[OLD THREAD] Takeover finalised (Press Conf 2pm)

[kurtangle01]

SSN say that the deal is done and there will be a P.C. at 2.00pm.

[captainfog]

we are now "considerably richer than yaouw !!"

than who?

We are not as rich as Chelsea, Manure or even Villa.

Sorry, still sceptical about this deal

[DeeGame]

O say, can you see, by the dawn's early light,
What so proudly we hail'd at the twilight's last gleaming?
Whose broad stripes and bright stars, thro' the perilous fight,
O'er the ramparts we watch'd, were so gallantly streaming?
And the rockets' red glare, the bombs bursting in air,
Gave proof thro' the night that our flag was still there.
O say, does that star-spangled banner yet wave
O'er the land of the free and the home of the brave?

On the shore dimly seen thro' the mists of the deep,
Where the foe's haughty holt in dread silence reposes,
What is that which the breeze, o'er the towering steep,
As it fitfully blows, half conceals, half discloses?
Now it catches the gleam of the morning's first beam,
In full glory reflected, now shines on the stream:
'Tis the star-spangled banner: O, long may it wave
O'er the land of the free and the home of the brave!

And where is that band who so vauntingly swore
That the havoc of war and the battle's confusion,
A home and a countrv should leave us no more?
Their blood has wash'd out their foul footsteps' pollution.
No refuge could save the hireling and slave
From the terror of flight or the gloom of the grave:
And the star-spangled banner in triumph doth wave
O'er the land of the free and the home of the brave.

O thus be it ever when free-men shall stand
Between their lov'd home and the war's desolation;
Blest with vict'ry and peace, may the heav'n-rescued land
Praise the Pow'r that hath made and preserv'd us a nation!
Then conquer we must, when our cause it is just,
And this be our motto: "In God is our trust!"
And the star-spangled banner in triumph shall wave
O'er the land of the free und the home of the brave!



God bless America

[steveheighwayrobbery]

SSN reports newsconference at 2.00pm

Oh and I'm hungover

[Red Chilli]

It'll be late, and I'm not hungover

[Hansi]

From London Stock Exchange

Regulatory Announcement

Go to market news section

Company Kop Football Limited
TIDM
Headline Recommended Cash Offer
Released 12:23 06-Feb-07
Number 7923Q



6 February 2007





Recommended Cash Offer

by

Kop Football Limited (“Kop”)

For

The Liverpool Football Club And Athletic Grounds Plc

(“Liverpool”)







Summary and Highlights



The Boards of Kop and Liverpool are pleased to announce that they have agreed the terms of a recommended cash offer to be made by Kop to acquire the entire issued share capital of Liverpool.



The Offer is £5,000 in cash for each Liverpool Share, valuing the issued share capital of Liverpool at approximately £174.1 million. Together with the £44.8 million of net debt in the Club as at 31 December 2006, this represents an enterprise value for Liverpool of £218.9 million.



Kop is an English private limited company, which has been incorporated for the specific purpose of making the Offer and which is ultimately jointly controlled by Mr. George Gillett Jnr. and Mr. Thomas O. Hicks.



The Board of Liverpool, which has been so advised by PricewaterhouseCoopers and PKF, considers the terms of the Offer to be fair and reasonable. PKF is acting as the independent financial adviser to Liverpool in relation to Rule 3 of the Code. PricewaterhouseCoopers is acting as financial adviser to Liverpool.



The Board of Liverpool unanimously recommends that Liverpool Shareholders accept the Offer. In considering the reasonableness of the Offer, the Liverpool Board has taken the following considerations into account:



Ÿ Kop has indicated its intention to build, as soon as reasonably practicable, the proposed new 60,000 seat stadium at Stanley Park for which the Club has already received planning permission and to facilitate the financing of its construction;



Ÿ Kop has indicated that it is committed to an annual budget for player transfers and is able to supplement this should Liverpool’s management and Kop agree additional funds are required; and



Ÿ Kop is supportive of both the current executives and the football team management at Liverpool to provide stability to the Club.



All of the Liverpool Directors have irrevocably undertaken to accept the Offer in respect of their own beneficial shareholdings of Liverpool Shares. These holdings amount, in aggregate, to 18,187 Liverpool Shares, representing approximately 52.2 per cent. of the existing issued share capital of Liverpool. In respect of the undertakings given by the Liverpool Directors, these undertakings remain binding even if a higher competing offer is made for Liverpool and will only cease to be binding if the Offer lapses or is withdrawn.



In addition, Kop has received an irrevocable undertaking to accept the Offer from ITV Productions Limited in respect of a further 3,482 Liverpool Shares, representing approximately 10.0 per cent. of the existing issued share capital of Liverpool, and this undertaking will cease to be binding if a competing offer is made or announced on or before the fifth Business Day after posting of the Offer Document for Liverpool at or above £5,500 for each Liverpool Share in cash and/or securities, or if the Offer lapses or is withdrawn.



In aggregate, therefore, Kop has received irrevocable undertakings to accept the Offer in respect of 21,669 Liverpool Shares, representing approximately 62.2 per cent. of the existing issued share capital of Liverpool.



To uphold the traditions of Liverpool, the Board of Kop has undertaken to continue the existing informal shareholder ticketing arrangements such that, subject to the Offer becoming or being declared unconditional in all respects, Liverpool Shareholders who validly accept the Offer in respect of the Liverpool shares which they held as at the Priority Tickets Relevant Time, will receive lifetime priority ticket purchasing rights, giving them priority rights to purchase tickets for home cup matches, cup finals and a season ticket for the new stadium (for those who are not already season ticket holders).



Commenting on the Offer, George Gillett Jnr. and Thomas O. Hicks said:



“Liverpool is a fantastic club with a remarkable history and a passionate fanbase. We fully acknowledge and appreciate the unique heritage and rich history of Liverpool and intend to respect this heritage in the future. The Hicks family and the Gillett family are extremely excited about continuing the Club’s legacy and tradition.”



David Moores, Chairman of Liverpool, said:



“I believe this is a great step forward for Liverpool, its shareholders and its fans. This Club is my passion and forms a huge part of my life. After much careful consideration, I have agreed to sell my shares to assist in securing the investment needed for the new stadium and for the playing squad. I urge all my fellow shareholders to do the same and to support the offer. By doing so, I believe you will be backing the successful future of Liverpool Football Club. I am also delighted to accept the offer from the Hicks and Gillett families to continue my involvement in the Club by becoming Honorary Life President.”



This summary should be read in conjunction with the full text of the following announcement and the Appendices.



Appendix 1 sets out the conditions and principal further terms of the Offer. Appendix 2 contains source notes relating to certain information contained in this announcement. Appendix 3 contains details of the irrevocable undertakings received in relation to the Offer. Certain terms used in this announcement are defined in Appendix 4 to this announcement.



Enquiries:



Rothschild (Financial Adviser to Kop)

Majid Ishaq


+44 (0) 207 280 5000

Inner Circle Sports (US Financial Adviser to Kop)

Robert Tilliss


+1 212 370 4400

Allen & Overy LLP (Legal Adviser to Kop)

Andrew Ballheimer

Gareth Price

Ed Barnett


+44 (0) 203 088 0000

Financial Dynamics (PR Adviser to Kop)

Jonathon Brill

Mark Thompson


+44 (0) 207 831 3113

PricewaterhouseCoopers (Financial Adviser to Liverpool)

Colin Gillespie

Richard Pulford


+44 (0) 161 245 2461

DLA Piper UK LLP (Legal Adviser to Liverpool)

Michael Prince


+44 (0) 870 111 111

Vero Communications (PR Adviser to Liverpool)

Mike Lee OBE


+44 (0) 207 554 1122


Rothschild, which is authorised and regulated in the United Kingdom by the Financial Services Authority, is acting for Kop in connection with the Offer and no one else and will not be responsible to anyone other than Kop for providing the protections afforded to clients of Rothschild nor for providing advice in relation to the Offer or any matter referred to herein.



Inner Circle Sports, which is authorised by NASD in the United States of America as a broker dealer is acting for Kop in connection with the Offer and no one else and will not be responsible to anyone other than Kop for providing the protections afforded to clients of Inner Circle Sports nor for providing advice in relation to the Offer or any matter herein.



PricewaterhouseCoopers, which is authorised and regulated in the United Kingdom by the Financial Services Authority, is acting for Liverpool in connection with the Offer and no one else and will not be responsible to anyone other than Liverpool for providing the protections afforded to clients of PricewaterhouseCoopers nor for providing advice in relation to the Offer or any matter referred to herein.



PKF, which is authorised and regulated in the United Kingdom by the Financial Services Authority, is acting exclusively for Liverpool and no one else in connection with the Offer and will not be responsible to anyone other than Liverpool for providing the protections afforded to clients of PKF nor for providing advice in relation to the Offer, the content of this announcement or any other matter referred to herein.



This announcement is not intended to and does not constitute or form any part of, an offer to sell or an invitation to purchase or the solicitation of an offer to subscribe for any securities or the solicitation of any vote or approval in any jurisdiction pursuant to the Offer or otherwise. The Offer is being made solely through the Offer Document and the Form of Acceptance, which will together contain the full terms and conditions of the Offer, including details of how to accept the Offer. Any acceptance or other response to the Offer should be made only on the basis of the information contained in the Offer Document and the Form of Acceptance.



The distribution of this announcement in jurisdictions other than the UK may be restricted by law and therefore any persons who are subject to the laws of any jurisdiction other than the UK should inform themselves about, and observe, any applicable requirements. This announcement has been prepared for the purpose of complying with English law and the Code and the information disclosed may not be the same as that which would have been disclosed if this announcement had been prepared in accordance with the laws of jurisdictions outside England.



This announcement, including information included or incorporated by reference in this announcement, may contain “forward-looking statements” concerning Kop and Liverpool. Generally, the words “will”, “may”, “should”, “continue”, “believes”, “expects”, “intends”, “anticipates” or similar expressions identify forward-looking statements. The forward-looking statements involve risks and uncertainties that could cause actual results to differ materially from those expressed in the forward-looking statements. Many of these risks and uncertainties relate to factors that are beyond the companies’ abilities to control or estimate precisely, such as future market conditions and behaviours of other market participants, and therefore undue reliance should not be placed on such statements. Kop and Liverpool assume no obligation and do not intend to update these forward-looking statements, except as required pursuant to applicable law.



Dealing disclosure requirements



Under the provisions of Rule 8.3 of the Code, if any person is, or becomes, ‘interested’ (directly or indirectly) in 1 per cent. or more of any class of ‘relevant securities’ of Liverpool, all ‘dealings’ in any ‘relevant securities’ of that company (including by means of an option in respect of, or a derivative referenced to, any such ‘relevant securities’) must be publicly disclosed by no later than 3.30 p.m. (London time) on the London business day following the date of the relevant transaction. This requirement will continue until the date on which the Offer becomes, or is declared, unconditional as to acceptances, lapses or is otherwise withdrawn or on which the ‘Offer Period’ otherwise ends. If two or more persons act together pursuant to an agreement or understanding, whether formal or informal, to acquire an ‘interest’ in ‘relevant securities’ of Kop or of Liverpool, they will be deemed to be a single person for the purpose of Rule 8.3.



Under the provisions of Rule 8.1 of the Code, all ‘dealings’ in ‘relevant securities’ of Liverpool by Kop or Liverpool, or by any of their respective ‘associates’, must be disclosed by no later than 12.00 noon (London time) on the London business day following the date of the relevant transaction.



A disclosure table, giving details of the companies in whose ‘relevant securities’ ‘dealings’ should be disclosed, and the number of such securities in issue, can be found on the Panel’s website at www.thetakeoverpanel.org.uk.



‘Interests in securities’ arise, in summary, when a person has long economic exposure, whether conditional or absolute, to changes in the price of securities. In particular, a person will be treated as having an ‘interest’ by virtue of the ownership or control of securities, or by virtue of any option in respect of, or derivative referenced to, securities.



Terms in quotation marks are defined in the Code, which can also be found on the Panel’s website. If you are in any doubt as to whether or not you are required to disclose a ‘dealing’ under Rule 8, please contact an independent financial adviser authorised under the Financial Services and Markets Act 2000, consult the Panel’s website at www.thetakeoverpanel.org.uk or contact the Panel.







6 February 2007





Recommended Cash Offer

by

Kop Football Limited (“Kop”)

for

The Liverpool Football Club And Athletic Grounds Plc

(“Liverpool”)





1. Introduction



The Boards of Kop and Liverpool are pleased to announce that they have agreed the terms of a recommended cash offer to be made by Kop to acquire the entire issued share capital of Liverpool. Kop is an English private limited company which has been incorporated for the specific purpose of making the Offer and is ultimately jointly controlled by Mr. George Gillett Jnr. and Mr. Thomas O. Hicks.



The Offer is £5,000 in cash for each Liverpool Share. The Offer values Liverpool’s entire issued share capital at approximately £174.1 million. Together with the £44.8 million of net debt in the Club as at 31 December 2006, this represents an enterprise value for Liverpool of £218.9 million.



2. Summary of the Offer



Under the Offer, which will be subject to the conditions and further terms set out below and in Appendix 1 to this announcement and the full terms and conditions which will be set out in the Offer Document and the Form of Acceptance, Liverpool Shareholders will receive:



£5,000 in cash for each Liverpool Share



Liverpool Shares will be acquired fully paid with full title guarantee and free from all liens, charges, equitable interests, encumbrances, rights of pre-emption and any other third party rights and interests of any nature whatsoever and together with all rights now and hereafter attaching thereto including, without limitation, voting rights and the right to receive and retain in full all dividends and other distributions (if any) declared, made or paid after the date of this announcement.



3. Intentions for the Club



The Gillett and Hicks families are extremely enthusiastic about the possibility of continuing the legacy of such a prestigious and unique club. The families are ambitious and will strive to ensure that the Club is in the best position possible to achieve sustained, on-pitch success and long term stability. The families’ ownership of the Club will be a multi-generational family commitment to invest in and develop the Club and the families hope that ultimately and over time, the Gillett and Hicks names become as synonymous with the Club as the Moores’ name is today.



The families are well aware of the importance of investment in new players to achieve on-pitch success and as such are prepared to commit resources to make appropriate investment in the playing squad. The Gillett family’s investment in the Montreal Canadiens demonstrates its belief in investing in teams to generate success. The Gillett family has invested in the Canadiens playing squad to the maximum allowable level as permitted by the National Hockey League. Likewise, Thomas O. Hicks has demonstrated his commitment to winning through his ownership and continual investment in the playing squads of both the Dallas Stars and Texas Rangers.



The Gillett and Hicks families have a strong appreciation of the special tradition and heritage of the Club and will do everything in their power to uphold the cherished traditions and continue to enhance the reputation of the Club. Liverpool Football Club is a club of outstanding historical wealth and the Gillett and Hicks families hope that they can be a part of a successful future at the Club, together with the players, manager, coaches, staff members and, most importantly, the fans.



Kop understands that to ensure that the Club remains as one of the top clubs in the FA Premier League it needs to move to a new state of the art stadium with an increased capacity from its current home of Anfield. As such, the families have indicated their intention to take forward the Stanley Park development, for which planning permission has already been received, and intend to commence the process of building one of the leading stadia in Europe. Kop recognises the importance of a new stadium to the Club and its objective is to ensure that the Club has the appropriate resources and infrastructure for a football club with the history and stature in the world of football which Liverpool has and in order to continue to compete at the highest level of club football.



Contrary to misinformed press reports, at no time has Kop discussed the possibility of a shared stadium with any other football club, nor is there any intention to do so.



4. Formalising the priority ticket purchasing rights



The custom and practice of giving Liverpool Shareholders priority rights to purchase certain matchday tickets has never been formalised. The Boards of Liverpool and Kop both recognised that these privileges could be lost by Liverpool Shareholders on selling their Liverpool Shares under the Offer. Accordingly, the Board of Kop wishes to uphold this tradition in recognition of the loyal and valued support of the Liverpool Shareholders.



Kop will therefore undertake to ensure that these existing informal ticketing privileges will, subject to the Offer becoming or being declared unconditional in all respects, be formalised into lifetime priority ticket purchasing rights for Liverpool Shareholders who validly accept the Offer in respect of the Liverpool Shares which they held as at the Priority Tickets Relevant Time, giving them priority rights to purchase tickets for home cup matches, cup finals and a season ticket for the new stadium (for those who are not already season ticket holders).



Further details of these priority rights will be set out in the Offer Document.



5. Recommendation



The Liverpool Directors, who have been so advised by PricewaterhouseCoopers and PKF, consider the terms of the Offer to be fair and reasonable. PKF is acting as the independent financial adviser to Liverpool in relation to Rule 3 of the Code. PricewaterhouseCoopers is acting as financial adviser to Liverpool. However because PricewaterhouseCoopers has a business relationship with certain entities associated with Mr. George Gillett Jnr. and with Mr. Thomas O. Hicks, it is not, as a consequence, with respect to the Offer, an independent adviser for the purposes of the Code. In providing their advice, PricewaterhouseCoopers and PKF have taken into account the commercial assessments of the Liverpool Directors.



Accordingly, the Liverpool Directors unanimously recommend that Liverpool Shareholders accept the Offer, as the Liverpool Directors have irrevocably undertaken to do in respect of their own beneficial shareholdings which amount, in aggregate, to 18,187 Liverpool Shares, representing 52.2 per cent. of the existing issued share capital of Liverpool.



6. Irrevocable undertakings



Kop has received irrevocable undertakings to accept the Offer in respect of a total of 21,669 Liverpool Shares representing, in aggregate, approximately 62.2 per cent. of the existing issued share capital of Liverpool, comprised as follows:



(a) from David Moores, Chairman of Liverpool, in respect of his entire beneficial holding of 17,923 Liverpool Shares representing approximately 51.5 per cent. of the existing issued share capital of Liverpool;



(b) from Terence Smith in respect of his entire beneficial holding of 264 Liverpool Shares representing, in aggregate, approximately 0.8 per cent. of the existing issued share capital of Liverpool; and



(c) from ITV Productions Limited in respect of its entire holding of 3,482 Liverpool Shares, representing approximately 10.0 per cent. of the existing issued share capital of Liverpool.



In respect of the undertakings given by the Liverpool Directors, these undertakings will cease to be binding only if the Offer lapses or is withdrawn and remain binding in the event that a higher competing offer for Liverpool is made.



In respect of the undertaking given by ITV Productions Limited, this undertaking will cease to be binding if a competing offer is made or announced on or before the fifth Business Day after posting of the Offer Document for Liverpool at or above £5,500 for each Liverpool Share in cash and/or in securities, or if the Offer lapses or is withdrawn.



Further details of these irrevocable undertakings are set out in Appendix 3.



7. Background to and reasons for the Offer



Despite its strong track record, over recent years the Club’s Board has actively sought new investment to enable the Club to continue to compete at the highest level, as well as to realise the Club’s ambitions of moving to a new stadium located at Stanley Park. As a pre-requisite to any investment, the Board required that any new investor appreciated both the need for continued player funding and to facilitate the building of the new stadium at Stanley Park. It was equally important to the Board of Liverpool that any new investor understood and appreciated Liverpool’s unique heritage and tradition built up over so many years.



As part of the process of securing new investment in the Club, on 4 December 2006, Liverpool confirmed that it had entered into a period of exclusive negotiations with Dubai International Capital (‘DIC’) about a possible investment in the Club. Prior to this time, George Gillett Jnr. and his advisers had been in discussions with the Liverpool board regarding a possible offer for the Club.



Once the exclusivity period with DIC had ended without resolution, and following a new proposal being received by the Club from George Gillett Jnr. and Thomas O. Hicks, discussions were held between George Gillett Jnr., Thomas O. Hicks and Liverpool with a view to consummating a transaction, which would be in the best interests of the Liverpool Shareholders and be the best transaction for the future stability and success of the Club.



These discussions have resulted in the Offer by Kop. The Board of Liverpool believes that the Offer is fair and reasonable and has received assurances that Kop has access to the finance that is required to realise the Club’s immediate ambitions and that Kop at the same time truly recognises and appreciates Liverpool’s unique history and tradition. Kop shares the wishes and ambitions of the fans for the Club to be playing top quality football in a new stadium, which it believes will take Liverpool to a new level of success in the Barclays Premiership and Europe. It is also recognised that the new stadium is a catalyst for the regeneration of the local area furthering the Club’s involvement with the local community in and around Anfield.



Kop is fully aware of the current requirements of Liverpool and accordingly, Kop:



Ÿ intends to build, as soon as reasonably practicable, the proposed new 60,000 seat stadium at Stanley Park for which the Club has already received planning permission and to facilitate the financing of its construction;



Ÿ is committed to an annual budget for player transfers and is able to supplement this should Liverpool’s management and Kop agree additional funds are required; and



Ÿ is supportive of both the current executives and football team management at Liverpool to provide stability to the Club.



Further information with respect to the longer term strategy of the Club and the effect on employee arrangements can be found in paragraph 11 below.



8. Information relating to Kop, George Gillett Jnr. and Thomas O. Hicks



Kop, a private limited company incorporated in England and Wales, was formed on 18 December 2006, exclusively for the purpose of making the Offer. The company number is 6032198. Since its incorporation, Kop has not traded.



The current directors of Kop are George Gillett Jnr., Foster Gillett, Thomas O. Hicks and Thomas O. Hicks Jnr.



George N. Gillett Jnr., 68, is an experienced operator in the sports sector. He was business manager and a partner in the Miami Dolphins in the late 1960s and owner of the Harlem Globetrotters in the 1970s. He and his family are the current majority owners of the Montreal Canadiens, the oldest and one of the most successful ice hockey franchises in the NHL. The Canadiens have won the Stanley Cup Championship 24 times. Although he continues to have a portfolio of investments, George Gillett Jnr. spends a significant amount of time with the Montreal Canadiens. His son, Foster Gillett, is the managing partner.



The Gillett family intend to be long-term owners of the Montreal Canadiens, where they have invested heavily in the club to the benefit of the team and the local area. Under the Gillett ownership, the Canadiens have made the play-offs in three out of the last four seasons. The family is committed to sporting success, be it on the ice-hockey rink or on the football pitch. Their objective in sport is to attain the number one position; ultimately winning trophies is their goal. The family’s involvement in sports team ownership has demonstrated this commitment to building a successful team and to winning whilst at the same time working to enhance the local community.



Thomas O. Hicks, 60, is also an experienced operator in the sports business sector. The Hicks family’s interests, amongst others, include ownership of the Stanley Cup-winning NHL team, the Dallas Stars, and Major League Baseball’s Texas Rangers as well as Hicks Holdings LLC, a holding company of substantial interests in sports, real estate, oil/gas and other assets and investments. Under Hicks’ ownership, the Dallas Stars have won seven division titles, two Western conference championships, two President’s Trophies and a Stanley Cup Championship. In 1998 and 1999 the Texas Rangers won the American League West. Mr. Hicks also co-founded and was for many years the Chairman of the leading private equity firm Hicks, Muse, Tate and Furst.



9. Information relating to Liverpool



Liverpool is one of the leading football clubs in the world with an international reputation and a broad fan base which embodies the passion and excitement of the world’s most popular sport. Historically the most successful football club in England, the Club has had significant success in both English and European football. The Club has won the European Cup five times, most recently in 2005, the European Super Cup three times, and the UEFA Cup three times. Domestically, the Club has been the champions of the Football League eighteen times (more than any other club), won the FA Cup seven times, most recently in 2006, and has won the League Cup (currently named the Carling Cup) seven times. Most of these were won during a period of unprecedented and unrivalled success in the 1970s and 1980s which have created a high profile and worldwide support for Liverpool.



Currently, the team is one of the best teams in the Barclays Premiership, having consistently finished in the top five in recent years and having won the UEFA Champions League in May 2005.



Liverpool had a successful season in 2005/2006 having achieved third place in the Barclays Premiership (which guaranteed entry to the qualifying round of this season’s UEFA Champions League) and having won the FA Cup which further raised its profile following Liverpool’s 2005 UEFA Champions League victory.



Liverpool also operates a successful and well respected academy, which has produced a significant number of first team players. Last season, Liverpool won the FA Youth Cup for only the second time in its history.



10. Financing of the Offer



The cash consideration payable under the Offer will be funded from facilities made available to Kop, which are personally guaranteed by the Gillett and Hicks families. Rothschild, financial adviser to Kop, is satisfied that sufficient resources are available to Kop to satisfy in full the cash consideration payable to Liverpool Shareholders under the terms of the Offer.



Further details of the financing will be sent out in the Offer Document.



11. Management and employees



Following the Offer becoming or being declared unconditional in all respects Kop will work with the executive management team of Liverpool and expects that Rick Parry and the other existing members of senior management will continue to run the ongoing business of Liverpool. Following the Offer becoming or being declared unconditional in all respects, David Moores has confirmed he will accept the position of Honorary Life President.



It is expected that, upon the Offer becoming or being declared wholly unconditional in all respects, the Chairman and all other current non-executives of Liverpool will resign from the Board and, in accordance with Liverpool’s traditions, all non-executive directors other than David Moores, will be offered roles as Honorary Life Vice Presidents of the Club.



Upon the Offer becoming or being declared wholly unconditional in all respects, George Gillett Jnr. and Thomas O. Hicks will be appointed as Co-Chairmen of the Board of Liverpool and Foster Gillett and Thomas O. Hicks Jnr. will be appointed as directors to the Board of Liverpool.



The Board of Kop has given assurances to the Liverpool Directors that, on the Offer becoming or being declared unconditional in all respects, the existing employment rights of all management and employees of the Liverpool Group will be honoured and pensions obligations complied with.



Kop does not have any current plans which would impact the current arrangements with employees. Upon the Offer becoming or being declared wholly unconditional in all respects, there will be a full strategic review before there is any substantive change in Club strategy.



The Board of Liverpool has no reason to believe that Kop’s intentions would prejudice its employees and is comforted that Kop does not have any current plans to alter existing arrangements with employees.



12. Compulsory acquisition and re-registration



In the event that Kop receives acceptances under the Offer in respect of, and/or otherwise acquires, 90 per cent. or more by nominal value and voting rights of the Liverpool Shares to which the Offer relates, Kop intends to exercise its rights pursuant to the provisions of the Companies Act to acquire compulsorily the remaining Liverpool Shares.



It is further proposed that, following the Offer becoming unconditional in all respects Kop will seek to re-register Liverpool as a private limited company.



Once the Offer is declared unconditional in all respects, Liverpool will not support a secondary market in Liverpool Shares, which means that this coupled with Liverpool becoming a private company will make it extremely difficult for Liverpool Shareholders to sell their Liverpool Shares other than to Kop. Kop will have no obligation to purchase any Liverpool Shares once the Offer has been closed.



It is unlikely that Liverpool Shareholders who do not accept the Offer will receive dividend payments in respect of their Liverpool Shares in the future.



13. Disclosure of interests in Liverpool Shares



As at the date of this announcement, neither Kop nor, so far as the Directors of Kop are aware, any person acting in concert with it, has any interest in or right to subscribe for any relevant securities of Liverpool nor are they party to any short positions (whether conditional or absolute and whether in the money or otherwise) relating to relevant securities of Liverpool, including any short positions under derivatives, agreements to sell or any delivery obligations or rights to require another person to take delivery. Neither Kop nor the directors of Kop nor, so far as Kop is aware, any person acting in concert with Kop, has borrowed or lent any relevant securities of Liverpool.



14. General



Your attention is drawn to the further information contained in the Appendices which form part of this announcement.



The full text of the conditions and further terms of the Offer set out in Appendix 1 to this announcement form part of, and should be read in conjunction with, this announcement.



Appendix 2 to this announcement provides details of additional information regarding the Offer, including the basis of calculations and sources of certain information included in this announcement.



Appendix 3 to this announcement contains details of the irrevocable undertakings received in relation to the Offer.



Appendix 4 to this announcement contains definitions of certain terms used in this announcement.



The Offer documentation setting out in full the terms and conditions of the Offer will be posted to Liverpool Shareholders not later than 28 days after the date of this announcement unless otherwise agreed with the Panel.



Enquiries:



Rothschild (Financial Adviser to Kop)

Majid Ishaq


+44 (0) 207 280 5000

Inner Circle Sports (US Financial Adviser to Kop)

Robert Tilliss


+1 212 370 4400

Allen & Overy LLP (Legal Adviser to Kop)

Andrew Ballheimer

Gareth Price

Ed Barnett


+44 (0) 203 088 0000

Financial Dynamics (PR Adviser to Kop)

Jonathon Brill

Mark Thompson


+44 (0) 207 831 3113

PricewaterhouseCoopers (Financial Adviser to Liverpool)

Colin Gillespie

Richard Pulford


+44 (0) 161 245 2461

DLA Piper UK LLP (Legal Adviser to Liverpool)

Michael Prince


+44 (0) 870 111 111

Vero Communications (PR Adviser to Liverpool)

Mike Lee OBE


+44 (0) 207 554 1122


Rothschild, which is authorised and regulated in the United Kingdom by the Financial Services Authority is acting for Kop in connection with the Offer and no one else and will not be responsible to anyone other than Kop for providing the protections afforded to clients of Rothschild nor for providing advice in relation to the Offer or any matter referred to herein.



Inner Circle Sports, which is authorised by NASD in the United States of America as a broker dealer is acting for Kop in connection with the Offer and no one else and will not be responsible to anyone other than Kop for providing the protections afforded to clients of Inner Circle Sports nor for providing advice in relation to the Offer or any matter herein.



PricewaterhouseCoopers, which is authorised and regulated in the United Kingdom by the Financial Services Authority, is acting for Liverpool in connection with the Offer and no one else and will not be responsible to anyone other than Liverpool for providing the protections afforded to clients of PricewaterhouseCoopers nor for providing advice in relation to the Offer or any matter referred to herein.



PKF, which is authorised and regulated in the United Kingdom by the Financial Services Authority, is acting exclusively for Liverpool and no one else in connection with the Offer and will not be responsible to anyone other than Liverpool for providing the protections afforded to clients of PKF nor for providing advice in relation to the Offer, the content of this announcement or any other matter referred to herein.



This announcement is not intended to and does not constitute or form any part of, an offer to sell or an invitation to purchase or the solicitation of an offer to subscribe for any securities or the solicitation of any vote or approval in any jurisdiction pursuant to the Offer or otherwise. The Offer will be made solely through the Offer Document and the Form of Acceptance, which will together contain the full terms and conditions of the Offer, including details of how to accept the Offer. Any acceptance or other response to the Offer should be made only on the basis of the information contained in the Offer Document and the Form of Acceptance.



The distribution of this announcement in jurisdictions other than the UK may be restricted by law and therefore any persons who are subject to the laws of any jurisdiction other than the UK should inform themselves about, and observe, any applicable requirements. This announcement has been prepared for the purpose of complying with English law and the Code and the information disclosed may not be the same as that which would have been disclosed if this announcement had been prepared in accordance with the laws of jurisdictions outside England.



This announcement, including information included or incorporated by reference in this announcement, may contain “forward-looking statements” concerning Kop and Liverpool. Generally, the words “will”, “may”, “should”, “continue”, “believes”, “expects”, “intends”, “anticipates” or similar expressions identify forward-looking statements. The forward-looking statements involve risks and uncertainties that could cause actual results to differ materially from those expressed in the forward-looking statements. Many of these risks and uncertainties relate to factors that are beyond the companies’ abilities to control or estimate precisely, such as future market conditions and behaviours of other market participants, and therefore undue reliance should not be placed on such statements. Kop and Liverpool assume no obligation and do not intend to update these forward-looking statements, except as required pursuant to applicable law.



Dealing disclosure requirements



Under the provisions of Rule 8.3 of the Code, if any person is, or becomes, ‘interested’ (directly or indirectly) in 1 per cent. or more of any class of ‘relevant securities’ of Liverpool, all ‘dealings’ in any ‘relevant securities’ of that company (including by means of an option in respect of, or a derivative referenced to, any such ‘relevant securities’) must be publicly disclosed by no later than 3.30 p.m. (London time) on the London business day following the date of the relevant transaction. This requirement will continue until the date on which the Offer becomes, or is declared, unconditional as to acceptances, lapses or is otherwise withdrawn or on which the ‘Offer Period’ otherwise ends. If two or more persons act together pursuant to an agreement or understanding, whether formal or informal, to acquire an ‘interest’ in ‘relevant securities’ of Kop or of Liverpool, they will be deemed to be a single person for the purpose of Rule 8.3.



Under the provisions of Rule 8.1 of the Code, all ‘dealings’ in ‘relevant securities’ of Liverpool by Kop or Liverpool, or by any of their respective ‘associates’, must be disclosed by no later than 12.00 noon (London time) on the London business day following the date of the relevant transaction.



A disclosure table, giving details of the companies in whose ‘relevant securities’ ‘dealings’ should be disclosed, and the number of such securities in issue, can be found on the Panel’s website at www.thetakeoverpanel.org.uk.



‘Interests in securities’ arise, in summary, when a person has long economic exposure, whether conditional or absolute, to changes in the price of securities. In particular, a person will be treated as having an ‘interest’ by virtue of the ownership or control of securities, or by virtue of any option in respect of, or derivative referenced to, securities.



Terms in quotation marks are defined in the Code, which can also be found on the Panel’s website. If you are in any doubt as to whether or not you are required to disclose a ‘dealing’ under Rule 8, please contact an independent financial adviser authorised under the Financial Services and Markets Act 2000, consult the Panel’s website at www.thetakeoverpanel.org.uk or contact the Panel.







APPENDIX 1



CONDITIONS AND CERTAIN FURTHER TERMS OF THE OFFER



The Offer will comply with the applicable rules and regulations of the Code, will be governed by English law and will be subject to the jurisdiction of the courts of England. In addition it will be subject to the terms and conditions to be set out in the Offer Document and related Form of Acceptance.



Conditions of the Offer



The Offer will be subject to the following conditions:



(a) valid acceptances being received (and not, where permitted, withdrawn) by not later than 3.00 p.m. (London time) on the first closing date of the Offer (or such later time(s) and/or date(s) as Kop may, subject to the rules of the Code or with the consent of the Panel, decide) in respect of not less than 75 per cent. (or such lower percentage as Kop may decide) in nominal value of the Liverpool Shares to which the Offer relates and not less than 75 per cent. (or such lesser percentage as Kop may decide) of the voting rights carried by the Liverpool Shares to which the Offer relates, provided that this condition will not be satisfied unless Kop shall have acquired or agreed to acquire (whether pursuant to the Offer or otherwise) directly or indirectly Liverpool Shares carrying in aggregate more than 50 per cent. of the voting rights then normally exercisable at general meetings of Liverpool, including for this purpose (except to the extent otherwise agreed by the Panel) any such voting rights attaching to Liverpool Shares that are unconditionally allotted or issued before the Offer becomes or is declared unconditional as to acceptances, whether pursuant to the exercise of any outstanding subscription or conversion rights or otherwise.



For the purposes of this condition:



(i) Liverpool Shares which have been unconditionally allotted shall be deemed to carry the voting rights they will carry upon issue; and



(ii) the expression “Liverpool Shares to which the Offer relates” shall be construed in accordance with Schedule 2 to the Takeovers Directive Regulations;



(b) all Authorisations which are necessary in any relevant jurisdiction for or in respect of the Offer or the acquisition or proposed acquisition of any shares or other securities in, or control or management of, Liverpool or any other member of the Wider Liverpool Group by Kop or the carrying on by any member of the Wider Liverpool Group of its business having been obtained, in terms and in a form reasonably satisfactory to Kop, from all appropriate Third Parties or from any persons or bodies with whom any member of the Wider Liverpool Group has entered into contractual arrangements in each case where the absence of such Authorisation would have a material adverse effect on the Wider Liverpool Group taken as a whole and all such Authorisations remaining in full force and effect and there being no notice or intimation of any intention to revoke, suspend, restrict, modify or not to renew any of the same;



(c) no Third Party having intervened (as defined below) and there not continuing to be outstanding any statute, regulation or order of any Third Party in each case which would or might reasonably be expected, to an extent which is material to the Wider Liverpool Group taken as a whole, to:



(i) make the Offer, its implementation or the acquisition or proposed acquisition by Kop of any shares or other securities in, or control or management of, Liverpool or any member of the Wider Liverpool Group void, illegal or unenforceable in any jurisdiction, or otherwise directly or indirectly restrain, prevent, prohibit, restrict or delay the same or impose additional conditions or obligations with respect to the Offer or such acquisition, or otherwise impede, challenge or interfere with the Offer or such acquisition, or require amendment to the terms of the Offer or the acquisition or proposed acquisition of any Liverpool Shares or the acquisition of control or management of Liverpool or the Wider Liverpool Group by Kop;



(ii) limit or delay, or impose any limitations on, the ability of Kop or any member of the Wider Liverpool Group to acquire or to hold or to exercise effectively, directly or indirectly, all or any rights of ownership in respect of shares or other securities in, or to exercise voting or management control over, any member of the Wider Liverpool Group;



(iii) require, prevent or delay the divestiture by Kop of any shares or other securities in Liverpool;



(iv) require, prevent or delay the divestiture either by Kop or by any member of the Wider Liverpool Group of all or any portion of their respective businesses, assets or properties or limit the ability of any of them to conduct any of their respective businesses or to own or control any of their respective assets or properties or any part thereof;



(v) require Kop or any member of the Wider Liverpool Group to acquire, or to offer to acquire, any shares or other securities (or the equivalent) in any member of either the Kop Group or the Wider Liverpool Group owned by any third party;



(vi) limit the ability of Kop or any member of the Wider Liverpool Group to conduct or co-ordinate its business, or any part of it, with the businesses or any part of the businesses of any other member of the Wider Liverpool Group; or



(vii) otherwise materially and adversely affect any or all of the business, assets, profits, financial or trading position or prospects of any member of the Wider Liverpool Group;



(d) except as publicly disclosed in the annual report and accounts of Liverpool for the financial year ended 31 July 2006 or as publicly announced by Liverpool prior to the date of this announcement by the delivery of an announcement to a Regulatory Information Service or as fairly disclosed in writing prior to the date of this announcement to Kop by or on behalf of Liverpool, there being no provision of any arrangement, agreement, licence, permit, franchise or other instrument to which any member of the Wider Liverpool Group is a party, or by or to which any such member or any of its assets is or are or may be bound, entitled or subject or any circumstance, which, in each case as a consequence of the Offer or the acquisition or proposed acquisition of any shares or other securities in, or control of, Liverpool or any other member of the Wider Liverpool Group by Kop or otherwise, could or might reasonably be expected (to an extent which is material to the Wider Liverpool Group taken as a whole) to result in:



(i) any monies borrowed by or any other indebtedness or liabilities (actual or contingent) of, or any grant available to, any member of the Wider Liverpool Group being or becoming repayable or capable of being declared repayable immediately or prior to its stated repayment date or the ability of any member of the Wider Liverpool Group to borrow monies or incur any indebtedness being withdrawn or inhibited or becoming capable of being withdrawn;



(ii) the creation or enforcement of any mortgage, charge or other security interest over the whole or any part of the business, property, assets or interests of any member of the Wider Liverpool Group or any such mortgage, charge or other security interest (wherever created, arising or having arisen) becoming enforceable;



(iii) any such arrangement, agreement, licence, permit, franchise or instrument, or the rights, liabilities, obligations or interests of any member of the Wider Liverpool Group thereunder, being, or becoming capable of being, terminated or adversely modified or affected or any adverse action being taken or any obligation or liability arising thereunder;



(iv) any asset or interest of any member of the Wider Liverpool Group being or falling to be disposed of or ceasing to be available to any member of the Wider Liverpool Group or any right arising under which any such asset or interest could be required to be disposed of or could cease to be available to any member of the Wider Liverpool Group otherwise than in the ordinary course of business;



(v) the creation of any liabilities (actual or contingent) by any member of the Wider Liverpool Group other than in the ordinary course of business;



(vi) the rights, liabilities, obligations or interests of any member of the Wider Liverpool Group under any such arrangement, agreement, licence, permit, franchise or other instrument or the interests or business of any such member in or with any other person, firm, company or body (or any arrangement or arrangements relating to any such interests or business) being terminated or adversely modified or affected; or



(vii) the financial or trading position or the prospects or the value of any member of the Wider Liverpool Group being prejudiced or adversely affected; and



(viii) no event having occurred which, under any provision of any such arrangement, agreement, licence, permit or other instrument, would, or might reasonably be expected to, result in any of the events or circumstances which are referred to in paragraphs (d)(i) to (vii) of this condition (d);



(e) since 31 July 2006 and except as disclosed in Liverpool’s annual report and accounts for the year then ended or as otherwise publicly announced by Liverpool prior to the date of this announcement by the delivery of an announcement to a Regulatory Information Service or as otherwise disclosed prior to the date of this announcement to Kop by or on behalf of Liverpool, no member of the Wider Liverpool Group having (to an extent which is material to the Wider Liverpool Group taken as a whole):



(i) issued or agreed to issue, or authorised the issue of, additional shares of any class, or securities convertible into or exchangeable for, or rights, warrants or options to subscribe for or acquire, any such shares or convertible securities or transferred or sold any shares out of treasury, other than as between Liverpool and wholly-owned subsidiaries of Liverpool;



(ii) purchased or redeemed or repaid any of its own shares or other securities or reduced or made any other change to any part of its share capital;



(iii) recommended, declared, paid or made any dividend or other distribution whether payable in cash or otherwise or made any bonus issue (other than to Liverpool or a wholly-owned subsidiary of Liverpool);



(iv) except as between Liverpool and its wholly-owned subsidiaries or between such wholly-owned subsidiaries, made, committed to make authorised, proposed or announced any change in its loan capital;



(v) (other than any acquisition or disposal in the ordinary course of business or a transaction between Liverpool and a wholly-owned subsidiary of Liverpool or between such wholly-owned subsidiaries) merged with, demerged or acquired any body corporate, partnership or business or acquired or disposed of or transferred, mortgaged, charged or created any security interest over any assets or any right, title or interest in any assets (including shares in any undertaking and trade investments) or authorised the same;



(vi) issued, authorised or approved the issue of, or authorisation of or made any change in or to, any debentures;



(vii) entered into, varied, or authorised any agreement, transaction, arrangement or commitment (whether in respect of capital expenditure or otherwise) which:



(A) is of a long term, onerous or unusual nature or magnitude or which could involve an obligation of such nature or magnitude; or



(B) would or might reasonably be expected to materially restrict the business of any member of the Wider Liverpool Group; or



(C) is other than in the ordinary course of business;



(viii) entered into, implemented, effected or authorised any merger, demerger, reconstruction, amalgamation, scheme, commitment or other transaction or arrangement in respect of itself or another member of the Wider Liverpool Group otherwise than in the ordinary course of business;



(ix) entered into or varied the terms of, any contract, agreement or arrangement with any of the directors or senior executives of any member of the Wider Liverpool Group;



(x) taken any corporate action or had any legal proceedings instituted or threatened against it or petition presented or order made for its winding-up (voluntarily or otherwise), dissolution or reorganisation or for the appointment of a receiver, administrator, administrative receiver, trustee or similar officer of or over all or any part of its assets and revenues or any analogous proceedings in any jurisdiction or appointed any analogous person in any jurisdiction;



(xi) been unable, or admitted in writing that it is unable, to pay its debts or having stopped or suspended (or threatened to stop or suspend) payment of its debts generally or ceased or threatened to cease carrying on all or a substantial part of its business;



(xii) waived or compromised any claim, otherwise than in the ordinary course of business which is material in the context of the Wider Liverpool Group taken as a whole;



(xiii) made any alteration to its memorandum or articles of association;



(xiv) made or agreed or consented to:



(A) any material change:



(1) to the terms of the trust deeds constituting the pension scheme(s) established for its directors, employees or their dependants; or



(2) to the benefits which accrue or to the pensions which are payable thereunder; or



(3) to the basis on which qualification for, or accrual or entitlement to such benefits or pensions are calculated or determined; or



(4) to the basis upon which the liabilities (including pensions) of such pension schemes are funded or made; or



(B) any change to the trustees including the appointment of a trust corporation but excluding any appointment of a member nominated trustee in accordance with existing nomination arrangements or one company appointment to fill a trustee vacancy;



(xv) proposed, agreed to provide or modified the terms of any share option scheme or incentive scheme of the Wider Liverpool Group;



(xvi) save as between Liverpool and its wholly-owned subsidiaries, granted any material lease in respect of any of the leasehold or freehold property owned or occupied by it or transferred or otherwise disposed of any such property; or



(xvii) entered into any agreement, commitment or arrangement or passed any resolution or made any offer (which remains open for acceptance) or proposed or announced any intention with respect to any of the transactions, matters or events referred to in this condition (e);



(f) except as disclosed in the annual report and accounts for the financial year ended 31 July 2006 or as publicly announced by Liverpool prior to the date of this announcement by the delivery of an announcement to a Regulatory Information Service or as otherwise disclosed prior to the date of this announcement to Kop by or on behalf of Liverpool:



(i) there having been no adverse change or deterioration in the business, assets, financial or trading positions or profit or prospects of any member of the Wider Liverpool Group which in any case is material in the context of the Wider Liverpool Group taken as a whole;



(ii) no contingent or other liability of any member of the Wider Liverpool Group having arisen or become apparent or increased which in any case is material in the context of the Wider Liverpool Group taken as a whole;



(iii) no litigation, arbitration proceedings, prosecution or other legal proceedings to which any member of the Wider Liverpool Group is or is reasonably likely to become a party (whether as plaintiff, defendant or otherwise) having been threatened, announced or instituted by or against or remaining outstanding against or in respect of any member of the Wider Liverpool Group which in any case is material in the context of the Wider Liverpool Group taken as a whole; and



(iv) (other than as a result of the Offer) no enquiry or investigation by, or complaint or reference to, any Third Party having been threatened, announced instituted by or against or remaining outstanding against or in respect of any member of the Wider Liverpool Group which in any case is material in the context of the Wider Liverpool Group taken as a whole;



(g) except as disclosed prior to the date of this document to Kop by or on behalf of Liverpool, Kop not having discovered after the date of this announcement:



(i) that any financial or business or other information concerning the Wider Liverpool Group disclosed at any time by or on behalf of any member of the Wider Liverpool Group, whether publicly, to Kop or otherwise, is materially misleading or contains any misrepresentation of fact or omits to state a fact necessary to make any information contained therein not materially misleading and which was not subsequently corrected before the date of this announcement by disclosure either publicly or otherwise to Kop to an extent which in any case is material in the context of the Wider Liverpool Group taken as a whole; or



(ii) that any member of the Wider Liverpool Group is subject to any liability (actual or contingent) which is not disclosed in Liverpool’s annual report and accounts for the financial year ended 31 July 2006 or has otherwise publicly announced and which in any case is material in the context of the Wider Liverpool Group taken as a whole



(h) except to the extent disclosed in the annual report and accounts of Liverpool for the financial year ended 31 July 2006 or as publicly announced by Liverpool prior to the date of this document by the delivery of an announcement to a Regulatory Information Service or as fairly disclosed to Kop in writing by or on behalf of Liverpool before the date of this announcement, Kop not having discovered after the date of this announcement:



(i) that any past or present member of the Wider Liverpool Group has not complied with any applicable legislation or regulations of any jurisdiction with regard to the use, treatment, handling, storage, transport, release, disposal, discharge, spillage, leak or emission of any waste or hazardous substance or any substance likely to impair the environment or harm human health, or otherwise relating to environmental matters or the health and safety of any person, or that there has otherwise been any such use, treatment, handling, storage, transport, release, disposal, discharge, spillage, leak or emission (whether or not this constituted a non-compliance by any person with any legislation or regulations and wherever the same may have taken place) which, in any case, would be likely to give rise to any liability (whether actual or contingent) or cost on the part of any member of the Wider Liverpool Group which is material in relation to the Wider Liverpool Group taken as a whole; or



(ii) that there is, or is likely to be, any liability, whether actual or contingent, to make good, repair, reinstate or clean up any property now or previously owned, occupied or made use of by any past or present member of the Wider Liverpool Group or any other property or any controlled waters under any environmental legislation, regulation, notice, circular, order or other lawful requirement of any relevant authority or third party or otherwise which is material in relation to the Wider Liverpool Group taken as a whole.



For the purpose of these conditions:



(a) “Third Party” means any central bank, government, government department or governmental, quasi-governmental, supranational, statutory, regulatory or investigative body, authority (including any national anti-trust or merger control authority), court, trade agency, association, institution or professional or environmental body or any other similar person or body whatsoever in any relevant jurisdiction;



(b) a Third Party shall be regarded as having “intervened” if it has decided to take, institute, implement or threaten any action, proceeding, suit, investigation, enquiry or reference or made, proposed or enacted any statute, regulation, decision or order or taken any measures or other steps or required any action to be taken or information to be provided and “intervene” shall be construed accordingly; and



(c) “Authorisations” means authorisations, orders, grants, recognitions, determinations, certificates, confirmations, consents, licences, clearances, provisions and approvals.



Kop reserves the right to waive in whole or in part all or any of conditions (b) to (h) inclusive. Conditions (b) to (h) inclusive must be satisfied as at, or waived on or before, the 21st day after the later of the first closing date of the Offer and the date on which condition (a) is fulfilled (or, in each case, such later date as the Panel may agree). Kop shall be under no obligation to waive or determine to be, or treat as, fulfilled, any of conditions (b) to (h) inclusive by a date earlier than the date specified above for the fulfilment thereof notwithstanding that the other conditions of the Offer may at such earlier date have been waived or fulfilled and that there are at such earlier date no circumstances indicating that any of such conditions may not be capable of fulfilment.



Except with the Panel’s consent Kop will not invoke any of the above conditions (except for condition (a)) so as to cause the Offer not to proceed, to lapse or be withdrawn unless the circumstances which give rise to the right to invoke the relevant conditions are of material significance to Kop in the context of the Offer.



If Kop is required by the Panel to make an offer for the Liverpool Shares under the provisions of Rule 9 of the Code, Kop may make such alterations to the terms and conditions of the Offer as are necessary to comply with the provisions of that Rule.



Further Terms of the Offer



The Offer will lapse if it is referred to the Competition Commission before the later of the first closing date of the Offer and the date on which the Offer becomes or is declared unconditional as to acceptances.



Liverpool Shares will be acquired by Kop fully paid and free from all liens, equitable interests, charges, encumbrances and other third party rights of any nature whatsoever and together with all rights attaching to them, including the right to receive and retain all dividends and distributions (if any) declared, made or payable after the date of this announcement.



The Offer will be on the terms and will be subject, inter alia, to the conditions which are set out in this announcement and in this Appendix 1 and those terms which will be set out in the Offer Document and in the Form of Acceptance and such further terms as may be required to comply with the provisions of the Code.



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.



The Offer is governed by English law and is subject to the jurisdiction of the English Courts.







APPENDIX 2



BASES AND SOURCES OF INFORMATION



(a) The value attributed to the existing issued share capital of Liverpool is based upon the 34,823 Liverpool Shares in issue on 5 February 2007.



(b) References to a percentage of Liverpool Shares are based on the number of Liverpool Shares in issue as set out in paragraph (a) above.







APPENDIX 3



IRREVOCABLE UNDERTAKINGS



The following holders of Liverpool Shares have given irrevocable undertakings to accept the Offer:



Name
Number of Liverpool

Shares


Per cent. of issued

share capital



David Moores
17,923
51.47

Terence Smith
264
0.76

ITV Productions Limited
3,482
10.00





Total
21,669
62.23




In respect of the undertakings given by the Liverpool Directors, these undertakings will cease to be binding only if the Offer lapses or is withdrawn and remain binding in the event that a higher competing offer for Liverpool is made.



In respect of the undertaking given by ITV Productions Limited, this undertaking will cease to be binding if a competing offer is made or announced on or before the fifth Business Day after posting of the Offer Document for Liverpool at or above £5,500 for each Liverpool Share in cash and/or in securities, or if the Offer lapses or is withdrawn.







APPENDIX 4



DEFINITIONS



The following definitions apply throughout this announcement unless the context requires otherwise.



Australia
the commonwealth of Australia, its territories and possessions and all areas subject to its jurisdiction and all political sub divisions thereof

Board
as the context requires, the board of Liverpool Directors or the board of directors of Kop and the terms “Liverpool Board” and “Kop Board” shall be construed accordingly

Business Day
a day (other than a public holiday, Saturday or Sunday) on which clearing banks in London are open for normal business

Canada
Canada, its provinces and territories and all areas subject to its jurisdiction and all political sub divisions thereof

Code
the City Code on Takeovers and Mergers

Companies Act
the Companies Act 1985 (as amended)

Club
Liverpool Football Club

Conditions
the conditions to the implementation of the Offer which are set out in Appendix 1 to this announcement

Form of Acceptance
the form of acceptance and authority for use by Liverpool Shareholders in connection with the Offer which will accompany the Offer Document when issued

Japan
Japan, its cities and prefectures, territories and possessions

Kop
Kop Football Limited, a company incorporated under the laws of England and Wales with registered number 6032198

Liverpool
The Liverpool Football Club And Athletic Grounds Plc

Liverpool Directors
the directors of Liverpool

Liverpool Group
Liverpool and its subsidiary undertakings

Liverpool Share(s)
the existing unconditionally allotted or issued and fully paid ordinary shares of £5 each in the capital of Liverpool and any further shares which are unconditionally allotted or issued before the date on which the Offer closes (or such earlier date or dates, not being earlier than the date on which the Offer becomes unconditional as to acceptances or, if later, the first closing date of the Offer, as Kop may decide) but excluding in both cases any such shares held or which become held in treasury

Liverpool Shareholders
the holders of Liverpool Shares from time to time

Offer
the recommended offer to be made by Kop to acquire the entire issued ordinary share capital of Liverpool on the terms and subject to the conditions to be set out in the Offer Document and the Form of Acceptance and, where the context so requires, any subsequent revision, variation, extension or renewal of such offer

Offer Document
the document to be published and sent to Liverpool Shareholders containing the Offer

Offer Period
the offer period (as defined in the Code) relating to Liverpool, which commenced on 29 March 2006

Offer Price
£5,000 for each Liverpool Share

Panel
the Panel on Takeovers and Mergers

PKF
PKF(UK) LLP, independent financial adviser to Liverpool

PricewaterhouseCoopers
PricewaterhouseCoopers LLP, financial adviser to Liverpool

Priority Tickets Relevant Time
5.30 p.m. on 5 February 2007

Priority Rights
Certain priority ticket purchasing rights to be afforded to Liverpool Shareholders who validly accept the Offer to be more fully described in the Offer Document

Regulatory Information Service
as defined in the Glossary to the FSA Handbook

Rothschild
NM Rothschild & Sons Limited

Substantial Interest
a direct or indirect interest in 20 per cent. or more of the voting or equity capital (or equivalent) of an undertaking

UK or United Kingdom
the United Kingdom of Great Britain and Northern Ireland

US or United States
the United States of America, its territories and possessions, any state of the United States of America and the District of Columbia

Wider Liverpool Group
Liverpool and the subsidiaries and subsidiary undertakings of Liverpool and associated undertakings (including any joint venture, partnership, firm or company in which any member of the Liverpool Group is interested or any undertaking in which Liverpool and such undertakings (aggregating their interests) have a Substantial Interest)




For the purposes of this announcement, “subsidiary”, “subsidiary undertaking”, “undertaking” and “associated undertaking” have the meanings given by the Companies Act (but for this purpose ignoring paragraph 20(1)(b) of Schedule 4A of the Companies Act).



All references to time in this announcement are to London time unless otherwise stated.



END





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[nebbers]

Kop Football Limited

Our New Owners

Recommended Cash Offer
by
Kop Football Limited ('Kop')
For
The Liverpool Football Club And Athletic Grounds Plc
('Liverpool')


Summary and Highlights

The Boards of Kop and Liverpool are pleased to announce that they have agreed
the terms of a recommended cash offer to be made by Kop to acquire the entire
issued share capital of Liverpool.

The Offer is £5,000 in cash for each Liverpool Share, valuing the issued share
capital of Liverpool at approximately £174.1 million. Together with the £44.8
million of net debt in the Club as at 31 December 2006, this represents an
enterprise value for Liverpool of £218.9 million.

Kop is an English private limited company, which has been incorporated for the
specific purpose of making the Offer and which is ultimately jointly controlled
by Mr. George Gillett Jnr. and Mr. Thomas O. Hicks.

The Board of Liverpool, which has been so advised by PricewaterhouseCoopers and
PKF, considers the terms of the Offer to be fair and reasonable. PKF is acting
as the independent financial adviser to Liverpool in relation to Rule 3 of the
Code. PricewaterhouseCoopers is acting as financial adviser to Liverpool.

The Board of Liverpool unanimously recommends that Liverpool Shareholders accept
the Offer. In considering the reasonableness of the Offer, the Liverpool Board
has taken the following considerations into account:

• Kop has indicated its intention to build, as soon as reasonably
practicable, the proposed new 60,000 seat stadium at Stanley Park for which
the Club has already received planning permission and to facilitate the
financing of its construction;

• Kop has indicated that it is committed to an annual budget for player
transfers and is able to supplement this should Liverpool's management and
Kop agree additional funds are required; and

• Kop is supportive of both the current executives and the football
team management at Liverpool to provide stability to the Club.

All of the Liverpool Directors have irrevocably undertaken to accept the Offer
in respect of their own beneficial shareholdings of Liverpool Shares. These
holdings amount, in aggregate, to 18,187 Liverpool Shares, representing
approximately 52.2 per cent. of the existing issued share capital of Liverpool.
In respect of the undertakings given by the Liverpool Directors, these
undertakings remain binding even if a higher competing offer is made for
Liverpool and will only cease to be binding if the Offer lapses or is withdrawn.

In addition, Kop has received an irrevocable undertaking to accept the Offer
from ITV Productions Limited in respect of a further 3,482 Liverpool Shares,
representing approximately 10.0 per cent. of the existing issued share capital
of Liverpool, and this undertaking will cease to be binding if a competing offer
is made or announced on or before the fifth Business Day after posting of the
Offer Document for Liverpool at or above £5,500 for each Liverpool Share in cash
and/or securities, or if the Offer lapses or is withdrawn.

In aggregate, therefore, Kop has received irrevocable undertakings to accept the
Offer in respect of 21,669 Liverpool Shares, representing approximately 62.2 per
cent. of the existing issued share capital of Liverpool.

To uphold the traditions of Liverpool, the Board of Kop has undertaken to
continue the existing informal shareholder ticketing arrangements such that,
subject to the Offer becoming or being declared unconditional in all respects,
Liverpool Shareholders who validly accept the Offer in respect of the Liverpool
shares which they held as at the Priority Tickets Relevant Time, will receive
lifetime priority ticket purchasing rights, giving them priority rights to
purchase tickets for home cup matches, cup finals and a season ticket for the
new stadium (for those who are not already season ticket holders).

Commenting on the Offer, George Gillett Jnr. and Thomas O. Hicks said:

'Liverpool is a fantastic club with a remarkable history and a passionate
fanbase. We fully acknowledge and appreciate the unique heritage and rich
history of Liverpool and intend to respect this heritage in the future. The
Hicks family and the Gillett family are extremely excited about continuing the
Club's legacy and tradition.'

David Moores, Chairman of Liverpool, said:

'I believe this is a great step forward for Liverpool, its shareholders and its
fans. This Club is my passion and forms a huge part of my life. After much
careful consideration, I have agreed to sell my shares to assist in securing the
investment needed for the new stadium and for the playing squad. I urge all my
fellow shareholders to do the same and to support the offer. By doing so, I
believe you will be backing the successful future of Liverpool Football Club. I
am also delighted to accept the offer from the Hicks and Gillett families to
continue my involvement in the Club by becoming Honorary Life President.'

[kurtangle01]

Couldn't have used the existing thread?

[Shaggy]

That's a bit long mate.

[Argathi]

From .tv

Liverpool FC today announced that the Board have agreed the terms of an offer for the Club from Mr George Gillett and Mr Tom Hicks. The Board are unanimously recommending that the Club’s shareholders accept this offer.
Full details of the offer were announced earlier today to the Stock Exchange.

Commenting on the offer, David Moores, Chairman of Liverpool said:
“I believe this is a great step forward for Liverpool, its shareholders and its fans. This Club is my passion and forms a huge part of my life. After much careful consideration, I have agreed to sell my shares to assist in securing the investment needed for the new stadium and for the playing squad. I urge all my fellow shareholders to do the same and to support the offer. By doing so, I believe you will be backing the successful future of Liverpool Football Club.

"I am also delighted to accept the offer from the Hicks and Gillett families to continue my involvement in the Club by becoming Honorary Life President.”

Rick Parry, Chief Executive of Liverpool, commented: “This is great for Liverpool, our supporters and the shareholders – it is the beginning of a new era for the Club.

“The partnership created by George and Tom is very special. They are bringing to the table tremendous and relevant experience, a passion for sport, real resources and a strong commitment to the traditions of Liverpool. Their approach represents exactly the sort of genuine partnership that Liverpool has been seeking over recent times.

“We know that George and Tom want a long-term relationship with Liverpool and that they also understand the importance of investing in our success both on and off the field. They have made clear their intention to move as quickly as practicable on the financing and construction of our proposed new stadium at Stanley Park and also to support investment in the playing squad.

“This has been an important time for the Club. We now have the right partners for the future. I am absolutely certain we have now ended up in the right place, with owners who will help the Club succeed and prosper.”

Commenting on the offer, George Gillett and Tom Hicks said: “Liverpool is a fantastic club with a remarkable history and a passionate fanbase. We fully acknowledge and appreciate the unique heritage and rich history of Liverpool and intend to respect this heritage in the future. The Hicks family and the Gillett family are extremely excited about continuing the Club’s legacy and tradition.

“We are particularly pleased that David Moores and Rick Parry will have a continuing involvement in the Club. For us continuity and stability are keys to the future.”

[kurtangle01]

http://www.liverpoolfc.tv/news/drilldown/N154912070206-1225.htm

[Rocket]

PKF

[hockin_monster]

I don't think that post is long enough.

Kop Football, nice.

[kurtangle01]

Parry and Moores to have a comtinued role in the club.

[PLY]

SSN say that the deal is done and there will be a P.C. at 2.00pm.

At least we can start talking about footy again soon and rid our brains of all the business language that we've picked up along the way.

Only time will tell if this is a good or a bad thing for the club and I suspect that in 50 years , the turning point of the game will be seen as the formation of the cash cow that is the Premier League and clubs being owned by businessmen is just taking that to it's logical conclusion.