Starting With Takeover
www.qpr.co.uk/page/NewsDetail/0,,10373~1103904,00.html
THE DEAL: IN DETAIL
Posted on: Sat 01 Sep 2007NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION
1 September 2007
RECOMMENDED CASH OFFER
FOR
QPR HOLDINGS LIMITED ("QPR" OR THE "CLUB")
BY
SARITA CAPITAL INVESTMENT INC ("SARITA CAPITAL")
Summary and Highlights
The Boards of Sarita Capital and QPR are pleased to announce the terms of a recommended cash offer by Sarita Capital to acquire the entire issued share capital of QPR.
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The Offer will be 1 pence in cash for each QPR Share, valuing the existing issued share capital of QPR at approximately £1.0 million. Together with current total debt of approximately £13.0 million, this represents an enterprise value of approximately £14.0 million.
Sarita Capital is a newly formed company, incorporated in the British Virgin Islands, established for the purposes of making the Offer. Mr Flavio Briatore is the ultimate beneficial owner of Sarita Capital.
Sarita Capital also announces that it has today purchased a total of 4,900,000 QPR Shares at a price of 1 pence per QPR Share representing 4.9 per cent. of the issued share capital of QPR. Furthermore, Mr Bernie Ecclestone has purchased 15,000,000 QPR Shares at a price of 1 pence per QPR Share representing, in aggregate, 15.0 per cent. of the issued share capital of QPR. For the purposes of the Takeover Code Sarita Capital and Bernie Ecclestone are deemed to be acting in concert. Both Sarita Capital and Bernie Ecclestone have purchased their shares from Wanlock LLP, which is beneficially owned by Mr Franco Zanotti, a Director of QPR.
The Board of QPR are also pleased to announce that Sarita Capital and Bernie Ecclestone have together agreed to invest up to a further £5.0 million into the Club by way of the Convertible Loan Facilities. Under the Convertible Loan Facilities, Sarita Capital has agreed to loan up to £4.25 million and Bernie Ecclestone has agreed to loan up to £0.75 million to the Company. The Convertible Loan Facilities may be used to meet certain liabilities of the Club and to provide funds for the acquisition of certain additional players. The Loan Facilities are convertible into Ordinary Shares at the price of 1p per share, subject to the passing of a special resolution at the EGM.
Mr Gianni Paladini will remain as Chairman of QPR Football Club and a director of the Board of QPR. Mr Flavio Briatore, Mr Bruno Michel and Mr Alejandro Agag will be invited to join the Board and Mr Antonio Caliendo and Mr Franco Zanotti have agreed to resign from the Board.
The Board of QPR intends unanimously to recommend that QPR Shareholders accept the Offer, as the QPR Directors have irrevocably undertaken to do in respect of their own beneficial shareholdings of QPR Shares and those of certain of their connected persons, which amount, in aggregate, to 42,412,019 QPR Shares, representing approximately 42.4 per cent. of the existing issued ordinary share capital of QPR. Mr Zanotti has already sold his holding of 19,900,000 QPR Shares, representing 19.9 per cent. of the issued share capital to Sarita Capital and Bernie Ecclestone
The Board of QPR has taken into account the following considerations in recommending QPR Shareholders accept the Offer:
-the Offer presents an opportunity for QPR Shareholders to realise their entire shareholding in QPR for cash, within a relatively short timescale when the alternative short term outlook for the Company requires immediate significant further investment;
-No proposals offering better terms for QPR Shareholders have been received despite the fact that the Board has conducted a process to seek potential offerors for the Club given the Club's current financial circumstances;
-the Board of QPR has sought assurances from Sarita Capital in respect of its plans for investment into the Club upon the offer becoming or being declared wholly unconditional. Sarita Capital has provided assurances to the Board of QPR that Sarita Capital and Bernie Ecclestone intend to commit further significant sums to fund the current and continuing working capital requirements of the Club and, in particular, to fund the development of the Club's first team squad, its academy and its scouting system; and
-the Board of QPR believes Sarita Capital's and Bernie Ecclestone's ownership of QPR will help provide the Club with the financial strength necessary to improve its performance in both the Championship and, in time, enable the Club to gain promotion to the FA Premier League.
As at the date of this Announcement, Sarita Capital owns or has received irrevocable undertakings to accept the Offer in respect of 47,312,019 QPR Shares representing approximately 47.3 per cent. of QPR's issued ordinary share capital. All of these undertakings will continue to be binding even if a competing offer is made for QPR that exceeds the value of the Offer and even if such higher offer is recommended for acceptance by the Board of QPR.
Sarita Capital and Bernie Ecclestone are deemed to be acting in concert. The Sarita Concert Party therefore owns or has received irrevocable undertakings to accept the Offer in respect of 62,312,019 QPR Shares representing approximately 62.3 per cent. of QPR's issued ordinary share capital.
Sarita Capital has also received irrevocable undertakings to vote in favour of the special resolutions at the EGM authorising the conversion of the Convertible Loan Facilities, representing approximately 14.3 per cent. of the existing issued ordinary share capital of QPR.
The Offer is conditional, inter alia, on valid acceptances being received relating to QPR Shares carrying in aggregate more than 50 per cent. of the voting rights normally exercisable at general meetings of QPR. Given the number of QPR Shares in respect of which irrevocable undertakings have been obtained, the Board of Sarita Capital intend that the Offer once made, will immediately be declared unconditional as to acceptances. The Offer Document and Form of Acceptance will be sent to QPR Shareholders in due course.
THIS SUMMARY SHOULD BE READ IN CONJUNCTION WITH THE FULL TEXT OF THE FOLLOWING ANNOUNCEMENT AND THE APPENDICES.
Enquiries:
Charles Stanley Securities Telephone: +44 (0) 20 7149 6000
(Financial adviser to Sarita Capital)
Philip Davies
Russell Cook
Henry Fitzgerald-O'Connor
QPR Holdings Limited Telephone: +44 (0) 208 740 2500
Gianni Paladini Mobile: +44 (0) 7825 541021
Ian Taylor
ARM Corporate Finance Limited Telephone: +44 (0) 207 512 0191
(Financial adviser to QPR)
Alan MacKenzie
Ian Fenn
This Announcement does not, and is not intended to, constitute or form part of any offer to sell, or an invitation to purchase, any securities or the solicitation of any vote or approval in any jurisdiction. The Offer will be made solely by means of the Offer Document, which will contain the full terms and conditions of the Offer. QPR Shareholders are advised to read carefully the formal documentation in relation to the Offer once it has been despatched.
The availability of the Offer and the release, publication or distribution of this Announcement to persons who are not resident in the United Kingdom may be affected by the laws of the relevant jurisdictions in which they are located. Persons who are not resident in the United Kingdom should inform themselves of, and observe, any applicable requirements. Any failure to comply with such applicable requirements may constitute a violation of the securities laws of any such jurisdictions. This Announcement has been prepared for the purposes of complying with English law and the City Code and the information disclosed may not be the same as that which would have been disclosed if this Announcement had been prepared in accordance with the laws of jurisdictions outside the United Kingdom.
The Offer will not be made in or into any jurisdiction where to do so would constitute a violation of the relevant laws of such jurisdiction. Custodians, nominees and trustees should observe these restrictions and should not send or distribute the document in or into any jurisdiction where to do so would constitute a violation of the relevant laws of such jurisdiction.
Charles Stanley, which is authorised and regulated in the United Kingdom by the Financial Services Authority, is acting exclusively for Sarita Capital and no one else in connection with the Offer and will not be responsible to anyone other than Sarita Capital for providing the protections afforded to clients of Charles Stanley nor for providing advice in relation to the Offer, the content of this Announcement or any matter referred to herein.
ARM Corporate Finance, which is authorised and regulated in the United Kingdom by the Financial Services Authority, is acting exclusively for QPR and no one else in connection with the Offer and will not be responsible to anyone other than QPR for providing the protections afforded to clients of ARM Corporate Finance nor for providing advice in relation to the Offer, the content of this Announcement or any matter referred to herein.
Appendix 1 contains the Conditions to and a summary of certain further terms of the Offer.
Appendix 2 sets out the bases and sources of information from which the financial calculations used in this Announcement have been derived.
Appendix 3 Part A contains details of the irrevocable undertakings provided in relation to the Offer. Part B contains details of the irrevocable undertakings provided in relation to the EGM.
Appendix 4 contains the definitions of terms used in this Announcement (including this summary).
RECOMMENDED CASH OFFER
FOR
QPR HOLDINGS LIMITED ("QPR" OR THE "CLUB")
BY
SARITA CAPITAL INVESTMENT INC ("SARITA CAPITAL ")
1. Introduction
The Boards of Sarita Capital and QPR are pleased to announce that they have agreed the terms of a recommended cash offer by Sarita Capital to acquire the entire issued and to be issued share capital of QPR. Both Boards believe the Offer to be in the best interests of the Club and QPR Shareholders. Sarita Capital is a newly formed company incorporated, in the British Virgin Islands, for the purposes of making the Offer. Flavio Briatore is the ultimate beneficial owner of Sarita
Sarita Capital also announces that it has purchased a total of 4,900,000 QPR Shares at a price of 1 pence per QPR Share representing, in aggregate, 4.9 per cent. of the issued share capital of QPR. Furthermore, Mr Bernie Ecclestone has purchased 15,000,000 QPR Shares at a price of 1 pence per QPR Share representing, in aggregate, 15.0 per cent. of the issued share capital of QPR. For the purposes of the Takeover Code Sarita Capital and Bernie Ecclestone are deemed to be acting in concert. Both Sarita Capital and Bernie Ecclestone have purchased their shares from Wanlock LLC, which is beneficially owned by Mr Franco Zanotti, a Director of QPR.
The Offer is conditional, inter alia, on valid acceptances being received relating to QPR Shares carrying in aggregate more than 50 per cent. of the voting rights normally exercisable at general meetings of QPR. As at the date of this Announcement, the Sarita Concert Party owns, or has received irrevocable undertakings to accept the Offer, in respect of 62,312,019 QPR Shares representing approximately 62.3 per cent. of QPR's issued ordinary share capital.
2. Summary of the Offer
Under the Offer, which will be subject to the conditions and further terms set out below and in Appendix 1 to this Announcement and the full terms and conditions which will be set out in the Offer Document and the Form of Acceptance, QPR Shareholders will receive:
1 pence in cash for each QPR Share.
The Offer values QPR's entire existing issued share capital at approximately £1.0 million. Together with current total debt of approximately £13.0 million, this represents an enterprise value of approximately £14.0 million.
QPR Shares will be acquired fully paid with full title guarantee and free from all liens, charges, equitable interests, encumbrances, rights of pre-emption and any other third party rights and interests of any nature whatsoever and together with all rights now and hereafter attaching thereto, including, without limitation, voting rights and the right to receive and retain in full all dividends and other distributions (if any) declared, made or paid hereafter.
3. Irrevocable undertakings
Sarita Capital has received irrevocable undertakings to accept the Offer from each of the QPR Directors and certain of their connected persons in respect of their entire beneficial holdings which amount, in aggregate, to 42,412,019 QPR Shares, representing approximately 42.4 per cent. of the existing issued ordinary share capital of QPR.
All of these undertakings will continue to be binding even if a competing offer is made for a value which exceeds the value of the Offer and even if such higher offer is recommended for acceptance by the Board of QPR.
As at the date of this Announcement, Sarita Capital therefore owns or has received irrevocable undertakings to accept the Offer in respect of 47,312,019 QPR Shares, representing approximately 47.3 per cent. of QPR's issued ordinary share capital.
Sarita Capital and Mr Ecclestone are deemed to be acting in concert. The Sarita Concert Party owns or has received irrevocable undertakings to accept the Offer in respect of 62,312,019 QPR Shares representing approximately 62.3 per cent. of QPR's issued ordinary share capital.
Further details of these irrevocable undertakings are set out in Part A of Appendix 3.
4. Convertible Loan Facilities
The Board of QPR are also please to announce that Sarita Capita and Bernie Ecclestone have together invested up to a further £5.0 million into the Club by way of the Convertible Loan Facilities. Sarita Capital has agreed to loan up to £4.25 million and Bernie Ecclestone has agreed personally to loan up to £0.75 million to the Company. The Convertible Loan Facilities will be used to meet certain liabilities of the Club and to provide funds for the acquisition of certain key players. The Loan Facilities are convertible into Ordinary Shares at the price of 1p per share, and will be subject to the passing of a special resolution at the EGM.
Sarita Capital has received irrevocable undertakings to vote in favour of the special resolutions at the EGM authorising the conversion of the Loan Facilities, representing approximately 14.3 per cent. of the existing issued ordinary share capital of QPR.
Further details of the EGM and the special resolution to approve the conversion of the Loan Facilities will be included in the Offer Document.
Further details of the irrevocable undertakings to vote in favour of the resolutions at the EGM are set out in Part B of Appendix 3.
5. Intentions with respect to Directors' and Shareholder Loans
In relation to the certain loans made to the Club by Mr Caliendo for, in total, £6,581,328, Mr Caliendo has entered into an agreement whereby £4,581,328 will be waived for nil consideration. Accordingly Mr Caliendo has outstanding a debt in the Company of £2.0 million. The Caliendo Loan is redeemable at any date before March 2011 at the option of QPR, and Mr Caliendo may not demand repayment of any amount of the loan until March 2011. The Caliendo Loan carries no interest.
ARM Corporate Finance Limited believe the repayment of the Caliendo Loan on the terms described above is fair and reasonable so far as other QPR Shareholders are concerned.
6. Background to the Offer
Gianni Paladini, in the knowledge that the Club is in need of significant new investment, has been identifying a series of potential investors that might be able to safeguard the future of the Club. The Board had welcomed approaches from investors that were able to demonstrate the capacity and commitment to provide funding over the longer term in order to benefit the Club. The Board of QPR carried out discussions with a number of parties including Sarita Capital. Flavio Briatore, who holds an indirect interest in Sarita Capital, and Bernie Ecclestone, who have both been followers of English football for many years and who recognise the true potential of the Club, approached the Board of QPR in respect of a possible offer for the Club. This approach has resulted in the Offer by Sarita Capital and the acquisition of a stake by Sarita Capital and Bernie Ecclestone.
7. Recommendation
The Board of QPR consider the terms of the Offer to be fair and reasonable and, accordingly, intends unanimously to recommend that QPR Shareholders accept the Offer, as the QPR Directors have irrevocably undertaken to do in respect of their own beneficial shareholdings and certain of their connected persons which amount, in aggregate, to 42,412,019 QPR Shares, representing approximately 42.4 per cent. of the existing issued ordinary share capital of QPR.
The Board of QPR has taken into account the following considerations in recommending QPR Shareholders accept the Offer:
- QPR has been seeking external finance for several months and no proposals offering better terms for QPR Shareholders have been received despite the fact that the Board have conducted a process to explore potential offerors of the Club;
- the Board of QPR has sought assurances from Sarita Capital in respect of its plans for investment into the Club upon the Offer becoming or being declared wholly unconditional. Sarita Capital has provided assurances to the Board of QPR that Sarita Capital intends to commit further significant sums to fund the current and continuing working capital requirements of the Club and, in particular, to fund the development of the Club's first team squad, its Academy and its scouting system; and
- the Board of QPR believes Sarita Capital's ownership of QPR will help provide the Club with the financial strength necessary to improve its performance in both the Championship and, in time, enable the Club to gain promotion to the FA Premier League.
8. Information relating to, Sarita Capital its directors and controllers
Sarita Capital, a company incorporated in the British Virgin Islands, was incorporated on 10 August 2007 exclusively for the purpose of making the Offer. Since its incorporation Sarita Capital has not traded.
Flavio Briatore is the ultimate beneficial owner of Sarita Capital.
The current director of Sarita Capital is Maria P. De Fusco
Further information on Sarita Capital and its owners and controllers will be set out in the Offer Document.
9. Information relating to QPR
QPR is one of the best supported football clubs in the Championship with attendance at home games averaging approximately 20,000, in the 2006/2007 season. The Club won the League Cup in 1967, and was an FA Cup Quarter Finalist in 1989, as well as finishing runner up in the 1976, then Division 1, title season. The Club was one of the founding members of the FA Premier League in 1992, and had Premiership status for 4 years before being relegated in 1996. The Company was floated in 1996. In 2001 hit financial hardship and was forced into administration and taken private. QPR have now begun a rebuilding process under new manager John Gregory and have been seeking further funding to secure the Club's future.
10. Financing of the Offer
The cash consideration payable under the Offer will be funded from the existing cash resources of Sarita Capital. Charles Stanley, financial adviser to Sarita Capital, is satisfied that sufficient resources are available to Sarita Capital to satisfy acceptance of the Offer in full.
11. Management and employees
It is the intention of Sarita Capital to continue to run QPR as a football business, with operations remaining at the current locations. However, Sarita Capital understands that as part of its integrated strategy going forward, there is not only a scope, but also a need to enhance current commercial operations to ensure that QPR can progress forward.
Sarita Capital has confirmed that it does not have any short term plans to dispose of or otherwise alter the use of any assets currently owned by the Club, although it would consider any potential opportunities if and when they were to arise.
Sarita Capital intends to work closely with the existing members of senior management and values greatly their continued involvement in the ongoing running of the Club. Mr Gianni Paladini will remain as Chief Executive of QPR and Flavio Briatore, Bruno Michel and Alejandro Agag will be invited to join the Board. Antonio Caliendo and Franco Zanotti have agreed to resign from the Board of QPR.
The Board of Sarita Capital has given assurances to the Board of QPR that, on the Offer becoming or being declared wholly unconditional, the existing employment rights of all management and employees of QPR, including pension rights, will be fully safeguarded.
Sarita Capital does not have any immediate plans which it believes would impact on the existing arrangements with employees. Once the Offer has become wholly unconditional there will be a full strategic review before there is any material change in the Club's strategy.
12. Disclosure of interests in QPR Shares
As at the date of this Announcement, save as disclosed above and save for the irrevocable undertakings referred to above and the QPR Shares represented thereby, neither Sarita Capital nor, so far as the directors of Sarita Capital are aware, nor any person acting in concert with it, nor Bernie Ecclestone, has any interest in or right to subscribe for any relevant securities of QPR nor are they party to any short positions (whether conditional or absolute and whether in money or otherwise) relating to relevant securities of QPR, including any short positions under derivatives, agreements to sell or any delivery obligations or rights to require another person to purchase or take delivery of any relevant securities of QPR nor does any such person have any arrangement in relation to relevant securities of QPR. Neither Sarita Capital nor, so far as the directors of Sarita Capital are aware, any person acting in concert with it has borrowed or lent any relevant securities of QPR. For these purposes, 'interest' includes any long economic exposure, whether conditional or absolute, to changes in the prices of securities. A person is treated as having an 'interest' by virtue, inter alia, of the ownership or control of securities or by virtue of any option in respect of, or derivative referenced to, securities.
13. Compulsory acquisition
If Sarita Capital 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 QPR Shares to which the Offer relates, Sarita Capital intends to exercise its rights pursuant to the provisions of Part 28 of the Companies Act 2006 to acquire compulsorily the remaining QPR Shares.
14. General
Your attention is drawn to the further information contained in the Appendices which form part of this Announcement.
The full text of the conditions and certain further terms of the Offer set out in Appendix 1 to this Announcement form part of, and should be read in conjunction with, this Announcement.
Appendix 2 to this Announcement provides details of additional information regarding the Offer, including the basis of calculations and sources of certain information included in this Announcement.
Appendix 3 Part A to this Announcement contains details of the irrevocable undertakings provided in relation to the Offer. Part B contains details of the irrevocable undertakings provided in relation to the EGM.
Appendix 4 to this Announcement contains definitions of certain terms used in this Announcement.
The Offer documentation setting out in full the terms and conditions of the Offer will be posted to QPR Shareholders as soon as practicable but in any event, save with the consent of the Panel, by 28 September 2007 at the latest.
Enquiries:
Charles Stanley Securities Telephone: +44 (0) 20 7149 6000
(Financial adviser to Sarita Capital )
Philip Davies
Russell Cook
Henry Fitzgerald-O'Connor
QPR Holdings Limited Telephone: +44 (0) 208 740 2500
Gianni Paladini
ARM Corporate Finance Limited Telephone: +44 (0) 207 512 0191
(Financial adviser to QPR)
Alan MacKenzie
Ian Fenn
This Announcement does not, and is not intended to, constitute or form part of any offer to sell, or an invitation to purchase, any securities or the solicitation of any vote or approval in any jurisdiction. The Offer will be made solely by means of the Offer Document, which will contain the full terms and conditions of the Offer. QPR Shareholders are advised to read carefully the formal documentation in relation to the Offer once it has been despatched.
The availability of the Offer and the release, publication or distribution of this Announcement to persons who are not resident in the United Kingdom may be affected by the laws of the relevant jurisdictions in which they are located. Persons who are not resident in the United Kingdom should inform themselves of, and observe, any applicable requirements. Any failure to comply with such applicable requirements may constitute a violation of the securities laws of any such jurisdictions. This Announcement has been prepared for the purposes of complying with English law and the City Code and the information disclosed may not be the same as that which would have been disclosed if this Announcement had been prepared in accordance with the laws of jurisdictions outside the United Kingdom.
The Offer will not be made in or into any jurisdiction where to do so would constitute a violation of the relevant laws of such jurisdiction. Custodians, nominees and trustees should observe these restrictions and should not send or distribute the document in or into any jurisdiction where to do so would constitute a violation of the relevant laws of such jurisdiction.
Charles Stanley, which is authorised and regulated in the United Kingdom by the Financial Services Authority, is acting exclusively for Sarita Capital and no one else in connection with the Offer and will not be responsible to anyone other than Sarita Capital for providing the protections afforded to clients of Charles Stanley nor for providing advice in relation to the Offer, the content of this Announcement or any matter referred to herein.
DEALING DISCLOSURE REQUIREMENTS
Under the provisions of Rule 8.3 of the City Code, if any person is, or becomes, "interested" (directly or indirectly) in one per cent. or more of any class of "relevant securities" of QPR, 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 is withdrawn or when the "offer period" for the purposes of the City Code 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 QPR, they will be deemed to be a single person for the purpose of Rule 8.3.
Under the provisions of Rule 8.1 of the City Code, all "dealings" in "relevant securities" of QPR by Sarita Capital or QPR, or by any of their respective "associates", must 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 Takeover Panel's website at
www.thetakeoverpanel.org.uk.
If you are in any doubt as to the application of Rule 8 to you, please contact an independent financial adviser authorised pursuant to the Financial Services and Markets Act 2000, consult the Panel's website, or contact the Panel on +44 (0) 20 7382 9026 or by fax on +44 (0) 20 7236 7005.
"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 City 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, you should consult the Panel.
APPENDIX 1
CONDITIONS AND CERTAIN FURTHER TERMS
OF THE OFFER
The Offer will comply with the applicable rules and regulations of the Code and will be governed by English law and will be subject to the jurisdiction of the courts of England. In addition it will be subject to the terms and conditions set out in this Appendix 1 and the related Form of Acceptance and the further terms set out in the Offer Document.
CONDITIONS OF THE OFFER
The Offer will be subject to the following conditions:
(a) valid acceptances being received (and not, where permitted, withdrawn) by not later than 3.00 p.m. (London time) on the first closing date of the Offer (or such later time(s) and/or date(s) as Sarita Capital may, subject to the rules of the Code or with the consent of the Panel, decide) in respect of not less than 50 per cent. in nominal value of the QPR Shares to which the Offer relates and not less than 50 per cent. of the voting rights carried by the QPR Shares to which the Offer relates, provided that this condition will not be satisfied unless Sarita Capital (together with its wholly owned subsidiaries) shall have acquired or agreed to acquire (whether pursuant to the Offer or otherwise) directly or indirectly QPR Shares carrying in aggregate more than 50 per cent. of the voting rights then normally exercisable at general meetings of QPR, including for this purpose (except to the extent otherwise agreed by the Panel) any such voting rights attaching to QPR 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.
For the purposes of this condition:
(i) QPR Shares which have been unconditionally allotted shall be deemed to carry the voting rights they will carry upon issue;
(ii) the expression "QPR Shares to which the Offer relates" shall be construed in accordance with Part 28 of the Companies Act; and
(iii) valid acceptances shall be deemed to have been received in respect of any QPR Shares which Sarita Capital shall, pursuant to section 977(1) or sections 979(8) to (10) of the Companies Act be treated as having acquired or contracted to acquire by virtue of acceptance of the Offer.
(b) no Third Party having intervened (as defined below) 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, to an extent which is material to the Wider QPR Group taken as a whole to:
(i) make the Offer, its implementation or the acquisition or proposed acquisition by Sarita Capital of any shares or other securities in, or control or management of, QPR or any member of the Wider QPR Group void, illegal or unenforceable in any relevant jurisdiction, or otherwise materially directly or indirectly restrain, prevent, prohibit, challenge, frustrate, restrict, or delay or interfere with the same or impose material additional conditions or obligations with respect to the Offer or such acquisition, or otherwise materially impede, challenge or interfere with the Offer or such acquisition, or require material amendment to the terms of the Offer or the acquisition or proposed acquisition of any QPR Shares or the acquisition of control or management of QPR or the Wider QPR Group by Sarita Capital;
(ii) limit or delay, or impose any limitations on, the ability of Sarita Capital or any member of the Wider QPR 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 QPR Group;
(iii) require, prevent or materially delay the divestiture by Sarita Capital of any shares or other securities in any member of the Wider QPR Group;
(iv) require, prevent or materially delay the divestiture either by Sarita Capital or by any member of the Wider QPR Group of all or any material 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 material portion thereof, in any such case in a manner or to an extent which is material in the context of Sarita Capital or, as the case may be, the Wider QPR Group taken as a whole;
(v) except pursuant to Part 28 of the Companies Act, require Sarita Capital or any member of the Wider QPR Group to acquire, or to offer to acquire, any shares or other securities (or the equivalent) in any member of either the Sarita Capital or the Wider QPR Group owned by any Third Party;
(vi) materially limit the ability of Sarita Capital or any member of the Wider QPR Group to conduct or integrate its business, or any part of it, with the businesses or any part of the businesses of any other member of the Wider QPR Group; or
(vii) otherwise adversely affect the financial or trading position of any member of the Wider QPR 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.
(c) all Authorisations which are necessary or are reasonably considered necessary by Sarita Capital in any relevant jurisdiction for or in respect of the Offer or the acquisition or proposed acquisition of any shares or other securities in (except pursuant to Part 28 of the Companies Act), or control or management of, QPR or any other member of the QPR Group by Sarita Capital or the carrying on by any member of the Wider QPR Group of its business having been obtained, in terms and in a form reasonably satisfactory to Sarita Capital, from all appropriate Third Parties or from any persons or bodies with whom any member of the Wider QPR Group has entered into contractual arrangements, in each case, where the absence of such Authorisation would have a material adverse effect on the Wider QPR 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;
(d) there being no provision of any arrangement, agreement, licence, permit, franchise or other instrument to which any member of the Wider QPR Group is a party, or by or to which any such member or any material part 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, QPR or any other member of the Wider QPR Group by Sarita Capital or otherwise, could or might reasonably be expected (in any case, to an extent which is or in a manner which is material to the Wider QPR Group taken as a whole) to result in:
(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 QPR 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 QPR Group to borrow monies or incur any indebtedness being withdrawn, prohibited or inhibited or becoming capable of being withdrawn, prohibited or inhibited;
(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 QPR Group or any such mortgage, charge or other security interest (wherever created, Arising or having arisen) becoming enforceable or being enforced;
(iii) any such arrangement, agreement, licence, permit, franchise or instrument, or the rights, liabilities, obligations or interests of any member of the Wider QPR 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 QPR Group being or falling to be disposed of or ceasing to be available to any member of the Wider QPR 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 QPR Group in each case otherwise than in the ordinary course of business;
(v) any member of the Wider QPR Group ceasing to be able to carry on business under the name which it presently carries on its business;
(vi) the creation of any liabilities (actual or contingent) by any member of the Wider QPR Group other than in the ordinary course of business;
(vii) the rights, liabilities, obligations, interests or business of any member of the Wider QPR Group under any such arrangement, agreement, licence, permit, franchise, consent 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 or adversely modified or affected; or
(viii) the financial or trading position or the value of any member of the Wider QPR Group being prejudiced or adversely affected; and
(ix) no event having occurred which, under any provision of any such arrangement, agreement, licence, permit or other instrument, would, or might reasonably be expected to, result in any of the events or circumstances which are referred to in paragraphs (i) to (viii) of this condition (d);
(e) since 31 May 2006, no member of the Wider QPR Group having (in any case, to an extent which or in a manner which is material to the Wider QPR Group taken as a whole):
(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 QPR and wholly-owned subsidiaries of QPR;
(ii) purchased, redeemed or repaid any of its own shares or other securities or reduced or made any other change to any part of its share or loan capital;
(iii) recommended, declared, paid or made any dividend or other distribution whether payable in cash or otherwise or made any bonus issue;
(iv) made, committed to make authorised, proposed or announced any change in its loan capital;
(v) (other than any acquisition or disposal in the ordinary course of business and/or a transaction between members of the QPR Group) merged with, demerged or acquired any body corporate, partnership or business or acquired or disposed of or transferred, mortgaged, 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, (other than in the ordinary course of business) or authorised the same;
(vi) issued, authorised or approved the issue of, or authorisation of or made any change in or to, any debentures or save as Publicly disclosed incurred or increased any indebtedness or become subject to a liability (actual or contingent) which in any case is outside the ordinary course of business and material in the context of the Wider QPR 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 could be reasonably expected to involve an obligation of such a nature or magnitude); or
(B) would or might reasonably be expected to restrict the business of any member of the Wider QPR Group; or
(C) is other than in the ordinary course of business;
(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 QPR Group otherwise than in the ordinary course of business;
(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 QPR 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 or over all or any part of its assets and revenues or any analogous proceedings in any jurisdiction or appointed any analogous person in any jurisdiction;
(xi) terminated the terms of any agreement or arrangement between any member of the Wider QPR Group and any other person in a manner which is likely to have a material adverse effect on the position or prospect of the Wider QPR Group;
(xii) 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;
(xii) otherwise than in the ordinary course of business, waived or compromised any claim;
(xiv) made any alteration to its memorandum or articles of association;
(xv) made or agreed or consented to provide any pension benefits or set up any pension scheme;
(xvi) proposed, agreed to provide or modified the terms of any share option scheme or incentive scheme of the Wider QPR Group;
(xvii) save as between QPR and its wholly-owned subsidiaries, granted any material lease in respect of any of the leasehold or freehold property owned or occupied by it or transferred or otherwise disposed of any such property; or
(xviii) 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 (e);
(f) except as Publicly disclosed:
(i) there having been no adverse change or deterioration in the business, assets, financial or trading positions or profit of any member of the Wider QPR Group to an extent which is material in the context of the Wider QPR Group taken as whole;
(ii) no contingent or other liability of any member of the Wider QPR Group having arisen or become apparent or increased which is material in the context of the Wider QPR Group taken as a whole;
(iii) no litigation, arbitration proceedings, prosecution or other legal proceedings to which any member of the Wider QPR Group is may become a party (whether as claimant, defendant or otherwise) having been announced or instituted by or against or remaining outstanding against or in respect of any member of the Wider QPR Group which in any case might reasonably be expected to materially and adversely affect the Wider QPR 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 announced or instituted by or against or remaining outstanding against or in respect of any member of the Wider QPR Group, which in any case might reasonably be expected to materially and adversely affect the Wider QPR Group taken as a whole.
(v) no claim being made, and no circumstances having arisen which might lead to a claim being made, under the insurance of any member of the Wider QPR Group which might have a material adverse effect on the Wider QPR Group;
(g) except as Publicly disclosed:
(i) that any financial or business or other information concerning the Wider QPR Group disclosed at any time by or on behalf of any member of the Wider QPR Group, whether publicly, to Sarita Capital or otherwise, is materially misleading or contains any misrepresentation of fact or omits to state a fact necessary to make any information contained therein not materially misleading and which was not subsequently corrected before the date of this Announcement by disclosure either publicly or otherwise to Sarita Capital to an extent which in any case is material in the context of the Wider QPR Group taken as a whole; or
(ii) that any member of the Wider QPR Group is subject to any liability (actual or contingent) which is not disclosed in QPR's annual report and accounts for the financial year ended 31 May 2006 or has otherwise been Publicly disclosed and which in any case is material in the context of the Wider QPR 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 QPR Group to an extent which is material in the context of the Wider QPR Group taken as a whole.
(h) except to the extent Publicly disclosed:
(i) that any past or present member of the Wider QPR Group has not complied with any applicable legislation or regulations of any jurisdiction with regard to the use, treatment, handling, storage, transport, release, disposal, discharge, spillage, leak or emission of any waste or hazardous substance or any substance likely to impair the environment or harm human health, or otherwise relating to environmental matters or the health and safety of any person, or that there has otherwise been any such use, treatment, handling, storage, transport, release, disposal, discharge, spillage, leak or emission (whether or not this constituted a non-compliance by any person with any legislation or regulations and wherever the same may have taken place) which, in any case, would be likely to give rise to any liability (whether actual or contingent) or cost on the part of any member of the Wider QPR Group; or
(ii) that there is, or is likely to be, any liability, whether actual or contingent, to make good, repair, reinstate or clean up any property now or previously owned, occupied or made use of by any past or present member of the Wider QPR Group or any other property or any controlled waters under any environmental legislation, regulation, notice, circular, order or other lawful requirement of any relevant authority or third party or otherwise, which in any case is material in relation to the Wider QPR Group taken as a whole.
(i) all notifications and filings which are necessary 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 necessary statutory or regulatory obligations in any relevant jurisdiction having been complied with in each case in connection with the Offer or the proposed acquisition of any shares or other securities in, or control of, QPR or any other member of the Wider QPR Group by Sarita Capital where, in each case, the absence of such compliance might have a material and adverse affect on the business of any member of the Wider QPR Group; and
(j) no notification having been received from any relevant authority or other person that any interests held by the Wider QPR Group under licences, patents, trademarks, leases and other rights in the UK and overseas will be adversely affected (in any case to an extent which is material to the Wider QPR Group taken as a whole) by the Offer or the proposed acquisition of QPR Shares by Sarita Capital, or that such licences, patents, trademarks, leases and other rights are no longer in full force and effect, or that there is an intention to revoke any of the same.
(k) For the purpose of these conditions:
(i) "Third Party" means any central bank, government, government department or governmental, quasi-governmental, supra-national, statutory, regulatory or investigative body, authority (including any national anti-trust or merger control authority), court, trade agency, association, institution or environmental body or any other statutory person or body whatsoever in any relevant jurisdiction;
(ii) 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 and "intervene" shall be construed accordingly; and
(iii) "Authorisations" means authorisations, orders, grants, recognitions, determinations, certificates, confirmations, consents, licences, clearances, provisions and approvals.
Subject to the requirements of the Panel, Sarita Capital reserves the right to waive in whole or in part all or any of conditions (b) to (j) inclusive.
Conditions (b) to (j) inclusive must be satisfied as at, or waived on or before 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 Sarita Capital, with the consent of the Panel, may decide). Sarita Capital shall be under no obligation to waive or determine to be, or treat as, fulfilled, any of conditions (b) to (j) inclusive by a date earlier than the date specified above for the fulfilment thereof notwithstanding that the other conditions of the Offer may at such earlier date have been waived or fulfilled and that there are at such earlier date no circumstances indicating that any of such conditions may not be capable of fulfilment.
Except with the Panel's consent Sarita Capital will not invoke any of the above conditions (except for condition (a)) so as to cause the Offer not to proceed, to lapse or be withdrawn unless the circumstances which give rise to the right to invoke the relevant conditions are of material significance to Sarita Capital in the context of the Offer.
If Sarita Capital is required by the Panel to make an offer for the QPR Shares under the provisions of Rule 9 of the Code, Sarita Capital may make such alterations to the terms and conditions of the Offer, including to condition (a), as are necessary to comply with the provisions of that Rule.
FURTHER TERMS OF THE OFFER
The Offer will lapse if it is referred to the Competition Commission before 1.00 p.m on the later of the first closing date of the Offer and the date on which the Offer becomes or is declared unconditional as to acceptances (whichever is the later).
QPR Shares will be acquired by Sarita Capital fully paid and free from all liens, equitable interests, charges, encumbrances and other third party rights of any nature whatsoever and together with all rights attaching to them, including the right to receive and retain all dividends and distributions (if any) declared, made or payable after the date of this Announcement.
The Offer will be on the terms and will be subject, inter alia, to the conditions which are set out in this Announcement and in this Appendix 1 and those terms which will be set out in the Offer Document and in the Form of Acceptance and such further terms as may be required to comply with the provisions of the Code.
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 requirements.
APPENDIX 2
BASES AND SOURCES OF INFORMATION
(a) The value attributed to the existing issued share capital of QPR is based upon the 100,000,000 QPR Shares in issue on 30 August 2007, being the latest practicable date prior to the issue of this Announcement.
(b) References to a percentage of QPR Shares are based on the number of QPR Shares in issue as set out in paragraph (a) above.
APPENDIX 3
Part A
IRREVOCABLE UNDERTAKINGS TO ACCEPT THE OFFER
All of these undertakings will continue to be binding even if a competing offer is made for QPR which exceeds the value of the Offer and even if such higher offer is recommended for acceptance by the Board of QPR.
Shares Held % Name of Shareholder Representing
27,648,838 27.6% Barnaby Holdings LLC A Caliendo*
14,763,183 14.8% Moorbound Ltd G Paladini*
* Directors of QPR
Part B
IRREVOCABLE UNDERTAKINGS TO VOTE IN FAVOUR OF THE SPECIAL RESOLUTION AT THE EGM
All of these undertakings shall terminate and cease to have effect if the Offer Document shall not have been despatched on or before 31 October 2007.
Shares Held % Name of Shareholder
8,790,740 8.8.% Tring Securities Ltd
3,570,000 3.6% Anaid Investments Limited
1,940,838 1.9% Paul Grant
APPENDIX 4
DEFINITIONS
The following definitions apply throughout this Announcement unless the context requires otherwise.
Act the Companies Act 1985, as amended
Announcement this announcement dated 1 September 2007
ARM Corporate Finance ARM Corporate Finance Limited, authorised and regulated by the Financial Services Authority
Board
as the context requires, the board of directors of QPR or the board of directors of Sarita Capital and the terms "QPR Board" and "Sarita Capital Board" shall be construed accordingly
Business Day a day (other than a public holiday, Saturday or Sunday) on which clearing banks in London are open for normal business
Caliendo Loan the loan in the aggregate amount of £6,581,328 made by Antonio Caliendo, a QPR Director, to the Company as evidenced by a loan agreement dated 30 August 2007
Charles Stanley Charles Stanley Securities, a division of Charles Stanley & Co. Limited, authorised and regulated by the Financial Services Authority
Code or Takeover Code the City Code on Takeovers and Mergers
Companies Act the Companies Act 2006
Conditions the conditions to the implementation of the Offer which are set out in Appendix 1 to this Announcement
Convertible Loan Facility or Loan Facility two convertible loan facilities dated 31 August 2007 made between (i) Sarita Capital and the Company and (ii) Bernie Ecclestone and the Company
EGM the Extraordinary General Meeting to be held to authorise the conversion of the Loan Facilities
FA Premier League Football Association Premier League Limited competition
Form of Acceptance the form of acceptance and authority for use by QPR Shareholders in connection with the Offer which will accompany the Offer Document when issued
Listing Rules the rules and regulations made by the Financial Services Authority in its capacity as the UK Listing Authority under the Financial Services and Markets Act 2000, and contained in the UK Listing Authority's publication of the same name
Offer the recommended offer to be made by Sarita Capital to acquire the entire issued and to be issued ordinary share capital of QPR on the terms and subject to the conditions to be set out in the Offer Document and the Form of Acceptance and, where the context so requires, any subsequent revision, variation, extension or renewal of such offer
Offer Document the document to be published and sent to QPR Shareholders containing the Offer
Offer Period the offer period (as defined in the Code) relating to QPR, which commenced on 24 August 2007
Offer Price 1 pence per QPR Share
Ordinary Shares ordinary shares of 1 pence each in the capital of the Company
Panel the Panel on Takeovers and Mergers
Publicly disclosed specifically disclosed in the annual report and accounts for the QPR Holdings Limited for the year ended on 31 May 2006 or in this Announcement
QPR or the Club or the Company QPR Holdings Limited
QPR Directors or the Board of QPR the directors of QPR being Antonio Caliendo, Gianni Paladini and Franco Zanotti
QPR Football Club means The Queens Park Rangers Football and Athletic Club Limited
QPR Shares the existing unconditionally allotted or issued and fully paid ordinary shares of 1 pence each in the capital of QPR and any further shares which are unconditionally allotted or issued before the date on which the Offer closes (or such earlier date or dates, not being earlier than the date on which the Offer becomes unconditional as to acceptances or, if later, the first closing date of the Offer, as Sarita Capital may decide)
QPR Shareholders registered holders of QPR Shares
Restricted Jurisdiction any jurisdiction where extension or acceptance of the Offer would violate the law of that jurisdiction
Regulatory Information Service any of the services set out in Appendix 3 to the Listing Rules
Sarita Concert Party Sarita Capital and Mr Bernie Ecclestone
Sarita Capital Sarita Capital Investment Inc, a company incorporated under the laws of the British Virgin Islands whose registered office is at OMC Chambers, PO BOX 3152, Road Town, Tortola, British Virgin Islands
UK or United Kingdom the United Kingdom of Great Britain and Northern Ireland
Wider QPR Group QPR and its subsidiaries, subsidiary undertakings, associated undertakings and any other undertakings, in which QPR and/or such undertakings (aggregating their interests) have a significant interest. For these purposes, 'subsidiary', 'subsidiary undertaking', 'associated undertaking' and 'undertaking' have the meanings given by the Act, other than paragraph 20(l)(b) of Schedule 4A to the Act which shall be ignored for this purpose, and 'significant interest' means a direct or indirect interest in 20 per cent. or more of the total voting rights conferred by the equity capital of an undertaking.
All references to time in this Announcement are to London time unless otherwise stated.
