Millwall Holdings.pdf

THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. If you are in any doubt about the

contents of this document, you should consult immediately an independent ﬁnancial adviser authorised under the Financial Services and

Markets Act 2000 who specialises in advising on the acquisition of shares and other securities.

This document comprises a prospectus relating to Millwall Holdings plc prepared in accordance with the Prospectus Rules made under

section 73A of the Financial Services and Markets Act 2000 and the AIM Rules. This document has been approved by and ﬁled with the

Financial Services Authority in accordance with the Prospectus Rules.

If you sell or have sold or otherwise transferred all of your Existing Ordinary Shares, please send this document together with the

accompanying Application Form and Form of Proxy at once to the purchaser or transferee or to the stockbroker, bank or other agent

through whom the sale or transfer was effected for onward transmission to the purchaser or transferee. If you have sold part of your

holding of Existing Ordinary Shares you should refer to the instructions regarding split applications set out in the accompanying

Application Form.

The Company and the Directors, whose names and functions are set out on page 3 of this document, accept responsibility for the

information contained in this document. To the best of the knowledge of the Company and the Directors (who have taken all reasonable

care to ensure that such is the case), the information contained in this document is in accordance with the facts and does not omit

anything likely to affect its import.

The Existing Ordinary Shares are admitted to trading on AIM. Application will be made for the New Ordinary Shares to be admitted to

trading on AIM. It is expected that dealings in the New Ordinary Shares will commence on AIM on 19 April 2006. AIM is a market

designed primarily for emerging or smaller companies to which a higher investment risk tends to be attached than to larger or more

established companies. AIM securities are not admitted to the ofﬁcial list of the United Kingdom Listing Authority. A prospective investor

should be aware of the risks of investing in such companies and should make the decision to invest only after careful consideration and, if

appropriate, consultation with an independent ﬁnancial adviser. London Stock Exchange plc has not itself examined or approved the

contents of this document.

Millwall Holdings plc

(Incorporated in England and Wales under the Companies Act 1985 – No.2355508)

Initial Placing of 6,801,353,300 New Ordinary Shares; Open Offer of up to

6,092,087,167 New Ordinary Shares at 0.04p per New Ordinary Share on the

basis of 1 New Ordinary Share for every 1 Existing Ordinary Share together with

an Excess Application Facility and Further Placing of up to 11,250,000,000 New

Ordinary Shares at 0.04p per Share

Notice of Extraordinary General Meeting

YOUR ATTENTION IS DRAWN TO THE SUMMARY ON PAGES 3 TO 10 AND TO THE RISK FACTORS ON PAGES 11 TO

12 OF THIS DOCUMENT.

If you are a Qualifying Shareholder and wish to apply for New Ordinary Shares under the Open Offer, you should complete the

Application Form and, if relevant, the Excess CREST Application Form accompanying this document and return it, together with the

remittance payable, to the Company’s receiving agents Computershare Investor Services PLC. The latest time for receipt of applications and

payment in full under the Open Offer is 11.00 a.m. on 11 April 2006. The procedure for application and payment is set out in Part IV

of this document and in the accompanying Application Form.

Notice of an Extraordinary General Meeting of the Company to be held at The Den, Zampa Road, London SE16 3LN at 11.00 a.m.

on 18 April 2006 is set out at the end of this document. Shareholders are requested to complete and return the enclosed Form of Proxy

for use at the Extraordinary General Meeting in accordance with the instructions printed thereon as soon as possible but in any event so

as to be received no later than 11.00 a.m. on 16 April 2006, whether or not they intend to be present at the Extraordinary General

Meeting.

Seymour Pierce Limited, which is regulated by the Financial Securities Authority, is acting exclusively for the Company in connection with

the Placing and Open Offer and will not be responsible to anyone other than the Company for providing the protections afforded to

customers of Seymour Pierce Limited or for advising any such person in connection with the Placing and Open Offer. Seymour Pierce

Limited has not authorised the contents of any part of this document for the purposes of the Prospectus Rules. The responsibilities of

Seymour Pierce Limited as the Company’s nominated adviser under the AIM Rules are owed solely to London Stock Exchange plc and are

not owed to the Company or to any Director or to any other person in respect of his or its decision to acquire New Ordinary Shares in

reliance on any part of this document. No representation or warranty, express or implied, is made by Seymour Pierce Limited as to any of

the contents of this document (without limiting the statutory rights of any person to whom this document is issued).

The Placing and Open Offer are not being made, directly or indirectly, in or into the United States, Canada, Australia or Japan or their

respective territories or possessions, and documents should not be distributed, forwarded or transmitted in or into such territories. The New

Ordinary Shares have not been and will not be registered under the United States Securities Act of 1933 (as amended) or under the

securities laws of any state or other jurisdiction of the United States, nor have the relevant clearances been, nor will they be obtained from

the Securities Commission or similar authority of any province or territory of Canada and no prospectus has been or will be ﬁled or

registration made under the securities laws of any province of Canada, nor has a prospectus in relation to the New Ordinary Shares been

lodged or will be lodged with or registered by, the Australian Securities Commission, nor have any steps been taken nor will they be taken

to enable the New Ordinary Shares to be offered in accordance with the laws of Japan. Accordingly unless an exemption under the relevant

securities laws is available, the New Ordinary Shares may not be offered, sold or delivered, directly or indirectly, in or into the United

States, Canada, Australia or Japan. All shareholders (including without limitation, nominees, trustees and custodians) who would otherwise

forward this document and/or any of the accompanying documents to any jurisdiction outside the United Kingdom or to overseas persons

should seek appropriate advice before taking any action.

Qualifying Shareholders will ﬁnd a white Application Form and a blue Excess CREST Application Form enclosed with this document.

Applications under the Open Offer may only be made by the Qualifying Shareholders originally entitled or by a person entitled by virtue

of a bona ﬁde market claim arising out of the sale or transfer of Existing Ordinary Shares prior to the date on which the relevant Existing

Ordinary Shares are marked ‘‘ex’’ the entitlement by the London Stock Exchange. Holdings of Existing Ordinary Shares in certiﬁcated and

uncertiﬁcated form will be treated as separate holdings for the purposes of calculating entitlements under the Open Offer.

CONTENTS

Page

Summary

Risk Factors

Directors, Secretary and Advisers

Expected Timetable of Principal Events

Issue Statistics

Part I

Letter from the Chairman of the Company

Part II

Information on the Company

Part III

Directors, Senior Management & Employees

Part IV

Letter from Seymour Pierce in respect of the Open Offer

Part V

Information relating to the New Ordinary Shares

Part VI

Financial information relating to the Company

Part VII

Interim Results

Part VIII

Additional information

Part IX

Deﬁnitions

107

Notice of Extraordinary General Meeting

110

SUMMARY

This summary should be read as an introduction to the prospectus. Any decision to invest in

transferable securities should be based on consideration of the prospectus as a whole by the

investor.

Where a claim relating to the information contained in a prospectus is brought before a court, the

plaintiff investor might, under the national legislation of the EEA state, have to bear the costs of

translating the prospectus before the legal proceedings are initiated.

Civil liability attaches to those persons who are responsible for the summary, including any

translation of the summary, but only if the summary is misleading, inaccurate or inconsistent when

read together with the other parts of the prospectus.

Directors:

Peter John de Savary (Non-Executive Chairman)

Theodoros Paphitis (Non-Executive Director)

Constantine Gonticas (Non-Executive Director)

Jeffrey David Burnige (Non-Executive Director)

Richard Edward Towner (Non-Executive Director)

Auditors and other Advisers:

Nominated Adviser:

Seymour Pierce Limited

Broker:

Seymour Pierce Ellis Limited

Solicitors:

Davenport Lyons

Auditors:

BDO Stoy Hayward LLP

Registrars:

Computershare Investor Services PLC

1. Introduction and Reasons for the Placing and Open Offer

The Company is proposing to raise up to £5.157 million (before expenses) by way of the Initial

Placing and Open Offer. The minimum amount required to be raised under the Initial Placing and

Open Offer is £4.22 million which will be raised as follows:

* The Company has placed ﬁrm, 5,551,353,300 Placing Shares at the Issue Price to raise £2.22

million;

* Nash Fitzwilliams has agreed to use its reasonable endeavours, to procure subscribers for a

further 1,250,000,000 Placing Shares, to raise £500,000 under the Initial Placing, failing which

Mark Child will subscribe for such Placing Shares;

* Seymour Pierce Ellis, the Company’s broker, has underwritten the ﬁrst £1.5 million under the

Open Offer.

The Placing and Open Offer (save for the amount of £2.22m placed ﬁrm under the Initial Placing)

are subject to Shareholder approval at the EGM.

In addition to the Initial Placing and Open Offer, the Company will seek to raise up to a further

£4.5 million through Nash Fitzwilliams and Seymour Pierce.

The Minimum Amount will be used to provide the Club with adequate working capital to continue

its operations for at least 12 months from the date of this document and to repay £1.75m of bank

borrowings. The Company will also investigate opportunities aimed at increasing turnover and may

approach Shareholders in the future to seek additional funds if interesting opportunities arise.

If Shareholder approval is not received for the Placing and Open Offer or the Minimum Amount is

not raised, the Company will seek alternative methods to raise the Minimum Amount which will

enable it to continue its operations as the Company would otherwise not have sufﬁcient working

capital for the next 12 months. These will include a non-pre-emptive placing of Ordinary Shares

with the Directors and others to raise at least £2.22m utilising the authorities granted to the

Directors at the Company’s Annual General Meeting held in December 2005 which will be dilutive

to existing Shareholders. The Company may also seek to increase its level of bank borrowings and

realise player contracts or to obtain funding through other avenues.

2. The Placing and Open Offer

The Company has placed 5,551,353,300 of the Placing Shares at the Issue Price pursuant to the

Initial Placing to raise £2.22m (before expenses) with certain of the Directors and other investors. In

addition, Nash Fitzwilliams has agreed to use its reasonable endeavours to procure subscribers for a

further 1,250,000,000 Placing Shares to raise a further £500,000 under the Initial Placing, failing

which Mark Child will subscribe for such Placing Shares.

Applications are being invited from Qualifying Shareholders to apply for Offer Shares at the Issue

Price on the basis of:

1 Offer Share for every 1 Existing Ordinary Share

and so in proportion for any other number of Existing Ordinary Shares held at the close of business

on the Record Date rounded down to the nearest 25 Offer Shares.

Applications by Qualifying Shareholders will be satisﬁed in full up to their Basic Entitlements which

are shown on the Application Form. The Excess Application Facility enables Qualifying Shareholders

to apply for Offer Shares in excess of their Basic Entitlement in multiples of 25,000 Offer Shares,

subject to the total number of Offer Shares applied for not exceeding 6,092,087,167, in which case

applications may be scaled back.

The latest time and date for receipt of completed Application Forms and payment in respect of the

Open Offer is 11.00 a.m. on Tuesday, 11 April 2006.

Neither the Placing nor the Open Offer is being made directly or indirectly in or into the United

States, Canada, Australia or Japan or their respective territories or possessions.

Application will be made for the New Ordinary Shares to be admitted to AIM and dealings are

expected to commence on 8.00 a.m. Wednesday, 19 April 2006.

The Placing and Open Offer (save for the amount of £2.22m placed ﬁrm under the Initial Placing)

are conditional, inter alia, on the Minimum Amount being raised, the passing of the Resolutions, the

Underwriting Agreement and the Mark Child Underwriting Agreement having become unconditional

in all respects and not having been terminated in accordance with their terms and Admission.

The Company now has approximately 43,500 Shareholders of whom a large number own less than

100,000 Ordinary Shares. Some of these small Shareholders may decide not to invest under the

Open Offer only because they consider that any subscriptions by them would not make a

difference to the Company. If each of, say, 30,000 of these small Shareholders was to invest an

average of £50, the Company would raise some £1,500,000. This demonstrates that every amount

invested is important and of beneﬁt to the Company.

An investment in the Company is risky and potential investors should read the whole of this

document and seek advice as necessary before making any decision.

3. Share Rights

All Ordinary Shares in issue on Admission will rank pari passu in all respects.

4. Options

The Company has entered into an agreement with Peter de Savary pursuant to which he will be

granted an option to subscribe for 10% of the issued share capital on Admission at the Issue Price.

The Company is also seeking to introduce New Share Option Schemes. It is proposed that up to

15% of the Company’s issued share capital from time to time will be made available under the New

Share Option Schemes.

The Company has also granted options to Seymour Pierce Ellis, Nash Fitzwilliams and Mark Child,

further details of which are set out in paragraphs 6 and 7 of Part VIII of this document.

5. Expected timetable of principal events

Record date for entitlement under the Open Offer

17 March 2006

Open Offer entitlements credited to stock accounts of

Qualifying CREST Shareholders

21 March 2006

Recommended latest time for requesting withdrawal of Open

Offer entitlements from CREST

4.00 p.m. on 5 April 2006

Latest time for depositing Open Offer entitlements into CREST

3.00 p.m. on 6 April 2006

Latest time and date for splitting of Application Forms to

satisfy bona ﬁde market claims

11.00 a.m. on 7 April 2006

Latest time and date for receipt of Forms of Proxy

11.00 a.m. on 16 April 2006

Latest time and date for receipt of completed Application

Forms and Excess CREST Application Forms and payment in

full under the Open Offer or settlement of relevant CREST

instruction

11.00 a.m. on 11 April 2006

Extraordinary General Meeting

11.00 a.m. on 18 April 2006

Admission effective and dealings commence in New Ordinary

Shares and (where applicable) CREST members’ accounts

credited in respect of New Ordinary Shares in uncertiﬁcated

form

8.00 a.m. on 19 April 2006

Despatch of deﬁnitive certiﬁcates for New Ordinary Shares

by 26 April 2006

6. Issue Statistics

Issue Price

0.04p

Number of Ordinary Shares in issue on the Record Date

6,092,087,167

Number of New Ordinary Shares to be issued pursuant to the Initial

Placing

6,801,353,300

Maximum number of New Ordinary Shares to be issued pursuant to the

Open Offer

6,092,087,167

Maximum number of New Ordinary Shares to be issued pursuant to the

Further Placing

11,250,000,000

Maximum number of Ordinary Shares in issue on Admission

30,235,527,634

Minimum number of Ordinary Shares in issue on Admission*

£4.22 million (approx)

Net proceeds of the Initial Placing and Open Offer*

£3.72 million (approx)

Market capitalisation on completion of the Placing and Open Offer at the

Issue Price*

£6.657 million (approx)

* assuming only the Minimum Amount is raised

7. The business of the Group

The business of the Group is professional football. The principal income streams of the Group

comprise the following:

Match related income

Ticket sales, food and beverage sales, match programme sales and television and media fees.

Other football related income

Supporters club membership subscriptions, merchandise sales, Football League central distributions

and Football Association prize monies.

Non football related income

Conference and seminar fees, hospitality functions, stadium hire/location fees.

In addition to the above, the Group trades in player registrations as part of its ordinary activities.

Gross proceeds of the Initial Placing and Open Offer*

16,643,440,467

Plik z chomika:

Inne pliki z tego folderu:

Inne foldery tego chomika: