Full bid details

[Steven]

The full bid details can be found here.

It is too long to include in a single post. :icon_sad:

 

[Melton Fox]

:icon_roll :icon_lol:

Infraction for wasting poster's time :icon_wink

 

[Nottingham Fox]

The full bid details can be found here.

It is too long to include in a single post. :icon_sad:

Or here ... :icon_wink

http://www.talkingballs.co.uk/showpost.php?p=392603&postcount=310

 

[homer]

Booooooooo......

 

[Steven]

Leicester City Football Club PLC
13 February 2007

UK Football Investments, LLC (the Investor)

13 February 2007

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

Proposed

Subscription by UK Football Investments, LLC for 19,138,432 'A' Ordinary Shares
at £0.470258 per share in Leicester City Football Club Plc

Put and call option in favour of Ordinary Shareholders

Waiver of mandatory offer requirements under Rule 9 of the City Code

Adoption of new Articles of Association

and

Re-registration as a private limited company

Summary and Highlights

The Board of LCFC and the Investor are pleased to announce the proposed
subscription by the Investor for 19,138,432 'A' Ordinary Shares in LCFC at
£0.470258 per share, Put and Call Options in favour of existing LCFC Ordinary
Shareholders, a waiver of mandatory offer requirements under the City Code, the
adoption of New Articles and the re-registration of LCFC as a private limited
company. The Proposals are conditional upon LCFC Shareholders passing the
Resolutions to be considered at an EGM of LCFC to be held on 9 March 2007.

The Investor was formed on 15 February 2002, under a different name, as a
limited liability company under the Delaware Limited Liability Company Act with
a registered address in care of Corporation Service Company, 2711 Centerville
Road, Suite 400, Wilmington, Delaware 19808. Since formation and until
completion of the Proposals, it will not have conducted any business or held any assets. The sole Member (owner) of the Investor is Gregg Hawker, Steven N. Frank and Milan Mandaric, in their representative capacity as Trustees of the Milan Mandaric Revocable Trust dated June 24, 1999, as amended. The Investor is managed by the Member.

The Subscription
If the Proposals are approved, the Investor has agreed to invest approximately
£9 million by way of the Subscription. Under the terms of the Subscription
Agreement, it will pay the sum of £4,500,000.38, representing fifty per cent. of
the Subscription Price, to LCFC on Completion. The balance of the Subscription
Price will be paid in full on or before 31 May 2008. Milan Mandaric has agreed
to provide a Company Guarantee in respect of the balance of the Subscription
Price. The net proceeds from the Subscription will be utilised by LCFC
principally for the purpose of improving the playing squad and meeting the
working capital requirements of LCFC.

Assuming all the Subscription Shares are issued, the Investor will hold slightly
in excess of 75 per cent. of the Enlarged Share Capital of LCFC. This will
enable it to pass any ordinary or special resolution of LCFC that it wishes, as
well as control the Board.

The Put and Call Options

Under the New Articles, the Ordinary Shareholders of LCFC will grant the
Investor an option to purchase all or some of their shares at a price of £0.10
per Ordinary Share (plus any additional consideration that may be payable if
certain conditions are met). The Call Option will be exercisable on any number
of occasions as the Investor wishes and at any time before 15 August 2010. The
additional consideration for the Ordinary Shares will be calculated and payable
as follows:

(a) if the Club is promoted to the Premier League at the end of any
of the 2007/2008 Season, the 2008/2009 Season or the 2009/2010 Season for the
next following Season (the 'First Premiership Season'), then the Investor will
pay an additional £0.40 per Ordinary Share to the Ordinary Shareholders on 15
August in the year that the Club is promoted to the Premier League;

(b) if the Club is promoted to the Premier League at the end of any
of the 2007/2008 Season, the 2008/2009 Season or the 2009/2010 Season for the
next following Season (the 'First Premiership Season') and the Club remains in
the Premier League for the Season immediately following the First Premiership
Season (the 'Second Premiership Season'), then the Investor will pay (in
addition to the amount specified in paragraph (a) above) an additional £0.50 per
Ordinary Share to the Ordinary Shareholders on 15 August in the year that the
Club commences its Second Premiership Season.

If neither of the conditions set out in paragraphs (a) and (b) above are met
then the Ordinary Shareholders will receive £0.10 per Ordinary Share at the time
of the exercise of the Call Option by the Investor.

If the Club has not been promoted to the Premier League at the end of any of the
2007/2008 Season, the 2008/2009 Season or the 2009/2010 Season and the Investor
has not given notice to exercise its Call Option by 15 August 2010 in respect of
all of the Existing Ordinary Shares and there has not been a Qualifying Offer,
the Ordinary Shareholders shall be deemed to have given notice to the Investor
to exercise an option to put all the Ordinary Shares on to the Investor at a
price of £0.10 per Ordinary Share.

If the Club is promoted to the Premier League, at the end of any of the 2007/
2008 Season, the 2008/2009 Season or the 2009/2010 Season and the Investor has
not given notice to exercise its Call Option by 15 August in the year that the
Club achieves promotion to the Premier League in respect of all the Existing
Ordinary Shares and there has not been a Qualifying Offer, the Ordinary
Shareholders shall be deemed to have given notice to the Investor to exercise an
option to put all of their remaining Ordinary Shares on to the Investor at a
price of £0.50 per Ordinary Share. In such event, and if the Club remains in
the Premier League for the Season immediately following the First Premiership
Season, Ordinary Shareholders would also be entitled to receive an additional
£0.50 per Ordinary Share on 15 August in the year that the Club commences its
second Season in the Premier League.

These arrangements therefore provide Ordinary Shareholders with a return or
partial return of their investment by 29 August 2010. Ordinary Shareholders
will receive a minimum of £0.10 per Ordinary Share unless the Club has attained
a place in the Premier League at the end of the 2007/2008 Season, the 2008/2009
Season or the 2009/2010 Season. As provided for above, further consideration
will also be payable if the Club remains in the Premier League for the following
Season. The Ordinary Shareholders will not otherwise participate in any future
gains or losses on their shares.

As security for the performance of the Investor's obligations under the Call
Option and the Put Option, Milan Mandaric has agreed to provide an Ordinary
Shareholder Guarantee. This guarantee is by Milan Mandaric and not a UK bank
and therefore in the event of any default, Ordinary Shareholders' principal
remedy would be to take proceedings against Milan Mandaric to recover any sums
due under the Ordinary Shareholder Guarantee.

 

[Steven]

Part 2

The Takeover Code

Under Rule 9 of the Takeover Code, any person who acquires an interest (as
defined in the Takeover Code) in shares which, taken together with shares in
which he is already interested and in which persons acting in concert with him
are interested, carry 30 per cent. or more of the voting rights of a company
which is subject to the Takeover Code, that person is normally required to make
a general offer to all remaining shareholders to acquire their shares.

Similarly, where any person, together with persons acting in concert with him,
is interested in shares which in aggregate carry not less than 30 per cent. of
the voting rights of a company, but does not hold shares carrying more than 50
per cent. of the voting rights of the company, a general offer will normally be
required if any further interest in shares are acquired by any such person.

An offer under Rule 9 must be made in cash and at the highest price paid per
share by the person required to make the offer, or any person acting in concert
with him, for any interest in shares of the company acquired during the 12
months prior to the announcement of the offer.

The members of the Concert Party are deemed to be acting in concert for the
purpose of the Takeover Code. Immediately following the Subscription, the
members of the Concert Party will hold shares representing slightly in excess of
75 per cent. of the voting rights of the Enlarged Share Capital, all of which
would be held by the Investor.

The Panel has agreed, subject to the passing of Resolution 1 at the EGM on a
poll by independent holders of Existing Ordinary Shares, to waive the obligation
on the members of the Concert Party to make a general offer to Shareholders
under Rule 9 of the Takeover Code that would otherwise arise as a result of the
implementation of the Proposals. To be passed, a simple majority of the votes
must be cast in favour of Resolution 1 at the EGM.

Following completion of the Proposals, the Investor will hold more than 50 per
cent. of the Company's voting share capital and therefore for so long as it
continues to hold more than 50 per cent. of the Company's voting share capital,
the Investor, and also members of its concert party, may accordingly be able to
increase its aggregate interests in shares without incurring any obligation
under Rule 9 to make a general offer, although the Trust and the Member will not
individually be able to acquire shares in the Company which would individually
take them through a Rule 9 threshold without Panel consent. The Investor has
agreed to regulate this situation through the structure of the Put and Call
Options. Furthermore, there is no agreement, arrangement or undertaking
between the members of the Concert Party pursuant to which any of the
Subscription Shares or the Existing Ordinary Shares will be transferred by the
Investor to either the Member or the Trust.

Re-registration

At the EGM, a resolution will be proposed to re-register the Company as a
private limited company to take advantage of the greater flexibility and lower
level of regulation applicable to private companies which is appropriate where a
single shareholder controls 75 per cent. of the voting capital of a company.
The Re-registration process requires certain consequential changes to be made to
the memorandum of association of the Company and accordingly a further
resolution will be proposed at the EGM to approve such changes.

The Takeover Code will continue to apply to the Company if it is re-registered
as a private limited company until the date which is ten years from 22 January
2003 being the date on which the Company issued a prospectus offering 4,750,000
£1 ordinary shares at £1 per share to Shareholders.

Financial effects of the Proposals

Upon the Proposals becoming effective Ordinary Shareholders will be entitled to
receive a minimum of £0.10 per £1 Ordinary Share under either the Call Option or
the Put Option, such funds to be received by 29 August 2010.

The Subscription provides that the Company will receive approximately £9
million. Each Subscription Share will have a nominal value of £0.01 each but in
all other material respects as regards entitlement to voting, dividend and
participation in the capital of the Company will be equivalent to an Existing
Ordinary Share.

Recommendation

The Directors believe that the Proposals, and in particular the proposed
Subscription and the securing of the waiver from the obligation on the Concert
Party to make a general offer to shareholders under Rule 9 of the Takeover Code,
are in the best interests of the Company and its shareholders as a whole. In
providing advice to the Directors, Vantis has taken into account the commercial
assessment of the Directors. Vantis' advice to the Board is set out in Part III
of the document that will be sent to Shareholders. Accordingly, the Directors
unanimously recommend that Shareholders vote in favour of the Resolutions as
they themselves have undertaken to do in respect of their own beneficial
holdings which amount, in aggregate, to 6,024,476 Ordinary Shares, representing
approximately 94.44 per cent. of the Existing Ordinary Shares.

In addition, LCFC has received irrevocable undertakings to vote in favour of the
Resolutions as follows:

Name Number of Existing % of issued Existing
Ordinary Shares Ordinary Shares Capital
Charles Street Buildings (Leicester) Ltd 100,000 1.57
Karen and Peter Swann 100,000 1.57
J M McCahill Ltd 50,000 0.78
C J Upton & Sons Ltd 20,000 0.31
Timothy Bevan Davies 100,000 1.57
Pukka Pies Limited 500,000 7.84
Roger William Paltney 85,000 1.33
Anthony James Carpendale Wheeler 100,000 1.57
Martin Francis George 50,000 0.78
Alison Jenny Nettleton 25,000 0.39
Kerby & West 250,000 3.92
Clive Richard Sharpe 100,000 1.57
Peter John Lennon 35,000 0.55
Brian Raymond Maddison 110,000 1.72
Kenneth Raymond Brigstock 25,000 0.39
James Columba McCahill 200,000 3.14
Thomas Ellison Bloor 25,000 0.39
Anthony Wayne Lander 25,000 0.39
Walker McRobie 50,000 0.78
Stephen John Spencer Lee 200,000 3.14
Teresa Ann Lander 25,000 0.39
Peter William Freer 50,000 0.78
Robert Comrie Burns Craig 100,000 1.57
Vanda Alicia Craig 25,000 0.39
Martin John Page 60,000 0.94
Alan James Upton 100,000 1.57
Nicholas Charles Wilkinson 100,000 1.57
A M Widdowson & Son Ltd 250,000 3.92
Peter Eugene Hockenhull 125,000 1.96
David Wilson 150,000 2.35
Michael John Edwards 250,000 3.92
Donald Kendall 100,000 1.57
Roger Thomas Page 60,000 0.94
Hammond Grange Ltd 500,000 7.84
Leicester City Supporters Society Ltd 151,000 2.37
The Executors of Trevor Bennett 350,000 5.49
Jonathan Ray Holmes 100,000 1.57
David Peter John Ross 165,476 2.59
H W Coates Ltd 300,000 4.70
Emile Williams Heskey 50,000 0.78
Gary Lineker 100,000 1.57
Andrew Taylor 250,000 3.92
Gregory Alison Clarke 413,000 6.47
Dominic Shorthouse 100,000 1.57
6,024,476 94.44

In addition, the Company has received an irrevocable undertaking from T-C Sports
Co,Inc to vote in favour of the Resolutions at the EGM in respect of the one
Redeemable Share held by it.

Accordingly, irrevocable undertakings to vote in favour of the Resolutions have
been received from Shareholders with an interest in shares, representing in
aggregate 94.44 per cent. of the existing issued share capital of the Company.

 

[Mike - True Blue Tinter]

The important bits I thought it said was he has 94% of the shares now, (so he could buy the other 6% if he wanted to).
He will pay 10p a share now, cost approx £600 000, another 50p per share, £3 million, if we are promoted within 3 years, and another 50p per share if we stay there for a second season.
So if the club does well, the shareholders get all their money back.
His company guarantees the Teacher's loan on the stadium.
He puts £4.5 million cash in this year to cover operating debt and player/management improvements with a further £4.5 million next year.
At the EGM in three weeks the shareholders will approve the club becoming a private limited company and MM will become executive chairman.

Seems like a great deal to me!

 

[Real Sharapova]

The important bits I thought it said was he has 94% of the shares now, (so he could buy the other 6% if he wanted to).
He will pay 10p a share now

Not quite right, he doesn't have to pay until 2010.

 

[Mike - True Blue Tinter]

The 10p, or any of it?

 

[Babylon]

He puts £4.5 million cash in this year to cover operating debt and player/management improvements with a further £4.5 million next year.

Considering we made a loss of 3.6m from July to December this year, it doesn't leaave much spare cash (if any)!!!

 

[Real Sharapova]

The 10p, or any of it?

The 10p element.

 

[Real Sharapova]

Considering we made a loss of 3.6m from July to December this year, it doesn't leaave much spare cash (if any)!!!

Where's that info from, Babs?

 

[homer]

Where's that info from, Babs?

"The unaudited results of the Company for the six months ended 30 November 2006 show a loss before tax for the period of £3.6 million "

 

[Isopen]

So now we have the full details, how many are going to go onto the Mercury website and challenge Bill about this £25m figure which was stated again yesterday.

Of course any anti BA posts will be deleted after vetting......

 

[Mike - True Blue Tinter]

So some of the losses can be offset against future or past tax paid perhaps?

 

[fcukcov]

So now we have the full details, how many are going to go onto the Mercury website and challenge Bill about this £25m figure which was stated again yesterday.

Of course any anti BA posts will be deleted after vetting......

25 m would be about right if he assumes the stadioum debt and with the final 9m he will pay for the club. So maybe bill wasnt that far off?

 

[drew]

So my calculations of £5-7 million in debt (that was lambasted by a few on here) was almost correct then.

There is no way player sales would of covered that, then that left the board to cover the shortfall.

All hypothetical now, but it really was bum clenching stuff.

 

[Real Sharapova]

So my calculations of £5-7 million in debt (that was lambasted by a few on here) was almost correct then.

There is no way player sales would of covered that, then that left the board to cover the shortfall.

All hypothetical now, but it really was bum clenching stuff.

Without a full analysis of the figures for the six months to 30th November it's a bit difficult to say one way or another. Remember that period includes the summer period when not a lot of income is received but things such as player salaries still have to be paid. I would suspect the figures for the six months to 31st May 2007 would show a marked improvement, but that's all hypothesis.

 

[homer]

Without a full analysis of the figures for the six months to 30th November it's a bit difficult to say one way or another. Remember that period includes the summer period when not a lot of income is received but things such as player salaries still have to be paid. I would suspect the figures for the six months to 31st May 2007 would show a marked improvement, but that's all hypothesis.

"6 months ended 30 November 2005:- loss £120,000"

Gives a decent comparison for the previous year

 

[Real Sharapova]

"6 months ended 30 November 2005:- loss £120,000"

Gives a decent comparison for the previous year

Connolly.