Official Stock Market AnnouncementCompany WH Holding Limited
TIDM
Headline Offer for West Ham United plc
Released 07:01 21-Nov-06
Number 4047M
RNS Number:4047M
WH Holding Limited
21 November 2006
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART, IN, INTO OR
FROM THE UNITED STATES, CANADA, AUSTRALIA OR JAPAN OR ANY OTHER JURISDICTION
WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH
JURISDICTION
21 November 2006
Recommended Cash Offer
for
West Ham United plc ("West Ham")
by
WH Holding Limited ("WH Holding")
Summary and Highlights
The Boards of WH Holding and West Ham are pleased to announce the terms of a
recommended cash offer by WH Holding to acquire the entire issued and to be
issued share capital of West Ham.
WH Holding is an English company which was newly incorporated for the purposes
of making the Offer and which is controlled by Eggert Magnusson, President of
the Football Association of Iceland and member of UEFA's Executive Committee,
and Bjorgolfur Gudmundsson, an international investor based in Iceland.
The Offer will be 421 pence in cash for each West Ham Share, valuing the
existing issued share capital of West Ham at approximately £85 million.
The Board of West Ham, which has been so advised by Hawkpoint, considers the
terms of the Offer to be fair and reasonable. In providing its advice to the
Board of West Ham, Hawkpoint has taken into account the commercial assessments
of the West Ham Directors.
The Board of West Ham intends unanimously to recommend that West Ham
Shareholders accept the Offer, as the West Ham Directors have irrevocably
undertaken to do in respect of their own beneficial shareholdings of West Ham
Shares. Those holdings amount, in aggregate, to 9,048,400 West Ham Shares,
representing approximately 45 per cent. of the existing issued share capital of
West Ham.
In addition, WH Holding has received irrevocable undertakings to accept the
Offer in respect of a further 7,724,368 West Ham Shares, representing
approximately 38 per cent. of the existing issued share capital of West Ham.
In aggregate, WH Holding has received irrevocable undertakings to accept the
Offer in respect of 16,772,768 West Ham Shares, representing approximately 83
per cent. of the existing issued share capital of West Ham.
Commenting on the Offer, Eggert Magnusson, Chief Executive Officer of WH Holding
and proposed new Chairman of West Ham, said:
"I am both delighted and honoured that Terry Brown and his colleagues wish to
support our offer for West Ham. We can now end the uncertainty of recent weeks
and move forward into the next phase of development of this great club, with
Alan Pardew leading our efforts on the pitch.
I fully appreciate the personal responsibility that will come with becoming
Chairman of West Ham and pledge to the staff, the players and the fans that I am
here to serve and to do all that I can to deliver genuine success on and off the
field."
Terry Brown, Chairman of West Ham, said:
"Since promotion back into the FA Premier League, the Club has invested funds
wisely, strengthening the squad in key positions and moulding a young and
exciting team faithful to the Club's great traditions.
The offer from WH Holding reflects fair value for West Ham, considering its
significant history, recent performance and prospects, and its position as a
leading London club.
Eggert Magnusson is fully committed to ensuring the Club can continue its great
tradition of success both on and off the field, to the benefit of supporters and
the wider community."
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 certain 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:
Seymour Pierce (Joint Financial Adviser to WH Holding)
Keith Harris +44 (0) 207 107 8000
Jonathan Wright
Douglas Harmer
Landsbanki (Joint Financial Adviser to WH Holding)
Arjun Kapur +44 (0) 207 866 5000
Hawkpoint (Financial Adviser to West Ham)
Patrick Wilson +44 (0) 207 665 4500
David Renton
Morgan Jones
Vero Communications (PR Adviser to WH Holding)
Mike Lee OBE +44 (0) 207 554 1122
Rawlings Financial PR (PR Adviser to West Ham)
John Rawlings +44 (0) 1756 770 376
Seymour Pierce, which is authorised and regulated in the United Kingdom by the
Financial Services Authority, is acting exclusively for WH Holding and no one
else in connection with the Offer and will not be responsible to anyone other
than WH Holding for providing the protections afforded to clients of Seymour
Pierce nor for providing advice in relation to the Offer, the content of this
announcement or any other matter referred to herein.
Landsbanki, which is authorised by the Financial Supervisory Authority of
Iceland and regulated by the Financial Services Authority for the conduct of
United Kingdom business, is acting exclusively for WH Holding and no one else in
connection with the Offer and will not be responsible to anyone other than WH
Holding for providing the protections afforded to clients of Landsbanki nor for
providing advice in relation to the Offer, the content of this announcement or
any other matter referred to herein.
Hawkpoint, which is authorised and regulated in the United Kingdom by the
Financial Services Authority, is acting exclusively for West Ham and no one else
in connection with the Offer and will not be responsible to anyone other than
West Ham for providing the protections afforded to clients of Hawkpoint nor for
providing advice in relation to the Offer, the content of this announcement or
any 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. In particular, the Offer is not being made, directly or
indirectly, in the United States, Canada, Australia or Japan. 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 WH
Holding and West Ham. 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 and therefore undue reliance should not be placed
on such statements. WH Holding and West Ham 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 one per cent. or more of any class of
'relevant securities' of West Ham, 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 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 WH
Holding or of West Ham, 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 West Ham by WH Holding or West Ham, or by any of their respective
'associates', must be disclosed by no later than 12.00 noon (London time) on the
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, you should consult the Panel.
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART, IN, INTO OR
FROM THE UNITED STATES, CANADA, AUSTRALIA OR JAPAN OR ANY OTHER JURISDICTION
WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH
JURISDICTION
