Escrow Agreement


 

TIDMBMC 
 
RNS Number : 7685X 
Birmingham City PLC 
20 August 2009 
 
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Birmingham City plc ("Birmingham" or the "Company") 
 
 
Escrow Agreement 
 
 
The board of Birmingham announces that on 20 August 2009 it entered into an 
escrow agreement (the "Escrow Agreement") with Grandtop International Holdings 
Limited ("Grandtop"), the holder of an existing 29.9% interest in the issued 
share capital of Birmingham. Under this agreement, Grandtop has put down a 
deposit of GBP3 million (the "Deposit") with a view to making an offer for the 
entire issued share capital of the Company (other than the shares in Birmingham 
already held by Grandtop (the "Offer"). The GBP3m deposit is a surety for 
Grandtop's ability and intention to make an Offer, without which the Company was 
unable to commit resources to considering an Offer. It is payable by Grandtop to 
the Company if an Offer does not materialise, except in the circumstances 
described in paragraphs 1 to 4 below. 
 
 
The Deposit becomes potentially payable to Birmingham if the major shareholders 
of Birmingham, being David Sullivan, David Gold and Ralph Gold, who are all 
directors of Birmingham (together with their associated interests) (together the 
"Irrevocable Givers"), sign irrevocable undertakings (the "Irrevocables") to 
accept an offer at GBP1.00 per ordinary share (the "Agreed Basis"). The 
Irrevocables, if signed, will be in respect of 40,757,026 ordinary shares of 10p 
each in the share capital of Birmingham, representing approximately 50.0% of the 
existing issued share capital. The Offer, if made, would value the entire issued 
share capital of Birmingham at approximately GBP81.5 million. It is expected 
that the Irrevocables will be signed as soon as Grandtop indicates that it is in 
a position to announce a firm intention to make an Offer on the Agreed Basis. 
 
 
If an Offer on the Agreed Basis is made and is declared unconditional in all 
respects, then the Deposit will be transferred to a receiving agent to be used 
as part of the payment to accepting shareholders under the Offer. However, if an 
Offer on the Agreed Basis has not been announced by Grandtop by way of an 
announcement of a firm intention to make an Offer by 1 October 2009 or, once 
made, is not declared unconditional in all respects by 30 October 2009, then the 
Deposit will be released to Birmingham unless: 
 
 
1.any of Irrevocable Givers fails to sign and deliver the Irrevocables within 24 
hours of being




      requested to do so by Grandtop or its advisers;


 
 
2.any of Irrevocable Givers breaches the terms of any of the Irrevocables once 
executed or has




      indicated his intention to be so in breach;


 
 
3. the board of Birmingham fails to provide written confirmation that it 
unanimously agrees to the




      giving of all of the Irrevocables by the


Irrevocable Givers and to inclusion of the terms of such




      agreement


in the announcement of an Offer or in an Offer document; or 
 
 
4. any member of the board of Birmingham or any adviser to Birmingham indicates 
publicly that such




      board will not or may not unanimously recommend


acceptance by Birmingham shareholders of




      an Offer on the Agreed


Basis by Grandtop. 
 
 
The signing of the Escrow Agreement is the first step towards a potential Offer 
by Grandtop and there can be no guarantee that an offer will be announced by 
Grandtop or that an Offer, if made, would be successful. 
 
 
Grandtop confirms that any offer for Birmingham would be made only in cash. This 
announcement has been made with the consent of Grandtop. 
 
 
Enquiries: 
 
 
+------------------------------------+------------------------------------+ 
| Shore Capital and Corporate        | 020 7408 4090                      | 
| Limited                            |                                    | 
| Graham Shore                       |                                    | 
| Stephane Auton                     |                                    | 
+------------------------------------+------------------------------------+ 
 
 
 
Dealing Disclosure Requirements 
Under the provisions of Rule 8.3 of the Takeover Code (the 'Code'), if any 
person is, or becomes 'interested' (directly or indirectly) in 1% or more of any 
class of 'relevant securities' of the Company, 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 3.30pm (London time) on the London business day 
following the date of the relevant transaction. This requirement will continue 
until the date on which the offer becomes, or is declared, unconditional as to 
acceptances, lapses or is otherwise withdrawn or on which the 'offer period' 
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 the Company, 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 Code, all 'dealings' in 'relevant 
securities' of the Company by an offeror or the Company, or by any of their 
respective 'associates', must be disclosed by no later than 12.00 noon (London 
time) on the London 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 
http://www.thetakeoverpanel.org.uk/. 
'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 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. 
If you are in any doubt as to the application of Rule 8 to you, please contact 
an independent financial advisor authorised under the Financial Services and 
Markets Act 2000, consult the Panel's website at www.thetakeoverpanel.org.uk or 
contact the Panel on telephone number +44 20 7638 0129; fax +44 20 7236 7013. 
Shore Capital and Corporate Limited is acting for the Company and for no-one 
else in connection with the matters referred to herein and will not regard any 
other person as its client nor be responsible to anyone other than the Company 
for providing the protections afforded to clients of Shore Capital and Corporate 
Limited nor for providing advice in relation to any matter referred to herein. 
 
 
 
This information is provided by RNS 
            The company news service from the London Stock Exchange 
   END 
 
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