Takeover of Watford closer as bid will be made for parent club Watford Leisure Plc

Watford FC Ltd was set up by orthopaedic surgeon Panos Thomas in January and the Watford Observer revealed last month that close friend Laurence Bassini was the man providing the financial backing.

A lengthy announcement was made to the Stock Exchange this morning. It included a ‘summary and highlights section which can be seen below.

More to come soon.

Summary and Highlights:

-- The boards of directors of WFCL and Watford Leisure announce the terms of a cash offer to be made by WFCL to acquire the entire issued and to be issued ordinary share capital of Watford Leisure.

-- The Offer will be made on the basis of 1 pence in cash for each Watford Leisure Share. The Offer values the entire existing issued ordinary share capital of Watford Leisure at approximately GBP0.44 million.

-- WFCL has received irrevocable undertakings to accept the Offer from certain substantial Watford Leisure Shareholders in respect of, in aggregate, 23,675,233 Watford Leisure Shares, representing approximately 53.95 per cent. of the existing issued ordinary share capital of Watford Leisure. The undertakings given by such Watford Leisure Shareholders will remain binding, even if a higher competing offer for Watford Leisure is announced, unless the Offer Document is not published within 21 days from the date of this announcement or the Offer lapses or is withdrawn. Further details of these irrevocable undertakings are set out in paragraph 3 of Part 2 below.

-- WFCL has entered into agreements with the Warrantholders, conditional on the Offer becoming or being declared wholly unconditional, to acquire all of the issued 202,840,000 Warrants for a nominal sum.

-- The Offer Document, setting out full details of the Offer and the procedures to be followed by Watford Leisure Shareholders to accept the Offer, together (where appropriate) with a Form of Acceptance, will be posted to Watford Leisure Shareholders and, for information purposes only, to Warrantholders, subject to certain restrictions relating to persons resident in any Restricted Jurisdiction, as soon as practicable and in any event within 28 days from the date of this announcement, unless otherwise agreed with the Panel.

Information on WFCL

-- WFCL is a private limited company, incorporated in England in January 2011, specifically for the purposes of making the Offer and is beneficially wholly owned by Laurence Bassini.

-- Following the successful completion of the Offer, WFCL intends to continue to work with the existing management team of Watford Leisure to deliver its business plan and three specific proposed ground improvement projects, although the timing of the implementation and preferred funding method for such projects has yet to be confirmed or finalised.

Information on Watford Leisure

-- Watford Leisure is an English public company whose principal activity is to act as the holding company of the Club in which it has a 96 per cent. majority interest. The principal activity of the Club is the operation of a professional football league club and related commercial activities. The Club's first team currently plays in the Championship and its activities are regulated by the Football League and the Football Association. Watford Leisure's shares have been admitted to trading on AIM since July 2001.

Later in the announcement it read

This summary (Part 1) should be read in conjunction with, and is subject to, the full text of the following announcement (Part 2 and the appendices). In particular, the Offer will be subject to the conditions and terms set out in Appendix I to this announcement and the further terms to be set out in the Offer Document. Appendix II contains the bases and sources of certain financial information used in this announcement. Certain definitions apply throughout this announcement. Your attention is drawn to Appendix III at the end of this announcement where these definitions are set out in full.

Click here to see the announcement