TIDMMWH
RNS Number : 3078W
Millwall Holdings PLC
17 November 2010
THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED IN IT IS NOT FOR RELEASE,
PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR
INTO THE UNITED STATES, CANADA, JAPAN, AND THE REPUBLIC OF SOUTH AFRICA OR ANY
OTHER JURISDICTION IN WHICH THE SAME WOULD BE UNLAWFUL.
THIS ANNOUNCEMENT IS AN ADVERTISEMENT. IT IS NOT A PROSPECTUS. INVESTORS SHOULD
NOT SUBSCRIBE FOR OR PURCHASE ANY SHARES REFERRED TO IN THIS ANNOUNCEMENT EXCEPT
SOLELY ON THE BASIS OF INFORMATION IN THE PROSPECTUS TO BE PUBLISHED BY MILLWALL
HOLDINGS PLC IN CONNECTION WITH THE PROPOSED OPEN OFFER. COPIES OF THE
PROSPECTUS WILL, FOLLOWING PUBLICATION, BE AVAILABLE FREE OF CHARGE AT THE
COMPANY'S REGISTERED OFFICE, THE DEN, ZAMPA ROAD, LONDON SE16 3LN AND AT THE
OFFICES OF SINGER CAPITAL MARKETS LIMITED, 1 HANOVER STREET, LONDON, W1S 1YZ,
DURING NORMAL BUSINESS HOURS ON ANY WEEKDAY (SATURDAYS, SUNDAYS AND PUBLIC
HOLIDAYS EXCEPTED) FROM THE DATE OF THIS ANNOUNCEMENT UNTIL ONE MONTH AFTER
ADMISSION.
Millwall Holdings plc
Proposed Open Offer
Millwall Holdings plc ("Millwall" or the "Company" AIM: MWH), is pleased to
announce that it proposes to raise up to GBP7,837,530 in cash (before expenses)
and reduce its borrowings by GBP3,460,770 through the issue of up to 1,129,830
new Ordinary Shares of GBP10 each ("New Ordinary Shares") at a price of GBP10
per New Ordinary Share by means of an Open Offer to all Shareholders.
The issue price of GBP10 (the "Issue Price") represents a premium of
approximately 25.79 per cent. to the closing share price of GBP7.95 per New
Ordinary Share on 15 November 2010 (being the latest practicable dealing day
prior to the announcement of the Open Offer). The Company intends to use the
proceeds of the Open Offer to provide working capital for Millwall Football Club
and enable the Company to reduce its level of borrowings.
Chestnut Hill Ventures LLC ("CHV") and Constantine Gonticas, a Director, have
irrevocably undertaken to the Company to subscribe for all of the New Ordinary
Shares which they are entitled to under the Open Offer. In addition CHV, certain
NFL Noteholders and certain Directors and their associates and associated
companies, have agreed with the Company to underwrite up to GBP6,539,230 of the
Open Offer. In this manner, GBP10,000,000 of the maximum subscription of
GBP11,298,300 for New Ordinary Shares under the Open Offer is underwritten
either by way of cash paid or debt reduction.
The Open Offer is subject to Shareholder approval and a prospectus incorporating
a notice of general meeting (the "Prospectus") is expected to be approved by the
UK Listing Authority and posted to Shareholders on or around 17 November 2010.
It is expected that the extraordinary general meeting of the Company (the
"Extraordinary General Meeting") will be held on or around 17 December 2010.
On completion of the Open Offer, CHV (taken together with those persons with
whom it is acting in concert for the purposes of Rule 9 of the City Code, if
any) will potentially be interested in a maximum of 1,097,033 Ordinary Shares,
representing a maximum of approximately 73.39 per cent. of the Fully Diluted
Share Capital. Rule 9 of the City Code provides that CHV would normally be
obliged under the City Code to make a general offer to Shareholders to acquire
all of the Ordinary Shares not already owned by it, if its interests were to
become 30 per cent. or more of the voting rights of the Company. The Panel may
waive this obligation subject to the passing of a Whitewash Resolution. However,
as Independent Shareholders holding more than 50 per cent. of the Company's
Existing Ordinary Shares have confirmed to the Panel in writing that if a
Whitewash Resolution was proposed at a general meeting, they would vote in
favour of that resolution, the Panel has agreed to waive the obligation without
requiring a Whitewash Resolution to be passed.
For further information please contact:
Millwall Holdings plc
Tel: +44 (0)20 7232 1222
Andy Ambler, Chief Executive
Tom Simmons, Company Secretary
Singer Capital Markets Ltd
Tel: +44 203 205 7500
Jeff Keating
Nick Donovan
Background to and reasons for the Open Offer
The Board has explored a number of options to raise funds to provide working
capital for the Club and enable the Company to reduce its level of borrowings.
The Board does not currently have Shareholders' authority to raise cash through
a non pre-emptive issue of Ordinary Shares and as a result, the Company can only
raise funds either through additional borrowings (if available), or through a
pre-emptive offer of Ordinary Shares to all Shareholders.
After consultation with its advisers, and having considered the limited options
available to it, the Board has concluded that the most suitable course of action
is to proceed with the Open Offer. The Board considers now to be an appropriate
time to do this as Millwall F.C. has been promoted to the Championship division
of The Football League and the Company therefore wishes to strengthen its
balance sheet by reducing borrowings and the associated interest burden and to
improve its working capital position.
Principal Terms of the Open Offer
New Ordinary Shares are being offered to Qualifying Shareholders in the Open
Offer, subject to the terms and conditions of the Open Offer, pro rata to their
existing shareholdings at the Issue Price of GBP10 per New Ordinary Share on the
basis of 3 New Ordinary Shares for every 1 Existing Ordinary Share registered in
the names of Qualifying Shareholders at the Record Date, and so in proportion
for any other number of Existing Ordinary Shares held and registered in their
names.
Subscription commitments
CHV has irrevocably undertaken to the Company to subscribe for all of the New
Ordinary Shares which it is entitled to under the Open Offer which will result
in CHV acquiring 319,998 New Ordinary Shares, representing approximately 28 per
cent. of the New Ordinary Shares to be issued under the Open Offer and
approximately 28 per cent. of the Enlarged Issued Share Capital if the Open
Offer is fully subscribed. CHV's subscription obligations will be satisfied by
the Cancellation of an equal amount of the CHV Loans in the following order of
priority: (i) the 15% CHV Unsecured Debt; and (ii) the 17% CHV Unsecured Debt.
The Company has also received an irrevocable undertaking from Constantine
Gonticas, a Director, to subscribe for all of the New Ordinary Shares to which
he is entitled under the Open Offer. His subscription obligation will be paid by
the Cancellation of GBP260,790 of his Directors Loan Notes. This will result in
Constantine Gonticas acquiring 26,079 New Ordinary Shares representing
approximately 2 per cent. of the New Ordinary Shares to be issued under the Open
Offer and approximately 2 per cent. of the Enlarged Issued Share Capital if the
Open Offer is fully subscribed.
Underwriting commitments
Pursuant to the Underwriting Agreement, certain of the Directors and their
associates and associated companies, certain of the NFL Noteholders and CHV have
agreed to underwrite the Open Offer up to a maximum of GBP6,539,230 by
subscribing for up to 653,923 New Ordinary Shares ("Underwritten Shares").
These Directors, their associates and associated companies and NFL Noteholders
have agreed with the Company to subscribe for up to 101,778 New Ordinary Shares
which are not the subject of valid applications under the Open Offer by other
Shareholders to a maximum value of GBP1,017,780, representing, in aggregate, up
to approximately 9.01 per cent. of the New Ordinary Shares to be issued under
the Open Offer. Their subscription obligations will be satisfied as to
GBP150,000 in cash and as to the balance by the Cancellation of an equal amount
of the Directors Loan Notes or (as the case may be) the NFL Loan Notes (in the
case of Constantine Gonticas, to the extent not utilised in satisfying his
obligation in respect of his Open Offer Entitlement). In the event that the full
underwriting commitment of these Directors, their associates and associated
companies and NFL Noteholders is not utilised, they will each fulfil their
underwriting obligation pro rata to their individual underwriting commitments.
CHV has agreed with the Company to subscribe for the balance of the Underwritten
Shares not taken up by certain of the Directors, their associates and associated
companies and the NFL Noteholders, representing up to approximately 48.87 per
cent. of the New Ordinary Shares to be issued under the Open Offer. CHV's
subscription obligations in respect of its underwriting commitment will be
satisfied as to GBP2,000,000 in cash, and as to the balance by the Cancellation
of an equal amount of the CHV Loans in the following order of priority (to the
extent not utilised in satisfying CHV's subscription obligations in respect of
its Open Offer Entitlement): (i) the 17% CHV Unsecured Debt; and (ii) the CHV
Secured Debt.
None of CHV, the relevant Directors, their associates and associated companies
or the relevant NFL Noteholders will receive any fees or commissions under the
terms of the Underwriting Agreement nor will they be reimbursed any costs or
expenses incurred in evaluating or participating in the Open Offer.
Conditions
The Open Offer is conditional, inter alia, upon:
(a) the Minimum Amount being achieved;
(b) the passing, without material amendment, of the Resolution to be proposed at
the Extraordinary General Meeting;
(c) Admission becoming effective by not later than 8.00 a.m. on 20 December 2010
(or such later time and date as the Company, CHV and SCM may agree, not being
later than 14 January 2011); and
(d) the Underwriting Agreement having become unconditional in all respects save
for the condition relating to Admission and not having been terminated in
accordance with its terms.
The Minimum Amount has been underwritten in cash pursuant to the terms of the
Underwriting Agreement.
If the conditions are not fulfilled on or before 20 December 2010 (or such later
date, being not later than 14 January 2011, as SCM, CHV and the Company may
agree), application monies will be returned to Applicants without interest as
soon thereafter as is practicable.
Further information on the Open Offer and the terms and conditions on which it
is made, including the procedure for application and payment, will be set out in
the Prospectus.
EXPECTED TIMETABLE OF PRINCIPAL EVENTS
Each of the times and dates set out below and mentioned elsewhere in this
announcement may be adjusted by the Company, in which event details of the new
times and dates will be notified to the FSA, the London Stock Exchange and,
where appropriate, Qualifying Shareholders. All references to a time of day in
this announcement are to London time.
+----------------------------------+--------------------------+
| Record Date for entitlement | close of business on 16 |
| under the Open Offer | November 2010 |
+----------------------------------+--------------------------+
| Announcement of the Open Offer, | 17 November 2010 |
| publication of the Prospectus, | |
| posting of the Prospectus and | |
| Form of Proxy and Application | |
| Form | |
+----------------------------------+--------------------------+
| Existing Ordinary Shares marked | 17 November 2010 |
| "ex" entitlement to Open Offer | |
+----------------------------------+--------------------------+
| Open Offer Entitlements credited | 18 November 2010 |
| to Stock Accounts of Qualifying | |
| CREST Shareholders in CREST | |
+----------------------------------+--------------------------+
| Recommended latest time for | 4.30 p.m. on 10 December |
| requesting withdrawal of Open | 2010 |
| Offer Entitlements from CREST | |
+----------------------------------+--------------------------+
| Latest time for depositing Open | 3.00pm on 13 December |
| Offer Entitlements into CREST | 2010 |
+----------------------------------+--------------------------+
| Latest time and date for | 11.00 a.m. on 14 |
| splitting Application Forms to | December 2010 |
| satisfy bona fida market claims | |
+----------------------------------+--------------------------+
| Latest time and date for receipt | 11.30 a.m. on 15 |
| of Form of Proxy | December 2010 |
+----------------------------------+--------------------------+
| Latest time and date for receipt | 11.00 a.m. on 16 |
| of completed Application Forms | December 2010 |
| and payment in full under the | |
| Open Offer or settlement of | |
| relevant CREST instruction | |
+----------------------------------+--------------------------+
| Extraordinary General Meeting | 11.30 a.m.* on 17 |
| | December 2010 |
+----------------------------------+--------------------------+
| Admission effective and dealings | by 8.00 a.m. on 20 |
| commence in New Ordinary Shares | December 2010 |
| and (where applicable) CREST | |
| members' accounts credited in | |
| respect of New Ordinary Shares | |
| in uncertificated form | |
+----------------------------------+--------------------------+
| Despatch of definitive | within 7 days of |
| certificates for New Ordinary | Admission |
| Shares in certificated form | |
+----------------------------------+--------------------------+
* Or as soon as possible after the conclusion of the AGM.
"Safe Harbor" Statement under the US Private Securities Litigation Reform Act of
1995: Some or all of the statements in this announcement that relate to future
plans, expectations, events, performances and the like are forward-looking
statements, as defined in the US Private Securities Litigation Reform Act of
1995. Actual results of events could differ materially from those described in
the forward-looking statements due to a variety of factors.
Singer Capital Markets Limited ("Singer Capital Markets"), which is a member of
the London Stock Exchange and is authorised and regulated in the United Kingdom
by the Financial Services Authority, is acting exclusively for the Company and
no one else in connection with the Open Offer and Admission. It will not be
responsible to anyone other than the Company for providing the protections
afforded to customers of Singer Capital Markets or for advising any other person
on the transactions and arrangements referred to herein. No representation or
warranty, express or implied, is made by Singer Capital Markets as to any of the
contents of this announcement for which the Company and the Directors are solely
responsible. Singer Capital Markets has not authorised the contents of, or any
part of, this announcement and (without limiting the statutory rights of any
person to whom this announcement is issued) no liability whatsoever is accepted
by Singer Capital Markets for the accuracy of any information or opinions
contained in this announcement or for the omission of any material information,
for which the Company and the Directors are solely responsible.
This announcement has been issued by, and is the sole responsibility of, the
Company. No representation or warranty, express or implied is, or will be made
as to, or in relation to, and no responsibility or liability is, or will be,
accepted by either Singer Capital Markets or by any of their affiliates or
agents as to, or in relation to, the accuracy or completeness of this
announcement or any other written or oral information made available to or
publicly available to any interested party or its advisers, and any liability
therefore is expressly disclaimed.
THIS ANNOUNCEMENT IS AN ADVERTISEMENT. IT IS NOT A PROSPECTUS AND INVESTORS
SHOULD NOT SUBSCRIBE FOR OR PURCHASE ANY SHARES REFERRED TO IN THIS ANNOUNCEMENT
EXCEPT ON THE BASIS OF INFORMATION CONTAINED IN THE PROSPECTUS.
Neither the content of Millwall's website nor any website accessible by
hyperlinks on Millwall's website is incorporated in, or forms part of, this
announcement.
This announcement is not for release, publication or distribution, directly or
indirectly, in or into the United States, Canada, Japan or the Republic of South
Africa or any other jurisdiction into which the same would be unlawful.
This announcement does not contain or constitute an offer of, or the
solicitation of an offer to buy or subscribe for, the New Ordinary Shares or any
other securities to any person in Australia, Canada, Japan, New Zealand or South
Africa, or the United States or in any jurisdiction to whom or in which such
offer or solicitation is unlawful. Subject to certain exceptions, the securities
referred to herein may not be offered or sold in Australia, Canada, Japan, New
Zealand or South Africa or to, or for the account or benefit of, any national,
resident or citizen of Australia, Canada, Japan, New Zealand or South Africa.
The offer and sale of the securities referred to herein has not been and will
not be registered under the US Securities Act of 1933, as amended, or under the
applicable securities laws of Australia, Canada, Japan, New Zealand or South
Africa. The ability of persons not resident in the United Kingdom to participate
in the Open Offer may be affected by the laws of the relevant jurisdictions in
which they are resident or incorporated. Such persons should inform themselves
about and observe any applicable requirements in connection herewith.
The New Ordinary Shares have not been and will not be registered under the US
Securities Act 1933, as amended, or under the securities laws of any state or
other jurisdiction of the United States or under any securities laws of
Australia, Canada, Japan, New Zealand or South Africa or any other jurisdiction
where to do so would be unlawful and may not be offered, sold, taken up,
exercised, resold, renounced, transferred or delivered, directly or indirectly,
within the United States, or within any of Australia, Canada, Japan, New Zealand
or South Africa or any other jurisdiction where to do so would be unlawful.
There will be no public offer of the New Ordinary Shares in the United States.
The distribution of this announcement and the offering of the New Ordinary
Shares in jurisdictions other than the United Kingdom may be restricted by law.
No action has been taken by the Company or Singer Capital Markets that would
permit an offering of such shares or possession or distribution of this
announcement or any other offering or publicity material relating to such shares
in any jurisdiction where action for that purpose is required. Persons into
whose possession this announcement comes are required by the Company and Singer
Capital Markets to inform themselves about, and to observe, any such
restrictions. Any failure to comply with these restrictions may constitute a
violation of the securities laws of any such jurisdiction.
This announcement is for information only and does not constitute or form part
of any offer or invitation to issue, acquire or dispose of any securities or
investment advice in any jurisdiction.
No statement in this announcement is intended to be a profit forecast and no
statement in this announcement should be interpreted to mean that earnings per
share of Millwall for the current or future financial years would necessarily
match or exceed the historical published earnings per share of Millwall.
This announcement includes statements that are, or may be deemed to be, "forward
looking statements". These forward looking statements can be identified by the
use of forward looking terminology, including the terms "believes", "projects",
"estimates", "anticipates", "expects", "intends", "plans", "goal", "target",
"aim", "may", "will", "would", "could", "should" or "continue" or, in each case,
their negative or other variations or comparable terminology. These forward
looking statements include all matters that are not historical facts. They
appear in a number of places throughout this announcement and include statements
regarding the intentions, beliefs or current expectations of the Directors, the
Company or the Group concerning, among other things, the Company's financial
position and projections, business plan, financial model and future covenant
ratios and compliance, the results of operations, prospects, growth, strategies
and dividend policy of the Group and the industry in which it operates.
By their nature, forward looking statements involve risks and uncertainties
because they relate to events and depend on circumstances that may or may not
occur in the future and may be beyond the Company's ability to control or
predict. Forward looking statements are not guarantees of future performance.
The Company's actual financial performance, results of operations, dividend
policy and the development of the industry in which it operates may differ
materially from the impression created by the forward looking statements
contained in this announcement. In addition, even if the financial performance,
results of operations and dividend policy of the Company or the Group (as the
case may be), and the development of the industry in which it operates, are
consistent with the forward looking statements contained in this announcement,
those results or developments may not be indicative of results or developments
in subsequent periods. Important factors that could cause these differences
include, but are not limited to: the effect of the Open Offer on the Company;
the Company's ability to generate growth or profitable growth; the Company's
ability to generate sufficient cash over the longer term to service its debt;
the Company's ability to control its capital expenditure and other costs;
changes in the competitive framework in which the Company operates and its
ability to retain market share; industry trends; general local and global
economic, political, business and market conditions; significant changes in
exchange rates, interest rates and tax rates; significant technological and
market changes; future business combinations or dispositions; changes in
government and other regulation, including in relation to the environment,
health and safety and taxation; labour relations and work stoppages; and changes
in business strategy or development plans. More detailed information on the
potential factors which could affect the financial results of the Company is
contained in the Company's public filings and reports.
The forward looking statements contained in this announcement speak only as of
the date of this announcement. Other than in accordance with their legal or
regulatory obligations (including under the Listing Rules and/or the Prospectus
Rules and/or the Disclosure and Transparency Rules) and as required by the FSA,
the London Stock Exchange or the City Code, the Company does not undertake any
obligation to update or revise publicly any forward looking statement, whether
as a result of new information, future events or otherwise. All subsequent
written and oral forward looking statements attributable to the Company or the
Group or individuals acting on behalf of the Company or the Group are expressly
qualified in their entirety by this paragraph. Prospective investors should
specifically consider the factors identified in this announcement which could
cause actual results to differ before making an investment decision.
This announcement should not be considered a recommendation by the Company or
its Directors, officers, employees, advisers or any of its respective
affiliates, parent undertakings, subsidiary undertakings or subsidiaries of its
parent undertakings in relation to any subscription for the New Ordinary Shares.
Prices and volumes of, and income from, securities may go down as well as up
and an investor may not get back the amount invested. It should be noted that
past performance is no guide to future performance. You are advised to read this
announcement and, once available, the Prospectus and the information
incorporated by reference therein, in their entirety for a further discussion of
the factors that could affect the Group's future performance and the industry in
which it operates. Persons needing advice should consult an independent
financial adviser.
DEFINITIONS
The following definitions apply throughout this announcement unless the context
requires otherwise:
+------------------------------+------------------------------+
| "15% CHV Unsecured Debt" | the unsecured debt |
| | (excluding interest accrued |
| | but unpaid thereon and any |
| | PIK Notes issued by the |
| | Company to CHV in lieu of an |
| | interest payment) comprising |
| | Facility B as defined in the |
| | Unsecured Facility Agreement |
| | and carrying interest at an |
| | annual |
| | rate of 15 per cent. owed |
| | and owing by the Company to |
| | CHV pursuant to the |
| | Unsecured Facility Agreement |
| | |
+------------------------------+------------------------------+
| "17% CHV Unsecured Debt" | the unsecured debt |
| | (excluding interest accrued |
| | but unpaid thereon and any |
| | PIK Notes issued by the |
| | Company to CHV in lieu of an |
| | interest payment) comprising |
| | Facility A as defined in the |
| | Unsecured Facility Agreement |
| | and carrying interest at an |
| | annual |
| | rate of 17 per cent. owed |
| | and owing by the Company to |
| | CHV pursuant to the |
| | Unsecured Facility Agreement |
| | |
+------------------------------+------------------------------+
| "Admission" | the admission of the New |
| | Ordinary Shares to trading |
| | on AIM becoming effective in |
| | accordance with the AIM |
| | Rules |
| | |
+------------------------------+------------------------------+
| "Applicant" | a Qualifying Shareholder or |
| | person entitled by virtue of |
| | a bona fide market claim who |
| | lodges an Application Form |
| | or relevant CREST |
| | instruction under the Open |
| | Offer |
| | |
+------------------------------+------------------------------+
| "Board" or "Directors" | the directors of the Company |
| | as at the date of this |
| | announcement |
| | |
+------------------------------+------------------------------+
| "Cancellation" | the cancellation in |
| | consideration of the issue |
| | of New Ordinary Shares |
| | pursuant to the Open Offer |
| | or the provisions of the |
| | Underwriting Agreement |
| | |
+------------------------------+------------------------------+
| "CHV" | Chestnut Hill Ventures LLC |
| | |
+------------------------------+------------------------------+
| "CHV Loans" | the CHV Secured Debt, the |
| | 15% CHV Debt and the 17% CHV |
| | Debt |
| | |
+------------------------------+------------------------------+
| "CHV Secured Debt" | the secured debt (excluding |
| | interest accrued but unpaid |
| | thereon and any PIK Notes |
| | issued by the Company to CHV |
| | in lieu of an interest |
| | payment) owed and owing by |
| | the Company to CHV pursuant |
| | to the secured facility |
| | agreement originally entered |
| | into on 1 March 2007 between |
| | the Company, the Club and |
| | CHV (as amended and |
| | restated) |
| | |
+------------------------------+------------------------------+
| "City Code" | the City Code on Takeovers |
| | and Mergers |
| | |
+------------------------------+------------------------------+
| "Club" | The Millwall Football and |
| | Athletic Company (1985) plc |
| | |
+------------------------------+------------------------------+
| "Company" or "Millwall" | Millwall Holdings plc, a |
| | company incorporated in |
| | England and Wales under |
| | company number 2355508 |
| | |
+------------------------------+------------------------------+
| "Directors Loan Notes" | the unsecured loan notes in |
| | the principal amount of |
| | GBP599,994 including |
| | interest accrued but unpaid |
| | thereon and such part of the |
| | PIK Notes issued pursuant to |
| | such loan notes and |
| | subscribed for by certain |
| | Directors and their |
| | associates and associated |
| | companies as are necessary |
| | to pay up the number of New |
| | Ordinary Shares subscribed |
| | for |
| | |
+------------------------------+------------------------------+
| "Enlarged Issued Share | the issued ordinary share |
| Capital" | capital of the Company |
| | immediately following the |
| | issue of all of the New |
| | Ordinary Shares |
| | |
+------------------------------+------------------------------+
| "Existing Ordinary Shares" | the 376,610 Ordinary Shares |
| | in issue at the date of this |
| | announcement |
| | |
+------------------------------+------------------------------+
| "Extraordinary General | the extraordinary general |
| Meeting" | meeting of the Company |
| | convened by the notice at |
| | the end of the Prospectus |
| | and any adjournment thereof |
| | |
+------------------------------+------------------------------+
| "Fully Diluted Share | the issued ordinary share |
| Capital" | capital of the Company |
| | immediately following the |
| | issue of the New Ordinary |
| | Shares on the assumption |
| | that the underwriting |
| | commitment of CHV and the |
| | Co-Underwriters pursuant to |
| | the Underwriting Agreement |
| | is fully utilised and |
| | following the conversion by |
| | CHV of that part of the CHV |
| | Secured Debt that is |
| | convertible into Ordinary |
| | Shares and that part of the |
| | interest accrued thereon as |
| | is convertible and the |
| | exercise in full of all of |
| | the warrants held by CHV and |
| | assuming that no other |
| | person |
| | converts any convertible |
| | securities or exercises any |
| | options or other rights to |
| | subscribe for shares in the |
| | Company |
| | |
+------------------------------+------------------------------+
| "Group" | the Company and its |
| | subsidiary undertakings as |
| | at the date of this |
| | announcement |
| | |
+------------------------------+------------------------------+
| "Independent Shareholders" | the Shareholders save for |
| | CHV which is not independent |
| | for the purposes of the City |
| | Code and any person with |
| | whom CHV is acting in |
| | concert for the purposes of |
| | Rule 9 of the City Code |
| | |
+------------------------------+------------------------------+
| "Issue Price" | GBP10 per New Ordinary Share |
| | |
+------------------------------+------------------------------+
| "Loan Notes" | the Directors Loan Notes and |
| | the NFL Loan Notes |
| | |
+------------------------------+------------------------------+
| "Minimum Amount" | GBP2,150,000 |
| | |
+------------------------------+------------------------------+
| "New Ordinary Shares" | up to 1,129,830 new Ordinary |
| | Shares to be issued pursuant |
| | to the Open Offer |
| | |
+------------------------------+------------------------------+
| "NFL Loan Notes" | the secured convertible loan |
| | notes in the principal |
| | amount of up to GBP1,500,000 |
| | subscribed for by the NFL |
| | Noteholders including |
| | interest accrued but unpaid |
| | thereon and such part of the |
| | PIK Notes issued pursuant to |
| | such loan notes as are |
| | necessary to pay up the |
| | number of New Ordinary |
| | Shares subscribed for |
| | |
+------------------------------+------------------------------+
| "NFL Noteholders" | the holders of NFL Loan |
| | Notes in the principal |
| | amount of an aggregate of |
| | GBP1,151,417.80 |
| | |
+------------------------------+------------------------------+
| "Open Offer" | the conditional offer made |
| | by SCM inviting Qualifying |
| | Shareholders to subscribe |
| | for the New Ordinary Shares |
| | at the Issue Price on the |
| | terms and subject to the |
| | conditions set out or |
| | referred to in the |
| | Prospectus |
| | |
+------------------------------+------------------------------+
| "Open Offer Entitlement(s)" | entitlements allocated to |
| | Qualifying Shareholders to |
| | apply to subscribe for New |
| | Ordinary Offer Shares under |
| | the Open Offer |
| | |
+------------------------------+------------------------------+
| "Ordinary Shares" | ordinary shares of GBP10 |
| | each in the capital of the |
| | Company |
| | |
+------------------------------+------------------------------+
| "Panel" | the Panel on Takeovers and |
| | Mergers |
| | |
+------------------------------+------------------------------+
| "PIK Notes" | payment-in-kind notes issued |
| | in lieu of interest pursuant |
| | to a debt facility and |
| | treated as part of the |
| | principal of such debt on |
| | the |
| | same terms and conditions as |
| | apply to such debt |
| | |
+------------------------------+------------------------------+
| "Prospectus" | Document expected to be sent |
| | to Shareholders on 17 |
| | November 2010 incorporating |
| | a notice of general meeting |
| | |
+------------------------------+------------------------------+
| "Qualifying Shareholder" | holders of Ordinary Shares |
| | on the register of members |
| | of the Company on the Record |
| | Date |
| | |
+------------------------------+------------------------------+
| "Record Date" | the close of business on 16 |
| | November 2010 |
| | |
+------------------------------+------------------------------+
| "Resolution" | the resolutions to be |
| | proposed at the |
| | Extraordinary General |
| | Meeting as set out in the |
| | notice of EGM at the end of |
| | the Prospectus |
| | |
+------------------------------+------------------------------+
| "Restricted Jurisdiction" | the United States, Canada, |
| | Japan, and the Republic of |
| | South Africa and any other |
| | jurisdiction where the |
| | extension or availability of |
| | the Open Offer (and/or any |
| | transaction |
| | contemplated thereby) would |
| | breach any applicable law |
| | |
+------------------------------+------------------------------+
| "Rule 9 Offer" | Under Rule 9 of the City |
| | Code, any person who |
| | acquires, whether by way of |
| | a series of transactions |
| | over a period of time or |
| | not, an interest (as defined |
| | in the City 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 City Code, is |
| | normally required by the |
| | Panel to make a general |
| | offer to all the other |
| | shareholders of that company |
| | to acquire their shares |
| | |
+------------------------------+------------------------------+
| "SCM" | Singer Capital Markets |
| | Limited |
| | |
+------------------------------+------------------------------+
| "Shareholder" | a holder of Ordinary Shares |
| | |
+------------------------------+------------------------------+
| "UK Listing Authority" | the FSA acting in its |
| | capacity as the competent |
| | authority for the purposes |
| | of Part VI of FSMA |
| | |
+------------------------------+------------------------------+
| "Underwriting Agreement" | the agreement dated 17 |
| | November 2010 between the |
| | Company and CHV and the |
| | Co-Underwriters, whereby CHV |
| | and the Co-Underwriters have |
| | agreed to underwrite up to a |
| | maximum of GBP6,539,230 of |
| | the Open Offer |
| | |
+------------------------------+------------------------------+
| "Whitewash Resolution" | in circumstances where a |
| | Shareholder is obliged to |
| | make a Rule 9 Offer, an |
| | ordinary resolution on a |
| | poll of the Shareholders of |
| | the |
| | company who are independent |
| | of the person who would |
| | otherwise be required to |
| | make a Rule 9 Offer at a |
| | general meeting approving |
| | a waiver of the requirement |
| | for a Rule 9 Offer to be |
| | made |
| | |
+------------------------------+------------------------------+
The terms defined above shall have the same meaning as to those same terms
included in the Prospectus. Words importing the singular shall include the
plural and vice versa, and words importing the masculine gender shall include
the feminine or neutral gender.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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