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
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