These are just extracts from the recommendations made to shareholders,prior to the formal offer documents being issued.
Make your own mind up about what you would have done at the time, without the benefit of hindsight.
Kop Football Limited
06 February 2007
6 February 2007
Recommended Cash Offer
by
Kop Football Limited ('Kop')
For
The Liverpool Football Club And Athletic Grounds Plc
('Liverpool')
As part of the process of securing new investment in the Club, on 4 December
2006, Liverpool confirmed that it had entered into a period of exclusive
negotiations with Dubai International Capital ('DIC') about a possible
investment in the Club. Prior to this time, George Gillett Jnr. and his advisers
had been in discussions with the Liverpool board regarding a possible offer for
the Club.
Once the exclusivity period with DIC had ended without resolution, and following
a new proposal being received by the Club from George Gillett Jnr. and Thomas O.
Hicks, discussions were held between George Gillett Jnr., Thomas O. Hicks and
Liverpool with a view to consummating a transaction, which would be in the best
interests of the Liverpool Shareholders and be the best transaction for the
future stability and success of the Club.
These discussions have resulted in the Offer by Kop. The Board of Liverpool
believes that the Offer is fair and reasonable and has received assurances that
Kop has access to the finance that is required to realise the Club's immediate
ambitions and that Kop at the same time truly recognises and appreciates
Liverpool's unique history and tradition. Kop shares the wishes and ambitions of
the fans for the Club to be playing top quality football in a new stadium, which
it believes will take Liverpool to a new level of success in the Barclays
Premiership and Europe. It is also recognised that the new stadium is a catalyst
for the regeneration of the local area furthering the Club's involvement with
the local community in and around Anfield.
Kop is fully aware of the current requirements of Liverpool and accordingly,
Kop:
• intends to build, as soon as reasonably practicable, the proposed new
60,000 seat stadium at Stanley Park for which the Club has already received
planning permission and to facilitate the financing of its construction;
• is committed to an annual budget for player transfers and is able to
supplement this should Liverpool's management and Kop agree additional
funds are required; and
• is supportive of both the current executives and football team
management at Liverpool to provide stability to the Club.
The Gillett and Hicks families have a strong appreciation of the special
tradition and heritage of the Club and will do everything in their power to
uphold the cherished traditions and continue to enhance the reputation of the
Club. Liverpool Football Club is a club of outstanding historical wealth and the
Gillett and Hicks families hope that they can be a part of a successful future
at the Club, together with the players, manager, coaches, staff members and,
most importantly, the fans.
Kop understands that to ensure that the Club remains as one of the top clubs in
the FA Premier League it needs to move to a new state of the art stadium with an
increased capacity from its current home of Anfield. As such, the families have
indicated their intention to take forward the Stanley Park development, for
which planning permission has already been received, and intend to commence the
process of building one of the leading stadia in Europe. Kop recognises the
importance of a new stadium to the Club and its objective is to ensure that the
Club has the appropriate resources and infrastructure for a football club with
the history and stature in the world of football which Liverpool has and in
order to continue to compete at the highest level of club football.
Contrary to misinformed press reports, at no time has Kop discussed the
possibility of a shared stadium with any other football club, nor is there any
intention to do so.
The Liverpool Directors, who have been so advised by PricewaterhouseCoopers and
PKF, consider the terms of the Offer to be fair and reasonable. PKF is acting as
the independent financial adviser to Liverpool in relation to Rule 3 of the
Code. PricewaterhouseCoopers is acting as financial adviser to Liverpool.
However because PricewaterhouseCoopers has a business relationship with certain
entities associated with Mr. George Gillett Jnr. and with Mr. Thomas O. Hicks,
it is not, as a consequence, with respect to the Offer, an independent adviser
for the purposes of the Code. In providing their advice, PricewaterhouseCoopers
and PKF have taken into account the commercial assessments of the Liverpool
Directors.
Accordingly, the Liverpool Directors unanimously recommend that Liverpool
Shareholders accept the Offer, as the Liverpool Directors have irrevocably
undertaken to do in respect of their own beneficial shareholdings which amount,
in aggregate, to 18,187 Liverpool Shares, representing 52.2 per cent. of the
existing issued share capital of Liverpool.
