We could not find any results for:
Make sure your spelling is correct or try broadening your search.
Share Name | Share Symbol | Market | Type | Share ISIN | Share Description |
---|---|---|---|---|---|
Birmingham City | LSE:BMC | London | Ordinary Share | GB0000998608 |
Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|---|---|
0.00 | 0.00% | 99.50 | 0.00 | 01:00:00 |
Industry Sector | Turnover | Profit | EPS - Basic | PE Ratio | Market Cap |
---|---|---|---|---|---|
0 | 0 | N/A | 0 |
TIDMBMC RNS Number : 7962X Grandtop International Holdings Ltd 21 August 2009 OFFER FOR BIRMINGHAM CITY PLC NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART IN OR INTO THE UNITED STATES, CANADA, AUSTRALIA, JAPAN OR ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION FOR IMMEDIATE RELEASE21 August 2009 GRANDTOP INTERNATIONAL HOLDINGS LIMITED ("GRANDTOP") All Cash Offer by Grandtop for Birmingham City PLC ("Birmingham City") Offer Summary * The Grandtop Board is pleased to announce an all cash offer to be made by Grandtop to acquire the entire issued and to be issued share capital of Birmingham City, other than those shares already owned by Grandtop. * The Offer will be made on the basis of 100 pence for each Birmingham City Share to which the Offer relates. * The Offer values the entire issued share capital of Birmingham City at approximately GBP81.51 million, and represents a premium of approximately 55 per cent. to the Closing Price of 64.5 pence per Birmingham City Share on 20 August 2009, being the last Business Day prior to this Announcement, a premium of approximately 150 per cent. to the Closing Price on 11 August 2009 of 40 pence per Birmingham City Share, being the last Business Day prior to the commencement of the Offer Period and a premium of approximately 240 per cent. over the average Closing Price for the 6 month period prior to this Announcement of 29.4 pence per Birmingham City Share. * At the date of this Announcement, Grandtop owns and has received irrevocable undertakings from certain Birmingham City Shareholders (all of which are existing Birmingham City Board members (or their associated entities)) to accept or procure the acceptance of the Offer in respect of a total of 65,133,001 Birmingham City Shares, representing, in aggregate, approximately 79.91 per cent. of the existing issued share capital of Birmingham City. * The unanimous agreement of the Birmingham City Board has been granted for the giving of the Irrevocable Undertakings by certain Birmingham City Shareholders. * The Offer Document and Form of Acceptance will be dispatched to Birmingham City Shareholders as soon as practicable and in any event within 28 days of the date of this Announcement, unless otherwise agreed with the Panel. Enquiries: Bankside Consultants (Public Relations Adviser to Grandtop) Simon Bloomfield Tel: +44 (0) 20 7367 8888 Andrew Harris Tel: +44 (0) 20 7367 8888 BDO Stoy Hayward Corporate Finance (Financial Adviser to Grandtop) Alex WhiteTel: +44 (0) 20 7893 3989 John StephanTel: +44 (0) 20 7893 3989 BDO Stoy Hayward Corporate Finance, a division of BDO Stoy Hayward LLP, Chartered Accountants, which is authorised and regulated in the UK by the Financial Services Authority, is acting for Grandtop and no one else in connection with the Offer and will not be responsible to anyone other than Grandtop for providing the protections afforded to clients of BDO Stoy Hayward Corporate Finance or for providing any financial advice in relation to the Offer or any matter referred to herein. This summary should be read in conjunction with and is subject to, the full text of this Announcement (including its appendices) set out below. Appendix I sets out the conditions and further principal terms of the Offer. Appendix II of this Announcement contains the sources and bases of certain information used in this summary and in the following Announcement. Appendix III contains details of the irrevocable undertakings received in relation to the Offer. Appendix IV contains definitions of certain terms used in this Announcement. Neither this summary nor the full text of this Announcement constitutes or forms part of an offer to purchase or subscribe for any securities. The Offer will be made solely by the Offer Document, and (in the case of Birmingham City Shares held in certificated form) the Form of Acceptance, which together will contain the full terms and conditions of the Offer, including details of how the Offer may be accepted. Your attention is drawn in particular to the information set out in paragraph 10 of this Announcement. NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART IN OR INTO THE UNITED STATES, CANADA, AUSTRALIA, JAPAN OR ANY OTHER JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION FOR IMMEDIATE RELEASE21 August 2009 GRANDTOP INTERNATIONAL HOLDINGS LIMITED ("Grandtop") All Cash Offer by Grandtop for Birmingham City PLC ("Birmingham City") 1. Introduction The Grandtop Board is pleased to announce an all cash offer to be made by Grandtop to acquire the entire issued and to be issued share capital of Birmingham City, other than those shares already owned by Grandtop. The Acquisition constitutes a very substantial acquisition for Grandtop under the HK Listing Rules and will therefore be subject to the approval of Grandtop Shareholders in a general meeting as required by the HK Listing Rules. Grandtop currently holds 24,375,975 Birmingham City Shares, representing approximately 29.91 per cent. of the existing issued share capital of Birmingham City. Grandtop has received irrevocable undertakings from certain Birmingham City Shareholders (all of which are existing Birmingham City Board members (or their associated entities)) to accept or procure the acceptance of the Offer in respect of a total of 40,757,026 Birmingham City Shares, representing, in aggregate, approximately 50.0 per cent. of the existing issued share capital of Birmingham City. The Irrevocable Undertakings remain binding in the event of a competing offer being made for Birmingham City. Grandtop therefore owns and has received irrevocable undertakings to accept the Offer in respect of a total of 65,133,001 Birmingham City Shares, representing, in aggregate, approximately 79.91 per cent. of the existing issued share capital of Birmingham City. Further details of the Irrevocable Undertakings are shown in Appendix III to this Announcement. The unanimous agreement of the Birmingham City Board has been granted for the giving of the Irrevocable Undertakings by certain Birmingham City Shareholders. 2. Background to and Reasons for the Offer Grandtop has maintained a strategic interest in Birmingham City since its first acquisition of Birmingham City Shares in 2007 and now intends to acquire the remaining Birmingham City Shares which it does not already own. The Grandtop Directors have significant business experience and connections in Hong Kong and the PRC and they believe that, with their support and through their connections and expertise in developing business in the region, Birmingham City will be able to significantly increase its global fan base, promote and enhance its brand and develop new merchandising and related revenues, which in turn will provide a source of sustainable financing to help support the Club in consistently competing at the highest levels in domestic and European football. The Grandtop Directors intend to develop the Club by investing in and strengthening the squad and infrastructure of the Club over time. Football is widely followed in the PRC with television viewing figures over recent years increasing significantly. The Premier League's profile in China continues to grow with events such as the Barclays Asia Trophy being held in or around China since 2003, in which three Premier League clubs compete alongside a local team. The Premier League recognises that the development of the football game in the PRC is critical to football's future as the world's sport of choice. It was announced in July 2009 that Premier League matches for the forthecoming 2009/2010 season will be broadcast in China on free to air state broadcaster Guandong TV, exposing the Premier League to a significantly sized television audience in China. The Grandtop Directors will seek a smooth transition of ownership and are planning a period of stable continuity following the Acquisition. The initial and primary aim will be supporting the Club to help it retain its Premier League status. The Grandtop Directors plan to work with the existing management of the Club with the objective of ensuring that the transition period is as smooth as possible. It is intended that the current first team manager, Alex McLeish, will continue in this role, supported by his existing backroom team. Further details of the proposed management structure going forward are provided in paragraph 6 of this Announcement. 3. The Offer The Offer, which will be made on the terms and subject to the conditions set out below and referred to in Appendix I to this Announcement will also be subject to the full terms to be set out in the Offer Document and, in the case of certificated Birmingham City Shares, in a Form of Acceptance, will be made on the following basis: 100 pence in cash for each Birmingham City Share The Offer values the entire issued share capital of Birmingham City at approximately GBP81.51 million and represents a premium of approximately 55 per cent. to the Closing Price of 64.5 pence per Birmingham City Share on 20 August 2009, being the last Business Day prior to this Announcement, a premium of approximately 150 per cent. to the Closing Price of 40 pence per Birmingham City Share on 11 August 2009, being the last Business Day prior to the commencement of the Offer Period and a premium of approximately 240 per cent. over the average Closing Price for the 6 month period prior to this Announcement of 29.4 pence per Birmingham City Share. The Offer will extend to all Birmingham City Shares (other than those owned by Grandtop) unconditionally allotted or issued and fully paid (or credited as fully paid) on the date of the Offer and any Birmingham City Shares which are unconditionally allotted or issued and fully paid whilst the Offer remains open for acceptance or by such earlier date as Grandtop may, subject to the City Code, decide, not being earlier than the date on which the Offer becomes or is declared unconditional as to acceptances. The Offer will be extended to any holders of Birmingham City Shares to which the Offer relates unconditionally allotted or issued whilst the Offer remains open for acceptance. The Birmingham City Shares to which the Offer relates will be acquired by Grandtop fully paid, or credited as fully paid, and free from all liens, equitable interests, mortgages, charges, encumbrances, rights of pre-emption and other third party rights or interests of any nature whatsoever and together with all rights now or hereafter attaching to them, including all voting rights and the right to receive and retain all dividends and other distributions (if any) declared, made or paid on or after the date of this Announcement. 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 legal or regulatory requirements. Grandtop has agreed to place the Deposit in a deposit escrow, subject to the terms of the Escrow Agreement. In the event that the Offer becomes or is declared unconditional in all respects by 30 October 2009, the Deposit will be used to satisfy in part the consideration payable to Birmingham Shareholders who accept the Offer; otherwise the Deposit will on that date be released to Birmingham City, unless prior to that date any of the providers of the Irrevocable Undertakings are in breach of the terms of the Irrevocable Undertakings or any member of the Birmingham City Board or its advisors indicate publicly that such board will not or may not unanimously recommend acceptance of the Offer, in each of which cases the Deposit will be used to satisfy in part the consideration payable to Birmingham Shareholders or be returned to Grandtop. The terms of the Escrow Agreement require the Offer to be declared unconditional in all respects on the first closing date of the Offer. 4. Information on Birmingham City The information in this Announcement concerning Birmingham City has been extracted from publicly available sources only. Birmingham City was incorporated on 14 January 1997. Its principal activity is that of a holding company. Birmingham City F.C., a professional football club, was founded in 1875 and is owned and operated by Birmingham City's sole subsidiary. Birmingham City's share capital is admitted to trading on AIM. The Birmingham City Group's main assets consist of freehold land and buildings, acquired players' registrations, fixtures and equipment, and motor vehicles in the United Kingdom. Based approximately one mile from the centre of Birmingham, Britain's second most populous city, Birmingham City F.C. benefits from one of the largest population catchment areas in the UK. Birmingham City's consolidated financial statements for the year ended 31 August 2008 showed turnover of GBP49.8 million (2007 GBP25.0 million), profit before taxation of of GBP4.3 million (2007 loss of GBP6.6 million) and net assets of GBP11.6 million (2007 GBP9.0 million). Its unaudited consolidated interim results for the six months ended 28 February 2009 showed a loss before tax of GBP3.8 million on turnover from continuing operations of GBP15.6 million for that six month period. 5. Information on Grandtop Grandtop was incorporated in the Cayman Islands on 21 June 2002 and listed on the Main Board of the Hong Kong Stock Exchange on 12 November 2002. Its registered office is Unit 3008, 30/F, West Tower, Shun Tak Centre, 168-200 Connaught Road Central, Hong Kong. The current Directors of Grandtop are Yeung Ka Sing, Carson, Hui Ho Luek, Vico, Steven McManaman, Fan Zhi Yi, Lee Yiu Tung, Ip Wing Lun, Wong Po Ling, Pauline, Christian Lali Karembeu, Chan Wai Keung, Chang Kin Man, Yau Yan Ming, Raymond, and Zhou Han Ping. Significant shareholders of Grandtop include Mr. Yeung Ka Sing, Carson who (together with his controlled corporations) has a 14.54 per cent. interest in Grandtop's issued share capital. Mr. Hui Ho Luek, Vico holds or is interested in (together with his controlled corporations and associates) a 6.22 per cent. interest in Grandtop's issued share capital. Grandtop is an investment holding company and the principal activities of its subsidiaries are providing apparel sourcing services, sportswear and apparel trading, and entertainment. Grandtop's audited financial statements for the year ended 31 March 2009 showed revenue of HK$10.6 million (31 March 2008: HK$20.6 million), loss before taxation and after impairment losses of HK$91.7 million (31 March 2008: loss of HK$151.7 million) and net liabilities of HK$65.2 million (31 March 2008: net assets HK$12.6 million). 6. Management and Employees The Grandtop Directors acknowledge the significant contribution made by Birmingham City's existing directors and senior management and their stewardship of the Club culminating in Birmingham City's return to the Premier League for the 2009/2010 season following automatic promotion from the Football League Championship in May 2009. The Grandtop Directors will seek a smooth transition of ownership and they anticipate continuing to work with the executive directors of Birmingham City. The Grandtop Directors intend that Karren Brady will continue in her role of managing director, and that other existing members of the senior management team will also continue to be involved in the ongoing business of Birmingham City. In addition, the Grandtop Directors intend that David Gold continues his long association with Birmingham City in an ongoing capacity of Honorary Chairman of the Club. The desire for a smooth transition extends to the management of the football team and the Grandtop Directors intend to give the existing manager of the Club, Alex McLeish and his team of backroom staff their full support. Subject to the Offer becoming or being declared unconditional in all respects, it is intended that two Grandtop Directors, being Mr. Yeung Ka Sing, Carson and Mr. Hui Ho Luek, Vico will join the Birmingham City Board. The Grandtop Board anticipate that David Sullivan will resign as a non executive director of Birmingham City upon the Offer becoming or being declared unconditional in all respects in order to concentrate on his other interests. The existing employment rights, including pension rights, of all of Birmingham City's employees will be fully safeguarded upon the Offer becoming or being declared unconditional in all respects. 7. Compulsory acquisition and cancellation of trading on AIM If the Offer becomes or is declared unconditional in all respects and if sufficient acceptances are received, Grandtop intends to apply the provisions of sections 979 to 982 (inclusive) of the 2006 Act to acquire compulsorily any remaining Birmingham City Shares. In addition, as soon as it is appropriate to do so, and subject to the conditions of the Offer having been satisfied or (if capable of waiver) waived and subject to any applicable legal or regulatory requirements, Grandtop intends to procure that Birmingham City applies to the London Stock Exchange for the cancellation of the admission of Birmingham City Shares to trading on AIM. It is anticipated that should such an application be made the cancellation of Birmingham City's admission to trading will take effect either: (i) no earlier than twenty Business Days after Grandtop announces that all conditions to the Offer have been satisfied or (if capable of waiver) waived in the event that less than 75 per cent. valid acceptances are received pursuant to the Offer and provided Birmingham City Shareholders approve the cancellation in general meeting; or (ii) should valid acceptances be received pursuant to the Offer which when combined with the Birmingham City Shares which Grandtop already owns results in Grandtop owning 75 per cent. or more of the Birmingham City Shares. Birmingham City Shareholders should note that the cancellation of the admission to trading of Birmingham City Shares on AIM will significantly reduce the liquidity and marketability of Birmingham City Shares which are not acquired under the Offer and their value may be materially and adversely affected as a consequence. The cancellation of admission would significantly reduce the liquidity and marketability of any Birmingham City Shares held by persons who have not accepted the Offer at that time. It is proposed that, following the Offer becoming or being declared unconditional in all respects and subject to the extent of Grandtop's interest in Birmingham City at the relevant time, Birmingham City will be re-registered as a private company. 8. HK Listing Rules implications and Grandtop Shareholder approval The acquisition of the Birmingham City Shares by Grandtop pursuant to the Offer constitutes a very substantial acquisition for Grandtop under the HK Listing Rules, and is subject to the applicable announcement and shareholder approval requirements under the HK Listing Rules. Those rules require the Acquisition to be approved by a simple majority of those Grandtop Shareholders which attend and vote at the Grandtop Meeting(s) prior to the Offer being declared unconditional in all respects. Grandtop Shareholders holding in aggregate approximately 20.76 per cent. of the entire issued share capital of Grandtop have irrevocably undertaken to vote in favour of any resolutions to approve the Acquisition at the Grandtop Meeting(s). A circular containing information regarding the Offer, the notice to convene the Grandtop Meeting(s) to approve the Offer and certain other information as required under the HK Listing Rules will be despatched to Grandtop Shareholders as soon as practicable. The Grandtop Directors consider that the acquisition of Birmingham City Shares pursuant to the Offer is fair and reasonable and is in the interests of the Grandtop Shareholders as a whole. 9. Financing the Offer Full acceptance of the Offer will require the payment by Grandtop of GBP57,129,025 in cash. Grandtop intends to finance the cash consideration payable under the Offer from its own cash resources including funds which have been raised pursuant to a new loan facility which has been drawn down for the purpose of settling the consideration payable under the Offer. Grandtop has granted a security interest over the Birmingham City Shares owned and to be acquired by Grandtop, as part of the security for that new loan facility. Grandtop will, subject to satisfaction of certain conditions, including the approval of Grandtop Shareholders, be making an underwritten open offer to its shareholders in order, amongst other things, to re-finance the new loan facility in due course. BDO Stoy Hayward Corporate Finance has confirmed that the necessary financial resources are available to Grandtop to satisfy the GBP57,129,025 of cash consideration payable under the Offer in the event of full acceptance of the Offer. 10. General The Offer Document and Forms of Acceptance, containing the full terms of the Offer, will be posted to Birmingham City Shareholders as soon as possible, but in any event, within 28 days of the date of this Announcement, unless otherwise agreed with the Panel. The conditions to the Offer are set out in Appendix I to this Announcement and, together with certain further terms of the Offer, will also be set out in full in the Offer Document and, in the case of certificated Birmingham City Shares, in the Form of Acceptance. In deciding whether to accept the Offer, Birmingham City Shareholders should rely on the information contained in, and follow the procedures described in, the Offer Document and, if applicable, the Form of Acceptance. The availability of the Offer to Birmingham City Shareholders not resident in or citizens of the United Kingdom may be affected by the laws of the relevant jurisdictions in which they are citizens or in which they are resident. Such persons should inform themselves about and observe any applicable legal or regulatory requirements of any such relevant jurisdiction. In particular, the Offer is not being made, directly or indirectly, in, into or from or by the use of the mails of or any means or instrumentality (including, without limitation, by means of facsimile transmission, telex, telephone, internet or other forms of electronic communication) of interstate or foreign commerce of, or by any facility of a national, state or other securities exchange of, any Restricted Jurisdiction, or in any other jurisdiction if to do so would constitute a violation of the relevant laws of such jurisdiction and the Offer, when made, will not be capable of acceptance by any such use, means, instrumentality or facility from or within any Restricted Jurisdiction where to do so would constitute a breach of any relevant securities laws of that Restricted Jurisdiction. Accordingly, copies of this Announcement are not being, and must not be, mailed or otherwise distributed or sent in or into or from any Restricted Jurisdiction or any such other jurisdiction. Doing so may render invalid any purported acceptance of the Offer. Grandtop will retain the right to permit the Offer to be accepted and any sale of any securities pursuant to the Offer to be completed if, in its sole discretion, it is satisfied that the transaction in question can be undertaken in compliance with applicable law and regulation. Any persons who are subject to the laws of any jurisdiction other than the United Kingdom should inform themselves about, and observe any applicable legal or regulatory requirements. Further information in relation to overseas Birmingham City Shareholders will be set out in the Offer Document. This Announcement does not constitute, or form part of, an offer or an invitation to purchase or subscribe for any securities. The Offer will be made solely by way of the Offer Document and, where appropriate, the related Form of Acceptance which together will contain the full terms and conditions of the Offer, including details of how the Offer may be accepted. Birmingham City Shareholders who accept the Offer may only rely on the Offer Document and, where appropriate, the related Form of Acceptance for all the terms and the condition of the Offer. In deciding whether or not to accept the Offer in relation to their Birmingham City Shares, Birmingham City Shareholders should rely only on the information contained, and procedures described, in the Offer Document and, where appropriate, the related Form of Acceptance. Birmingham City Shareholders are strongly advised to read the Offer Document being posted to them shortly, or in any event within 28 days of this Announcement (other than with the agreement of the Panel), which contains important information. BDO Stoy Hayward Corporate Finance is acting exclusively for Grandtop and no one else in connection with the Offer and will not be responsible to anyone other than Grandtop for providing the protections afforded to customers of BDO Stoy Hayward Corporate Finance or for providing advice in relation to the Offer or any other matter referred to herein. BDO Stoy Hayward Corporate Finance has given its written consent to the release of this Announcement containing references to its name in the form and context in which they appear. The Grandtop Directors accept responsibility for the information contained in this Announcement. To the best of the knowledge and belief of the Grandtop Directors (who have taken all reasonable care to ensure that such is the case), the information contained in this Announcement for which they accept responsibility is in accordance with the facts and does not omit anything likely to affect the import of such information. This Announcement contains certain forward-looking statements with respect to (amongst other things) the financial condition, results of operations and business of the Birmingham City and certain plans and objectives of the Grandtop Board. These forward-looking statements, without limitation, can be identified by the fact that they do not relate only to historical or current facts. Forward-looking statements often use words such as "anticipate", "expect", "estimate", "intend", "plan", "believe", "will", "may", "should", "would", "could" or other words of similar meaning. These statements are based on assumptions and assessments made by the Grandtop Directors in light of their experience and their perception of historical trends, current conditions, expected future developments and other factors they believe appropriate. By their nature, forward-looking statements involve risk and uncertainty, and the factors described in the context of such forward-looking statements in this Announcement could cause actual results and developments to differ materially from those expressed in or implied by such forward-looking statements, which are not guarantees of future performance. Should one or more of these risks or uncertainties materialise, or should underlying assumptions prove incorrect, actual results may vary materially from those described in this Announcement. Birmingham City and Grandtop assume no obligation to update or correct the information contained in this Announcement, whether as a result of new information, future events or otherwise, except to the extent legally required. The statements contained in this Announcement are made as at the date of this Announcement, unless some other time is specified in relation to them, and service of this Announcement shall not give rise to any implication that there has been no change in the facts set out in this Announcement since such date. Nothing contained in this Announcement shall be deemed to be a forecast, projection or estimate of the future financial performance of Birmingham City except where expressly stated. In accordance with Rule 19.11 of the Code, a copy of this announcement will be published on Grandtop's investor relations website at www.irasia.com/listco/hk/grandtop/index.htm. Certain disclosure requirements in respect of the Offer are set out in Rule 8 of the Code. In particular, 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 Birmingham City, 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 Birmingham City, they will be deemed to be a single person for the purpose of Rule 8.3 of the Code. Under the provisions of Rule 8.1 of the Code, all "dealings" in "relevant securities" of Birmingham City by Grandtop or Birmingham City, or by any of their respective "associates" (within the meaning of the Code), must also be disclosed by no later than 12.00 p.m. (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 of the Code, you should consult the Panel. This Announcement does not constitute, or form part of, an offer or invitation to purchase any securities. APPENDIX I Conditions and certain further terms of the Offer The Offer is subject to and will comply with the rules and regulations of the London Stock Exchange and the FSA and the provisions of the City Code and other applicable legal or regulatory requirements. The Offer and any acceptances under it will be governed by English law and be subject to the jurisdiction of the courts of England. The Offer, which will be made by Grandtop, will be subject to the terms and conditions to be set out in full in the Offer Document and, where appropriate, the Form of Acceptance, including: (a) valid acceptances being received (and not, where permitted, withdrawn) by not later than 1.00 p.m. (London time) on the first closing date of the Offer (or such later time(s) and/or date(s) as Grandtop may, subject to the rules of the City Code, decide) in respect of not less than 65 per cent (or such lower percentage as Grandtop may decide) in nominal value of the Birmingham City Shares to which the Offer relates, provided that this condition will not be satisfied unless Grandtop and/or its wholly owned subsidiaries shall hold, have acquired or agreed to acquire (whether pursuant to the Offer or otherwise) Birmingham City Shares carrying in aggregate more than 50 per cent of the voting rights then normally exercisable at a general meeting of Birmingham City, including for this purpose (except to the extent otherwise agreed by the Panel) any such voting rights attaching to any Birmingham City 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; and for this purpose: (i) the expression "Birmingham City Shares to which the Offer relates" shall be construed in accordance with Sections 979 to 982 of the 2006 Act; (ii) Birmingham City Shares which have been unconditionally allotted but not issued shall be deemed to carry the voting rights which they will carry upon issue; and (iii) valid acceptances shall be deemed to have been received in respect of Birmingham City Shares which are treated for the purposes of Section 979 of the 2006 Act as having been acquired or contracted to be acquired by Grandtop by virtue of acceptances of the Offer; (b) the passing at the Grandtop Meeting(s) (or at any adjournment of such meeting(s)) of such resolutions as may be necessary as required under the HK Listing Rules or other applicable regulations or applicable laws, in order to approve, implement, and effect the Offer and the acquisition of the Birmingham City Shares pursuant to the Offer; (c) no Third Party having intervened 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 (in any case to an extent which is material in the context of the Grandtop Group or the Birmingham City Group, as the case may be, taken as a whole) to: (i) make the Offer, its implementation or the acquisition or proposed acquisition by Grandtop or any member of the Wider Grandtop Group of any shares or other securities in, or control or management of, Birmingham City or any member of the Wider Birmingham City 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 Birmingham City Shares or the acquisition of control of Birmingham City or the Wider Birmingham City Group by Grandtop; (ii) limit or delay the ability of any member of the Wider Grandtop Group or any member of the Wider Birmingham City 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 Birmingham City Group or any member of the Wider Grandtop Group; (iii) require, prevent or delay the divestiture or alter the terms envisaged for any proposed divestiture by any member of the Wider Grandtop Group of any shares or other securities in Birmingham City; (iv) require, prevent or delay the divestiture or alter the terms envisaged for any proposed divestiture by any member of the Wider Grandtop Group or by any member of the Wider Birmingham City 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) except pursuant to Part 28 of the 2006 Act, require any member of the Wider Grandtop Group or of the Wider Birmingham City Group to acquire, or to offer to acquire, any shares or other securities (or the equivalent) in any member of either group owned by any third party; (vi) limit the ability of any member of the Wider Grandtop Group or of the Wider Birmingham City Group to conduct or integrate 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 Grandtop Group or of the Wider Birmingham City Group; (vii) result in any member of the Wider Birmingham City Group or the Wider Grandtop Group ceasing to be able to carry on business under any name under which it presently does so; or (viii) otherwise adversely affect the business, assets, profits, financial or trading position or prospects of any member of the Wider Birmingham City Group or of the Wider Grandtop Group, and all applicable waiting and other time periods during which any Third Party could intervene under the laws of any relevant jurisdiction having expired, lapsed or been terminated; (d) all notifications and filings which are necessary or are reasonably considered appropriate by Grandtop having been made, all appropriate waiting and other time periods (including any extensions of such waiting and other time periods) under any applicable legislation or regulation of any relevant jurisdiction having expired, lapsed or been terminated (as appropriate) and all statutory or regulatory obligations in any relevant jurisdiction having been complied with in each case in connection with the Offer or the acquisition or proposed acquisition of any shares or other securities in, or control of, Birmingham City or any other member of the Wider Birmingham City Group by any member of the Wider Grandtop Group or the carrying on by any member of the Wider Birmingham City Group of its business; (e) all authorisations which are necessary or are reasonably considered necessary or appropriate by Grandtop 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 of, Birmingham City or any other member of the Wider Birmingham City Group by any member of the Wider Grandtop Group or the carrying on by any member of the Wider Birmingham City Group of its business having been obtained, in terms and in a form reasonably satisfactory to Grandtop, from all appropriate Third Parties and from any persons or bodies with whom any member of the Wider Birmingham City Group has entered into contractual arrangements in each case where the absence of such authorisation would have a material adverse effect on the Birmingham City 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; (f) except as publicly announced by Birmingham City (by the delivery of an announcement to a Regulatory Information Service) prior to 21 August 2009 or as fairly disclosed in writing to Grandtop by or on behalf of Birmingham City prior to 21 August 2009, there being no provision of any arrangement, agreement, licence, permit, franchise or other instrument to which any member of the Wider Birmingham City 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, Birmingham City or any other member of the Wider Birmingham City Group by any member of the Wider Grandtop Group or otherwise, could or might reasonably by expected to result in, (in any case to an extent which is or would be material in the context of the Birmingham City Group taken as a whole): (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 Birmingham City 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 Birmingham City 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 Birmingham City 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 Birmingham City 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 Birmingham City Group being or falling to be disposed of or ceasing to be available to any member of the Wider Birmingham City 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 Birmingham City Group otherwise than in the ordinary course of business; (v) any member of the Wider Birmingham City Group ceasing to be able to carry on business under any name under which it presently does so; (vi) the creation of liabilities (actual or contingent) by any member of the Wider Birmingham City Group; (vii) the rights, liabilities, obligations or interests of any member of the Wider Birmingham City 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, adversely modified or affected; or (viii) the financial or trading position or the prospects or the value of any member of the Wider Birmingham City Group being prejudiced or adversely affected, and no event having occurred which, under any provision of any such arrangement, agreement, licence, permit or other instrument, could result in any of the events or circumstances which are referred to in paragraphs (i) to (viii) of this condition (f) in any case to an extent which is or would be material in the context of the Birmingham City Group taken as a whole; (g) since 31 August 2008 and except as disclosed in Birmingham City's annual report and accounts for the year then ended or in Birmingham City's interim results for the six months ended 28 February 2009 or as otherwise publicly announced by Birmingham City (by the delivery of an announcement to a Regulatory Information Service) prior to 21 August 2009 or as otherwise fairly disclosed in writing to Grandtop by or on behalf of Birmingham City prior to 21 August 2009 no member of the Wider Birmingham City Group having: (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 other than as between Birmingham City and wholly-owned subsidiaries of Birmingham City; (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 bonus, dividend or other distribution whether payable in cash or otherwise (other than to Birmingham City or a wholly-owned subsidiary of Birmingham City); (iv) made or authorised any change in its loan capital; (v) (other than any acquisition or disposal in the ordinary course of business or a transaction between Birmingham City and a wholly-owned subsidiary of Birmingham City) merged with, demerged or acquired or disposed of or transferred, mortgaged or 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 (which in any case is material in the context of the Birmingham City Group taken as a whole); (vi) issued or authorised the issue of, or made any change in or to, any debentures or (except in the ordinary course of business) incurred or increased any indebtedness or liability (actual or contingent) which in any case is material in the context of the Birmingham City Group taken as a whole; (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 is or could involve an obligation of such nature or magnitude; or (B) could restrict the business of any member of the Wider Birmingham City Group; or (C) is other than in the ordinary course of business, and which in any case is material in the context of the Birmingham City Group taken as a whole; (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 Birmingham City Group otherwise than in the ordinary course of business which in any case is material in the context of the Birmingham City Group taken as a whole; (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 Birmingham City 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 all or any material part of its assets and revenues or any analogous proceedings in any jurisdiction or appointed any analogous person in any jurisdiction which in any case is material in the context of the Birmingham City Group taken as a whole; (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 in any case with a material adverse effect on the Birmingham City Group taken as a whole; (xii) waived or compromised any claim which is material in the context of the Birmingham City Group taken as a whole; (xiii) made any alteration to its memorandum or articles of association which is material in the context of the Offer; (xiv) 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 (g); (h) since 31 August 2008 and except as disclosed in Birmingham City's annual report and accounts for the year then ended or in Birmingham City's interim results for the six months ended 28 February 2009 or as otherwise publicly announced by Birmingham City (by the delivery of an announcement to a Regulatory Information Service) prior to 21 August 2009 or as otherwise fairly disclosed in writing to Grandtop by or on behalf of Birmingham City prior to 21 August 2009: (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 Birmingham City Group which in any case is material in the context of the Birmingham City Group taken as a whole; (ii) no contingent or other liability of any member of the Wider Birmingham City Group having arisen or become apparent or increased which in any case is material in the context of the Birmingham City Group taken as a whole; (iii) no litigation, arbitration proceedings, prosecution or other legal proceedings to which any member of the Wider Birmingham City Group is or may become a party (whether as plaintiff, defendant or otherwise) having been threatened, announced, implemented or instituted by or against or remaining outstanding against or in respect of any member of the Wider Birmingham City Group which in any case is material in the context of the Birmingham City 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, implemented, instituted by or against or remaining outstanding against or in respect of any member of the Wider Birmingham City Group which in any case is material in the context of the Birmingham City Group taken as a whole; (i) Grandtop not having discovered: (i) that any financial or business or other information concerning the Wider Birmingham City Group disclosed at any time by or on behalf of any member of the Wider Birmingham City Group, whether publicly, to any member of the Wider Grandtop Group or otherwise, is misleading or contains any misrepresentation of fact or omits to state a fact necessary to make any information contained therein not misleading and which was not subsequently corrected before 21 August 2009 by disclosure either publicly by way of a Regulatory Information Service or otherwise fairly disclosed in writing to Grandtop before such date, to an extent which in any case is material in the context of the Birmingham City Group as a whole; (ii) that any member of the Wider Birmingham City Group is subject to any liability (actual or contingent) which is not disclosed in Birmingham City's annual report and accounts for the financial year ended 31 August 2008 and which in any case is material in the context of the Birmingham City Group taken as a whole; or (iii) any information which affects the import of any information disclosed at any time by or on behalf of any member of the Wider Birmingham City Group to an extent which is material in the context of the Birmingham City Group taken as a whole. For the purpose of these conditions: (a) "Third Party" means any 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 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 or otherwise having done anything and "intervene" shall be construed accordingly; (c) "Authorisations" means authorisations, orders, grants, recognitions, determinations, certificates, confirmations, consents, licences, clearances, provisions and approvals; (d) "Wider Grandtop Group" means Grandtop and its subsidiaries and subsidiary undertakings and associated undertakings (including any company in which any member of the Grandtop Group is interested or any undertaking in which Grandtop and such undertakings (aggregating their interests) have a direct or indirect interest in 20 per cent. or more of the voting equity capital of an undertaking); and (e) "Wider Birmingham City Group" means Birmingham City and its subsidiaries and subsidiary undertakings and associated undertakings (including any company in which any member of the Birmingham City Group is interested or any undertaking in which Birmingham City and such undertakings (aggregating their interests) have a direct or indirect interest in 20 per cent. or more of the voting equity capital of an undertaking). Subject to the requirements of the Panel, Grandtop reserves the right to waive all or any of the above conditions, in whole or in part, except conditions (a) and (b). Conditions (b) to (i) (inclusive) must be fulfilled, be determined by Grandtop to be or remain satisfied or (if capable of waiver) be waived by midnight on 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 Grandtop may, with the consent of the Panel, decide), failing which the Offer will lapse. Grandtop shall be under no obligation to waive (if capable of waiver), to determine to be or remain satisfied or to treat as fulfilled any of conditions (b) to (i) (inclusive) by a date earlier than the latest date specified above for the fulfilment of that condition. If the Offer lapses it will cease to be capable of further acceptance. Birmingham City Shareholders who have accepted the Offer and Grandtop shall then cease to be bound by acceptances delivered on or before the date on which the Offer lapses. The Offer will extend to all Birmingham City Shares whilst the Offer remains open for acceptance. APPENDIX II Bases and Sources In this Announcement, unless otherwise stated or the context otherwise requires, the following bases and sources have been used: 1. General Financial information relating to Birmingham City has been extracted from the relevant published annual report and accounts of Birmingham City and/or public statements made by Birmingham City. 2. Value of the Offer The Offer values the entire issued share capital of Birmingham City at GBP81,505,000, based on 81,505,000 Birmingham City Shares being in issue as at the date of this Announcement. 3. Share prices The prices of Birmingham City Shares on a particular date are derived from the Closing Price for that date. 4. Time All the times referred to in this Announcement are London times. APPENDIX III Irrevocable Undertakings Details of the Irrevocable Undertakings granted to Grandtop to accept or to procure the acceptance of the Offer are as follows: +----------------------------+------------------+----------------------------------+ | Name | No. of | Approximate percentage of | | | Birmingham City | Birmingham City's issued share | | | Shares | capital | | | | as at the date of the | | | | Irrevocable Undertaking | +----------------------------+------------------+----------------------------------+ | David Sullivan as trustee | 10,924,137 | 13.40% | | of the Roldvale & | | | | Associated Pension Scheme | | | | Birch Hall | | | | Coppice Row | | | | Theydon Bois | | | | Essex | | | | CM16 7DR | | | +----------------------------+------------------+----------------------------------+ | Conegate Limited | 9,000,690 | 11.04% | | registered office | | | | Ramillies House | | | | Ramillies Street | | | | London | | | | W1F 7LN | | | +----------------------------+------------------+----------------------------------+ | David Gold | 10,619,786 | 13.03% | | The Chalet | | | | Tupwood Road | | | | Caterham | | | | Surrey | | | | CR3 6ET | | | +----------------------------+------------------+----------------------------------+ | Ralph Gold | 10,212,413 | 12.53% | | Brakey Hill House | | | | Tilburston Hill Road | | | | Godston | | | | Surrey | | | | RH0 8LY | | | +----------------------------+------------------+----------------------------------+ APPENDIX IV Definitions The following definitions apply throughout this Announcement unless the context requires otherwise: +------------------------------+-----------------------------------------------+ | "2006 Act" | the Companies Act 2006, to the extent in | | | force; | +------------------------------+-----------------------------------------------+ | "Acquisition" | the proposed acquisition of the Birmingham | | | City Shares by Grandtop to be effected by | | | means of the Offer | +------------------------------+-----------------------------------------------+ | "AIM" | the AIM market operated by the London Stock | | | Exchange | +------------------------------+-----------------------------------------------+ | "Announcement" | this document made in accordance with Rule | | | 2.5 of the City Code | +------------------------------+-----------------------------------------------+ | "Australia" | The Commonweath of Australia, its states, | | | territories and possessions and all areas | | | under its jurisdiction and all political | | | sub-divisions thereof. | +------------------------------+-----------------------------------------------+ | "BDO Stoy Hayward Corporate | a division of BDO Stoy Hayward LLP, Chartered | | Finance" | Accountants, which is authorised and | | | regulated in the UK by the Financial Services | | | Authority to carry on investment business, | | | the financial adviser to Grandtop in respect | | | of the Offer | +------------------------------+-----------------------------------------------+ | "Birmingham City Board" | the board of directors of Birmingham City | +------------------------------+-----------------------------------------------+ | "Birmingham City Group" | Birmingham City and its subsidiary | +------------------------------+-----------------------------------------------+ | "Birmingham City | a holder of Birmingham City Shares | | Shareholder" | | +------------------------------+-----------------------------------------------+ | "Birmingham City Shares" | the existing unconditionally allotted or | | | issued and fully paid ordinary shares of | | | GBP0.10 each in the capital of | | | Birmingham City and further such shares which | | | may be issued or unconditionally allotted and | | | fully paid prior to the time and date on | | | which the Offer closes or by such earlier | | | date and time as Grandtop may decide | +------------------------------+-----------------------------------------------+ | "Birmingham City Shares to | Birmingham City Shares other than those which | | which the Offer relates" | Grandtop already holds | +------------------------------+-----------------------------------------------+ | "Birmingham City" | Birmingham City PLC | +------------------------------+-----------------------------------------------+ | "Business Day" | a day (excluding Saturdays) on which banks | | | are generally open in London for transaction | | | of normal banking business | +------------------------------+-----------------------------------------------+ | "Canada" | Canada, its provinces and territories and all | | | areas under its jurisdiction and political | | | sub-divisions thereof | +------------------------------+-----------------------------------------------+ | "certificated" | a share or security which is not held in | | | electronic form | +------------------------------+-----------------------------------------------+ | "City Code" or "Code" | the City Code on Takeovers and Mergers | +------------------------------+-----------------------------------------------+ | "Closing Price" | the closing middle market price of | | | Birmingham City as derived from London Stock | | | Exchange | +------------------------------+-----------------------------------------------+ | "Club" | Birmingham City Football Club | +------------------------------+-----------------------------------------------+ | "Deposit" | the GBP3,000,000 sum held in escrow in | | | accordance with the terms of the Escrow | | | Agreement | +------------------------------+-----------------------------------------------+ | "Enlarged Group" | the Grandtop Group following completion of | | | the Acquisition | +------------------------------+-----------------------------------------------+ | "Escrow Agreement" | the escrow agreement in respect of the | | | Deposit entered into between Grandtop, | | | Birmingham City, Birmingham City's solicitors | | | and BDO Stoy Hayward Corporate Finance | +------------------------------+-----------------------------------------------+ | "Form of Acceptance" | the form of acceptance and authority relating | | | to the Offer to be completed by Birmingham | | | City Shareholders who hold Birmingham City | | | Shares in certificated form and who wish to | | | accept the Offer | +------------------------------+-----------------------------------------------+ | "FSA" | the Financial Services Authority | +------------------------------+-----------------------------------------------+ | "FSMA" | the Financial Services and Markets Act 2000 | | | (as amended) | +------------------------------+-----------------------------------------------+ | "Grandtop Board" or the | the board of directors of Grandtop | | "Grandtop Directors" | | | | | +------------------------------+-----------------------------------------------+ | "Grandtop Group" | Grandtop and its subsidiaries and/or (where | | | the context requires) any one or more of them | +------------------------------+-----------------------------------------------+ | "Grandtop Meeting(s)" | any extraordinary general meeting(s) of | | | holders of Grandtop Shares to be held on one | | | or more dates which have yet to be determined | | | for the purpose of approving the Acquisition | +------------------------------+-----------------------------------------------+ | "Grandtop Shareholder" | a holder of Grandtop Shares from time to time | +------------------------------+-----------------------------------------------+ | "Grandtop Shares" | ordinary shares of HK$0.01 each in the share | | | capital of Grandtop | +------------------------------+-----------------------------------------------+ | "Grandtop" or the "Company" | Grandtop International Holdings Limited | | | (listed on the Hong Kong Stock Exchange under | | | stock code 2309) | +------------------------------+-----------------------------------------------+ | "HK Listing Rules" | the Rules Governing the Listing of Securities | | | on the Hong Kong Stock Exchange | +------------------------------+-----------------------------------------------+ | "HK$" | the lawful currency of Hong Kong | +------------------------------+-----------------------------------------------+ | "Hong Kong Stock Exchange" | the Stock Exchange of Hong Kong Limited | +------------------------------+-----------------------------------------------+ | "Irrevocable Undertakings" | those irrevocable undertakings to accept the | | | Offer as detailed in Appendix III to this | | | Announcement | +------------------------------+-----------------------------------------------+ | "Japan" | Japan, its cities, prefectures, territories | | | and possessions | +------------------------------+-----------------------------------------------+ | "London Stock Exchange" | London Stock Exchange PLC | +------------------------------+-----------------------------------------------+ | "Offer Document" | the document proposed to be posted to | | | Grandtop Shareholders containing, amongst | | | other things, the Offer | +------------------------------+-----------------------------------------------+ | "Offer Period" | the period commencing 12 August 2009 until | | | whichever of the following shall be the | | | latest: (i) 1.00 pm on the first closing date | | | of the Offer; (ii) the date on which the | | | Offer lapses; or (iii) the date on which the | | | Offer becomes or is declared unconditional as | | | to acceptances | +------------------------------+-----------------------------------------------+ | "Offer" | the offer to be made by Grandtop for the | | | entire issued and to be issued ordinary share | | | capital of Birmingham City, other than those | | | shares already owned by Grandtop, on the | | | terms and subject to the conditions set out | | | in the Offer Document and the Forms of | | | Acceptance and, where the context so | | | requires, any subsequent revision, variation, | | | extension or renewal of such offer | +------------------------------+-----------------------------------------------+ | "Panel" | the Panel on Takeovers and Mergers | +------------------------------+-----------------------------------------------+ | "PRC" | People's Republic of China | +------------------------------+-----------------------------------------------+ | "Regulatory Information | any information service authorised by the FSA | | Service" | for the purpose of disseminating regulatory | | | announcements | +------------------------------+-----------------------------------------------+ | "Restricted Jurisdiction" | subject always to the requirements of Rule | | | 30.3 of the Code in relation to the | | | distribution of offer documentation to | | | jurisdictions outside the UK, any | | | jurisdiction where extension or acceptance of | | | the Offer would violate the law of that | | | jurisdiction, which for the avoidance of | | | doubt includes, but is not limited to the | | | United States, Canada, Australia and Japan | +------------------------------+-----------------------------------------------+ | "RMB" | the lawful currency of the PRC | +------------------------------+-----------------------------------------------+ | "UK" or the "United Kingdom" | The United Kingdom of Great Britain and | | | Northern Ireland (and its dependent | | | territories) | +------------------------------+-----------------------------------------------+ | "GBP" | UK pounds Sterling | +------------------------------+-----------------------------------------------+ | "United States" | the United States of America, its territories | | | and possessions, any state of the United | | | States of America and the District of | | | Columbia | +------------------------------+-----------------------------------------------+ The expressions 'subsidiary', 'subsidiary' undertaking', 'undertaking' and 'associated undertaking' in relation to a company incorporated in the UK have the meanings given by the Companies Act 1985 including any statutory modification or reenactment thereof for the time being in force . All references to time in this document are to London time. This information is provided by RNS The company news service from the London Stock Exchange END OFFPUUBARUPBPUU
1 Year Birmingham City Chart |
1 Month Birmingham City Chart |
It looks like you are not logged in. Click the button below to log in and keep track of your recent history.
Support: +44 (0) 203 8794 460 | support@advfn.com
By accessing the services available at ADVFN you are agreeing to be bound by ADVFN's Terms & Conditions