Watford FC Limited's offer for the Hornets' parent company Watford Leisure Plc has tonight become 'wholly unconditional', which effectively hands Laurence Bassini control of the club.

A more detailed explanation on the structure of the offer can be seen here and tonight's statement to the Stock Exchange is below.

Watford FC Limited ("WFCL")

Cash Offer for Watford Leisure PLC ("Watford Leisure)

Offer Wholly Unconditional

 

1.    Offer Becomes Unconditional in All Respects

On 10 March 2011, WFCL announced the terms of a cash offer to acquire the entire issued and to be issued share capital of Watford Leisure.  The Offer Document setting out the full terms of the Offer was posted to Watford Leisure Shareholders on 25 March 2011.

  WFCL is pleased to announce that, as all of the conditions of the Offer have been satisfied or (where applicable) waived, the Offer is today declared unconditional in all respects.

 

2.    Level of acceptances

As at 5.00 p.m. on 1 April 2011 valid acceptances of the Offer had been received in respect of a total of 24,187,814 Watford Leisure Shares, representing approximately 55.11% of the issued share capital of Watford Leisure.    These acceptances include acceptances in respect of 23,675,233 Watford Leisure Shares, representing approximately 53.95 per cent. of Watford Leisure's issued ordinary share capital, which are the subject of irrevocable undertakings to accept, or procure the acceptance of, the Offer, as disclosed in the Announcement.     As described in the Offer Document, there are 202,840,000 Warrants outstanding and WFCL has agreed with the Warrantholders to purchase all of the outstanding Warrants for the aggregate sum of £1 in the case of each Warrantholder.  As the Offer has been declared wholly unconditional completion of the acquisition of the Warrants by WFCL will now occur shortly.

3.    Closing date of the Offer

  The Offer will remain open for acceptance until further notice.

 

4.    Settlement of consideration

Settlement of the consideration to accepting Watford Leisure Shareholders, or their designated agents, will be effected: (a)       in the case of acceptances received complete in all respects on or before today's date, within 14 calendar days of today's date; or (b)       in the case of acceptances received complete in all respects after today's date, within 14 calendar days of the date of such receipt, in each such case as further described in the Offer Document.

 

5.    Compulsory acquisition, cancellation of AIM admission and re-registration

If WFCL receives acceptances under the Offer in respect of, and/or otherwise acquires, 90 per cent. or more in value of the Watford Leisure Shares to which the Offer relates (and not less than 90 per cent. of the voting rights carried by Watford Leisure Shares), WFCL currently intends to exercise its rights pursuant to the provisions of sections 979 to 982 (inclusive) of the Companies Act 2006 to compulsorily acquire any remaining Watford Leisure Shares to which the Offer relates on the same terms as the Offer.

Furthermore, if WFCL receives sufficient acceptances from Watford Leisure Shareholders, and/or otherwise acquires sufficient Watford Leisure Shares, to take its shareholding to 75 per cent. or more of the Watford Leisure Shares, WFCL intends to procure the making of an application by Watford Leisure to the London Stock Exchange for the cancellation of the admission of the Watford Leisure Shares to trading on AIM.  It is anticipated that, subject to any applicable requirements of the London Stock Exchange, such cancellation will take effect no earlier than 20 Business Days after the date on which WFCL receives sufficient acceptances from Watford Leisure Shareholders, and/or otherwise acquires sufficient Watford Leisure Shares, to take its shareholding to over 75 per cent.

  It is further proposed that after the Watford Leisure Shares are no longer admitted to trading on AIM, Watford Leisure will be re-registered as a private limited company under the relevant provisions of the Companies Act 2006.

  Cancellation of the admission of Watford Leisure Shares to trading on AIM and re-registration as a private limited company will significantly reduce the liquidity and marketability of any Watford Leisure Shares not assented to the Offer at that time and the value of any such Watford Leisure Shares may be affected as a consequence.

 

6.    Acceptance of the Offer

Watford Leisure Shareholders who wish to accept the Offer and who have not already done so should:   ▪      in respect of Watford Leisure Shares in certificated form, complete, sign and return the Form of Acceptance, in accordance with the instructions set out in the Offer Document and in the Form of Acceptance, so as to be received by Capita Registrars (at The Registry, 34 Beckenham Road, Beckenham, Kent, BR3 4TU) as soon as possible; and    ▪      in respect of Watford Leisure Shares in uncertificated form (that is, in CREST), accept electronically through CREST, in accordance with the instructions set out in the Offer Document, so that the TTE instruction settles as soon as possible. Watford Leisure Shareholders holding Watford Leisure Shares as a CREST sponsored member should refer to their CREST sponsor as only the CREST sponsor will be able to send the necessary TTE instruction to CREST.

 

7.    Offer Document

  Copies of the Offer Document are available from Capita Registrars at The Registry, 34 Beckenham Road, Beckenham, Kent, BR3 4TU.

  This announcement should be read in conjunction with the Offer Document dated 25 March 2011. Terms defined in the Offer Document shall have the same meanings in this announcement.