Sports Direct is prepared to make a £61.4m bid for Debenhams – but only if it immediately installs Mike Ashley as chief executive and ends financing talks that would wipe out his stake in the department store chain.

Ashley’s sports retail group, which owns nearly 30% of Debenhams, said it was willing to make a 5p-a-share cash offer for Debenhams and assist in addressing the group’s immediate funding needs but only if it agreed not to enter any insolvency process.

Debenhams shares were trading at 3.3p at Wednesday lunchtime.

A Sports Direct statement to the stock market made clear there was “no certainty that an offer will be made for Debenhams, even if the pre-conditions to the possible offer are satisfied or waived”.

Chris Wootton, the deputy financial officer of Sports Direct, suggested shareholders risked having the company stolen from them, were they not given a chance to consider the 5p-a-share bid.

“Debenhams shareholders, both major and minority, are sick and tired of being ignored, cast aside and trampled underfoot by the lenders of Debenhams who, through the incompetence or, worse, collusion of the board, are allowing these critical stakeholders in the business to be wiped out. This is the shareholders’ chance to fight back. We reiterate our prior comments that we will leave no stone unturned in pursuing those responsible for this long-planned theft,” he said.

Sources close to Sports Direct suggested that a plan for Debenhams’ bondholders to take charge of the company and sideline shareholders had been on the cards since the autumn.

The letter is Sports Direct’s latest tactic to scupper a £200m rescue deal that would involve a pre-pack administration or debt-for-equity swap that would wipe out the value of Debenhams’ shares.

It came on a difficult day for Ashley’s retail group. Goals Soccer Centres, in which Sports Direct holds a near 19% stake, suspended its shares as the five-a-side pitch business admitted it had underpaid at least £12m in VAT and identified historical accounting errors.

Findel, the online specialist in which Sports Direct has built a near 37% stake, dismissed a takeover bid by Ashley’s group as “opportunistic” and “at a significant discount to fair value”.

Sports Direct first raised the possibility of a bid for Debenhams earlier this week. However, the department store said it was continuing talks with its lenders as it said the potential bid would come too late to provide the funds needed to keep the department store chain afloat.

Debenhams said earlier this week that any proposal from Sports Direct must indicate a price, a clear plan for repayment of Debenhams’ £560m of debts – all of which would fall due on a change of control – as well as a plan to address the immediate funding requirements of the business.

The department store group, which has 165 stores and employs 25,000 people, is battling for survival amid weak trading and difficulties with suppliers who are concerned about its potential collapse.

The company is also seeking to refinance long-term loans and bonds, £520m of which expire next year.

Laith Khalaf, a senior analyst at Hargreaves Lansdown, said Ashley’s approach was “not conventional corporate behaviour by any means”.

He said: “Mike Ashley has clearly decided it’s double rather than quits on Debenhams. The potential 5p offer would be a generous one for shareholders but it comes with strings attached for Debenhams; in particular appointing Mike Ashley as chief executive and desisting from current plans to refinance the company.

“The Debenhams board are bound by their duty to shareholders to give this proposal proper consideration, though it’s not as yet a firm offer for the company.

“What we haven’t had from either Mike Ashley or Debenhams is a strategic plan for the long-term future of the company and today that still remains sadly lacking.”