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RNS Number : 1899E
Watford FC Limited
01 April 2011
Not for release, publication or distribution, in whole or in
part, directly or indirectly in, into or from ANY JURISDICTION
WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR
REGULATIONS OF SUCH JURISDICTION
FOR IMMEDIATE RELEASE 1 April 2011
Watford FC Limited ("WFCL")
Cash Offer for Watford Leisure PLC ("Watford Leisure)
Offer Wholly Unconditional
1. Offer Becomes Unconditional in All Respects
On 10 March 2011, WFCL announced the terms of a cash offer to
acquire the entire issued and to be issued share capital of Watford
Leisure. The Offer Document setting out the full terms of the Offer
was posted to Watford Leisure Shareholders on 25 March 2011.
WFCL is pleased to announce that, as all of the conditions of
the Offer have been satisfied or (where applicable) waived, the
Offer is today declared unconditional in all respects.
2. Level of acceptances
As at 5.00 p.m. on 1 April 2011 valid acceptances of the Offer
had been received in respect of a total of 24,187,814 Watford
Leisure Shares, representing approximately 55.11% of the issued
share capital of Watford Leisure.
These acceptances include acceptances in respect of 23,675,233
Watford Leisure Shares, representing approximately 53.95 per cent.
of Watford Leisure's issued ordinary share capital, which are the
subject of irrevocable undertakings to accept, or procure the
acceptance of, the Offer, as disclosed in the Announcement.
As described in the Offer Document, there are 202,840,000
Warrants outstanding and WFCL has agreed with the Warrantholders to
purchase all of the outstanding Warrants for the aggregate sum of
GBP1 in the case of each Warrantholder. As the Offer has been
declared wholly unconditional completion of the acquisition of the
Warrants by WFCL will now occur shortly.
3. Closing date of the Offer
The Offer will remain open for acceptance until further
notice.
4. Settlement of consideration
Settlement of the consideration to accepting Watford Leisure
Shareholders, or their designated agents, will be effected:
(a) in the case of acceptances received complete in all respects
on or before today's date, within 14 calendar days of today's date;
or
(b) in the case of acceptances received complete in all respects
after today's date, within 14 calendar days of the date of such
receipt,
in each such case as further described in the Offer
Document.
5. Compulsory acquisition, cancellation of AIM admission and
re-registration
If WFCL receives acceptances under the Offer in respect of,
and/or otherwise acquires, 90 per cent. or more in value of the
Watford Leisure Shares to which the Offer relates (and not less
than 90 per cent. of the voting rights carried by Watford Leisure
Shares), WFCL currently intends to exercise its rights pursuant to
the provisions of sections 979 to 982 (inclusive) of the Companies
Act 2006 to compulsorily acquire any remaining Watford Leisure
Shares to which the Offer relates on the same terms as the
Offer.
Furthermore, if WFCL receives sufficient acceptances from
Watford Leisure Shareholders, and/or otherwise acquires sufficient
Watford Leisure Shares, to take its shareholding to 75 per cent. or
more of the Watford Leisure Shares, WFCL intends to procure the
making of an application by Watford Leisure to the London Stock
Exchange for the cancellation of the admission of the Watford
Leisure Shares to trading on AIM. It is anticipated that, subject
to any applicable requirements of the London Stock Exchange, such
cancellation will take effect no earlier than 20 Business Days
after the date on which WFCL receives sufficient acceptances from
Watford Leisure Shareholders, and/or otherwise acquires sufficient
Watford Leisure Shares, to take its shareholding to over 75 per
cent.
It is further proposed that after the Watford Leisure Shares are
no longer admitted to trading on AIM, Watford Leisure will be
re-registered as a private limited company under the relevant
provisions of the Companies Act 2006.
Cancellation of the admission of Watford Leisure Shares to
trading on AIM and re-registration as a private limited company
will significantly reduce the liquidity and marketability of any
Watford Leisure Shares not assented to the Offer at that time and
the value of any such Watford Leisure Shares may be affected as a
consequence.
6. Acceptance of the Offer
Watford Leisure Shareholders who wish to accept the Offer and
who have not already done so should:
-- in respect of Watford Leisure Shares in certificated form,
complete, sign and return the Form of Acceptance, in accordance
with the instructions set out in the Offer Document and in the Form
of Acceptance, so as to be received by Capita Registrars (at The
Registry, 34 Beckenham Road, Beckenham, Kent, BR3 4TU) as soon as
possible; and
-- in respect of Watford Leisure Shares in uncertificated form
(that is, in CREST), accept electronically through CREST, in
accordance with the instructions set out in the Offer Document, so
that the TTE instruction settles as soon as possible. Watford
Leisure Shareholders holding Watford Leisure Shares as a CREST
sponsored member should refer to their CREST sponsor as only the
CREST sponsor will be able to send the necessary TTE instruction to
CREST.
7. Offer Document
Copies of the Offer Document are available from Capita
Registrars at The Registry, 34 Beckenham Road, Beckenham, Kent, BR3
4TU.
This announcement should be read in conjunction with the Offer
Document dated 25 March 2011. Terms defined in the Offer Document
shall have the same meanings in this announcement.
Enquiries:
Seymour Pierce Limited (Financial Adviser to WFCL)
Jonathan Wright Tel: +44 (0) 20 7107 8000
Tom Sheldon Tel: +44 (0) 20 7107 8000
Maitland (PR Adviser to WFCL)
Neil Bennett Tel: +44 (0) 20 7379 5151
Daniel Yea Tel: +44 (0) 20 7379 5151
Watford Leisure PLC
Julian Winter, Chief Executive Tel: +44 (0) 1923 496 000
Officer
Strand Hanson Limited (Financial Adviser to Watford Leisure)
Rory Murphy Tel: +44 (0) 20 7409 3494
Matthew Chandler Tel: +44 (0) 20 7409 3494
Documents made available for inspection in connection the Offer,
including the Offer Document and Form of Acceptance, will be
available for inspection for so long as the Offer is open for
acceptance, subject to certain restrictions relating to persons
resident in any Restricted Jurisdiction, on Watford Leisure's
website at www.watfordleisureplc.com and WFCL's website at
www.watfordfcltd.co.uk.
The WFCL Director accepts responsibility for all of the
information contained in this announcement. To the best of the
knowledge and belief of the WFCL Director (who has taken all
reasonable care to ensure that such is the case), the information
contained in this announcement for which he is responsible is in
accordance with the facts and does not omit anything likely to
affect the import of such information.
Seymour Pierce, which is authorised and regulated in the United
Kingdom by the Financial Services Authority, is acting exclusively
as financial adviser to WFCL and no-one else in connection with the
Offer and will not be responsible to anyone other than WFCL for
providing the protections afforded to clients of Seymour Pierce or
for providing advice in relation to the Offer, the contents of this
announcement or any other matter referred to herein. Neither
Seymour Pierce nor any of its affiliates owes or accepts any duty,
liability or responsibility whatsoever (whether direct or indirect,
whether in contract, in tort, under statute or otherwise) to any
person who is not a client of Seymour Pierce in connection with
this announcement, any statement contained herein or otherwise.
This announcement is for information purposes only and is not
intended to, and does not, constitute, or form any part of, an
offer to sell or an invitation to subscribe for or purchase Watford
Leisure Shares or any other securities, nor shall there be any
sale, issue or transfer of the securities referred to in this
announcement in any jurisdiction in contravention of applicable
law. The Offer is being made solely through the Offer Document,
which contains the full terms and conditions of the Offer. Any
acceptance in relation to the Offer should be made only on the
basis of the information contained in the Offer Document. Watford
Leisure Shareholders are advised to read the formal documentation
in relation to the Offer carefully.
Disclosure Requirements of the Code
The disclosure requirements are set out in more details in Rule
8 of the Code.
Under Rule 8.3(a) of the Code, any person who is interested in
one per cent. or more of any class of relevant securities of
Watford Leisure 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) Watford Leisure 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 p.m. (London time) on the 10th business day following the
commencement of the offer period and, if appropriate, by no later
than 3.30 p.m. (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 Watford
Leisure 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 Code, any person who is, or becomes,
interested in one per cent. or more of any class of relevant
securities of Watford Leisure or of any paper offeror must make a
Dealing Disclosure if the person deals in any relevant securities
of Watford Leisure 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) Watford Leisure 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 p.m. (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 Watford Leisure or a paper
offeror, they will be deemed to be a single person for the purpose
of Rule 8.3.
Opening Position Disclosures must also be made by Watford
Leisure and by any offeror and Dealing Disclosures must also be
made by Watford Leisure, by any offeror and by any persons acting
in concert with any of them (see Rules 8.1, 8.2 and 8.4).
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 Takeover Panel's website at 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 +44 (0)20
7638 0129.
Publication of this announcement
In accordance with Rule 19.11 of the Code, a copy of this
announcement will be published, subject to certain restrictions
relating to persons resident in any Restricted Jurisdiction, on
Watford Leisure's website at www.watfordleisureplc.com and WFCL's
website at www.watfordfcltd.co.uk, by no later than 12 noon on
11March 2011.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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