Take Over Details Part 2
9. Financing of the Offer
The cash consideration payable under the Offer will be funded from the existing cash resources of Randolph Lerner and the Lerner Trust (a family trust of which Mr Lerner is a beneficiary), who have committed to provide the requisite funds to RAL. Seymour Pierce, financial adviser to RAL, is satisfied that sufficient resources are available to RAL to satisfy in full the cash consideration payable to Aston Villa Shareholders under the terms of the Offer.
10. Management and employees
RAL intends to continue to run Aston Villa as a football business, with operations remaining at the current locations. RAL believes, however, that as part of its integrated strategy going forward, it sees scope to enhance current operations within the field of commercial sponsorship and to upgrade the training complex and Villa Park.
RAL does not have any immediate intentions to dispose of or otherwise change the
use of any non-core assets within the Aston Villa portfolio, although it would
consider any potential opportunities as and when they arose.
RAL will work with the executive management team of Aston Villa and expects that Steven Stride and existing members of senior management will continue to be involved in the ongoing business of Aston Villa. Following the Offer becoming or being declared unconditional in all respects, Steven Stride will remain as an
executive Director of Aston Villa.
Following the Offer becoming or being declared unconditional in all respects, Douglas Ellis and the non-executive Aston Villa Directors have agreed to resign from the Board of Aston Villa. Douglas Ellis will also resign as an employee of the Club and in this regard he has entered into an agreement, which will take effect upon the Offer becoming or being declared unconditional in all respects, terminating his employment with Aston Villa. In recognition of Douglas Ellis' service to the Club, he will remain as President Emeritus for life.
Upon the Offer becoming wholly unconditional, Randolph Lerner will assume the position of Chairman of the Board of Aston Villa. General Charles C. Krulak, Robert Kain and Michael Martin will be appointed as directors to the Board of Aston Villa.
General Charles C. Krulak is currently a director of ConocoPhillips and Phelps Dodge - two US based multinational corporations. He is the former Commandant of the US Marine Corps and was a member of the Joint Chiefs of Staff. Following his retirement from the USMC, he became Chief Executive Officer of MBNA Europe. General Krulak retired from MBNA Europe in the Spring of 2005.
Bob Kain is the president and co-chief executive officer of IMG, a premier sports management and marketing agency. Mr Kain's career has been defined by his achievements in player representation, stadium and event marketing and the evolving role of new media in sports and event marketing generally.
Michael Martin is President of Brooklyn NY Holdings, LLC ('BNYH'), the asset and investment management company of the Lerner family. Prior to joining BNYH, Mr Martin was Vice Chairman of Investment Banking at UBS Securities and Global Head of that firm's Financial Institutions Group. Prior to joining UBS in 2002, Mr Martin was a Managing Director in the Investment Banking Division of Credit Suisse First Boston, where he worked for 15 years. Michael is also an admitted
member of the New York State bar.
The Board of RAL has given assurances to the Aston Villa Directors that on the Offer becoming or being declared unconditional in all respects, the existing employment rights of all management and employees of the Aston Villa Group will be honoured and pensions obligations complied with.
RAL does not have any current plans which would impact the current arrangements with employees. Upon the Offer becoming wholly unconditional there will be a full strategic review before there is any substantive change in Club strategy.
The Board of Aston Villa, in its discussions with Randolph Lerner, has no reason to believe that RAL's intentions would prejudice its employees and is comforted that RAL has no current plans to alter existing arrangements with employees.
11. Aston Villa Share Schemes
The Offer will extend to any Aston Villa Shares which are unconditionally allotted or issued while the Offer remains open for acceptance (or such earlier date as RAL may, subject to the rules of the Code or with the consent of the Panel, determine) as a result of the exercise of options granted under the Aston Villa Share Schemes.
In the event that the Offer becomes or is declared unconditional in all respects, RAL will, to the extent required by the City Code and/or the Panel, make appropriate proposals to participants in the Aston Villa Share Schemes to the extent that their options granted under the Aston Villa Share Schemes have not been exercised.
12. Inducement fee
Aston Villa has agreed to pay RAL an inducement fee equal to one per cent. of the value of the Offer (inclusive of value added tax, if any, except to the extent any such value added tax is recoverable by Aston Villa) in the event that, prior to the Offer lapsing, a third party announces a competing offer for Aston Villa, and such competing offer subsequently becomes unconditional in all respects or otherwise completes (whether before or after the Offer lapses).
13. Disclosure of interests in Aston Villa Shares
As at the date of this announcement, neither RAL nor, so far as the Directors of RAL are aware, any person acting in concert with it, has any interest in or right to subscribe for any relevant securities of Aston Villa nor are they party to any short positions (whether conditional or absolute and whether in the money or otherwise) relating to relevant securities of Aston Villa, including any short positions under derivatives, agreements to sell or any delivery obligations or rights to require another person to take delivery. Neither RAL
nor the directors of RAL nor, so far as RAL is aware, any person acting in concert with RAL, has borrowed or lent any relevant securities of Aston Villa.
14. Delisting, compulsory acquisition, delisting and re-registration
If RAL receives acceptances under the Offer in respect of, and/or otherwise acquires, 90 per cent. or more by nominal value and voting rights of the Aston Villa Shares to which the Offer relates, RAL intends to exercise its rights pursuant to the provisions of Schedule 2 to the Takeovers Directive Regulations to acquire compulsorily the remaining Aston Villa Shares.
If RAL acquires, by virtue of its shareholdings and acceptances of the Offer, Aston Villa Shares carrying at least 75 per cent. of the voting rights of Aston Villa, and subject to the Offer becoming or being declared unconditional in all respects, and subject to any applicable requirements of the UK Listing Authority, RAL intends to procure that Aston Villa applies to the UK Listing Authority for the removal of the Aston Villa Shares from the Official List and to the London Stock Exchange for cancellation of the trading in Aston Villa Shares. It is anticipated that such cancellation will take effect no earlier than 20 Business Days after the Offer becomes or is declared unconditional in all respects. De-listing and the cancellation of trading of Aston Villa Shares will significantly reduce the liquidity and marketability of any Aston Villa Shares.
It is further proposed that, following the Offer becoming unconditional in all respects and after the Aston Villa Shares are delisted, RAL will seek to re-register Aston Villa as a private limited company.
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