UMB Umbro

RNS Number:9875M
Umbro PLC
31 January 2008


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


31 January 2008


                              Umbro plc ("Umbro")

  Recommended cash acquisition of Umbro plc by NIKE Vapor Ltd. (a wholly-owned
                 subsidiary of NIKE, Inc.) (the "Acquisition")

                  Results of Court Meeting and General Meeting


On 23 October 2007, the boards of Umbro and Nike announced that they had reached
agreement on the terms of a recommended cash acquisition to be made by Nike
Vapor of the entire issued and to be issued share capital of Umbro, such
Acquisition to be effected by means of a scheme of arrangement under section 425
of the Companies Act 1985 (the "Act") (and section 899 of the Companies Act
2006) (the "Scheme").


On 23 November 2007, Umbro sent a circular to its Shareholders (the "Scheme
Document") containing, inter alia, the terms of the Scheme, an explanatory
statement pursuant to section 426 of the Act, notices of the Court Meeting and
General Meeting, a timetable of principal events and details of the action to be
taken by Umbro Shareholders.


The board of Umbro is pleased to announce that, at the Court Meeting held
earlier today to approve the proposed Scheme between Umbro and the Scheme
Shareholders, the resolution approving the Scheme was passed by the requisite 
majorities on a poll.


The voting of those Scheme Shareholders who cast votes either in person or by
proxy at the

Court Meeting is set out below:


                    Number of     % of shares      Number of           % of      
                  shares voted       voted        shareholders     shareholders    
                                                     voting           voting

For                79,863,522       99.99%            118             97.52%        
Against               4,806          0.01%             3               2.48%          


In addition, at the General Meeting also held earlier today, the Scheme
Shareholders passed the special resolution unanimously on a show of hands to
approve the Scheme, the related reduction of capital, the amendments to Umbro's
articles of association and certain other related arrangements.  The ordinary
resolution to ratify the capitalisation of reserves was also passed at the
General Meeting unanimously on a show of hands.


The proxy votes lodged in respect of the resolutions are set out below:

1. Special resolution                   Number of proxy votes              % of shares voted

For                                           79,816,921                        99.61%
Against                                         4,806                            0.01%
Withheld                                       303,877                           0.38%



2. Ordinary resolution to ratify        Number of proxy votes              % of shares voted
the capitalisation of reserves

For                                           79,592,845                        99.33%
Against                                         4,806                            0.01%
Withheld                                       527,953                           0.66%



Any proxy appointments which gave the discretion to the Chairman have been
included in the "for" total.


These details will shortly be displayed on Umbro's website at www.umbroplc.com


Completion of the Acquisition remains subject to the satisfaction or (if capable
of waiver) waiver of the remaining Conditions as set out in the Scheme Document,
including the Court sanctioning the Scheme, which is expected to take place on
27 February 2008, and the Court confirming the associated capital reduction,
which is expected to take place on 29 February 2008. The Scheme is expected to
become effective on 3 March 2008.


The last day of dealings in, and for registration of, transfers of Shares is
expected to be 28 February 2008 and, if the Scheme becomes effective on 3 March
2008, the listing of the Shares on the Official List of the Financial Services
Authority ("FSA") and the admission of the Shares to trading on the London Stock
Exchange will be cancelled by no later than 8:00 a.m. on 5 March 2008.
Settlement of the consideration due under the Acquisition will be
effected within 14 days of the Effective Date of the Scheme.


Copies of the resolutions passed at the Court Meeting and the General Meeting
will shortly be submitted to the FSA and will be available for inspection by the
public during normal business hours on any weekday (except public holidays) at
the FSA's document viewing facility which is situated at: Financial Services
Authority, 25 The North Colonnade, Canary Wharf, London E14 5HS 
(tel. +44 20 7676 1000).


Capitalised terms used (but not defined) in this announcement have the same
meanings as in the Scheme Document unless the context requires otherwise.


Enquiries:


NIKE, INC.
Nigel Powell, Vice President of Global Communications              Telephone: +1 503 671 6758
Charlie Brooks, UK Head of Corporate Communications                Telephone: +44 20 7432 6390 or +44 77 1472 4995
Massimo Giunco, EMEA Head of Corporate Communications              Telephone: +31 35 626 6980 or  +31 64 6372 512
Alan Marks, Global Director of Media Relations                     Telephone: +1 503 671 2673
Pamela Catlett, Vice President, Investor Relations                 Telephone: +1 503 671 4589

MERRILL LYNCH
(Financial Adviser and Corporate Broker to  Nike and Nike Vapor)
UK
Kevin J. Smith                                                     Telephone: +44 20 7628 1000
Andrew Osborne (Corporate Broking)

US
Lisa Clyde                                                         Telephone: +1 212 449 1000
Alan Goodstadt

Citigate Dewe Rogerson                                             Telephone: +44 20 7638 9571
(PR Adviser to Nike)
Patrick Donovan
Simon Rigby

UMBRO PLC                                                          Telephone: +44 161 492 2000
Steve Makin, CEO

JPMorgan Cazenove                                                  Telephone: +44 20 7588 2828
(Financial Adviser to Umbro)
David Anderson
Luke Bordewich

Brunswick                                                          Telephone: +44 20 7404 5959
(PR Adviser to Umbro)
Simon Sporborg
Dominic McMullan


This announcement is not intended to and does not constitute or form any part of
an offer or invitation to sell or subscribe for or purchase any securities or
solicitation any vote or approval in any jurisdiction pursuant to the
Transaction or otherwise.  The Transaction will be made solely through the
Scheme Document, which contains the full terms and conditions of the
Transaction.



Merrill Lynch is acting exclusively for Nike and Nike Vapor and no-one else in
connection with the Transaction and will not be responsible to anyone other than
Nike and Nike Vapor for providing the protections afforded to clients of Merrill
Lynch or for providing advice in relation to the Transaction or any other
matters referred to in this announcement.



JPMorgan Cazenove is acting exclusively for Umbro and no-one else in connection
with the Transaction and will not be responsible to anyone other than Umbro for
providing the protections afforded to clients of JPMorgan Cazenove or for
providing advice in relation to the Transaction or any other matters referred to
in this announcement.



The distribution of this announcement in jurisdictions other than the UK may be
restricted by law and therefore any persons who are subject to the laws of any
jurisdiction other than the UK should inform themselves about, and observe, any
applicable requirements. This announcement has been prepared for the purpose of
complying with English law and the 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 UK.



Notice to US investors in Umbro



The Transaction relates to the shares of a UK company, is subject to UK
disclosure requirements (which are different from those of the US) and is
proposed to be made by means of a scheme of arrangement provided for under
English company law.  A transaction effected by means of a scheme of arrangement
is not subject to the proxy and tender offer rules under the US Exchange Act.
Accordingly, the Scheme is subject to the disclosure requirements and practices
applicable in the UK to schemes of arrangement which differ from the disclosure
requirements of the US proxy and tender offer rules. Financial information
included in the Scheme Document has been prepared, unless specifically stated
otherwise, in accordance with accounting standards applicable in the UK and thus
may not be comparable to the financial information of US companies or companies
whose financial statements are prepared in accordance with generally accepted
accounting principles in the US. If Nike Vapor exercises its right to implement
the Transaction by way of a takeover offer, the Offer will be made in compliance
with applicable US laws and regulations.



If the Transaction is carried out by way of offer, the Offer will not be made,
directly or indirectly, in, into or from any jurisdiction where to do so would
violate the laws in that jurisdiction. Accordingly, copies of this announcement
and formal documentation relating to the Offer will not be and must not be,
mailed or otherwise forwarded, distributed or sent in, into or from any
jurisdiction where to do so would violate the laws in that jurisdiction.


                      This information is provided by RNS
            The company news service from the London Stock Exchange
END

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