Cash Offer
10 April 2003 - 10:21PM
UK Regulatory
RNS Number:8876J
West Bromwich Albion PLC
10 April 2003
10 April 2003
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART IN OR INTO THE
UNITED STATES, CANADA, JAPAN OR AUSTRALIA
WEST BROMWICH ALBION PLC
CASH OFFER UNDER RULE 9 OF THE CITY CODE TO ACQUIRE WEST BROMWICH ALBION PLC TO
BE MADE BY JEREMY PEACE
1. Introduction
On 10 April 2003, I acquired 28,050 WBA Shares, representing approximately 20
per cent of the issued share capital of WBA from Highfield Electronics Limited
("the Vendor"), a company controlled by Paul Thompson, a former Chairman of WBA.
Kappa Limited, which owns 40,950 WBA Shares, was introduced as a shareholder in
WBA by me and is deemed to be acting in concert with me for the purposes of the
City Code. Prior to the purchase from the Vendor, the Concert Party, comprising
Kappa Limited and me, owned 41,950 WBA Shares, equivalent to 29.9% of the issued
share capital of the Company. As a result of the purchase by me today, the
combined holdings of the Concert Party in WBA have increased to 70,000 WBA
Shares, representing just over 50% of the issued share capital of WBA.
Accordingly, pursuant to Rule 9 of the City Code, I am required to make an offer
for the issued share capital of WBA not already held by the Concert Party.
2. The Offer
The Offer, which is unconditional, will be made on the terms set out below and
in Appendix I of this announcement, and is subject to the further terms set out
in the Offer Document and in the relevant form of acceptance, both of which will
be posted to shareholders of WBA within 28 days of the date of this
announcement.
The Offer will be made on the following basis:
for each WBA Share, #55:00 in cash
The Offer will extend to all WBA Shares which are not held by the Concert Party
and will remain open for acceptance, subject to the provisions of Appendix I of
this announcement, until 3 p.m. on the 21st day after the date of posting of the
Offer Document or (if that day is a Saturday, Sunday or a public holiday) on the
next succeeding business day.
I am required by the Panel to extend the Offer at the Offer Price to the holders
of the Premier Shares. However, holders of Premier Shares should be aware that
they are unable to transfer Premier Shares without also transferring the Premier
Certificate which was issued in connection with that share and which carries the
right to apply for season tickets at West Bromwich Albion FC.
The Offer values the total issued share capital of WBA at approximately #7.7
million.
3. Background to and reasons for the Offer
I became Chairman of WBA on 13 June 2002. Over the last decade, the Company has
changed from being a private company with a restricted voting structure to a
public company whose shares are traded on AIM and where the voting has been
dominated by a few large shareholders but with no single controlling shareholder
group. This has led to instability and changes in Board representation which
has tended to hinder the development of the Company. With the football sector
now experiencing a process of radical change, the Company is, more than ever, in
need of strong management and a unified shareholder base. I believe that the
purchase of WBA Shares by me which has given rise to the Offer, will assist in
achieving this objective.
Although I am required by Rule 9 of the City Code to make an offer for all of
the WBA Shares, other than those held by the Concert Party, I do not wish to
increase my shareholding in the Company above the level which I now hold and
would prefer to see a wide spread of shareholders in the Company. Accordingly,
following the closing of the Offer, I intend to sell such numbers of WBA Shares
("Excess Shares") as will reduce my shareholding in the Company to the level
held following today's purchase. Due to financial services regulations, I am
unable to make an offer to sell the Excess Shares at present but I intend to
write to Shareholders with further proposals after the closing of the Offer.
Regardless of the level of acceptances received under the Offer, I intend to
preserve the AIM listing of the Company.
4. Information on WBA
WBA is a UK based public company that is quoted on AIM. WBA's principal
activity is the operation of a professional football club competing in the FA
Premier League.
WBA announced its (unaudited) interim results for the six months ended 31
December 2002 on 27 March 2003. During this period, WBA's consolidated turnover
was #14.8 million (2001: #6.1 million) and the loss before taxation was #0.3
million (2001: profit of #3.9 million).
5. Information on Jeremy Peace
Aged 46, I am currently the Chairman of WBA. I have a background in investment
banking and have held board positions in a number of public companies over the
past 20 years. I am currently a non-executive director of Thomas Potts Plc
(appointed March 1996) and e-primefinancial plc (appointed December 1999).
6. Management and employees
I confirm that the existing employment rights, including pension rights, of the
management and employees of WBA will not be affected by this Offer.
7. Irrevocable Undertakings
Following release of this announcement but prior to posting of the Offer
Document and consistent with my proposals outlined in section 3 above, I intend
to approach certain shareholders, who hold in aggregate approximately 15,000 WBA
Shares (equivalent to 10.7% of the entire issued share capital of WBA) to
request that they give irrevocable undertakings not to accept the Offer.
8. Financing of the Offer
Barclays Bank PLC has confirmed that it has provided sufficient facilities to me
to enable me to fund the purchase, at the Offer Price, of the WBA Shares to
which the Offer relates. It is estimated that full acceptance of the Offer
would require the payment by me, under the terms of the Offer, of a maximum
amount of approximately #3.8 million in cash.
9. Further terms of the Offer
The Offer will be made on the terms set out in Appendix I of this
announcement.
10. Disclosure of interests in WBA
As at 9 April 2003 (being the last business day prior to the publication of this
announcement), neither I, nor, so far as I am aware, any person acting or deemed
to be acting in concert with me, owns or controls any WBA Shares or has any
options to acquire any WBA Shares, save for the 41,950 WBA Shares referred to in
paragraph 1 above.
11. Further details of the Offer
The Offer Document, setting out full details of the Offer, and the related form
of acceptance will be despatched to Shareholders as soon as practicable, and in
any event within 28 days of the date of the announcement.
The definitions of terms used in this announcement are contained in Appendix II
of this announcement.
The Offer will not be made directly or indirectly in or into the
United States, Canada, Japan or Australia. Accordingly, copies of this
announcement are not being, and must not be, mailed or otherwise distributed or
sent in or into or from the United States, Canada, Japan or Australia. The
availability of the Offer to persons outside the United Kingdom may be affected
by the laws of other jurisdictions. Such persons should inform themselves about
and observe any applicable requirements of those jurisdictions.
I accept responsibility for the information contained in this announcement save
that the only responsibility accepted by me in respect of such information as
relates to WBA (which has been compiled from public records) has been to ensure
that such information has been correctly and fairly reproduced and presented.
Subject as aforesaid, to the best of my knowledge and belief (having taken all
reasonable care to endure that such is the case) , such information is in
accordance with the facts and does not omit anything likely to affect the import
of such information.
This announcement does not constitute, or form part of, an offer or
an invitation to purchase or sell any securities.
This announcement has been made by me and issued by Holborn Public
Relations Limited on my behalf.
Appendix I
Certain terms of the Offer
1. The Offer will extend to all WBA Shares other than the WBA Shares
already held by the Offeror or other member of the Concert Party.
2. 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.
3. The WBA Shares which are the subject of the Offer will be acquired,
fully paid, free from all liens, charges, encumbrances, rights of pre-emption
and any other third party rights of any nature whatsoever and together with all
rights now or hereafter attaching thereto, including the right to receive and
retain in full all dividends and other distributions, if any, declared, made or
paid after the date hereof.
4. The Offer will comply with the rules of AIM and the provisions of the
City Code. The Offer and any acceptances under it will be governed by English
law and be subject to the jurisdiction of the courts of England.
Appendix II
Definitions
The following definitions apply throughout this announcement unless the context
requires otherwise:
"AIM" the Alternative Investment Market of the London Stock Exchange;
"Canada" Canada, its provinces, territories and all areas subject to its
jurisdiction and any political sub-division thereof;
"City Code" the City Code on Takeovers and Mergers;
"Companies Act" or "Act" the Companies Act 1985, as amended;
"Concert Party" Mr Peace and Kappa Limited;
"Japan" Japan, its cities, prefectures, territories and possessions;
"London Stock Exchange" London Stock Exchange plc;
"Offer" the mandatory cash offer by Mr Peace to acquire all of the WBA
Shares not held by the Concert Party on the terms to be set out in
the Offer Document including, where the context requires, any
subsequent revision, variation, extension or renewal of such offer;
"Offer Document" the formal document to be sent to WBA Shareholders setting out the
full terms of the Offer;
"Offer Period" the period commencing on 31 March 2003, the date on which it was
announced that Jeremy Peace had held discussions with Paul Thompson
with a view to purchasing his shareholding and ending on the
twenty-first day after the date of posting of the Offer Document or
(if that day is a Saturday, Sunday or a holiday) on the next
succeeding business day or, if later, the date on which the Offer
closes;
"Offeror" Jeremy Peace;
"Offer Price" #55:00 per WBA Share;
"Ordinary Shares" the existing issued or unconditionally allotted and paid (or
credited as fully paid) ordinary shares of #10.00 each in the
capital of WBA and any further shares which are unconditionally
allotted or issued fully paid (or credited as fully paid) on or
prior to the date on which the Offer closes or, subject to the
provisions of the City Code, such earlier date or dates as the
Offeror may determine;
"Panel" The Panel on Takeovers and Mergers;
"Premier Shares" the existing issued or unconditionally allotted and paid (or
credited as fully paid) premier shares of #10.00 each in the
capital of WBA and any further shares which are unconditionally
allotted or issued fully paid (or credited as fully paid) on or
prior to the date on which the Offer closes or, subject to the
provisions of the City Code, such earlier date or dates as the
Offeror may determine;
"Shareholders" the holders, from time to time, of WBA Shares;
"WBA" or "Company" West Bromwich Albion Plc registered in England and Wales under
registered number 34292;
"WBA Shares" Ordinary Shares and Premier Shares;
"United Kingdom" or "UK" the United Kingdom of Great Britain and Northern Ireland;
"United States" the United States of America, its territories or possessions, any
state of the United States of America the District of Columbia and
all other areas subject to its jurisdiction.
This information is provided by RNS
The company news service from the London Stock Exchange
END
OFBIMMTTMMBBBLJ
