Offer Update - Compulsory Acquisition (5941G)

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RNS Number : 5941G

Watford FC Limited

13 May 2011

Not for release, publication or distribution, in whole or in part, directly or indirectly in, into or from ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF SUCH JURISDICTION

FOR IMMEDIATE RELEASE 13 May 2011

Watford FC Limited ("WFCL")

Cash Offer for Watford Leisure PLC ("Watford Leisure)

Offer update - compulsory acquisition of Watford Leisure Shares

On 10 March 2011, WFCL announced the terms of a cash offer to acquire the entire issued and to be issued share capital of Watford Leisure. The Offer Document setting out the full terms of the Offer was posted to Watford Leisure Shareholders on 25 March 2011.

The Offer was declared wholly unconditional on 1 April 2011.

Compulsory acquisition

As at 1:00 p.m. (London time) on 12 May 2011, WFCL had received valid acceptances from Watford Leisure Shareholders in respect of 41,417,377 Watford Leisure Shares representing approximately 94.37 per cent. of the existing issued share capital of Watford Leisure. Therefore, valid acceptances have been received in respect of more than 90 per cent. of the Watford Leisure Shares to which the Offer relates.

WFCL announces that compulsory acquisition notices (the "Notices") pursuant to section 979 of the Companies Act 2006 are today being posted to those Watford Leisure Shareholders who have not yet accepted the Offer (the "Non-Assenting Shareholders") setting out WFCL's intention to acquire compulsorily all remaining Watford Leisure Shares on the same terms as the Offer.

Unless Non-Assenting Shareholders apply to court and the court orders otherwise, on the expiry of six weeks from the date of the Notices, being 24 June 2011, the Watford Leisure Shares held by Non-Assenting Shareholders who have not accepted the Offer by 24 June 2011 will be acquired compulsorily by WFCL under the terms of the Offer and such Non-Assenting Shareholders will be entitled to 1 pence in cash for each Watford Leisure Share such Non-Assenting Shareholders hold on that date.

Delisting

Watford Leisure confirmed on 28 April 2011 that an application had been made to the London Stock Exchange for the cancellation of the admission of Watford Leisure Shares to trading on AIM ("Cancellation"). Cancellation will take effect from 7.00 a.m. on Tuesday 31 May 2011.

Such cancellation of Watford Leisure's listing will significantly reduce the liquidity and marketability of any Watford Leisure Shares in respect of which the Offer has not been accepted at that time.

Procedure for acceptance of the Offer

The Offer remains open until further notice and at least 14 days' notice will be given of the closing of the Offer.

Watford Leisure Shareholders who have not yet accepted the Offer are urged to do so immediately.

To accept the Offer in respect of Watford Leisure Shares held in certificated form, Watford Leisure Shareholders must complete, sign and return the Form of Acceptance, together with their share certificate(s) or other relevant document(s) of title, in accordance with the instructions contained therein and set out in the Offer Document.

To accept the Offer in respect of Watford Leisure Shares held in uncertificated form (that is, in CREST), Watford Leisure Shareholders must follow the procedure for electronic acceptance through CREST in accordance with the instructions set out in the Offer Document. If Watford Leisure Shareholders hold their Watford Leisure Shares as a CREST sponsored member, they should refer to their CREST sponsor as only their CREST sponsor will be able to send the necessary TTE Instruction to Euroclear.

Publication on website

In accordance with Rule 19.11 of the Code, a copy of this announcement will be published, subject to certain restrictions relating to persons resident in any Restricted Jurisdiction, on Watford Leisure's website at www.watfordleisureplc.com and WFCL's website at www.watfordfcltd.co.uk, by no later than 12 noon on 16 May 2011.

For further information in relation to the Offer, please refer to the Offer Document and WFCL's announcement declaring the offer wholly unconditional on 1 April 2011.

Capitalised terms used but not defined in this announcement shall have the meaning given to them in the Offer Document.

Enquiries:

 
 Seymour Pierce Limited (Financial Adviser to WFCL) 
 Jonathan Wright       Tel: [phone] 
 Tom Sheldon           Tel: [phone] 
 

Documents made available for inspection in connection the Offer, including the Offer Document and Form of Acceptance, will be available for inspection for so long as the Offer is open for acceptance, subject to certain restrictions relating to persons resident in any Restricted Jurisdiction, on Watford Leisure's website at www.watfordleisureplc.com and WFCL's website at www.watfordfcltd.co.uk.

The WFCL Director accepts responsibility for all of the information contained in this announcement. To the best of the knowledge and belief of the WFCL Director (who has taken all reasonable care to ensure that such is the case), the information contained in this announcement for which he is responsible is in accordance with the facts and does not omit anything likely to affect the import of such information.

Seymour Pierce, which is authorised and regulated in the United Kingdom by the Financial Services Authority, is acting exclusively as financial adviser to WFCL and no-one else in connection with the Offer and will not be responsible to anyone other than WFCL for providing the protections afforded to clients of Seymour Pierce or for providing advice in relation to the Offer, the contents of this announcement or any other matter referred to herein. Neither Seymour Pierce nor any of its affiliates owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, whether in contract, in tort, under statute or otherwise) to any person who is not a client of Seymour Pierce in connection with this announcement, any statement contained herein or otherwise.

This announcement is for information purposes only and is not intended to, and does not, constitute, or form any part of, an offer to sell or an invitation to subscribe for or purchase Watford Leisure Shares or any other securities, nor shall there be any sale, issue or transfer of the securities referred to in this announcement in any jurisdiction in contravention of applicable law. The Offer is being made solely through the Offer Document, which contains the full terms and conditions of the Offer. Any acceptance in relation to the Offer should be made only on the basis of the information contained in the Offer Document. Watford Leisure Shareholders are advised to read the formal documentation in relation to the Offer carefully.

This information is provided by RNS

The company news service from the London Stock Exchange

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