour of the resolutions to be proposed at the General Meeting (save for the resolution to approve the Management Arrangements) and they have agreed to, and to procure that their connected persons and persons holding Goals Shares on behalf of the Managers and/or their connected persons will, consent to and submit and undertake to the Court to be bound by the Scheme in respect of 5,774,996 Goals Shares in aggregate, representing approximately 11.9% of the issued share capital of Goals on 19 July 2012 (being the latest practical date prior to this announcement).

-- Goliath has received letters of intent from Aviva Investors Global Services Limited, Henderson Global Investors Limited and Universities Superannuation Scheme Limited to vote in favour of the resolutions to be proposed at the Court Meeting and the General Meeting in respect of 6,440,579 Goals Shares in aggregate, representing approximately 13.2% of the issued share capital of Goals on 19 July 2012 (being the latest practical date prior to this announcement).

-- Irrevocable undertakings and letters of intent to vote in favour of the resolutions to be proposed at the Court Meeting have therefore been received in respect of, in aggregate, 7,354,530 Goals Shares, representing approximately 17.2% of votes that may be cast at the Court Meeting as at 19 July 2012 (being the latest practical date prior to this announcement).

-- Irrevocable undertakings and letters of intent to vote in favour of the resolutions to be proposed at the General Meeting (save for the resolution to approve the Management Arrangements) have also therefore been received in respect of, in aggregate, 13,129,526 Goals Shares, representing approximately 27.0% of votes that may be cast on those resolutions as at 19 July 2012 (being the latest practical date prior to this announcement).

-- In addition, irrevocable undertakings and letters of intent to vote in favour of the resolution to be proposed at the General Meeting to approve the Management Arrangements have therefore been received in respect of, in aggregate, 7,354,530 Goals Shares, representing approximately 17.2% of votes that may be cast on that resolution as at 19 July 2012 (being the latest practical date prior to this announcement).

-- Further details of these irrevocable undertakings and letters of intent are set out in Appendix III to this announcement.

-- The Offer is subject to the Conditions and further terms set out in Appendix I to this announcement and to be set out in the Scheme Document. Further details of the Offer and the Scheme will be contained in the Scheme Document which will be despatched to Goals Shareholders on or before 17 August 2012.

-- Goals is receiving financial advice from Canaccord Genuity. Goliath is receiving financial advice from Dean Street and GLP.

-- Commenting on the Offer, Sir Rodney Walker, Chairman of Goals and Chairman of the committee of the Independent Directors, said:

"The Independent Directors unanimously recommend the Offer by Ontario Teachers' Pension Plan Board at a price which offers a significant cash premium to recent market prices. The Offer by Ontario Teachers' Pension Plan Board provides Goals Shareholders with certainty in a difficult economic environment, where significant execution risks remain around consumer facing businesses. I and the other Independent Directors consider, for the reasons set out in this announcement, that the Offer represents a fair and reasonable opportunity for Goals Shareholders to realise cash value not otherwise available in the market."

   --     Commenting on the Offer, Keith Rogers, Managing Director of Goals, said: 

"The Goals management team is excited about partnering with OTPP. This investment will represent a significant step in the implementation of management's strategy to expand our scale, geography and capability. Twelve years ago, we positioned Goals to capture value through the provision of "next generation soccer facilities" across the UK. With OTPP, we can now deliver our longer term vision of allowing thousands more players, young and old, access to the unique Goals experience."

-- Commenting on the Offer, Jo Taylor, Vice President & Senior Representative London Office, Teachers' Private Capital, said:

"We believe that this will be a win-win for investors, employees and the thousands of players who enjoy using Goals' facilities each week. The management team has built a robust business since acquiring Goals in 2000, and we are excited at the growth plans for the future. Our aim is to cement Goals' position as the UK's premier 5-a-side operator and help the business to achieve its full potential."

Enquiries

 
 Pelham Bell Pottinger, for OTPP and Goliath 
 Clinton Manning                                       Tel: +44 207 
                                                           861 1605 
 Dan de Belder                                         Tel: +44 207 
                                                           861 3881 
 
 Dean Street (Financial Adviser to OTPP and Goliath) 
 Mervyn Metcalf                                        Tel: +44 203 
                                                           436 0061 
 Graeme Atkinson                                       Tel: +44 203 
                                                           436 0062 
 
 GLP (Financial Adviser to OTPP and Goliath) 
 Kevin Berry                                           Tel: +44 207 
                                                           016 8045 
 David Bains                                           Tel: +44 207 
                                                           016 8065 
 
 College Hill, for Goals 
 Matthew Smallwood                                     Tel: +44 207 
                                                           457 2005 
 Jamie Ramsay                                          Tel: +44 207 
                                                           457 2047 
 
 Canaccord Genuity (Financial Adviser and Corporate 
  Broker to Goals) 
 Mark Dickenson                                        Tel: +44 207 
                                                           523 8310 
 Adam Miller                                           Tel: +44 207 
                                                           523 8307 
 Joe Weaving                                           Tel: +44 207 
                                                           523 8314 
 

This summary should be read in conjunction with, and is subject to, the full text of this announcement, including the Appendices.

Canaccord Genuity, which is authorised and regulated in the United Kingdom by the Financial Services Authority, is acting exclusively as financial adviser and corporate broker to Goals Soccer Centres plc and no one else in connection with the Offer and this announcement and will not be responsible to anyone other than Goals Soccer Centres plc for providing the protections afforded to clients of Canaccord Genuity or for providing advice in connection with the Offer or any matter or arrangement referred to herein.

Dean Street, which is the appointed representative of Ashcombe Advisers LLP, which is authorised and regulated in the United Kingdom by the Financial Services Authority, is acting exclusively for OTPP and the Goliath Group and no one else in connection with the Offer and this announcement and will not be responsible to anyone other than OTPP and the Goliath Group for providing the protections afforded to clients of Dean Street or for providing advice in connection with the Offer or any matter or arrangement referred to herein.

GLP, which is authorised and regulated in the United Kingdom by the Financial Services Authority, is acting exclusively for OTPP and the Goliath Group and no one else in connection with the Offer and this announcement and will not be responsible to anyone other than OTPP and the Goliath Group for providing the protections afforded to clients of GLP or for providing advice in connection with the Offer or any matter or arrangement referred to herein.

This announcement is for information purposes only and is not intended to and does not constitute or form part of an offer to sell or an invitation to purchase any securities or the solicitation of an offer to buy any securities, pursuant to the Offer or otherwise. The Offer will be made solely by means of the Scheme Document and the accompanying Forms of Proxy which will together contain the full terms and Conditions of the Offer, including details of how to vote in respect of the Offer.

This announcement has been prepared for the purpose of complying with Scots law and the Takeover Code and the information disclosed may not be the same as that which would have been disclosed if this announcement had been prepared in accordance with the laws of jurisdictions outside the United Kingdom.

Goals will prepare the Scheme Document to be distributed to Goals Shareholders. Goals and Goliath urge Goals Shareholders to read the Scheme Document when it becomes available because it will contain important information relating to the Offer.

Overseas Shareholders

The release, publication or distribution of this announcement in certain jurisdictions may be restricted by law. Persons who are not resident in the United Kingdom or who are subject to other jurisdictions should inform themselves of, and observe, any applicable requirements.

The Offer relates to shares of a UK company and is proposed to be effected by means of a scheme of arrangement under Scots law. The scheme of arrangement will relate to the shares of a UK company that is a "foreign private issuer" as defined under Rule 3b-4 under the Exchange Act. A transaction effected by means of a scheme of arrangement is not subject to proxy solicitation or tender offer rules under the Exchange Act. Accordingly, the Offer is subject to the disclosure requirements, rules and practices applicable in the United Kingdom to schemes of arrangement, which differ from the requirements of US proxy solicitation and tender offer rules. Financial information included in the relevant documentation will have been prepared in accordance with accounting standards applicable to the UK that may not be comparable to the financial statements of US companies.

Unless otherwise determined by Goliath or required by the Takeover Code, and permitted by applicable law and regulation, the Offer will not be made available, directly or indirectly, in, into or from a Restricted Jurisdiction where to do so would violate the laws in that jurisdiction and no person may vote in favour of the Offer by any such use, means, instrumentality or from within a Restricted Jurisdiction if to do so would constitute a violation of the laws of that jurisdiction. Accordingly, copies of this announcement and all documents relating to the Offer are not being, and must not be, directly or indirectly, mailed or otherwise forwarded, distributed or sent in, into or from a Restricted Jurisdiction where to do so would violate the laws in that jurisdiction, and persons receiving this announcement and all documents relating to the Offer (including custodians, nominees and trustees) must not mail or otherwise distribute or send them in, into or from such jurisdictions where to do so would violate the laws in that jurisdiction.

The availability of the Offer to Goals Shareholders who are not resident in the United Kingdom may be affected by the laws of the relevant jurisdictions in which they are resident. Persons who are not resident in the United Kingdom should inform themselves of, and observe, any applicable requirements.

Forward-looking statements

This announcement contains statements about the Goals Group that are or may be forward-looking statements. All statements other than statements of historical facts included in this announcement may be forward-looking statements. Without limitation, any statements preceded or followed by or that include the words "targets", "plans", "believes", "expects", "aims", "intends", "will", "may", "anticipates", "estimates", "projects", "should" or words or terms of similar substance or the negative thereof, are forward-looking statements. Forward-looking statements include statements relating to the following: (i) future capital expenditures, expenses, revenue, earnings, synergies, economic performance, indebtedness, financial condition, dividend policy, losses and future prospects; and (ii) business and management strategies and the expansion and growth of Goliath Group's or Goals Group's operations.

Such forward-looking statements involve risks and uncertainties that could significantly affect expected results and are based on certain key assumptions. Many factors could cause actual results to differ materially from those projected or implied in any forward-looking statements.

There are a number of factors that could cause actual results and developments to differ materially from those expressed or implied by these forward-looking statements, and readers are therefore cautioned not to place undue reliance on such forward-looking statements, which speak only as of the date hereof. These factors include, but are not limited to, continued growth in the market for Goals' services and general economic conditions. Furthermore, a review of the reasons why actual results and developments may differ materially from the expectations disclosed or implied within forward-looking statements can be found by referring to the information contained in Goals' Annual Report for the year ended 31 December 2011 which can be found on Goals' website (www.goalsplc.com/investors).

Goliath and Goals expressly disclaim any obligation to update any forward-looking or other statements contained herein, except as required by applicable law.

Disclosure requirements of the Takeover Code

Under Rule 8.3(a) of the Takeover Code, any person who is interested in 1% or more of any class of relevant securities of an offeree company or of any paper offeror (being any offeror other than an offeror in respect of which it has been announced that its offer is, or is likely to be, solely in cash) must make an Opening Position Disclosure following the commencement of the offer period and, if later, following the announcement in which any paper offeror is first identified. An Opening Position Disclosure must contain details of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any paper offeror(s). An Opening Position Disclosure by a person to whom Rule 8.3(a) applies must be made by no later than 3.30 pm (London time) on the 10th business day following the commencement of the offer period and, if appropriate, by no later than 3.30 pm (London time) on the 10th business day following the announcement in which any paper offeror is first identified. Relevant persons who deal in the relevant securities of the offeree company or of a paper offeror prior to the deadline for making an Opening Position Disclosure must instead make a Dealing Disclosure.

Under Rule 8.3(b) of the Takeover Code, any person who is, or becomes, interested in 1% or more of any class of relevant securities of the offeree company or of any paper offeror must make a Dealing Disclosure if the person deals in any relevant securities of the offeree company or of any paper offeror. A Dealing Disclosure must contain details of the dealing concerned and of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any paper offeror, save to the extent that these details have previously been disclosed under Rule 8. A Dealing Disclosure by a person to whom Rule 8.3(b) applies must be made by no later than 3.30 pm (London time) on the business day following the date of the relevant dealing.

If two or more persons act together pursuant to an agreement or understanding, whether formal or informal, to acquire or control an interest in relevant securities of an offeree company or a paper offeror, they will be deemed to be a single person for the purpose of Rule 8.3.

Details of the offeree and offeror companies in respect of whose relevant securities Opening Position Disclosures and Dealing Disclosures must be made can be found in the Disclosure Table on the Panel's website at http://www.thetakeoverpanel.org.uk, including details of the number of relevant securities in issue, when the offer period commenced and when any offeror was first identified. If you are in any doubt as to whether you are required to make an Opening Position Disclosure or a Dealing Disclosure, you should contact the Panel's Market Surveillance Unit on [phone].

Information relating to Goals Shareholders

Please be aware that addresses, electronic addresses and certain information provided by Goals Shareholders, persons with information rights and other relevant persons for the receipt of communications from Goals may be provided to Goliath during the Offer Period as requested under Section 4 of Appendix 4 of the Takeover Code to comply with Rule 2.12(c).

Publication on Website

A copy of this announcement will be made available free of charge (subject to certain restrictions relating to persons resident in Restricted Jurisdictions) on Goals' website (www.goalsplc.com/investors) by no later than noon (London time) on the day following this announcement.

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION

FOR IMMEDIATE RELEASE

20 July 2012

RECOMMENDED CASH OFFER FOR GOALS SOCCER CENTRES PLC ("GOALS") BY GOLIATH BIDCO LIMITED ("GOLIATH")

   1.         Introduction 

The board of Goliath and the Independent Directors of Goals are pleased to announce that they have agreed the terms of a recommended cash offer pursuant to which Goliath will acquire the entire issued and to be issued share capital of Goals. Goliath is a newly-incorporated company controlled by OTPP and in which OTPP indirectly holds substantially all of the economic rights.

   2.         The Offer 

It is intended that the Offer will be effected by way of a Court-sanctioned scheme of arrangement under Part 26 of the Companies Act.

Pursuant to the Offer, which will be subject to the conditions and further terms set out below and in Appendix I and to the full terms and conditions which will be set out in the Scheme Document, Goals Shareholders will (subject as described in paragraph 10 below in respect of the Managers and the other holders of the Management Shares) receive:

   for each Goals Share                144 pence in cash 

The Offer values the entire issued and to be issued share capital of Goals (fully diluted by the Goals Share Options which are in-the-money and capable of exercise) at approximately GBP73.1 million.

The Offer of 144 pence for each Goals Share represents a premium of approximately:

o 34.0% to the Closing Price of 107.5 pence per Goals Share on 30 March 2012 (being the last Business Day prior to commencement of the Offer Period);

o 47.1% to the average Closing Price of 97.9 pence per Goals Share over the six months ending on 30 March 2012 (being the last Business Day prior to the commencement of the Offer Period);

o 33.6% to the average Closing Price of 107.8 pence per Goals Share over the twelve months ending on 30 March 2012 (being the last Business Day prior to the commencement of the Offer Period); and

o 6.7% to the Closing Price of 135.0 pence per Goals Share on 19 July 2012 (being the last Business Day prior to the date of this announcement).

No dividends will be paid by Goals between the date of this announcement and the Effective Date or (if applicable) the date on which any condition to the Scheme can no longer be satisfied or (if capable of waiver) waived.

   3.         Background to the Offer 

OTPP administers the largest single-profession pension plan in Canada. OTPP invests the fund's assets and administers the pensions of active and retired teachers in Ontario. Its private equity investing arm, TPC, has a focus on, and a successful track record of investing in, the leisure sector (in particular in sports-related leisure) on a global basis.

TPC has been actively investigating the possibility of making an investment in a five-a-side football operator. Five-a-side football is a growing leisure activity which has a broad appeal across age groups, social groups and geographies. Against the continuing challenging economic background in many developed economies, five-a-side football has demonstrated resilience due to relatively low per capita pricing, health and wellness trends and peer pressure supporting regular weekly participation.

TPC identified Goals as an attractive platform due to its market-leading position and its experienced and skilled management team. This, combined with its relatively stable financial performance and continued growth at a time of difficult economic conditions in the UK, have enabled OTPP to offer, in its view, a substantial premium to Goals Shareholders whilst at the same time observing its own disciplined approach to investing.

TPC believes that Goals is a good buy-and-build opportunity in a fragmented, underdeveloped and defensive market. It believes that as a privately owned company, with TPC's assistance and its expertise in sports-related leisure, its global presence and with access to growth capital, Goals' management is well positioned to take advantage of a window of opportunity to further strengthen its position in the UK and to establish itself in other geographies.

   4.         Recommendation 

The Independent Directors, who have been so advised by Canaccord Genuity, consider the terms of the Offer to be fair and reasonable so far as Goals Shareholders are concerned. In providing its advice to the Independent Directors, Canaccord Genuity has taken into account the commercial assessments of the Independent Directors. Accordingly, the Independent Directors intend unanimously to recommend that Goals Shareholders vote in favour of the resolutions to be proposed at the Court Meeting and the General Meeting.

   5.         Background to and reasons for the recommendation to Goals Shareholders 

On 2 April 2012 Goals announced that, following press speculation concerning the Company, it had received a preliminary approach from OTPP which might or might not lead to an offer being made for the Company.

The Independent Directors and Canaccord Genuity evaluated the feasibility of running multiple bidders in a controlled auction process by engaging with potential offerors. A number of parties expressed an interest in exploring preliminary discussions regarding a possible offer for Goals. However, all but one of these parties indicated at an early stage that they were unable to confirm the finance required to put forward an indicative offer and so were discounted from any formal process.

Other than OTPP, the only party which actively engaged in a meaningful due diligence exercise with a view to progressing discussions with Goals was Patron Sports Holding Sarl, the controlling shareholder of Goals' nearest competitor Powerleague Group Limited. On 2 July 2012 Goals announced that, following press speculation concerning the Company, it had received a preliminary approach from Patron which might or might not lead to an offer being made for the Company. The Independent Directors and Canaccord Genuity have since remained in discussions with Patron and its advisers, but there is no current certainty that an offer by or on behalf of Patron will be forthcoming.

The board of directors of Goals (acting through an independent committee comprising the Independent Directors), having consulted with its advisers and taken into account the views of a number of major Goals Shareholders, believes that Goliath's cash offer of 144 pence per Goals Share provides an attractive combination of value and certainty for Goals Shareholders and reflects the performance and prospects of Goals in a difficult economic environment. The Offer provides an immediate opportunity for Goals Shareholders to realise their investment for cash at a significant premium of approximately 34.0% to the Closing Price of 107.5 pence per Goals Share on 30 March 2012 (being the last Business Day prior to commencement of the Offer Period). It is in light of this combination of value and certainty, and in the absence of a firm indication from Patron that an offer will be forthcoming, that the Independent Directors have chosen to recommend the Offer from OTPP.

The Independent Directors understand that OTPP is a highly credible institution with substantial funds at its disposal, and is well placed to support the Managers' plans to take Goals' businesses to the next stage of their development.

Goliath recognises the skills and experience of the existing management and employees of Goals. Goliath has, therefore, given assurances that, if the Scheme becomes effective, the existing employment rights, including pension rights, of the management and employees of Goals will be fully safeguarded.

The Managers have not participated in the appraisal of the Offer or in the decision to recommend the Offer to the Goals Shareholders, as a result of the conflict of interest arising from their participation in the Management Arrangements, which are described more fully below. As a result, an independent committee of the Board comprising the Independent Directors (all of whom are non-executive) was established in connection with the Offer process.

The same conflict of interest precludes the Managers, their connected persons and (in respect of Goals Shares held on behalf of the Managers and/or their connected persons only) persons holding Goals Shares on behalf of the Managers and/or their connected persons from voting on the resolution to approve the Scheme at the Court Meeting (although they will be entitled to vote on the resolutions to be proposed at the General Meeting, save for the resolution to approve the Management Arrangements).

   6.         Irrevocable undertakings 

Goliath has received irrevocable undertakings from all of the Independent Directors to vote, or procure the vote by their connected persons, in favour of the resolutions to be proposed at the Court Meeting and the General Meeting in respect of 913,951 Goals Shares in aggregate, representing approximately 1.9% of the issued share capital of Goals on 19 July 2012 (being the latest practical date prior to this announcement).

Goliath has received irrevocable undertakings from all of the Managers to vote, or procure the vote by their connected persons and persons holding Goals Shares on behalf of the Managers and/or their connected persons, in favour of the resolutions to be proposed at the General Meeting (save for the resolution to approve the Management Arrangements) and they have agreed to, and to procure that their connected persons and persons holding Goals Shares on behalf of the Managers and/or their connected persons will, consent to and submit and undertake to the Court to be bound by the Scheme in respect of 5,774,996 Goals Shares in aggregate, representing approximately 11.9% of the issued share capital of Goals on 19 July 2012 (being the latest practical date prior to this announcement).

Goliath has received letters of intent from Aviva Investors Global Services Limited, Henderson Global Investors Limited and Universities Superannuation Scheme Limited to vote in favour of the resolutions to be proposed at the Court Meeting and the General Meeting in respect of 6,440,579 Goals Shares in aggregate, representing approximately 13.2% of the issued share capital of Goals on 19 July 2012 (being the latest practical date prior to this announcement).

Irrevocable undertakings and letters of intent to vote in favour of the resolutions to be proposed at the Court Meeting have therefore been received in respect of, in aggregate, 7,354,530 Goals Shares, representing approximately 17.2% of votes that may be cast at the Court Meeting as at 19 July 2012 (being the latest practical date prior to this announcement).

Irrevocable undertakings and letters of intent to vote in favour of the resolutions to be proposed at the General Meeting (save for the resolution to approve the Management Arrangements) have also therefore been received in respect of, in aggregate, 13,129,526 Goals Shares, representing approximately 27.0% of votes that may be cast on those resolutions as at 19 July 2012 (being the latest practical date prior to this announcement).

In addition, irrevocable undertakings and letters of intent to vote in favour of the resolution to be proposed at the General Meeting to approve the Management Arrangements have therefore been received in respect of, in aggregate, 7,354,530 Goals Shares, representing approximately 17.2% of votes that may be cast on that resolution as at 19 July 2012 (being the latest practical date prior to this announcement).

Further details of these irrevocable undertakings and letters of intent are set out in Appendix III to this announcement.

   7.         Information relating to Goliath, OTPP and TPC 

Goliath is a newly incorporated company, incorporated under the laws of England and Wales, formed for the purpose of implementing the Offer and which is controlled by OTPP and in which OTPP indirectly holds substantially all of the economic rights. The current directors of Goliath are Frederik Wijsenbeek and Marvin Teubner.

Goliath has not traded since incorporation, nor has it entered into any obligations, other than in connection with the Offer and the financing of the Offer.

Further details in relation to Goliath will be contained in the Scheme Document.

OTPP was founded in 1917 and was administered by an arm of the Ontario government. In 1990, the fund was established as an independent corporation with the mandate to administer pensions and invest the plan's assets. Over the last 20 years, OTPP has transformed itself from largely being a holder of government bonds with a C$19bn portfolio into one of the world's largest and most sophisticated institutional investors. OTPP is Canada's largest single-profession pension plan, with approximately C$117.1 billion in net assets as at 31 December 2011. It administers the pensions of approximately 300,000 active and retired teachers, and inactive members, in the province of Ontario.

TPC is the private equity investing arm of OTPP, with offices in Toronto and London. As at 31 December 2011, TPC had invested in excess of C$12 billion in private equity investments, making it one of world's largest private equity investors. Its portfolio encompasses investments in leading private equity funds, co-investments alongside other like-minded investors, and direct investments in fast-growing companies globally.

   8.         Information relating to Goals 

Goals owns and operates 43 outdoor five-a-side football centres in the UK and one in the US. In the year ended 31 December 2011, Goals had revenues of GBP30.4 million and profits before tax of GBP9.2 million.

   9.         Financing of the Offer 

The cash consideration of approximately GBP67.1 million payable by Goliath to Goals Shareholders under the terms of the Offer will be funded by:

o OTPP providing approximately GBP70.7 million to Goliath Topco by way of subscriptions for shares and/or loan notes, Goliath Topco in turn providing that amount to Goliath Midco by way of subscriptions for shares and/or advancing loans and Goliath Midco in turn providing that amount to Goliath by way of subscriptions for shares and/or advancing loans; and

o Goliath drawing down a loan facility of GBP62.0 million (less fees and expenses of approximately GBP3.6 million) arranged by GE Capital, Haymarket Financial Luxembourg 3 S.a. r.l and Macquarie Bank Limited, London Branch.

Full details of the financing of the Offer will be set out in the Scheme Document.

Dean Street and GLP are each satisfied that sufficient resources are available to Goliath to satisfy in full the cash consideration payable by Goliath to Goals Shareholders under the terms of the Offer.

   10.        Management, employees and locations 

Goliath has assured the Independent Directors that, on the Scheme becoming effective, the existing employment rights, including pension rights, of the management and employees of the Goals Group will be safeguarded.

Goliath's current plans for Goals do not involve any material change to its commercial offering or place of business.

The Independent Directors of Goals have each agreed to resign as a director of Goals with effect from the Effective Date and they will each receive remuneration and other payments to which they are entitled up to the Effective Date and payment in lieu of notice in line with the termination provisions of their respective service agreements or letters of appointment by way of compensation.

Summary of Management Arrangements

In view of the track record of the Managers in driving sustained growth and profitability in Goals' business and the team's experience of operating football centres internationally, the board of Goliath believes that the ongoing participation in the enlarged Goliath Group of the Managers is a very important element of the Offer.

The Managers have, therefore, agreed with Goliath to reinvest a substantial proportion of their, their connected persons' and persons holding Goals Shares on behalf of the Managers and/or their connected persons' existing holdings of Goals Shares and Goals Shares which they will acquire upon exercise of their in-the-money Goals Share Options (which they have agreed to exercise on the Scheme being sanctioned by the Court). In order to give effect to such reinvestment on the terms of the Management Arrangements, under the Scheme the Management Shares (comprising, in aggregate, 4,146,664 Goals Shares) will first be reclassified as A ordinary, B ordinary, C ordinary and D ordinary shares of 0.25 pence each in the capital of Goals and then cancelled in consideration for which the Managers and the other holders of the Management Shares will receive 144 pence in nominal amount of Management Loan Notes for each share held. The Management Loan Notes will not be listed on any stock exchange.

Pursuant to the Management Arrangements, it is expected that the Managers and the other holders of the Management Shares will be granted an option to exchange the Management Loan Notes (on a security for security basis) for loan notes in Goliath Midco and, in turn, for shares and loan notes in Goliath Topco. The Managers will also subscribe directly for certain shares in Goliath Topco. If such options are exercised and/or subscriptions completed, it is expected that the Managers and the other holders of the Management Shares will, at the same time, become party to a shareholders' agreement relating to Goliath Topco on the terms set out in the Management Arrangements.

The Management Shares have an approximate value of GBP6.0 million at the Offer price which represents approximately 64.6% of the cash proceeds (net of the exercise price of the Managers' in-the-money Goals Share Options and all taxes that the Managers are required to indemnify Goals for pursuant to the Goals Share Option Schemes on the exercise of such Goals Share Options) that the Managers and their connected persons would have received for their Goals Shares (including those issued on the exercise of their in-the-money Goals Share Options) under the Offer had the Management Arrangements not been entered into. The Managers and their connected persons will receive aggregate cash consideration of approximately GBP3.3 million (such amount being net of the exercise price of the Managers' in-the-money Goals Share Options and all taxes that the Managers are required to indemnify Goals for pursuant to the Goals Share Option Schemes on the exercise of such Goals Share Options) for their Goals Shares which are not Management Shares under the terms of the Offer.

In addition, pursuant to the Management Arrangements, Goliath has agreed that, with effect from the Effective Date, each of the Managers will receive a salary increase as set forth in the table below:

 
 Manager         Current salary (per   Salary with effect 
                  annum)                from the Effective 
                                        Date (per annum) 
--------------  --------------------  -------------------- 
 Keith Rogers    GBP160,690            GBP235,690 
--------------  --------------------  -------------------- 
 William Gow     GBP134,890            GBP179,890 
--------------  --------------------  -------------------- 
 Morris Payton   GBP125,980            GBP155,980 
--------------  --------------------  -------------------- 
 

Goliath has also confirmed that, on the Effective Date, Keith Rogers will assume overall management responsibility for the enlarged Goliath Group and will be invited to join the board of Goliath Topco. In addition, William Gow and Morris Payton will be invited to join the board of Goliath Topco.

Save as set out expressly in this announcement, the Goals Share Options held by the Managers will be treated in the same manner as all other Goals Share Options, further details of which are set out in paragraph 11 below. However, certain of the Goals Share Options held by the Managers are the only Goals Share Options which are in-the-money and, as described in paragraph 12 below, the Managers have agreed to exercise those Goals Share Options.

The Independent Shareholders will be asked at the General Meeting to approve the Management Arrangements described in this paragraph 10 by voting on the relevant resolution. Pursuant to Rule 16 of the Takeover Code, none of the Managers nor their connected persons nor (in respect of Goals Shares held on behalf of the Managers and/or their connected persons only) any person holding Goals Shares on behalf of any Manager and/or any of their connected persons will be entitled to vote on such resolution and voting on this resolution will be by way of a poll.

Canaccord Genuity considers that the terms of the Management Arrangements are fair and reasonable.

The Offer will be conditional, amongst other things, on the Independent Shareholders approving the Management Arrangements at the General Meeting as described above.

Full details of the terms of the Management Arrangements will be set out in the Scheme Document.

   11.        Goals Share Options 

Holders of Goals Share Options (other than the Managers) will be contacted separately regarding the effect of the Offer on their rights under the Goals Share Options and appropriate proposals will be made to such persons in due course. The Offer will extend to any Goals Shares which are unconditionally allotted and/or issued before the Scheme Record Time as a result of the exercise of Goals Share Options.

   12.        Offer-related arrangements 

OTPP and Goals entered into the Confidentiality Agreement on 13 April 2012, pursuant to which OTPP agreed to keep confidential information about Goals and not to disclose it to third parties (other than permitted recipients) unless required by law or regulation. These confidentiality undertakings will remain in force until the Effective Date, or for a period of two years from the date of the Confidentiality Agreement.

CanCo, a company owned by a third party who is at arm's length to OTPP, entered into the Subscription Letter with Goals on the date of this announcement pursuant to which, conditional only upon the Capital Reduction taking effect, CanCo has agreed to subscribe for certain shares in Goals and to consent to and submit and undertake to the Court to be bound by the Scheme. The shares to be subscribed for by CanCo will carry limited voting rights and no substantial economic rights.

Goliath, Goals and the Managers entered into the Bid Conduct and Option Exercise Agreement on the date of this announcement, pursuant to which Goliath has agreed to consent to and submit and undertake to the Court to be bound by the Scheme unless the Scheme is not effected in the manner that has been agreed between Goliath and Goals regarding certain matters which are of material importance to Goliath. Goliath will not consent to the Scheme, and therefore the Scheme will not become effective, if the shares in Goals to be allotted and issued to Goliath and CanCo (as applicable) pursuant to the Scheme and/or the Subscription Letter (as applicable) do not carry certain agreed rights and/or are not allotted and issued in the agreed sequence and/or pursuant to the agreed mechanics. In addition, the Managers have agreed to exercise those of their Goals Share Options which are in-the-money. If the Scheme becomes effective, Goliath will deduct from any cash consideration due to the relevant Manager (and his spouse, to the extent the amount due to the Manager is not sufficient) under the Scheme the exercise price for his options, together with all taxes that he is required to indemnify Goals for pursuant to the Goals Share Option Schemes, and Goliath will pay the amount so deducted to Goals in satisfaction of the relevant Manager's obligation to pay such amount to Goals. The Bid Conduct and Option Exercise Agreement will terminate if the Independent Directors withdraw their recommendation of the Offer, if the Scheme is withdrawn (with the consent of Goliath) or lapses or otherwise as agreed between Goliath, Goals and the Managers.

Further details of the terms of these offer-related arrangements will be set out in the Scheme Document.

   13.        Opening Position Disclosures and Interests 

OTPP confirms that it was not required to make an Opening Position Disclosure setting out the details required to be disclosed by it under Rule 8.1(a) of the Takeover Code as no interests or short positions in, or rights to subscribe for, any Goals securities are or were held by OTPP or its concert parties.

   14.        Structure of the Offer 

It is intended that the Offer will be effected by way of a Court-sanctioned scheme of arrangement under Part 26 of the Companies Act. The Scheme is an arrangement between Goals and the Goals Shareholders and is subject to the approval of the Court.

The purpose of the Scheme is to provide for Goliath and CanCo together to become the holders of the entire issued and to be issued share capital of Goals. This is to be achieved by the cancellation of the Goals Shares held by the Goals Shareholders and the application of the reserve arising from such cancellation in paying up in full new shares in Goals and issuing such new shares to Goliath. Goliath will subsequently pay the cash consideration to which Goals Shareholders on the register of members at the Scheme Record Time are entitled pursuant to the terms of the Offer.

As described in paragraph 12 above, CanCo has agreed to subscribe for certain shares in Goals conditional only upon the Capital Reduction taking effect.

To become effective, the Scheme will require, amongst other things, the approval by a majority in number of Independent Shareholders representing at least 75% in value of Goals Shares held by such Independent Shareholders voting, either in person or by proxy, at the Court Meeting (or any adjournment thereof), and the passing by the Goals Shareholders (or, in the case of the resolution to approve the Management Arrangements, the Independent Shareholders) of the resolutions necessary to implement the Scheme (including approving appropriate amendments to Goals' articles of association) at the General Meeting (or any adjournment thereof). In addition the Scheme must be sanctioned, and the associated Re-registration must be authorised and the Capital Reduction must be confirmed, by the Court. None of the Managers nor their connected persons nor (in respect of Goals Shares held on behalf of the Managers and/or their connected persons only) any person holding Goals Shares on behalf of any Manager or any of their connected persons will not be entitled to vote at the Court Meeting (although, in order to allow the Court to sanction the Scheme, the Managers have agreed to, and to procure that their connected persons and persons holding Goals Shares on behalf of the Managers and/or their connected persons will, consent to and submit and undertake to the Court to be bound by the Scheme) but they will be entitled to vote at the General Meeting (save for the resolution to approve the Management Arrangements, on which only the Independent Shareholders are entitled to vote).

The Scheme will also be subject to certain conditions and certain further terms referred to in Appendix I to this announcement and to be set out in the Scheme Document.

Once the necessary approvals from Goals Shareholders have been obtained and the other Conditions have been satisfied or (where capable of waiver) waived, the Scheme will become effective upon the delivery of the Court Order(s) to (and, where ordered by the Court, their registration by) the Registrar of Companies. The Scheme is expected to become effective in or around September 2012. If the Scheme does not become effective on or before 18 December 2012, it will lapse and the Offer will not proceed (unless the parties agree otherwise with the consent of the Takeover Panel).

Upon the Scheme becoming effective, it will be binding on all Goals Shareholders, irrespective of whether or not they attended or voted at the Court Meeting or the General Meeting.

The new shares in Goals to be issued pursuant to the Scheme will be issued fully paid and free from all liens, charges, equities, encumbrances, rights of pre-emption and any other interests of any nature whatsoever and together with all the rights to receive and retain in full all dividends and other distributions declared, made or paid on or after the date of their issue.

Further details of the Scheme, including the expected timetable of the Scheme and how Goals Shareholders may participate in the Court Meeting and the General Meeting, will be contained in the Scheme Document. It is expected that the Scheme Document, containing notices of the Court Meeting and the General Meeting together with Forms of Proxy, will be posted to the Goals Shareholders, and (for information purposes only) to participants in the Goals Share Option Schemes, as soon as practicable and in any event by no later than 28 days after the date of this announcement (or such later date as Goliath and Goals may, with the consent of the Takeover Panel, agree).

   15.        Suspension and cancellation of admission to trading on AIM 

It is intended that dealings in Goals Shares will be suspended at 7.30 a.m. (London Time) on the day of the Court hearing to sanction the Scheme. Prior to the Effective Date, application will be made to the London Stock Exchange to cancel the admission to trading of Goals Shares on AIM. This is expected to take effect on or around the Effective Date.

On the Effective Date, all of the Goals Shares in issue at the Scheme Record Time will be cancelled and share certificates in respect of Goals Shares will cease to be valid and should be destroyed. In addition, entitlements to Goals Shares within the CREST system will be cancelled on the Effective Date.

   16.        Overseas Shareholders 

The availability of the Offer or distribution of this announcement to persons not resident in the United Kingdom may be prohibited or affected by the laws of the relevant jurisdictions. Such persons should inform themselves about and observe any applicable requirements. Further details in relation to overseas Goals Shareholders will be contained in the Scheme Document.

   17.        Documents on display 

Copies of the following documents will be made available, subject to certain restrictions relating to persons resident in any Restricted Jurisdiction, on Goals' website (www.goalsplc.com/investors) by no later than 12 noon (London time) on the day following the date of this announcement until the end of the Offer Period:

o this announcement;

o the irrevocable undertakings and letters of intent referred to in paragraph 6 above and summarised in Appendix III to this announcement;

o the documents relating to the financing of the Offer referred to in paragraph 9 above;

o the Management Arrangements and the instrument constituting the Management Loan Notes referred to in paragraph 10 above; and

o the Offer-related arrangements referred to in paragraph 12 above.

   18.        General 

The Offer will be made on the terms and subject to the conditions and further terms set out herein and in Appendix I to this announcement. The bases and sources of certain financial information contained in this announcement are set out in Appendix II to this announcement. Certain terms used in this announcement are defined in Appendix IV to this announcement.

Enquiries

 
 Pelham Bell Pottinger, for OTPP and Goliath 
 Clinton Manning                                       Tel: +44 207 
                                                           861 1605 
 Dan de Belder                                         Tel: +44 207 
                                                           861 3881 
 
 Dean Street (Financial Adviser to OTPP and Goliath) 
 Mervyn Metcalf                                        Tel: +44 203 
                                                           436 0061 
 Graeme Atkinson                                       Tel: +44 203 
                                                           436 0062 
 
 GLP (Financial Adviser to OTPP and Goliath) 
 Kevin Berry                                           Tel: +44 207 
                                                           016 8045 
 David Bains                                           Tel: +44 207 
                                                           016 8065 
 
 College Hill, for Goals 
 Matthew Smallwood                                     Tel: +44 207 
                                                           457 2005 
 Jamie Ramsay                                          Tel: +44 207 
                                                           457 2047 
 
 Canaccord Genuity (Financial Adviser and Corporate 
  Broker to Goals) 
 Mark Dickenson                                        Tel: +44 207 
                                                           523 8310 
 Adam Miller                                           Tel: +44 207 
                                                           523 8307 
 Joe Weaving                                           Tel: +44 207 
                                                           523 8314 
 

APPENDIX I

CONDITIONS AND FURTHER TERMS OF THE OFFER

Part A: Conditions of the Scheme

The Offer will be conditional upon the Scheme becoming unconditional and effective, subject to the Takeover Code, by not later than 18 December 2012 or such later date (if any) as Goliath and Goals may agree and the Panel and the Court may allow.

   1          The Scheme will be subject to the following conditions: 

(a) (i) its approval by a majority in number representing 75% or more in value of the Independent Shareholders who are on the register of members of Goals at the Scheme Voting Record Time, and who are present and vote, whether in person or by proxy, at the Court Meeting and at any separate class meeting which may be required (or any adjournment thereof), and (ii) such Court Meeting (and any adjournment thereof) being held on or before the 22nd day after the expected date of the Court Meeting to be set out in the Scheme Document in due course (or such later date as may be agreed by Goliath and Goals);

(b) (i) the resolutions required to approve and implement the Scheme and approve the related Capital Reduction and Re-registration being duly passed by Goals Shareholders representing 75% or more of votes cast at the General Meeting (or any adjournment thereof), and (ii) such General Meeting (and any adjournment thereof) being held on or before the 22nd day after the expected date of the General Meeting to be set out in the Scheme Document in due course (or such later date as may be agreed by Goliath and Goals);

(c) the resolution required to approve the Management Arrangements having been duly passed at the General Meeting pursuant to Rule 16.2 of the Takeover Code; and

(d) (i) the sanction of the Scheme by the Court (with or without modification but subject to any modification being on terms acceptable to Goliath and Goals), the authorisation of the Re-registration by the Court and the confirmation of the Capital Reduction by the Court, (ii) the delivery of copies of the Court Order(s) and the requisite statement of capital attached thereto to the Registrar of Companies, (iii) the issue by the Registrar of Companies of a certificate of incorporation on re-registration in respect of the Re-registration and (iv) if so ordered in order to take effect, the registration of the Court Order effecting the Capital Reduction and the requisite statement of capital by the Registrar of Companies.

2 In addition, subject as stated in Part B below and to the requirements of the Panel, the Offer will be conditional upon the following Conditions and, accordingly, the Court Order(s) will not be delivered to the Registrar of Companies unless such Conditions (as amended if appropriate) have been satisfied or, where capable of waiver, waived prior to the Scheme being sanctioned by the Court in accordance with Condition 1(d) above:

General antitrust and regulatory

(a) no antitrust regulator or Third Party having given notice of a decision to take, institute, implement or threaten any action, proceeding, suit, investigation, enquiry or reference (and in each case, not having withdrawn the same), or having required any action to be taken or otherwise having done anything, or having enacted, made or proposed any statute, regulation, decision, order or change to published practice (and in each case, not having withdrawn the same) and there not continuing to be outstanding any statute, regulation, decision or order which would be likely to:

(i) require, prevent or materially delay the divestiture or materially prejudice the terms envisaged for such divestiture by any member of the Goliath Group or by any member of the Goals Group of all or any material part of its businesses, assets or property or impose any limitation on the ability of all or any of them to conduct their businesses (or any part thereof) or to own, control or manage any of their assets or properties (or any part thereof) to an extent in any such case which is material in the context of the Goals Group taken as a whole, or, as the case may be, the Goliath Group taken as a whole;

(ii) except pursuant to Chapter 3 of Part 28 of the Companies Act, require any member of the Goliath Group or the Goals Group to acquire or offer to acquire any shares, other securities (or the equivalent) or interest in any member of the Goals Group or any asset owned by any Third Party (other than in the implementation of the Offer);

(iii) impose any limitation on, or result in a delay in, the ability of any member of the Goals Group directly or indirectly to acquire, hold or to exercise effectively all or any rights of ownership in respect of shares or other equity securities in Goals or on the ability of any member of the Goals Group directly or indirectly to hold or exercise effectively all or any rights of ownership in respect of shares or other equity securities in, or to exercise voting or management control over, any member of the Goals Group to an extent which is material in the context of the Goals Group taken as a whole;

(iv) otherwise adversely affect any or all of the business, assets, profits or prospects of any member of the Goals Group or any member of the Goliath Group to an extent which is material in the context of the Goals Group taken as a whole, or, as the case may be, the Goliath Group taken as a whole;

(v) result in any member of the Goals Group ceasing to be able to carry on business under any name under which it presently carries on business the consequence of which would be material in the context of the Goals Group taken as a whole;

(vi) make the Offer void, unenforceable and/or illegal under the laws of any relevant jurisdiction, or otherwise, directly or indirectly materially prevent or materially prohibit, restrict, restrain, or delay or otherwise interfere with the implementation of the Offer to an extent which is material in the context of the Goals Group taken as a whole;

(vii) require, prevent or materially delay a divestiture by any member of the Goliath Group of any shares or other equity securities in any member of the Goals Group or any member of the Goliath Group to an extent which is material in the context of the Goals Group taken as a whole, or, as the case may be, the Goliath Group taken as a whole; or

(viii) impose any material limitation on the ability of any member of the Goliath Group or any member of the Goals Group to conduct or integrate all or any part of its business with all or any part of the business of any other member of the Goliath Group and/or the Goals Group to an extent which is material in the context of the Goals Group taken as a whole, or, as the case may be, the Goliath Group taken as a whole,

and all applicable waiting and other time periods (including any extensions thereof) during which any such antitrust regulator or Third Party could decide to take, institute, implement or threaten any such action, proceeding, suit, investigation, enquiry or reference or take any other step under the laws of any jurisdiction in respect of the Offer having expired, lapsed or been terminated;

Certain matters arising as a result of any arrangement, agreement, etc.

(b) except as Disclosed, there being no provision of any arrangement, agreement, lease, licence, franchise, permit or other instrument to which any member of the Goals Group is a party or by or to which any such member or any of its assets is or may be bound, entitled or be subject or any event or circumstance which, as a consequence of the Offer or because of a change in the control of any member of the Goals Group to an extent which is material in the context of the Goals Group taken as a whole, would result in:

(i) any monies borrowed by, or any other indebtedness, actual or contingent, of, or any grant available to, any member of the Goals Group being or becoming repayable, or capable of being declared repayable, immediately or prior to its or their stated maturity date or repayment date, or the ability of any such member to borrow monies or incur any indebtedness being withdrawn or inhibited or being capable of becoming or being withdrawn or inhibited;

(ii) the creation or enforcement of any mortgage, charge or other security interest over the whole or any part of the business, property or assets of any member of the Goals Group or any such mortgage, charge or other security interest (whenever created, arising or having arisen) becoming enforceable;

(iii) any such arrangement, agreement, lease, licence, franchise, permit or other instrument being terminated or the rights, liabilities, obligations or interests of any member of the Goals Group being adversely modified or adversely affected or any obligation or liability arising or any adverse action being taken or arising thereunder;

(iv) any liability of any member of the Goals Group to make any severance, termination, bonus or other payment to any of its directors, or other officers;

(v) the rights, liabilities, obligations, interests or business of any member of the Goals Group under any such arrangement, agreement, licence, permit, lease or instrument or the interests or business of any member of the Goals Group in or with any other person or body or firm or company (or any arrangement or arrangement relating to any such interests or business) being or becoming capable of being terminated, or adversely modified or affected or any onerous obligation or liability arising or any adverse action being taken thereunder;

(vi) any member of the Goals Group ceasing to be able to carry on business under any name under which it presently carries on business;

(vii) the value of, or the financial or trading position or prospects of, any member of the Goals Group being prejudiced or adversely affected; or

(viii) the creation or acceleration of any liability (actual or contingent) by any member of the Goals Group other than trade creditors or other liabilities incurred in the ordinary course of business,

and no event having occurred which, under any provision of any arrangement, agreement, licence, permit, franchise, lease or other instrument to which any member of the Goals Group is a party or by or to which any such member or any of its assets are bound, entitled or subject, would or would be likely to result in any of the events or circumstances as are referred to in Conditions (b)(i) to (viii) in each case to an extent which is material in the context of the Goals Group taken as a whole;

Shareholder resolution

(c) except as Disclosed, no resolution of Goals Shareholders in relation to any acquisition or disposal of assets or shares (or the equivalent thereof) in any undertaking or undertakings (or in relation to any merger, demerger, reconstruction, amalgamation or scheme) being passed at a meeting of Goals Shareholders;

Certain events occurring since 31 December 2011

   (d)        except as Disclosed, no member of the Goals Group having since 31 December 2011: 

(i) issued or agreed to issue or authorised or proposed or announced its intention to authorise or propose the issue, of additional shares of any class, or securities or securities convertible into, or exchangeable for, or rights, warrants or options to subscribe for or acquire, any such shares, securities or convertible securities or transferred or sold or agreed to transfer or sell or authorised or proposed the transfer or sale of Goals Shares out of treasury (except, where relevant, as between Goals and wholly-owned subsidiaries of Goals or between the wholly-owned subsidiaries of Goals and except for the issue or transfer out of treasury of Goals Shares on the exercise of the Goals Share Options);

(ii) recommended, declared, paid or made or proposed to recommend, declare, pay or make any bonus, dividend or other distribution (whether payable in cash or otherwise) other than dividends (or other distributions whether payable in cash or otherwise) lawfully paid or made by any wholly-owned subsidiary of Goals to Goals or any of its wholly-owned subsidiaries;

(iii) other than pursuant to the Offer (and except for transactions between Goals and its wholly-owned subsidiaries or between the wholly-owned subsidiaries of Goals and transactions in the ordinary course of business) implemented, effected, authorised or proposed or announced its intention to implement, effect, authorise or propose any merger, demerger, reconstruction, amalgamation, scheme, commitment or acquisition or disposal of assets or shares or loan capital (or the equivalent thereof) in any undertaking or undertakings in each case to an extent which is material in the context of the Goals Group taken as a whole;

(iv) except for transactions between Goals and its wholly-owned subsidiaries or between the wholly-owned subsidiaries of Goals or in the ordinary course of business disposed of, or transferred, mortgaged or created any security interest over any material asset or any right, title or interest in any material asset or authorised, proposed or announced any intention to do so;

(v) except for transactions between Goals and its wholly-owned subsidiaries or between the wholly-owned subsidiaries of Goals issued, authorised or proposed or announced an intention to authorise or propose, the issue of or made any change in or to the terms of any debentures or become subject to any contingent liability or incurred or increased any indebtedness in each case to an extent which is material in the context of the Goals Group taken as a whole;

(vi) entered into or varied or authorised, proposed or announced its intention to enter into or vary any material contract, arrangement, agreement, transaction or commitment (whether in respect of capital expenditure or otherwise) except in the ordinary course of business which is of a long term, unusual or onerous nature or magnitude or which involves an obligation which is of a long term, unusual or onerous nature or magnitude in each case to an extent which is material in the context of the Goals Group taken as a whole;

(vii) entered into or varied the terms of, or made any offer (which remains open for acceptance) to enter into or vary to a material extent the terms of any contract, service agreement, commitment or arrangement with any director or senior executive of any member of the Goals Group;

(viii) proposed, agreed to provide or modified the terms of any share option scheme, incentive scheme or other benefit relating to the employment or termination of employment of any employee of the Goals Group in each case to an extent which is material in the context of the Goals Group taken as a whole;

(ix) purchased, redeemed or repaid or announced any proposal to purchase, redeem or repay any of its own shares or other securities or reduced or, except in respect of the matters mentioned in sub-paragraph (i) above, made any other change to any part of its share capital;

(x) except in the ordinary course of business, waived, compromised or settled any claim to an extent which is material in the context of the Goals Group taken as a whole;

(xi) terminated or varied the terms of any agreement or arrangement between any member of the Goals Group and any other person in a manner which would have a material adverse effect on the financial position of the Goals Group taken as a whole;

(xii) except as disclosed on publicly available registers made any material alteration to its memorandum or articles of association or other incorporation documents;

(xiii) except as in relation to changes made or agreed as a result of, or arising from, changes to legislation, made or agreed or consented to any significant change to the terms of the trust deeds and rules constituting the pension scheme(s) established for its directors, employees or their dependants or to the benefits which accrue, or to the pensions which are payable, thereunder, or to the basis on which qualification for, or accrual or entitlement to, such benefits or pensions are calculated or determined or to the basis upon which the liabilities (including pensions) of such pension schemes are funded or made, or agreed or consented to;

(xiv) been unable, or admitted in writing that it is unable, to pay its debts or commenced negotiations with one or more of its creditors with a view to rescheduling or restructuring any of its indebtedness, or having stopped or suspended (or threatened to stop or suspend) payment of its debts generally or ceased or threatened to cease carrying on all or a substantial part of its business;

(xv) taken or proposed any steps, corporate action or had any legal proceedings instituted or threatened against it in relation to the suspension of payments, a moratorium of any indebtedness, its winding-up (voluntary or otherwise), dissolution, reorganisation or for the appointment of a receiver, administrator, manager, administrative receiver, trustee or similar officer of all or any material part of its assets or revenues or any analogous or equivalent steps or proceedings in any jurisdiction or appointed any analogous person in any jurisdiction or had any such person appointed;

(xvi) except for transactions between Goals and its wholly-owned subsidiaries or between such wholly-owned subsidiaries, made, authorised, proposed or announced an intention to propose any change in its loan capital;

(xvii) entered into, implemented or authorised the entry into, any joint venture, asset or profit sharing arrangement, partnership or merger of business or corporate entities; or

(xviii) entered into any agreement, arrangement, commitment or contract or passed any resolution or made any offer (which remains open for acceptance) with respect to or announced an intention to, or to propose to, effect any of the transactions, matters or events referred to in this Condition 2(d);

No adverse change, litigation, regulatory enquiry or similar

(e) except as Disclosed, since 31 December 2011 there having been, in each case to an extent which is material in the context of the Goals Group taken as a whole:

(i) no adverse change and no circumstance having arisen which would or might be expected to result in any adverse change in, the business, assets, financial or trading position or profits or prospects or operational performance of any member of the Goals Group;

(ii) no litigation, arbitration proceedings, prosecution or other legal proceedings having been threatened, announced or instituted by or against or remaining outstanding against or in respect of, any member of the Goals Group or to which any member of the Goals Group is or may become a party (whether as claimant, defendant or otherwise);

(iii) no enquiry, review or investigation by, or complaint or reference to, any Third Party against or in respect of any member of the Goals Group having been threatened, announced or instituted or remaining outstanding by, against or in respect of any member of the Goals Group;

(iv) no contingent or other liability having arisen or become apparent to Goliath or increased other than in the ordinary course of business which would be likely to affect adversely the business, assets, financial or trading position or profits or prospects of any member of the Goals Group; and

(v) no steps having been taken and no omissions having been made which are reasonably likely to result in the withdrawal, cancellation, termination or modification of any licence held by any member of the Goals Group which is necessary for the proper carrying on of its business and the withdrawal, cancellation, termination or modification of which would be likely to have an adverse effect;

No discovery of certain matters regarding information, liabilities and environmental issues

(f) except as Disclosed, Goliath not having discovered, in each case to an extent which is material in the context of the Goals Group taken as a whole:

(i) that any financial, business or other information concerning the Goals Group publicly announced prior to this date of the announcement or disclosed at any time to any member of Goliath Group by or on behalf of any member of the Goals Group prior to the date of this announcement either contains a material misrepresentation of fact or omits to state a fact necessary to make the information contained therein not materially misleading;

(ii) that any member of the Goals Group is, otherwise than in the ordinary course of business, subject to any liability, contingent or otherwise;

(iii) that any past or present member of the Goals Group has not complied in any material respect with all applicable legislation, regulations or other requirements of any jurisdiction or any Authorisations relating to the use, treatment, storage, carriage, disposal, discharge, spillage, release, leak or emission of any waste or hazardous substance or any substance likely to impair the environment (including property) or harm human health or otherwise relating to environmental matters or the health and safety of humans, which noncompliance would be likely to give rise to any material liability including any penalty for non-compliance (whether actual or contingent) on the part of any member of the Goals Group; or

(iv) that there has been a material disposal, discharge, spillage, accumulation, release, leak, emission or the migration, production, supply, treatment, storage, transport or use of any waste or hazardous substance or any substance likely to impair the environment (including any property) or harm human or animal health which (whether or not giving rise to non-compliance with any law or regulation), would be likely to give rise to any material liability (whether actual or contingent) on the part of any member of the Goals Group.

Part B: Certain further terms of the Offer

Subject to the requirements of the Panel, Goliath reserves the right to waive:

(i) any of the Conditions set out in paragraph 1 of Part A for the timing of the Court Meeting, the General Meeting, and the Court hearing to sanction the Scheme and the effectiveness of the Scheme; and

   (ii)        in whole or in part, all or any of the above Conditions 2(a) to (f) (inclusive). 

If Goliath is required by the Panel to make an offer for Goals Shares under the provisions of Rule 9 of the Takeover Code, Goliath may make such alterations to any of the above Conditions and terms of the Offer as are necessary to comply with the provisions of that Rule.

Save with the consent of the Panel, the Scheme will not proceed if the European Commission either initiates proceedings under Article 6(1)(c) of Council Regulation (EC) 139/2004 (the "Merger Regulation") or makes a referral to a competent authority of the United Kingdom under Article 9(1) of the Merger Regulation and there is then a reference to the UK Competition Commission or there is a reference to the UK Competition Commission before the date of the Court Meeting. In such event neither Goliath, Goals nor any Goals Shareholder will be bound by any term of the Scheme.

Goliath shall be under no obligation to waive (if capable of waiver), to determine to be or remain satisfied or to treat as fulfilled any of Conditions 2(a) to (f) (inclusive) by a date earlier than the latest date for the fulfilment of that Condition notwithstanding that the other Conditions of the Offer may at such earlier date have been waived or fulfilled and that there are at such earlier date no circumstances indicating that any of such Conditions may not be capable of fulfilment.

The Offer price will be offered on the basis that Goals Shareholders will not receive any further dividends. If a dividend were to be declared, the Offer price would be adjusted downwards on an equivalent basis.

The availability of the Offer to persons not resident in the United Kingdom may be affected by the laws of the relevant jurisdictions. Persons who are not resident in the United Kingdom should inform themselves about and observe any applicable requirements.

The Offer will not be made, directly or indirectly, in, into or from, or by use of the mails of, or by any means of instrumentality (including, but not limited to, facsimile, e-mail or other electronic transmission, telex or telephone) of interstate or foreign commerce of, or of any facility of a national, state or other securities exchange of, any jurisdiction where to do so would violate the laws of that jurisdiction.

Under Rule 13.5(a) of the Takeover Code, Goliath may not invoke a condition to the Offer so as to cause the Offer not to proceed, to lapse or to be withdrawn unless the circumstances which give rise to the right to invoke the condition are of material significance to Goliath in the context of the Offer. The Conditions contained in paragraph 1 of Part A are not subject to this provision of the Takeover Code.

The Scheme will be governed by Scots law and is subject to the jurisdiction of the Scottish courts and to the Conditions and further terms set out in this Appendix I and to be set out in the Scheme Document. The Offer will be subject to applicable requirements of the Takeover Code, the Panel and the London Stock Exchange.

APPENDIX II

SOURCES OF INFORMATION AND BASES OF CALCULATION

(i) The value placed by the Offer on the existing issued share capital of Goals is based on 48,618,520 Goals Shares in issue on 19 July 2012, being the last Business Day prior to the date of this announcement.

(ii) The value placed by the Offer on the entire issued and to be issued share capital of Goals (fully diluted by the Goals Share Options which are in-the-money and capable of exercise) is based on 48,618,520 Goals Shares in issue and Goals Share Options over 2,136,345 Goals Shares being in-the-money and capable of exercise, in each case on 19 July 2012, being the last Business Day prior to the date of this announcement.

(iii) References to a percentage of Goals Shares are based on 48,618,520 Goals Shares in issue on 19 July 2012, being the last Business Day prior to the date of this announcement.

   (iv)       The Closing Prices are taken from Bloomberg. 

(v) For the purposes of comparison to the Offer price, the average Closing Price of 97.9 pence per Goals Share for the six months ending on 30 March 2012 (being the last Business Day prior to the commencement of the Offer Period) and 107.8 pence per Goals Share for the twelve months ending on 30 March 2012 (being the last Business Day prior to the Offer Period) are rounded to one decimal place.

(vi) Unless otherwise stated, the financial information relating to the Goals Group is extracted from the audited consolidated financial statements of the Goals Group for the financial year to 31 December 2011, prepared in accordance with International Financial Reporting Standards as adopted by the European Union.

(vii) Unless otherwise stated, the financial information relating to OTPP is extracted from the audited financial statements of OTPP for the financial year to 31 December 2011, prepared in accordance with the accounting standards for pension plans in Part IV of the Canadian Institute of Chartered Accountants Handbook ("CICA Handbook") and International Financial Reporting Standards in Part I of the CICA Handbook (provided that Part IV takes precedence in the event of inconsistency).

APPENDIX III

IRREVOCABLE UNDERTAKINGS AND LETTERS OF INTENT

Irrevocable Undertakings

The following holders, controllers or beneficial owners of Goals Shares have given irrevocable undertakings to vote, or procure the vote by their connected persons, in favour of the Scheme at the Court Meeting and the resolutions to be proposed at the General Meeting to give effect to the Scheme:

 
 Name                 Number of Goals Shares   Approximate % of Goals 
                                                Shares in issue 
-------------------  -----------------------  ----------------------- 
 Sir Rodney Walker    473,951                  1.0 
-------------------  -----------------------  ----------------------- 
 Graham Wilson        350,000                  0.7 
-------------------  -----------------------  ----------------------- 
 Philip Burks         90,000                   0.2 
-------------------  -----------------------  ----------------------- 
 TOTAL                913,951                  1.9 
-------------------  -----------------------  ----------------------- 
 

The following holders, controllers or beneficial owners of Goals Shares have given irrevocable undertakings to vote, or procure the vote by their connected persons and persons holding Goals Shares on behalf of them and/or their connected persons, in favour of the resolutions to be proposed at the General Meeting (save for the resolution to approve the Management Arrangements) to give effect to the Scheme:

 
 Name             Number of Goals Shares   Approximate % of Goals 
                                            Shares in issue 
---------------  -----------------------  ----------------------- 
 Keith Rogers     4,092,986                8.4 
---------------  -----------------------  ----------------------- 
 William Gow      1,410,100                2.9 
---------------  -----------------------  ----------------------- 
 Morris Payton    271,910                  0.6 
---------------  -----------------------  ----------------------- 
 TOTAL            5,774,996                11.9 
---------------  -----------------------  ----------------------- 
 

The undertakings listed in this Appendix III from the Independent Directors and the Managers will remain binding if a higher competing offer for Goals is made.

All of the undertakings listed in this Appendix III will cease to be binding if (i) the Scheme Document (or offer document as applicable) is not published within 28 days of the date of this announcement (or such later date as the Takeover Panel may permit), (ii) the Scheme does not become effective, lapses, is withdrawn or otherwise becomes incapable of ever becoming effective, as the case may be, or (iii) any competing offer is made which is declared wholly unconditional or otherwise becomes effective.

Letters of Intent

The following holders, controllers or beneficial owners of Goals Shares have delivered letters of intent to vote in favour of the Scheme at the Court Meeting and the resolutions to be proposed at the General Meeting:

 
 Name                           Number of Goals Shares   Approximate % of Goals 
                                                          Shares in issue 
-----------------------------  -----------------------  ----------------------- 
 Aviva Investors Global 
  Services Limited              3,307,775                6.8 
-----------------------------  -----------------------  ----------------------- 
 Henderson Global Investors 
  Limited                       1,650,360                3.4 
-----------------------------  -----------------------  ----------------------- 
 Universities Superannuation 
  Scheme Limited                1,482,444                3.0 
-----------------------------  -----------------------  ----------------------- 
 TOTAL                          6,440,579                13.2 
-----------------------------  -----------------------  ----------------------- 
 

APPENDIX IV

DEFINITIONS

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

"AIM" the AIM market of the London Stock Exchange;

"Authorisations" regulatory authorisations, orders, recognitions, grants, consents, clearances, confirmations, certificates, licences, permissions or approvals;

"Bid Conduct and Option Exercise Agreement" the agreement between Goliath, Goals and the Managers dated the date of this announcement in relation to the implementation of the Offer;

"Business Day" a day (other than Saturdays, Sundays and public holidays in England and/or Scotland) on which banks are open for business in London and Edinburgh;

"Canaccord Genuity" Canaccord Genuity Limited, a company incorporated in England and Wales (registered number 01774003) whose registered office is at 88 Wood Street, London EC2V 7QR;

"CanCo" Firmorcan Corp., a corporation incorporated in Canada under the Canada Business Corporations Act (registered number 731076-5) whose registered office is at 40 King Street West, Suite 3100, Toronto, Ontario, M5H 3Y2;

"Capital Reduction" the reduction of Goals' share capital provided for by the Scheme;

"Closing Price" the closing middle market price of a Goals Share on a particular trading day as derived from Bloomberg;

"Companies Act" the UK Companies Act 2006, as amended from time to time;

"Competition Commission" the UK statutory body established under the UK Competition Act 1998;

"Conditions" the conditions to the implementation of the Offer, as set out in Appendix I to this announcement and to be set out in the Scheme Document;

"Confidentiality Agreement" the confidentiality agreement dated 13 April 2012 between OTPP and Goals;

"Court" the Court of Session, Edinburgh, Scotland;

"Court Meeting" the meeting of Independent Shareholders to be convened pursuant to an order of the Court under Part 26 of the Companies Act for the purpose of considering and, if thought fit, approving the Scheme (with or without amendment), including any adjournment thereof;

"Court Order(s)" the order(s) of the Court sanctioning the Scheme, authorising the Re-registration and confirming the related Capital Reduction;

"Dealing Disclosure" has the same meaning as in Rule 8 of the Takeover Code;

"Dean Street" Dean Street Advisers Limited, a company incorporated in England and Wales (registered number 08065687) whose registered office is at Flat 1, 21 Dean Street, London W1D 3TN;

"Disclosed" the information disclosed by or on behalf of Goals (i) in the annual report and accounts of the Goals Group for the financial year ended 31 December 2011; (ii) in this announcement; (iii) in any other announcement to a Regulatory Information Service by or on behalf of Goals prior to the publication of this announcement; or (iv) as otherwise fairly disclosed to Goliath (or its respective officers, employees, agents or advisers) on or before 5 p.m. (London time) on the Business Day prior to the date of this announcement;

"Effective Date" the date on which the Scheme becomes effective in accordance with its terms;

"Exchange Act" the US Securities Exchange Act of 1934, as amended;

"Forms of Proxy" the forms of proxy for use at the Court Meeting and the General Meeting;

"General Meeting" the general meeting of Goals Shareholders (including any adjournment thereof) to be convened in connection with the Scheme;

"GLP" Global Leisure Partners LLP, a limited liability partnership incorporated in England and Wales (registered number OC307522) whose registered office is at 20 Balderton Street, London W1K 6TL;

"Goals" or the "Company" Goals Soccer Centres plc, a company incorporated in Scotland (registered number SC202545) whose registered office is at Orbital House, Peel Park, East Kilbridge, South Lanarkshire G74 5PA;

"Goals Group" Goals and its subsidiary undertakings;

"Goals Share Option Schemes" the Goals Soccer Centres EMI Option Scheme 2004, the Goals Soccer Centres Unapproved Option Scheme 2004, the Goals Soccer Centres Directors' Unapproved Option Scheme 2006 and the Goals Soccer Centres Senior Managers' Unapproved Option Scheme 2009;

"Goals Share Options" options to subscribe for Goals Shares granted under the Goals Share Option Schemes";

"Goals Shareholders" the holders of Goals Shares from time to time;

"Goals Shares" the existing unconditionally allotted and/or issued and fully paid ordinary shares of 0.25 pence each in the capital of Goals and any further such ordinary shares which are unconditionally allotted or issued before the Scheme becomes effective;

"Goliath" Goliath Bidco Limited, a company incorporated in England and Wales (registered number 08114619) whose registered office is at 110 Fetter Lane, London EC4A 1AY;

"Goliath Group" Goliath Topco and its subsidiary undertakings;

"Goliath Midco" Goliath Midco Limited, a company incorporated in England and Wales (registered number 08114378) whose registered office is at 110 Fetter Lane, London EC4A 1AY;

"Goliath Topco" Goliath Topco Limited, a company incorporated in England and Wales (registered number 08113968) whose registered office is at 110 Fetter Lane, London EC4A 1AY;

"Independent Directors" Sir Rodney Walker, Graham Wilson and Philip Burks, each a director of Goals as at the date of this announcement;

"Independent Shareholders" Goals Shareholders other than the Managers, their connected persons and (in respect of Goals Shares held on behalf of the Managers and/or their connected persons only) persons holding Goals Shares on behalf of the Managers and/or their connected persons;

"in-the-money" where the exercise price for the Goals Share Option concerned is less than the Offer price of 144 pence per Goals Share;

"Listing Rules" the rules and regulations made by the Financial Services Authority in its capacity as the UKLA under the Financial Services and Markets Act 2000, and contained in the UKLA's publication of the same name;

"London Stock Exchange" London Stock Exchange plc, a company incorporated in England and Wales (registered number 02075721) whose registered office is at 10 Paternoster Square, London EC4M 7LS;

"Management Arrangements" the equity terms agreement between Goliath Topco, Goliath, OTPP and the Managers dated the date of this announcement and the provisions of the Bid Conduct and Option Exercise Agreement relating to the exercise of certain of the Goals Share Options held by the Managers;

"Management Loan Notes" the GBP6,000,000 15% fixed rate unsecured loan notes 2061 of Goliath constituted pursuant to instrument executed by Goliath on the date of this announcement;

"Management Shares" the following Goals Shares registered in the names of or otherwise held by the following persons at the date of this announcement:

 
 Number of Goals   Registered in the name of or otherwise held 
  Shares            by 
----------------  -------------------------------------------- 
 2,816,544         Keith Rogers 
----------------  -------------------------------------------- 
 100,630           Speirs & Jeffrey Client Nominees Limited 
                    (held on behalf of Keith Rogers' SIPP) 
----------------  -------------------------------------------- 
 885,487           Speirs & Jeffrey Client Nominees Limited 
                    (held on behalf of William Gow) 
----------------  -------------------------------------------- 
 44,500            Speirs & Jeffrey Client Nominees Limited 
                    (held on behalf of William Gow's SIPP) 
----------------  -------------------------------------------- 
 88,333            Speirs & Jeffrey Client Nominees Limited 
                    (held on behalf of Fiona Gow's SIPP) 
----------------  -------------------------------------------- 
 154,519           Morris Payton 
----------------  -------------------------------------------- 
 27,486            Morris Payton's SIPP 
----------------  -------------------------------------------- 
 29,165            Susan Payton's SIPP 
----------------  -------------------------------------------- 
 

"Managers" Keith Rogers, William Gow and Morris Payton, each a director of Goals as at the date of this announcement;

"Offer" the recommended cash offer to be made by Goliath to acquire the entire issued and to be issued share capital of Goals to be effected by means of the Scheme and, where the context admits, any subsequent revision, variation, extension or renewal thereof;

"Offer Period" the offer period (as defined by the Takeover Code) relating to Goals, which commenced on 2 April 2012;

"Opening Position Disclosure" has the same meaning as in Rule 8 of the Takeover Code;

"OTPP" Ontario Teachers' Pension Plan Board, an independent corporation established under the Teachers' Pension Act (Ontario) of 5650 Yonge Street, Toronto, ON, M2M 4H5;

"Overseas Shareholders" Goals Shareholders (or nominees of, or custodians or trustees for Goals Shareholders) not resident in, or nationals or citizens of, the United Kingdom;

"Panel" the UK Panel on Takeovers and Mergers;

"Patron" Patron Sports Holding Sarl;

"Re-registration" the proposed re-registration of Goals as a private limited company under section 651 of the Companies Act and as provided for in the Scheme;

"Registrar of Companies" the Registrar of Companies in Scotland;

"Regulation" has the meaning given to it in paragraph 2(a) of Appendix I to this announcement;

"Regulatory Information Service" any of the services set out in Appendix III to the Listing Rules;

"Restricted Jurisdiction" the United States, Canada, Australia, Japan and any other jurisdiction, in each case where extension or acceptance of the Offer would violate the law of that jurisdiction;

"Scheme" the proposed scheme of arrangement under Part 26 of the Companies Act between Goals and the Goals Shareholders in connection with the Offer, with or subject to any modification, addition or condition approved or imposed by the Court and agreed by Goliath and Goals;

"Scheme Document" the document to be sent to Goals Shareholders containing, amongst other things, the Scheme, the notices convening the Court Meeting and the General Meeting and the further particulars required by the Companies Act;

"Scheme Record Time" the date and time specified in the Scheme Document by reference to which the Goals Shares included in the Scheme will be determined, expected to be 9 p.m. (London time) on the Business Day before the Court hearing to confirm the Capital Reduction and approve the Re-registration;

"Scheme Voting Record Time" the date and time specified in the Scheme Document by reference to which entitlement to vote at the Court Meeting will be determined, expected to be 6 p.m. (London time) on the day which is two days before the Court Meeting or, if the Court Meeting is adjourned, 6 p.m. (London time) on the day which is two days before the date of such adjourned Court Meeting;

"SIPP" self-invested personal pension;

"Subscription Letter" the subscription letter between CanCo and Goals dated the date of this announcement;

"Takeover Code" the City Code on Takeovers and Mergers;

"Third Party" each of a central bank, government or governmental, quasi-governmental, supranational, statutory, regulatory, environmental, administrative, fiscal or investigative body, court, trade agency, association, institution, environmental body, employee representative body or any other body or person whatsoever in any jurisdiction;

"TPC" Teachers' Private Capital, the private equity investing arm of OTPP;

"United Kingdom" or "UK" the United Kingdom of Great Britain and Northern Ireland; and

"United States" or "US" the United States of America, its territories and possessions, any state of the United States of America, the District of Columbia and all other areas subject to its jurisdiction and any political sub-division thereof.

All references in this announcement to "pounds", "pounds Sterling", "Sterling", "GBP", "pence", "penny" and "p" are to the lawful currency of the United Kingdom. All references in this announcement to "euros" or "EUR" are to the lawful currency of the European Monetary Union. All references in this announcement to "C$" are to the lawful currency of Canada

All the times referred to in this announcement are London times unless otherwise stated. References to the singular include the plural and vice versa.

For the purposes of this announcement, "subsidiary", "wholly-owned subsidiary", "subsidiary undertaking", "parent undertaking" and "undertaking" have the respective meanings given to them in the Companies Act.

This information is provided by RNS

The company news service from the London Stock Exchange

END

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