Celtic Regulatory News (CCP)

28 Oct 2005 17:29

Celtic PLC28 October 2005 Celtic plc ("Celtic" or "the Company") Open Offer and Offer for Subscription to raise up to £15 million Key Points •Celtic aim to raise up to £15 million before costs •Funds raised to be used for establishment of a purpose-built training facility, incorporating a youth academy, football development and balance sheet strengthening •Dermot Desmond to underwrite up to £10 million •Transfer from Official List to AIM Celtic plc ("Celtic" or "the Company") Open Offer and Offer for Subscription to raise up to £15 million The Board announces that the Company proposes to raise up to £15 million, beforeexpenses, by way of an Open Offer and Offer for Subscription ("the ShareOffers"). The Company proposes to raise up to approximately £9.9 million underthe Open Offer and up to approximately £5.1 million under the Offer forSubscription. Up to £10 million to be raised under the Share Offers has beenunderwritten. Mr Dermot Desmond has agreed to underwrite up to £10 million of the ShareOffers. Mr Desmond has indicated that he does not wish to obtain control ofCeltic by reason of his underwriting of the Open Offer. Accordingly,irrespective of the take up under the Share Offers, Mr Desmond will not holdmore than 49.9 per cent of the voting rights of the Company following completionof the Share Offers. If Mr Desmond is required to subscribe for New Ordinary Shares in the ShareOffers in excess of his pro rata entitlements, it is possible that Mr Desmondwill increase the proportion of his shareholding with voting rights to more than30 per cent of the voting share capital. This would mean that, unless furtheraction is taken, Mr Desmond will, in accordance with Rule 9 of the TakeoverCode, be required to make an offer for the entire issued share capital of theCompany not then held by him. The Independent Directors of the Company are therefore seeking approval from theIndependent Shareholders for a waiver granted by the Panel from the obligationsthat would otherwise apply to Mr Desmond under Rule 9 of the Takeover Code onhis subscription for New Ordinary Shares under the Share Offers. The Share Offers The Open Offer The Open Offer is being made to Shareholders on the following basis: 1 New Ordinary Share for every 2 Existing Shares held at close of business on the Record Date, at a price of 30 pence per NewOrdinary Share, rounded down to the nearest whole number of Open Offer Shares.Fractions of Open Offer Shares will not be allotted to Shareholders under theOpen Offer but will be aggregated and subscribed for pursuant to the terms ofthe Underwriting Agreement.The Open Offer incorporates an Excess Application Facility which enables OpenOffer Shareholders to apply for New Ordinary Shares in excess of their BasicEntitlement in multiples of 500 New Ordinary Shares up to 3,000 New OrdinaryShares and thereafter in multiples of 3,000 New Ordinary Shares.Applications under the Excess Application Facility may be scaled down in such amanner as the Directors and Seymour Pierce determine if applications arereceived from Qualifying Shareholders for more than the available New OrdinaryShares. The Offer for Subscription Celtic proposes to raise up to £5.1 million before expenses by the issue of upto 17,085,961 Subscription Shares for cash at a price of 30 pence per share. Applications under the Offer for Subscription must be for a minimum of 500Subscription Shares and thereafter in multiples of 500 Subscription Shares up to3,000 Subscription Shares and thereafter in multiples of 3,000 SubscriptionShares.If valid applications are received for Subscription Shares in excess of thetotal number of Subscription Shares offered, applications from QualifyingShareholders (under the Excess Application Facility) will be given preferenceover applications from Other Applicants in such manner as the Company andSeymour Pierce shall determine. Reasons for the Share Offers and use of the proceeds The Board believes that the biggest test currently facing Celtic is to controlfootball costs whilst maintaining competitiveness both in domestic competitionsand in Europe. In this context, the Board believes it is vital to continue toimprove the Club's infrastructure, particularly relating to its ability todevelop home-grown playing talent as well as retaining and attracting a numberof experienced core players. In order to help achieve these key aims, the Board has concluded that it isappropriate to seek additional long term funding for the Company. Assuming fullsubscription of the Share Offers, the Board plans to use the net proceeds of theShare Offers in the following ways: • Establishment of a purpose-built training facility incorporating a youth academy and football development - £10m Football development is represented by investment in coaching, scouting and player development programmes at both youth and first team levels. • Balance sheet strengthening for commercial purposes including debt reduction - up to £5m If the only funds subscribed in the Share Offers are Mr Desmond's minimumunderwriting commitment of £6.1 million, those funds would be appliedprincipally towards the establishment of the purpose-built training facility. Transfer to AIM Having consulted with its advisers, the Board intends to apply for cancellationof the listing of the Shares on the Official List as it believes that there area number of benefits for Celtic to transfer its listing to AIM from the OfficialList, taking into account the size of the Company, the greater flexibility ofthe AIM Rules as against the Listing Rules and a number of other factors,including possible beneficial tax consequences for individual Shareholders. Shareholders should note that the cancellation of the listing of the Shares onthe Official List requires to be approved at the Extraordinary General Meeting. Adoption of New Articles The Board is proposing a number of changes to the terms of the CPO Shares totake account of the discount to the current Ordinary Share price of the IssuePrice. The Board is further proposing to take this opportunity to make someadditional changes to the provisions regarding the retirement of directors byrotation. A prospectus will be published by Celtic plc in connection with the proposedshare issue. Copies will be available shortly from Celtic plc, Celtic Park,Glasgow, G40 3RE and Seymour Pierce Limited, Bucklersbury House, 3 QueenVictoria Street, London, EC4N 8EL or by telephoning 0870 702 0192. This release is an advertisement and not a prospectus. Investors should onlysubscribe for Ordinary Shares in Celtic on the basis of the information set outin the prospectus referred to above. Expected timetable of principal events Record date for the Share Offers Close of business on 24 October 2005 Latest time and date for receipt of completed Proxy Forms 10 a.m. on 22 November 2005 Extraordinary General Meeting 10 a.m. on 23 November 2005 Class Meetings from 10.20 a.m. on 23 November 2005 Latest time and date for splitting Application Forms (to 3 p.m.on 16satisfy bona fide market claims only December 2005. Latest time and date for receipt of Application Forms and 3 p.m. on 20Subscription Forms and payment in full under the Share December2005Offers Cancellation of listing on the Official List 21 December 2005 Expected time and date of commencement of dealings on AIM in 8 a.m. on 22the Shares December 2005 Expected date of delivery into CREST of New Ordinary Shares 22 December 2005to be held in uncertificated form Expected date of despatch of definitive share certificates by 29 Decemberin respect of New Ordinary Shares to be held in certificated 2005form Share Offers statistics Issue Price 30pNumber of Ordinary Shares currently in issue 31,014,689Maximum number of New Ordinary Shares to be issued under theShare Offers 50,000,000Estimated net proceeds of the Share Offers (assuming fullsubscription) £14,530,000 Application forms in relation to the Open Offer are personal to QualifyingShareholders and may not be transferred except to satisfy bona fide marketclaims. The above release contains extracts from the circular to be posted to theCompany's shareholders shortly . Words and expressions defined in the circularhave the same meanings in this announcement, except when the context otherwiserequires This information is provided by RNS The company news service from the London Stock Exchange