THIS DOCUMENT AND THE ENCLOSED FORM OF PROXY ARE IMPORTANT AND REQUIRE YOUR
IMMEDIATE ATTENTION.
If you are in any doubt about the contents of this document or as to the action you should take, you are recommended to seek your own personal financial advice immediately from your stockbroker, bank manager, solicitor, accountant or other independent financial adviser authorised under the Financial Services and Markets Act 2000 (as amended) if you are resident in the United Kingdom or, if not, from another appropriately authorised independent financial adviser.
If you have sold or transferred all of your shares in the Company please send this document and the accompanying Form of Proxy, as soon as possible, to the purchaser or transferee or to the stockbroker, bank or other agent through whom the sale or transfer was effected for onward transmission to the purchaser or transferee.
The Directors, whose names appear on page 2 of this document, and the Company accept responsibility, collectively and individually, for the information contained in this document. To the best of the knowledge and belief of the Directors and the Company (who have taken all reasonable care to ensure that such is the case), the information contained in this document is in accordance with the facts and does not omit anything likely to affect the import of such information.
_________________________________________________________________________________
(Incorporated in England and Wales under the Companies Act 1985 with registered no. 3459344)
________________________________________________________________________________
Your attention is drawn to the letter from the Chairman of the Company which is set out on pages 2 to 7 (inclusive) of this document and which recommends you to vote in favour of the Resolutions to be proposed at the General Meeting referred to below.
Notice of a General Meeting of the Company, to be held in the Underwood Suite, the Goldsmiths Stand, Welford Road, Leicester at 11.30 a.m. on Wednesday 19 August 2015, is set out at the end of this document. To be valid, the accompanying Form of Proxy for use in connection with the General Meeting should be completed, signed and returned as soon as possible and, in any event, so as to reach the Company's registrars, Equiniti
Limited, by not later than 11.30 a.m. on Monday 17 August 2015 (or, in the case of an adjourned meeting, no later than 48 hours before the time of such meeting, excluding any part of a day that is not a working day). Completion and return of Forms of Proxy will not preclude Shareholders from attending and voting at the General Meeting should they so wish.
Any person entitled to receive a copy of documents and information relating to the Rule 9 Waiver, including this document, is entitled to receive such documents in hard copy form. Such person may request that all future documents and information in relation to the Rule 9
Waiver are sent to them in hard copy form. You may request a hard copy of this document and/or any information incorporated into this document by reference to another source by contacting the Company's registrars, Equiniti, at Aspect House, Spencer Road, Lancing,
BN99 6DA between 8:30 a.m. and 5.30 p.m. on Monday to Friday (London time), on 0871 384 2030 (from within the UK) or on +44 121
415 7047 (if calling from outside the UK). Calls to the 0871 384 2030 number are charged at 8 pence per minute (excluding VAT) plus network extras. Lines are open from 8.30 a.m. to 5.30 p.m. (London time) Monday to Friday (except UK public holidays). Calls to the
Shareholder Helpline from outside the UK will be charged at the applicable international rate. Different charges may apply to calls from mobile telephones and calls may be recorded and randomly monitored for security and training purposes. Please note that the
Shareholder Helpline operators cannot provide advice on the merits of the Resolutions nor give financial, tax, investment or legal advice.
If you have any queries about the completion of the Form of Proxy you should contact the shareholder helpline on 0871 384 2030 (from within the UK) or on +44 121 415 7047 (if calling from outside the UK).
TS4/24684399/01/JVB/JVB
CONTENTS
Expected timetable of principal events .................................................................................................... 1
Part I Letter from the Chairman of Leicester Football Club Plc ................................................. 2
Part II
Part III
Financial Information on Leicester Football Club Plc ...................................................... 8
Additional information .................................................................................................. 10
Notice of General Meeting ................................................................................................................... 21
TS4/24684399/01/JVB/JVB
STATISTICS
Number of Existing Ordinary Shares
Subscription price per Ordinary Share
Number of Ordinary Shares to be issued pursuant to the Subscription
Number of Ordinary Shares in issue immediately following the
Subscription
9,950,909
£1.83
3,034, 426
12,985,335 1
EXPECTED TIMETABLE OF PRINCIPAL EVENTS
This document sent to Shareholders
Latest time and date for receipt of Form of Proxy
3 August 2015
11.30 a.m. on 17 August 2015
Meeting of 2009 Noteholders to approve the Loan Note Amendment 11.00 a.m. on 19 August 2015
Meeting of 2011 Noteholders to approve the Loan Note Amendment 11.10 a.m. on 19 August 2015
General Meeting
Issue of new Ordinary Shares pursuant to the Subscription
11.30 a.m. on 19 August 2015
24 August 2015
If any of the details contained in the timetable above should change, the revised times and dates will be notified to Shareholders. All events listed in the above timetable following the General Meeting are conditional on the passing of the Whitewash Resolution at the General Meeting.
1 Assumes no other Ordinary Shares are issued on the conversion of Loan Notes (or otherwise) following the date of this document.
TS4/24684399/01/JVB/JVB 1
(Incorporated in England and Wales under the Companies Act 1985 with registered no. 3459344)
Directors:
Peter Tom CBE ( Executive Chairman)
Simon Cohen ( Chief Executive Officer)
Ian Walker ( Finance Director)
Andrea Allen ( Commercial Director )
David Abell ( Non-Executive Director)
Terry Gateley ( Non-Executive Director)
Digby, Lord Jones of Birmingham, Kt ( Non-Executive Director)
Ben Kay MBE ( Non-Executive Director)
Tom Scott ( Non-Executive Director)
Rory Underwood MBE ( Non-Executive Director)
Peter Wheeler ( Non-Executive Director)
Registered office:
The Club House
Aylestone Road
Leicester
Leicestershire
LE2 7TR
Introduction
3 August 2015
To the holders of Ordinary Shares
Dear Shareholder
APPROVAL OF WAIVER OF OBLIGATIONS UNDER RULE 9 OF THE TAKEOVER CODE
AND
NOTICE OF GENERAL MEETING
1.
Over the years, Leicester Football Club Plc (the “Company”) has made significant efforts to develop the Welford Road stadium and improve facilities to ensure the best possible experience for supporters and visitors. The Board is pleased to inform you that we have started work on a new purpose-built stand to replace the existing West Stand. This is a major development and we are fortunate that Tom Scott, a Director and Shareholder, has offered to make a significant investment in the Club to assist us with the development of the facilities at Welford Road. This document explains the details of Tom Scott’s proposal and seeks the approval of Independent Shareholders to enable him to increase his stake in the Company.
Tom Scott has indicated to the Club that he would be willing to subscribe for 3,034,426 Ordinary
Shares at £1.83 per Ordinary Share (the "Subscription"). The proceeds of the Subscription will be used to redeem, at par, the Loan Notes that Tom Scott holds in Leicester Tigers Loan Notes Limited
("LTLNL"), a wholly owned subsidiary of the Company and to fund the development of Welford Road
TS4/24684399/01/JVB/JVB 2
and otherwise strengthen the Company's balance sheet. Accordingly, LTLNL has convened meetings of the Noteholders to approve an amendment to the terms of the Loan Notes, allowing for a limited time all holders to redeem their Loan Notes at par or convert such Loan Notes at a reduced conversion price of £1.83 per Ordinary Share.
Tom Scott has a beneficial interest in Ordinary Shares and Loan Notes both directly and indirectly through his nominees, Round Circle and Sealyham. Upon completion of the Subscription, Tom Scott’s beneficial shareholding in the Company will increase from 29.99 per cent. of the Existing Ordinary
Shares to approximately 46.35
2 per cent. of the Enlarged Share Capital, giving rise to obligations under the Takeover Code which are explained further below.
Although the Ordinary Shares are not publicly traded or listed, as a public limited company the
Takeover Code applies to the Company. As a result, without a waiver from the Takeover Panel and the approval of the Independent Shareholders, the Subscription would give rise to a requirement for
Tom Scott to make a mandatory offer for all of the outstanding shares in the Company. The
Takeover Panel has agreed with the Company to grant the Rule 9 Waiver, subject to the passing of the Whitewash Resolution at the General Meeting by Independent Shareholders on a poll.
In order to complete the Subscription, the Board is seeking authority to allot 3,034,426 Ordinary
Shares for cash and to disapply statutory pre-emption rights in relation to the Subscription. Following the Subscription, the Enlarged Share Capital will comprise 12,985,335 Ordinary Shares. Accordingly, the Board is also seeking a renewal of its existing authority to allot shares for cash, up to a maximum nominal amount of £350,000, such authority to expire five years following the date of the General
Meeting. As is customary for the Company, the Board is also seeking authority to disapply statutory pre-emption rights in respect of the authority to allot shares, such authority to expire at the annual general meeting of the Company in 2015.
The purpose of this document is to explain the background to, and the reasons for, the Resolutions and to explain why your Board considers the passing of the Resolutions to be in the best interests of the Company and its Shareholders as a whole. In addition, this document sets out why the
Independent Directors recommend that you vote in favour of the Whitewash Resolution.
Notice of the General Meeting, at which the Independent Shareholders will be asked to consider and vote on the Whitewash Resolution on a poll and the Shareholders as a whole will be asked to grant the
Directors authority to allot shares and disapply pre-emption rights, is set out at the end of this document.
Your attention is drawn to the information set out in Part III of this document, which contains important information in relation to the Rule 9 Waiver.
2.
Background
On 17 September 2009 and 13 April 2011 a wholly owned subsidiary of the Company, LTLNL, issued, in aggregate, a total of £6,000,000 of Loan Notes to investors. £1,630,000 Loan Notes were converted at the option of the Noteholders on 30 June 2012 at £1.65 with £4,370,000 currently remaining in issue. These Loan Notes are currently listed on CISE, the Channel Islands Stock
Exchange, and on redemption, at the election of the holder but in any case before the maturity date of 20 September 2019, convert into Ordinary Shares at a conversion rate of £2.25 per Ordinary
Share. The coupon rate payable by LTLNL to the holders of the Loan Notes is 7 per cent. per annum.
2 Assuming no other Ordinary Shares are issued on the conversion of Loan Notes (or otherwise) between the date of this document and the completion of the Subscription.
TS4/24684399/01/JVB/JVB 3
Tom Scott currently beneficially owns £3,553,000 of Loan Notes, comprising £1,657,500 2009 Loan
Notes and £1,895,500 2011 Loan Notes, in each case through a nominee, Sealyham. In addition, he is the beneficial owner of 2,983,874 Ordinary Shares, equal to 29.99 per cent. of the total issued share capital of the Company, held in person and through his nominees, Round Circle and Sealyham.
Further details of Tom's beneficial holdings are set out in paragraph 7 below.
Tom Scott has indicated to the Club that, in order to reduce the interest payments payable by the
Club in connection with the Loan Notes, he would be willing to subscribe for 3,034,426 Ordinary
Shares in order to provide capital to the Club to assist with the development at Welford Road and subsequently to redeem all of the Loan Notes to which he is beneficially entitled at par and to enable it to offer an early redemption at par to all other Noteholders.
The Club is currently required to make interest payments on the Loan Notes of an aggregate
£305,900 per annum. The interest payable on the outstanding Loan Notes held by Sealyham is
£248,710 per annum, meaning that the annual interest saving for the Club following the Redemption would be £248,710. This saving in interest payments will increase if other Noteholders choose to convert or redeem their Loan Notes. David Abell and Rory Underwood have each indicated to the
Board that they intend to convert all the Loan Notes to which they are beneficially entitled (totalling
£50,000 and £5,000 respectively) at a reduced conversion price of £1.83 pursuant to the proposed
Loan Note Amendment.
The Independent Directors have therefore reached the conclusion that the Loan Note Amendment and the Redemption are in the best interests of the Independent Shareholders and the Company as a whole. Accordingly, meetings of holders of the 2009 Loan Notes and the 2011 Loan Notes have been convened for Wednesday 19 August 2015 in order to vary the terms of the 2009 Loan Note
Instrument and the 2011 Loan Note Instrument, so that redemptions requested to take effect from the date of such meetings for a period of two weeks thereafter may, at the election of the relevant
Noteholder, constitute an early redemption at par or a conversion into Ordinary Shares at a conversion rate of £1.83 per Ordinary Share. Subject to the approval of Noteholders, all Noteholders will have the right to make a request to become effective during this time for an early redemption at par, or a conversion at the reduced conversion rate of £1.83 per Ordinary Share. Similar meetings of
Noteholders were held in June 2012 to approve a temporary variation of the conversion rate to
£1.65 per Ordinary Share. If a Noteholder converts his Loan Notes to take effect after this period, the conversion rate will revert to £2.25 in accordance with the terms of the relevant Loan Note instrument.
3.
Waiver
The Subscription will result in Tom Scott being beneficially interested in approximately 46.35 per cent. of the Enlarged Share Capital. The Panel has agreed to waive the obligation on Tom Scott to make a general offer that would otherwise arise as a result of the issue of Ordinary Shares pursuant to the Subscription, subject to the approval of the Independent Shareholders, taken on a poll.
Accordingly, the Whitewash Resolution is being proposed at the General Meeting to approve the
Rule 9 Waiver. Tom Scott will not be entitled to vote on the Whitewash Resolution and accordingly nor will Sealyham or Round Circle.
4.
Use of Subscription Proceeds
The Club is committed to continuing its investment to develop the Club and improve the overall offering to its supporters. The proceeds of the Subscription will be used to strengthen the
Company's balance sheet by funding the Redemption and to fund development at Welford Road. In addition, the Club has started work on a new grandstand with a premium season ticket lounge and
TS4/24684399/01/JVB/JVB 4
approximately 2,000 additional seats in order to further satisfy demand for quality match day hospitality and supporter accommodation. The Redemption will strengthen the Company’s balance sheet and profit and loss account by reducing annual interest charges by £248,710 per annum and will relieve the Company of the need to secure funding of £3,553,000 to redeem the outstanding
Loan Notes held by Sealyham in 2019. This should enable the Club to more easily finance major investment in ground facilities and be in a position to invest in players to enable it to remain competitive in the Premiership and European competitions.
If all remaining Noteholders elect to redeem their Loan Notes for cash at par pursuant to the Loan
Note Amendment, £817,000 of the proceeds from the Subscription will be used to fund this additional redemption. If all remaining Noteholders elect to convert at the reduced conversion rate of £1.83 pursuant to the Loan Note Amendment, no further funding will be required. However, in each case, the Club's annual interest charges would be reduced by £57,190.
5.
Current trading
In the 12 months to 30 June 2014, the Company's turnover reached £19.4 million (2013: £19 million) and operating profit rose by more than 20 per cent. from £396,000 to £482,000. Season ticket numbers for 2013/14 reached a figure of 14,945, and there were strong performances in sponsorship and corporate sales as well as an increase in central revenues. Revenue on match ticket sales was £5.6 million and there was a 7 per cent. increase in revenue from season tickets to £3.5 million. Since 30 June 2014, the Company has continued to trade in line with the Board's expectations, with revenue expected to be slightly above that of the previous 12 months, despite missing out on the European Rugby Champions Cup quarter final place.
6.
The Takeover Code
The Takeover Code is issued and administered by the Takeover Panel. The Takeover Code applies, inter alia, to all public companies which have their registered office in the United Kingdom. The
Company is such a company and Shareholders are therefore entitled to the protections afforded by the Takeover Code.
Under Rule 9 of the Takeover Code, any person who acquires an interest (as such term is defined in the Takeover Code) in shares which, taken together with the shares in which he and persons acting in concert with him are interested, carry 30 per cent. or more of the voting rights in a company that is subject to the Takeover Code, is normally required to make a general offer to all of the remaining shareholders to acquire their shares. Similarly, when any person, together with persons acting in concert with him, is interested in shares which in aggregate carry not less than 30 per cent. of the voting rights but does not hold shares carrying more than 50 per cent. of the voting rights of such a company, a general offer will normally be required if any further interests in shares are acquired by any such person. These limits apply to the entire concert party as well as the total beneficial holdings of individual members. Such an offer would have to be made in cash at a price not less than the highest price paid by him, or by any member of the group of persons acting in concert with him, for any interest in shares in the company during the 12 months prior to the announcement of the offer.
A shareholder will, in such circumstances, incur an obligation to make a mandatory offer unless the consent of the Takeover Panel to a waiver of such an obligation is obtained.
7.
Details of Tom Scott
Tom Scott is involved in a number of different business sectors in the Channel Islands, the UK and worldwide and is a lifelong supporter of the Club. His business address is Les Cascades, La Rue des
Haies, Trinity, Jersey JE3 5FY. Tom Scott is beneficially interested in Ordinary Shares both directly
TS4/24684399/01/JVB/JVB 5
and indirectly through nominees, Round Circle and Sealyham representing 29.99% of the Company's issued share capital. Round Circle is beneficially owned by Tom Scott. Sealyham is held by a trust in which Tom Scott is a beneficiary. The Subscription will be financed through Tom Scott’s existing cash resources.
On completion of the Subscription and assuming no other Loan Notes convert, Tom Scott's beneficial interest in the Enlarged Share Capital will be a maximum controlling position of approximately 46.35 per cent. If all Noteholders other than Sealyham elect to convert their Loan Notes at the reduced conversion price pursuant to the Loan Note Amendment, the total number of Ordinary Shares in issue would be 13,431,783 and Tom Scott's beneficial holdings in the Company would represent
44.81 per cent. of the enlarged share capital of the Company.
Registered
Holder
Address Existing Holdings (as at the Latest Practicable Date)
Ordinary Shares 2009 Loan
Notes
2011 Loan
Notes
Amount
Immediately following the Subscription
Number voting rights
% of voting rights
Sealyham
Round Circle
Tom Scott
Total
Jackson House
La Rue Fondon
St. Peter
Jersey
JE3 7BF
Les Cascades
La Rue des Haies
Trinity
Jersey
JE3 5FY
Les Cascades
La Rue des Haies
Trinity
Jersey
JE3 5FY
2,444,240 24.56 Nil
100,000 1.00 Nil
Nil
Nil
2,444,240 18.82
100,000 0.77
2,983,874 29.99 £1,657,500 £1,895,500 6,018,300 46.35
Following the Subscription, Tom Scott will be interested in Ordinary Shares carrying 30 per cent. or more of the Company's voting rights, but will not hold Ordinary Shares carrying more than 50 per cent. of such voting rights. As such, for the purposes of the provisions of Rule 9 of the Takeover
Code, any further increases in that aggregate interest in Ordinary Shares will be subject to the provisions of Rule 9 of the Takeover Code. In the event that the Independent Shareholders vote in favour of the Whitewash Resolution at the General Meeting, Tom Scott will not be restricted from making an offer for the Company.
8.
Intentions of Tom Scott
Tom Scott has confirmed that he has no intention of making any changes to the composition of the
Board or regarding the Company’s future business, its strategic plans, the location of the Company's place of business, to redeploy the fixed assets, the continued employment of or the conditions of employment of its employees and those of its subsidiaries or the employer contributions into the
Company's defined contribution pension scheme. Further, Tom Scott has no intentions to cancel the listing of the Loan Notes on CISE.
TS4/24684399/01/JVB/JVB 6
9.
General Meeting
You will find set out at the end of this document a notice convening a general meeting of the
Company to be held at 11.30 a.m. on Wednesday 19 August 2015 in the Underwood Suite, the
Goldsmiths Stand, Welford Road, Leicester, at which the Resolutions will be proposed.
In accordance with the requirements of the Takeover Panel for granting the Rule 9 Waiver in relation to the Subscription, the Whitewash Resolution will be taken on a poll of Independent Shareholders.
10.
Action to be taken
A Form of Proxy is enclosed for use at the General Meeting. Whether or not you intend to be present at the meeting you are requested to complete, sign and return the Form of Proxy to the
Company’s registrars, Equiniti, at Aspect House, Spencer Road, Lancing, BN99 6DA, by no later than
11.30 a.m. on Monday 17 August 2015 (or, in the case of an adjourned meeting, no later than 48 hours before the time of such meeting, excluding any part of a day that is not a working day). The completion and return of a Form of Proxy will not preclude you from attending the meeting and voting in person should you wish to do so.
11.
Irrevocable Undertakings
The Company has received irrevocable undertakings from each of the Independent Directors to vote in favour of the Resolutions. Details of these undertakings are given in paragraph 4 of Part III of this document.
12.
Further Information
Your attention is drawn to the further information set out in Part III of this document, which provides additional information on the matters set out herein, and to the Company's consolidated financial statements for the two financial years ending 30 June 2014, which are incorporated by reference into this document and are available at www.leicestertigers.com/shareholdersmeeting .
You are advised to read the whole document and not merely rely on key or summarised information in this letter.
13.
Recommendation
The Independent Directors, who have been so advised by Cenkos, consider that the Rule 9 Waiver is fair and reasonable and in the best interests of the Independent Shareholders and the Company as a whole. In providing advice to the Independent Directors, Cenkos has taken into account the
Independent Directors' commercial assessments .
The Independent Directors unanimously recommend that Shareholders vote in favour of the
Whitewash Resolution, as they have undertaken to do in respect of their own beneficial holdings, representing approximately 11.78 per cent. in aggregate of the issued share capital of the
Company.
Yours sincerely
Peter Tom CBE
Executive Chairman
TS4/24684399/01/JVB/JVB 7
The information listed below relating to the Company is hereby incorporated by reference into this document.
No Information Source of Information
1. Revenue, profit or loss before and after Annual Report & Accounts 2013 and 2014, Consolidated Profit and Loss taxation, the charge for tax, extraordinary items, minority interests, the amount absorbed by dividends and earnings and dividends per share for the Company for the year ended 30 June 2013 and the year ended 30 June 2014.
Account on page 9 for 2013 and page 12 for 2014.
If you are reading this document in hard copy, please enter the below web address in your web browser to be brought to the relevant document. If you are reading this document in soft copy, please click on the web address below to be brought to the relevant document.
2013: www.leicestertigers.com/downloads/Leicester_Tigers_Annual_Report_2013.pdf
2014: www.leicestertigers.com/downloads/Leicester_Tigers_Annual_Report_2014.pdf
Annual Report & Accounts 2014, Consolidated Balance Sheet on page 2. A statement of the assets and liabilities shown in the audited accounts for the
Company for the year ended 30 June 2014.
13.
If you are reading this document in hard copy, please enter the below web address in your web browser to be brought to the relevant document. If you are reading this document in soft copy, please click on the web address below to be brought to the relevant document.
3. A cash flow statement as provided in the audited accounts for the Company for the year ended 30 June 2014. www.leicestertigers.com/downloads/Leicester_Tigers_Annual_Report_2014.pdf
Annual Report & Accounts 2014, Consolidated Cash Flow Statement on page 15.
If you are reading this document in hard copy, please enter the below web address in your web browser to be brought to the relevant document. If you are reading this document in soft copy, please click on the web address below to be brought to the relevant document. www.leicestertigers.com/downloads/Leicester_Tigers_Annual_Report_2014.pdf
TS4/24684399/01/JVB/JVB 8
4. Significant accounting policies together with any points from the notes to the accounts which are of major relevance to an appreciation of the figures.
Annual Report 2013 and 2014 and the Notes to the Accounts on pages
14 to 25 for 2013; and pages 17 to 28 for 2014 respectively.
If you are reading this document in hard copy, please enter the below web address in your web browser to be brought to the relevant document. If you are reading this document in soft copy, please click on the web address below to be brought to the relevant document.
2013: www.leicestertigers.com/downloads/Leicester_Tigers_Annual_Report_2013.pdf
2014: www.leicestertigers.com/downloads/Leicester_Tigers_Annual_Report_2014.pdf
The results for the Company for the year ended 30 June 2013 and the year ended 30 June 2014 are available free of charge on the Company's website provided above .
TS4/24684399/01/JVB/JVB 9
1.
1.1
1.2
2.
3.
3.1
Responsibility
The Directors, whose names appear below in paragraph 2, accept responsibility for the information contained in this document. To the best of the knowledge and belief of the
Directors, who have taken all reasonable care to ensure that such is the case, the information for which they are responsible contained in this document is in accordance with the facts and does not omit anything likely to affect the import of such information.
Tom Scott accepts responsibility for the information contained in this document relating to him. To the best of the knowledge and belief of Tom Scott, who has taken all reasonable care to ensure that such is the case, the information for which he is responsible contained in this document is in accordance with the facts and does not omit anything likely to affect the import of such information.
Directors
Director
Peter Tom CBE
Simon Cohen
Ian Walker
Andrea Allen
David Abell
Terry Gateley
Digby, Lord Jones of Birmingham, Kt
Ben Kay MBE
Tom Scott
Rory Underwood MBE
Peter Wheeler
Function
( Executive Chairman)
( Chief Executive Officer)
( Finance Director)
( Commercial Director )
( Non-Executive Director)
( Non-Executive Director)
( Non-Executive Director)
( Non-Executive Director)
( Non-Executive Director)
( Non-Executive Director)
( Non-Executive Director)
The business address of Peter Tom is The Hermitage, Les Maindonnaux, St Martins,
Guernsey, GY4 6AJ. The business address of Tom Scott is Les Cascades, La Rue des Haies,
Trinity, Jersey, JE3 5FY. The business address of each of the other Directors is The Club
House, Aylestone Road, Leicester, Leicestershire LE2 7TR.
Interests and Dealings
Interests of Tom Scott in Relevant Company Securities
As at the close of business on the Latest Practicable Date, the direct and indirect interests in Ordinary Shares and Loan Notes of Tom Scott, were as follows:
Shares
Amount Ordinary Shares into Amount which convertible at
£2.25
Nil Tom Scott
Sealyham 1
100,000 Nil
Round Circle 2 2,444,240 Nil Nil
1 Sealyham is a nominee of a trust in which Tom Scott is a beneficiary
2 Round Circle holds as nominee on behalf of Tom Scott
2011 Loan Notes
Ordinary Shares into which convertible at
£2.25
Nil
Nil
TS4/24684399/01/JVB/JVB 10
3.2
3.3
As at the close of business on the Latest Practicable Date, save as disclosed above, none of
Tom Scott, persons connected with him or any person acting in concert with him or any of the above had:
(a)
(b) any interest in, or right to subscribe for, Relevant Company Securities; any short position (whether conditional or absolute and whether in the money or otherwise) including any short position under a derivative, any agreement to sell or any delivery obligation or right to require another person to purchase or take delivery, in Relevant Company Securities; or
(c) borrowed or lent any Relevant Company Securities.
Dealings of Tom Scott in Relevant Company Securities
As at the close of business on the Latest Practicable Date, save as disclosed below, Tom
Scott (including his nominees) has not dealt in any Relevant Company Securities during the
12 months prior to the date of this document:
Holder
Nature of dealing
Date
2009 Loan
Notes
Sealyham Purchase 23/05/14 £5,000
Round Circle Purchase 06/06/14 -
Sealyham Purchase 06/10/14 -
Sealyham Purchase 06/10/14 £1,542,500
Sealyham Purchase 06/10/14 -
-
Sealyham Purchase 19/11/14 £60,000
Sealyham Purchase 11/02/15 £50,000
2011 Loan
Notes
-
-
Ordinary
Shares
Price 3
- £1.075
151,203 £2.000
£1,523,000 - £1.120
-
-
£72,500
-
-
- £1.120
439,634 £2.035
- £1.120
- £1.120
- £1.110
Interests of the Company and the Independent Directors in Relevant Company Securities
As at the close of business on the Latest Practicable Date, the interests in Relevant
Securities of the Company of the Independent Directors and their immediate families and persons connected with them, were as follows:
3 In relation to the 2009 Loan Notes and 2011 Loan Notes, per £1.00 nominal and in relation to
Ordinary Shares, per Ordinary Share.
TS4/24684399/01/JVB/JVB 11
3.4
4.
Independent Director Ordinary
Shares
2009 Loan Notes 2011 Loan Notes
Ordinary Shares into which convertible at
2
3
4
5
1
Peter Tom CBE 1
Simon Cohen
Peter Wheeler 5
Ian Walker
500
400
Nil Nil Nil
David Abell 2
Terry Gateley 14,000 £30,000 16,393 13,333
Lord Digby Jones 3
Rory Underwood MBE 4 1,000 £5,000 2,732 2,222
Nil Nil Nil
Andrea Allen
Ben Kay MBE
500
Nil
Nil Nil Nil
Nil Nil Nil
Nil
Nil
Nil
Nil
Nil
Nil
Nil
Nil
Nil
Nil
£135,000 59,999 Nil
809,265 Ordinary Shares held through Hermco Property Limited and 20,000 Ordinary Shares through
Huntress (CI) Nominees, each as nominee. 16,119 Ordinary Shares held by Kay Tom, wife of Peter Tom.
Held through Rock Nominees Limited as nominee.
Held through Quilter Nominees Limited as nominee .
Held jointly with his wife, Wendy Underwood
.
500 Ordinary Shares held by Margaret Wheeler, wife of Peter Wheeler.
As at the close of business on the Latest Practicable Date, save as disclosed above, none of the Independent Directors, their immediate families, persons connected with them or any person acting in concert with the Company or any of them had:
(a)
(b) any interest in, or right to subscribe for, Relevant Company Securities; any short position (whether conditional or absolute and whether in the money or otherwise) including any short position under a derivative, any agreement to sell or any delivery obligation or right to require another person to purchase or take delivery, in Relevant Company Securities; or
(c) borrowed or lent any Relevant Company Securities.
Interests of the Company and the Directors in Sealyham or Round Circle
As at the Latest Practicable Date, save as disclosed above, none of the Company, the
Directors, their immediate families, persons acting in concert with them or any person acting in concert with the Company or any of them had:
(a) any interest in, or right to subscribe for, Relevant Securities of either Sealyham or
Round Circle;
(b) any short position (whether conditional or absolute and whether in the money or otherwise) including any short position under a derivative, any agreement to sell or any delivery obligation or right to require another person to purchase or take delivery, in Relevant Securities of any either Sealyham or Round Circle; or
(c) borrowed or lent any Relevant Securities of either Sealyham or Round Circle.
Irrevocable undertakings
The Independent Directors have provided irrevocable undertakings to vote (or to procure
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that the registered holder vote) in favour of the Resolutions in respect of their entire beneficial holdings of Ordinary Shares as follows:
5.
5.1
Peter Tom CBE
Simon Cohen
David Abell
Andrea Allen
Terry Gateley
Lord Digby Jones
829,265
500
300,000
500
14,000
19,000
Rory Underwood MBE
Peter Wheeler
1,000
7,100
Ian Walker 400
Total 1,171,765
These irrevocable undertakings are conditional upon the Independent Directors continuing to unanimously recommend voting in favour of the Resolutions and such recommendation not being amended or withdrawn prior to the General Meeting. In aggregate, the Ordinary
Shares over which the Directors have provided irrevocable undertakings account for 11.78 per cent. of the Existing Ordinary Shares that carry voting rights over the Resolutions.
Directors' service contracts and terms of appointment
Service contracts of the executive Directors
Andrea Allen, Simon Cohen and Ian Walker are employed under service contracts with the
Company dated 27 January 2004 (as amended on 31 March 2006 and 12 August 2014), 12
April 2005 (as amended on 1 February 2012, 9 August and 12 August 2014), and 8
December 1999 (as amended on 12 August 2014) respectively. The annual salaries payable to each executive Director are as follows:
Andrea Allen
Simon Cohen
Ian Walker
£92,700
£175,049
£82,400
The notice periods for termination of the executive Directors' contracts are as follows:
Andrea Allen
Simon Cohen
Ian Walker
12 months
24 months
12 months
The executive Directors are all members of the Club's contributory pension scheme. The
Company contributes 9.75 per cent. of salary, 15 per cent. of salary and 15 per cent. of salary for Andrea Allen, Simon Cohen and Ian Walker respectively. The executive Directors are also entitled to life insurance valued at two times annual salary and are covered by the
Club's private medical insurance. Simon Cohen and Ian Walker are covered by the Club's permanent health insurance.
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5.2
Andrea Allen is entitled to a Company vehicle. Each of Simon Cohen and Ian Walker is entitled to a fully expensed Company vehicle. Simon Cohen is entitled to a fully expensed mobile telephone.
Terms of appointment of the executive Chairman and the non-executive Directors
The executive Chairman and non-executive Directors were appointed as officers of the
Company with effect from the following dates:
Director Date of appointment
Peter Tom CBE
David Abell
Terry Gateley
Lord Digby Jones
28 October 1997
14 July 1999
31 October 2007
1 November 2005
Ben Kay MBE
Tom Scott
24 September 2014
1 October 2011
Rory Underwood MBE 31 October 2007
Peter Wheeler 28 October 1997
The executive Chairman and the non-executive Directors other than Peter Wheeler provide their time and services to the Company without remuneration, save for the reasonable expenses incurred in connection with the performance of their duties. In accordance with the articles of association of the Company, either the Company or all of the other Company
Directors may give notice to terminate the relevant Director's appointment at any time with immediate effect.
Peter Wheeler was appointed to provide consultancy services to the Company under a consultancy agreement which commenced on 1 September 2014. The agreement will expire on 30 June 2017. Peter Wheeler Limited receives a consultancy fee for the services of Peter Wheeler to the Company. For the period 1 September 2014 to 30 June 2015 Peter
Wheeler was required to devote at least 12 days each month to the Company for the consultancy fee of £82,000 per annum (exclusive of VAT). For the period 1 July 2015 until the end of the term, Peter Wheeler is required to devote at least 4 days each month to the
Company for the consultancy fee of £40,000 per annum (exclusive of VAT). In addition to the consultancy fee for the respective periods, Peter Wheeler Limited receives a commission payment of 10% of the net revenue generated by sponsorships and other commercial initiatives instigated by Peter Wheeler and shall be reimbursed for reasonable expenses he incurs in connection with the agreement. The Company may terminate the agreement with immediate effect for cause or a material breach which is not remedied within 30 days' notice of such breach.
Save as disclosed above:
(a) there are no service contracts in force between any director or proposed director of the Company; and
(b) none of the service contracts described above were entered into during the six months preceding the date of this document, nor have any amendments been made to any such service contract during that period.
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6.
7.
8.
8.1
8.2
8.3
Nature of the business and financial information
The Company's principal activities are the promotion, encouragement and fostering of rugby union for the benefit of the Shareholders, supporters of the Club, other stakeholders and the Rugby Football Union and to make full commercial use of the stadium facilities at
Welford Road. The Company's principal sources of revenue are match ticket sales, matchday hospitality and commercial sponsorship.
The Company's consolidated financial statements for the two financial years ending 30
June 2014, are incorporated by reference into this document and are available at www.leicestertigers.com/shareholdersmeeting .
No significant change
There has been no significant change in the Company's financial or trading position from 30
June 2014 (being the date of the last audited consolidated accounts of the Company) to the date of this document.
Material contracts
The following contracts have been entered into by the Company and its subsidiaries otherwise than in the ordinary course of business within the two years immediately preceding the date of this document, which are or may be material:
Preparatory Works Contract
On 8 May 2015, the Company entered into a preparatory works contract (the "Preparatory
Works Contract") with Buckingham Group Contracting Limited ("Buckingham") under which Buckingham agreed to carry out the demolition of the West Stand at Welford Road and the design, procurement and other preparatory works necessary for its redevelopment.
The Preparatory Works Contract allowed for the commencement of the works to redevelop the West Stand prior to finalising the Building Contract (see below). On entry into the Building Contract all obligations on the Company to make payment under the
Preparatory Works Contract ceased, all payments made were treated as payments made under the Building Contract and everything done under the Preparatory Works Contract was deemed to be done under the Building Contract.
Building Contract
The Company entered into a JCT design and build contract (the "Building Contract") with
Buckingham on 6 July 2015 for the development of the West Stand at Welford Road. The
Company agreed to pay Buckingham the contract sum of £6,700,000 for the works to construct 2,917 seats for general spectators, a spectator concourse with bars and toilets,
190 executive seats and a hospitality lounge with capacity for 190 people. Additionally, a new ticket office, club shop, staff offices and meeting rooms will be provided. The works are scheduled to complete by 28 January 2016.
Guarantee bond
In connection with the Building Contract, on 9 July 2015, the Company, Buckingham and
QBE Insurance (Europe) Limited entered into a guarantee bond by which QBE Insurance
TS4/24684399/01/JVB/JVB 15
(Europe) Limited guarantees the performance of Buckingham's obligations under the
Building Contract. Under the guarantee bond, QBE Insurance (Europe) Limited agrees to discharge the damages sustained by the Company in the event of a breach of the Building
Contract. QBE Insurance (Europe) Limited and Buckingham's maximum aggregate liability thereunder is limited to £670,000.
HSBC Loan Agreement 8.4
On 15 July 2015, the Company entered into a loan agreement (the "Loan Agreement") with
HSBC Bank plc ("HSBC") under which HSBC will make available to the Company up to £8 million to fund the redevelopment and fitting out of the West Stand. The Company is required to pay interest only on the loan for 2 years from the first draw down and thereafter is required to make structured repayments for the 12 year term of the loan.
There will be a management fee of £500 per draw down
and an initial acceptance fee of
1.25%.
9.
9.1
General
There is no agreement, arrangement or understanding (including any compensation arrangement) which exists between Tom Scott and any of the Independent Directors, recent Directors of the Company, Shareholders, recent Shareholders, or any person interested or recently interested in the Ordinary Shares, having any connection with or dependence upon the Subscription or the Redemption.
9.2
There is no relationship (personal, financial or commercial), arrangement or understanding between Tom Scott or any person acting in concert with Tom Scott and Cenkos or any person who is, or is presumed to be, acting in concert with Cenkos.
9.3
There are currently no arrangements for the transfer of securities acquired pursuant to the
Subscription.
9.4
Cenkos has given and has not withdrawn its written consent to the issue of this document with the inclusion herein of the reference to its name in the form and context in which it is included.
10.
Documents available for inspection
10.1
Copies of the following documents will be on the Club's website, www.leicestertigers.com/shareholdersmeeting and available for inspection during normal business hours on any Business Day at the registered office of the Company from the date of this document up to and including the date of the General Meeting and for the duration of the General Meeting:
(a) the articles of association of the Company;
(b)
(c)
(d)
(e) the last two years' audited consolidated financial statements of the Company; the consent letter from Cenkos referred to in paragraph 9.4 of this document; the irrevocable undertakings described in paragraph 4 above; and this document.
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10.2
You may request a hard copy of this document and the information incorporated into this document by reference by contacting the Company's registrars, Equiniti, at Aspect House,
Spencer Road, Lancing, BN99 6DA between 8.30 a.m. and 5.30 p.m. on Monday to Friday, on 0871 384 2030 (from within the UK) or on +44 121 415 7047 (if calling from outside the
UK). Calls to the 0871 384 2030 number are charged at 8 pence per minute (excluding VAT) plus network extras. Lines are open from 8.30 a.m. to 5.30 p.m. (London time) Monday to
Friday (except UK public holidays). Calls to the Shareholder Helpline from outside the UK will be charged at the applicable international rate. Different charges may apply to calls from mobile telephones and calls may be recorded and randomly monitored for security and training purposes. Please note that the Shareholder Helpline operators cannot provide advice on the merits of the Resolutions nor give financial, tax, investment or legal advice. A hard copy of the documents incorporated by reference will not be sent unless requested.
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DEFINITIONS
The following words and expressions shall have the following meanings in this document unless the context otherwise requires:
2009 Loan Notes
2009 Loan Note
Instrument the £3,000,000 7 per cent. Subordinated unsecured convertible loan notes 2019 constituted by the 2009 Loan Note Instrument the loan note instrument dated 17 September 2009 (as amended on 13
April 2011) constituting £3,000,000 7 per cent. Subordinated unsecured convertible loan notes of LTLNL
2009 Noteholders
2011 Loan Notes
2011 Loan Note
Instrument holders of 2009 Loan Notes the £3,000,000 7 per cent. Second series subordinated unsecured convertible loan notes 2019 constituted by the 2011 Loan Note
Instrument the loan note instrument dated 8 April 2011 constituting £3,000,000 7
2011 Noteholders acting in concert per cent. Second series subordinated unsecured convertible loan notes of LTLNL holders of 2011 Loan Notes shall have the meaning ascribed thereto in the Takeover Code
Board or Directors
Buckingham
Building Contract the directors of the Company
Buckingham Group Contracting Limited, incorporated in England and
Wales under registered number 02181671 the JCT design and build contract for the development of the West
Stand at Welford Road dated 6 July 2015
Business Day
Cenkos
CISE
Channel Islands a day (other than a Saturday or Sunday) on which banks are open for general business in London
Cenkos Securities plc, with registered number 05210733 and with its registered office at 6.7.8 Tokenhouse Yard, London EC2R 7AS the Bailiwicks of Jersey and Guernsey the Channel Islands Stock Exchange
Club or Group the Company and its subsidiaries
Company Leicester Football Club Plc, incorporated in England and Wales under registered number 3459344
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Enlarged Share
Capital
Form of Proxy
General Meeting
Independent
Directors
Independent
Shareholders
Latest Practicable
Date
Loan Note
Amendment
Loan Notes
LTLNL
Noteholders
Notice of General
Meeting
Ordinary Shares
Redemption
Relevant Securities the share capital of the Company as enlarged by the Subscription, comprising 12,985,335 Ordinary Shares the form of proxy for use at the General Meeting which accompanies this document the general meeting of the Company, notice of which is set out at the end of this document the Directors other than Tom Scott
Shareholders other than Tom Scott, Sealyham and Round Circle
28 July 2015, being the latest date before the publication of this document when it was practicable to obtain information included in this document the proposed amendment to the 2009 Loan Note Instrument and the
2011 Loan Note Instrument to be put to the Noteholder meetings convened for 19 August 2015 to allow Noteholders to elect to (i) redeem all or some of their Loan Notes at par or (ii) convert all or some of their Loan Notes at a conversion price of £1.83, in each case at any time from the date of such meetings to the date on the fourteenth day immediately following such meetings the 2009 Loan Notes and the 2011 Loan Notes
Leicester Tigers Loan Notes Limited, incorporated in England and Wales with registered number 6984684 the 2009 Noteholders and the 2011 Noteholders the notice of the General Meeting which is set out at the end of this document ordinary shares of £0.10 each in the capital of the Company the proposed redemption of the 2009 Loan Notes and the 2011 Loan
Notes held by Sealyham at par, described more fully in this document shares (or derivatives referenced thereto) and securities convertible into, rights to subscribe for and options (including traded options) in respect thereof
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Relevant Company
Securities
Resolutions
Round Circle
Sealyham
Subscription
Rule 9 Waiver
Shareholder(s)
Takeover Code
Takeover Panel
UK or United
Kingdom voting rights
Whitewash Resolution shares in the Company (or derivatives referenced thereto) and securities convertible into, rights to subscribe for and options
(including traded options) in respect thereof, including, for the avoidance of doubt, the Ordinary Shares and the Loan Notes the resolutions set out in the Notice of General Meeting
Round Circle Limited, a private limited company registered in Jersey with registered number 105269, with its registered office at Les
Cascades, La Rue des Haies, Trinity, Jersey JE3 5FY the waiver by the Panel of the obligation of Tom Scott to make a general offer under Rule 9 of the Takeover Code (which would otherwise arise as a consequence of the completion of the
Subscription) granted by the Takeover Panel conditional upon the approval of the Independent Shareholders by the passing of the
Whitewash Resolution
Sealyham Investments Limited, a private limited company registered in
Jersey with registered number 109947, with its registered office at
Jackson House, La Rue Fondon, St Peter, Jersey JE3 7BF holder(s) of Ordinary Shares the proposed subscription by Sealyham for 3,034,426 Ordinary Shares at £1.83 per new Ordinary Share
The City Code on Takeovers and Mergers the Panel on Takeovers and Mergers the United Kingdom of Great Britain and Northern Ireland means all voting rights attributable to the share capital of the Company which are currently exercisable at a general meeting the resolution numbered 1 set out in the Notice of General Meeting
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LEICESTER FOOTBALL CLUB PLC (THE “COMPANY”)
(Incorporated in England and Wales under the Companies Act 1985 with registered no. 3459344)
NOTICE OF GENERAL MEETING
NOTICE IS HEREBY GIVEN that a general meeting of the Company will be held at 11.30 a.m. on
Wednesday 19 August 2015 in the Underwood Suite, the Goldsmiths Stand, Welford Road, Leicester to consider and, if thought fit, approve resolution 1 as an ordinary resolution, which will be taken on a poll on which only shareholders who are considered independent for the purposes of Rule 9 of The
City Code on Takeovers and Merger are entitled to vote, and resolutions 2 and 3, of which resolution
2 will be proposed as an ordinary resolution and resolution 3 will be proposed as a special resolution.
ORDINARY RESOLUTIONS
1.
THAT the waiver granted by the Panel on Takeovers and Mergers of any requirement under Rule 9 of The City Code on Takeovers and Mergers for Tom Scott to make a general offer to shareholders of the Company as a result of the Subscription by Sealyham
Investments Limited for 3,034,426 ordinary shares in the capital of the Company, as is more fully described in the circular dated 3 August 2015 of which this notice of General
Meeting forms part, be and is hereby approved.
2.
THAT subject to the passing of Resolution 1, the directors be generally and unconditionally authorised for the purposes of section 551 of the Companies Act 2006 (the "Act") (and in substitution for any such authority previously conferred):
2.1
to allot 3,034,426 ordinary shares in the capital of the Company to Sealyham Investments
Limited, such authority to expire on 1 September 2015; and
2.2
3.
to allot equity securities up to an aggregate nominal value of £350,000 provided that this authority will, until removed, varied or revoked by the Company in general meeting, expire on the date falling five years from the date of this resolution and the directors shall be entitled under the authority conferred by section 551(7) of the Act under this resolution to make at any time prior to the expiry of the above authority any offer or agreement which would or might require the equity securities of the Company to be allotted after the expiry of that authority.
SPECIAL RESOLUTION
THAT subject to the passing of Resolution 1, notwithstanding the provisions of the Articles of Association of the Company, the directors are empowered pursuant to section 570 of the Act, to allot equity securities in exercise of the authority given pursuant to Resolution 2 in accordance with section 551 of the Act as if section 561(1) of the Act did not apply, and this power shall expire at the conclusion of the annual general meeting of the Company to be held in 2015 except that the Company may before that expiry make offers or agreements which would or might require equity securities to be allotted after that expiry and notwithstanding that expiry the directors may allot equity securities in accordance with such offers or agreements.
BY ORDER OF THE BOARD
Mary Ford
Company Secretary
Date: 3 August 2015
Registered Office: The Club House, Aylestone Road, Leicester, Leicestershire LE2 7TR
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Notes:
(i) A member entitled to attend and vote at the general meeting convened by this notice (the
"Meeting") may appoint a proxy to attend and vote in his stead. A proxy need not be a member of the Company. A member may appoint more than one proxy provided that each proxy is appointed to exercise the rights attached to different shares held by the member. To appoint more than one proxy you should contact Equiniti's shareholder helpline on the telephone number shown below. The completion and return of a Form of Proxy will not preclude you from attending and voting at the Meeting in person if you wish to do so.
(ii) A Form of Proxy should be signed by the member or his attorney duly authorised in writing and, in the case of a corporation, must be executed under its common seal or the hand of a duly authorised officer or attorney.
(iii) In the case of joint holders, the vote of the senior holder who tenders a vote, whether in person or by proxy, shall be accepted to the exclusion of the votes of the other joint holders.
For this purpose, seniority shall be determined by the order in which the names of such holders stand in the register of members of the Company in respect of the joint holding.
(iv) To be valid for the Meeting, a Form of Proxy should be completed, signed and lodged
(together with any power of attorney or any other written authority under which it is executed or an office or notarially certified copy, or a copy certified in accordance with the
Powers of Attorney Act 1971 of such power or written authority) with the Company’s registrar, Equiniti, at Aspect House, Spencer Road, Lancing, BN99 6DA, no later than 11.30 a.m. on Monday 17 August 2015 (or, in the case of an adjourned meeting, no later than 48 hours before the time of such meeting, excluding any part of a day that is not a working day).
(v) The Chairman of the Meeting will act as your proxy unless another proxy is appointed, in which case delete 'the Chairman of the Meeting' and insert the full name of your desired proxy in the space provided. A proxy will act in his/her discretion in relation to any business, other than that described above, at the Meeting (including any resolution to amend a resolution or to adjourn the Meeting).
(vi) Any amendments made to the Form of Proxy after the date of signing must be initialled by the person who signs it.
(vii) You can submit your proxy electronically by logging on to www.leicestertigers.com/shareholdersmeeting and following the link or going directly to www.sharevote.co.uk. You will be asked to enter your Voting ID, Task ID and Shareholder
Reference Number which appear on the front of the Form of Proxy. Your proxy must be lodged with Equiniti no later than 11.30 a.m. on Monday 17 August 2015.
If you have any queries about the completion of the Form of Proxy you should contact the shareholder helpline on 0871 384 2030 (from within the UK) or on +44 121 415 7047 (if calling from outside the UK). Calls to the 0871 384 2030 number are charged at 8 pence per minute (excluding
VAT) plus network extras. Lines are open from 8.30 a.m. to 5.30 p.m. (London time) Monday to
Friday (except UK public holidays). Calls to the Shareholder Helpline from outside the UK will be charged at the applicable international rate. Different charges may apply to calls from mobile telephones and calls may be recorded and randomly monitored for security and training purposes.
Please note that the Shareholder Helpline operators cannot provide advice on the merits of the
Resolutions nor give financial, tax, investment or legal advice.
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