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RNS Number : 5941G
Watford FC Limited
13 May 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 13 May 2011
Watford FC Limited ("WFCL")
Cash Offer for Watford Leisure PLC ("Watford Leisure)
Offer update - compulsory acquisition of Watford Leisure
Shares
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.
The Offer was declared wholly unconditional on 1 April 2011.
Compulsory acquisition
As at 1:00 p.m. (London time) on 12 May 2011, WFCL had received
valid acceptances from Watford Leisure Shareholders in respect of
41,417,377 Watford Leisure Shares representing approximately 94.37
per cent. of the existing issued share capital of Watford Leisure.
Therefore, valid acceptances have been received in respect of more
than 90 per cent. of the Watford Leisure Shares to which the Offer
relates.
WFCL announces that compulsory acquisition notices (the
"Notices") pursuant to section 979 of the Companies Act 2006 are
today being posted to those Watford Leisure Shareholders who have
not yet accepted the Offer (the "Non-Assenting Shareholders")
setting out WFCL's intention to acquire compulsorily all remaining
Watford Leisure Shares on the same terms as the Offer.
Unless Non-Assenting Shareholders apply to court and the court
orders otherwise, on the expiry of six weeks from the date of the
Notices, being 24 June 2011, the Watford Leisure Shares held by
Non-Assenting Shareholders who have not accepted the Offer by 24
June 2011 will be acquired compulsorily by WFCL under the terms of
the Offer and such Non-Assenting Shareholders will be entitled to 1
pence in cash for each Watford Leisure Share such Non-Assenting
Shareholders hold on that date.
Delisting
Watford Leisure confirmed on 28 April 2011 that an application
had been made to the London Stock Exchange for the cancellation of
the admission of Watford Leisure Shares to trading on AIM
("Cancellation"). Cancellation will take effect from 7.00 a.m. on
Tuesday 31 May 2011.
Such cancellation of Watford Leisure's listing will
significantly reduce the liquidity and marketability of any Watford
Leisure Shares in respect of which the Offer has not been accepted
at that time.
Procedure for acceptance of the Offer
The Offer remains open until further notice and at least 14
days' notice will be given of the closing of the Offer.
Watford Leisure Shareholders who have not yet accepted the Offer
are urged to do so immediately.
To accept the Offer in respect of Watford Leisure Shares held in
certificated form, Watford Leisure Shareholders must complete, sign
and return the Form of Acceptance, together with their share
certificate(s) or other relevant document(s) of title, in
accordance with the instructions contained therein and set out in
the Offer Document.
To accept the Offer in respect of Watford Leisure Shares held in
uncertificated form (that is, in CREST), Watford Leisure
Shareholders must follow the procedure for electronic acceptance
through CREST in accordance with the instructions set out in the
Offer Document. If Watford Leisure Shareholders hold their Watford
Leisure Shares as a CREST sponsored member, they should refer to
their CREST sponsor as only their CREST sponsor will be able to
send the necessary TTE Instruction to Euroclear.
Publication on website
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 16
May 2011.
For further information in relation to the Offer, please refer
to the Offer Document and WFCL's announcement declaring the offer
wholly unconditional on 1 April 2011.
Capitalised terms used but not defined in this announcement
shall have the meaning given to them in the Offer Document.
Enquiries:
Seymour Pierce Limited (Financial Adviser to WFCL)
Jonathan Wright Tel: +44 (0) 20 7107 8000
Tom Sheldon Tel: +44 (0) 20 7107 8000
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.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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