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

[jonesie]

Tom Hicks at Press Conference.

[Lecter]

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:



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.”



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.

[kurtangle01]

This is a nice gesture

"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)."

A nice sweetner.

[Rocket]

A nice sweetner.

is it too late for me to buy and sell a few shares giving me life time priority tickets

[Red Chilli]

Done.

I like it

[Bob]

Our New Owners

Recommended Cash Offer
by
Kop Football Limited ('Kop') - [cheesy name]
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 [thought this was more], 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.

[That blows the Rafa thread out of the water then.]



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 - [just over 9m more than DIC were prepared to pay], 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 - [greedy granada *******s ]
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.'

[GordonGecko]

Sky Sports are saying this:

http://home.skysports.com/list.aspx?...+takeover+deal

[Red Chilli]

is it too late for me to buy and sell a few shares giving me life time priority tickets

Bloody Jaco has got 3 shares

You'd probably have to outbid Kop and offer over 5 grand a share. I think I'd rather take my chances with the new owners bringing in a better ticketing system

[GordonGecko]

Liverpool agree takeover deal
By Peter ORourke - Created on 6 Feb 2007


Liverpool have confirmed they have accepted a takeover offer from American duo George Gillett Jnr and Tom Hicks.

The American pair flew into Liverpool on Tuesday to tie up the final details of the takeover deal.

The deal is reported to be worth £470m with the American duo splitting the cost between them paying about £175m for the shares in the club, £80m to cover the debt and a further £215m towards a new stadium.

Liverpool's board have now made an announcement to the Stock Exchange of the offer and they have recommended for the club's shareholders to accept the deal.

Reds chairman David Moores welcomed the deal and revealed he will be staying on at the club as Honorary Life President.

"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."

Liverpool chief executive Rick Parry believes the deal signals a new era at the English titans.

"This is great for Liverpool, our supporters and the shareholders - it is the beginning of a new era for the club," said Parry.

"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."

Gillett and Hicks expressed their delight at gaining control at Anfield saying: "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]

is it too late for me to buy and sell a few shares giving me life time priority tickets

I would have thought so. If you have a spare few grand though you might just be lucky enough to find some one willing to sell.

[jonesie]

I'm tempted to go and celebrate our new American friends with a double-triple greasy cheeseburger, several large fattening milkshakes and 52 donuts.

I never normally eat them of course.

My body is a temple.

[friedk]

I like the sound of this:

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

[kurtangle01]

Bloody Jaco has got 3 shares

You'd probably have to outbid Kop and offer over 5 grand a share. I think I'd rather take my chances with the new owners bringing in a better ticketing system

So he gets £15,000 and a season ticket?! Seems like a good deal to me!

[AFII]

The biggest day in LFC history

A new stadium secured

[Red Chilli]

I'm going to have to stay on line now until they've had the PC.