buyers in for the toon

buyers in for the toon

Regulatory Announcement

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Company St James Holdings Limited
TIDM
Headline Offer for Newcastle United
Released 14:12 23-May-07
Number 1114X



For immediate release

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN, INTO OR FROM AUSTRALIA, CANADA, JAPAN OR THE UNITED STATES

23 May 2007

Cash Offer
by
St James Holdings Limited
for
Newcastle United PLC



Summary

· St James Holdings Limited (SJHL) (a company formed at the direction of Mike Ashley) announces that it has today acquired 55,342,223 Newcastle United Shares, representing approximately 41.6 per cent. of the issued share capital of Newcastle United, from Wynyard (Guernsey) Limited, Cameron Hall Developments Limited and Cameron Hall Developments Limited Executive Pension Scheme (the ultimate beneficial owners of each of which are all members of Sir John Hall’s family) at a price of 100 pence for each Newcastle United Share.

· SJHL is a UK private limited company which is wholly-owned by Mike Ashley and which has been incorporated for the specific purpose of acquiring Newcastle United Shares and making the Offer.

· In accordance with the provisions of Rule 9 of the City Code, SJHL also announces the terms of a cash offer to be made for all of the issued and to be issued share capital of Newcastle United which is not already owned by SJHL. SJHL intends to seek a recommendation of the Offer from the board of Newcastle United.

· The Offer will, when formally made, be conditional only upon the receipt of acceptances in respect of Newcastle United Shares which, together with the Newcastle United Shares acquired or agreed to be acquired before or during the Offer, will result in SJHL holding Newcastle United Shares carrying more than 50 per cent. of the voting rights in Newcastle United.

· The Offer will be 100 pence in cash for each Newcastle United Share, valuing the entire issued share capital of Newcastle United at £133.1 million

· The Offer represents:

o a premium of approximately 19 per cent. to the Closing Price of 84 pence for each Newcastle United Share on 22 May 2007; and

o a premium of approximately 50 per cent. to the average Closing Price of 66.9 pence for each Newcastle United Share in the three month period up to and including 22 May 2007,

22 May 2007 being the last business day prior to the announcement of the acquisition.

Commenting on the Offer:

Mike Ashley said:

“I am delighted to have this opportunity to invest in Newcastle United. The club has a fantastic infrastructure, for which Sir John and the board must take much of the credit. I am pleased that Sir John has agreed to remain as Life President of the club. Newcastle United has a wonderful heritage and the passion of its fans is legendary. I am sure that, like me, they are already excited about the prospects for next season under the new manager's stewardship.”

Sir John Hall said:

“I have been associated with the direction of Newcastle United for nearly 20 years. In that time, I have led the club and, before I retired, led the team responsible for the modernisation of the club we all see today.



It is now time for me to move on and let others take up the challenge of competing in the global market place.



Mike Ashley is a major player in the sporting world and I am convinced that he is the right person to take my place and take the club forward. I am sure he will be good for the club and its loyal fans and indeed for the region. I wish him the very best and hope he enjoys it as much as I have.



Finally, I would like to thank all the fans for their support whilst I was at the helm and would ask them to lend the same level of support to Mike. He has my full backing.”

The Offer Document will be posted to Newcastle United Shareholders in due course.

ENQUIRIES

Kaupthing Singer & Friedlander Tel: +44 (0)20 3205 5000

Nicholas How

Cameron Jack

Financial Dynamics Tel: +44 (0)20 7831 3113

Andrew Dowler

Jonathon Brill



This summary should be read in conjunction with the full text of the following announcement which sets out further details of the Offer. Appendix 1 contains the conditions and certain further terms of the Offer. Appendix 2 contains the sources and bases of information used in the announcement. Appendix 3 contains definitions of certain terms used in this announcement.

This announcement does not constitute an 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 the Offer Document and the Form of Acceptance, which will contain the full terms of the Offer (including details of how it may be accepted) and which will be posted to Newcastle United Shareholders in due course.

The availability of the Offer to Newcastle United Shareholders who are not resident in the United Kingdom may be affected by the laws of the relevant jurisdictions in which they are located or of which they are citizens. Such persons should inform themselves of, and observe, any applicable legal or regulatory requirements of those jurisdictions. Further details in relation to overseas shareholders will be contained in the Offer Document.

The Offer is not intended to be made, directly or indirectly, in, into or from Australia, Canada, Japan or the United States and the Offer will not be capable of acceptance from or within Australia, Canada, Japan or the United States. Accordingly, copies of this announcement are not being, and must not be, directly or indirectly, mailed or otherwise forwarded, distributed or sent in, into or from Australia, Canada, Japan or the United States and persons receiving this announcement (including custodians, nominees and trustees) must not mail or otherwise distribute or send it in, into or from such jurisdictions, as doing so may invalidate any purported acceptance of the Offer.

Kaupthing Singer & Friedlander Capital Markets Limited (“Kaupthing Singer & Friedlander”), which is authorised and regulated in the United Kingdom by the Financial Services Authority, is acting exclusively for SJHL and no-one else in relation to the Offer and will not be responsible to anyone other than SJHL for providing the protections afforded to clients of Kaupthing Singer & Friedlander or for providing advice in relation to the Offer or in relation to the contents of this announcement or any transaction or arrangement 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 1 per cent. or more of any class of “relevant securities” of Newcastle United, 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 pm (London time) on the 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 Newcastle United, 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 Newcastle United by SJHL, or by any of its respective “associates”, must be disclosed by no later than 12.00 noon (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.

“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 Takeover 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 Takeover Panel.



NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN, INTO OR FROM AUSTRALIA, CANADA, JAPAN OR THE UNITED STATES

23 May 2007

Cash Offer
by
St James Holdings Limited
for
Newcastle United PLC

1. Introduction

St James Holdings Limited announces that it has today acquired 55,342,223 Newcastle United Shares, representing approximately 41.6 per cent. of the issued share capital of Newcastle United, from Wynyard (Guernsey) Limited, Cameron Hall Developments Limited and Cameron Hall Developments Limited Executive Pension Scheme (the ultimate beneficial owners of each of which are all members of Sir John Hall’s family) at a price of 100 pence for each Newcastle United Share.

SJHL is a UK private limited company which is wholly-owned by Mike Ashley and which has been incorporated for the specific purpose of acquiring Newcastle United Shares and making the Offer.

In accordance with the provisions of Rule 9 of the City Code, SJHL also announces the terms of a cash offer to be made for all of the issued and to be issued share capital of Newcastle United which is not already owned by SJHL. SJHL intends to seek a recommendation of the Offer from the board of Newcastle United.

The Offer will, when formally made, be conditional only upon the receipt of acceptances in respect of Newcastle United Shares which, together with the Shares acquired or agreed to be acquired before or during the Offer, will result in SJHL holding Newcastle United Shares carrying more than 50 per cent. of the voting rights in Newcastle United.

2. The Offer

The Offer, which will be subject to the terms to be set out in the Offer Document and the Form of Acceptance, will be made on the following basis:

for each Newcastle United Share 100 pence in cash

The Offer values the entire issued share capital of Newcastle United at £133.1 million.

The Offer represents:

· a premium of approximately 19 per cent. to the Closing Price of 84 pence for each Newcastle United Share on 22 May 2007; and

· a premium of approximately 50 per cent. to the average Closing Price of 66.9 pence for each Newcastle United Share in the three month period up to and including 22 May 2007,

22 May 2007 being the last business day prior to the announcement of the acquisition.

The Newcastle United Shares will be acquired by SJHL pursuant to the Offer fully paid with full title guarantee and free from all liens, equitable interests, charges, encumbrances, pre-emption rights and other interests and rights of whatsoever nature and together with all rights now or hereafter attaching thereto, including the right to receive in full all dividends and other distributions declared, made or paid after the date of this announcement.

The Offer Document and the Form of Acceptance containing the full terms and conditions of the Offer will be despatched shortly.

3. Information on Newcastle United

Newcastle United is one of the leading football clubs in the UK, with an international brand and a fan base which embodies the passion and excitement of the world’s most popular sport. In addition to professional football, the Company’s business encompasses merchandising, retailing, catering, hospitality and media.

For the 11 months ended 30 June 2006, Newcastle United reported a loss on ordinary activities before taxation of £12.0 million (year ended 31 July 2005: profit of £0.6 million) on revenue of £83.1 million (year ended 31 July 2005: £87.0 million). As at 30 June 2006, Newcastle United had consolidated net assets of £16.8 million (31 July 2005: £30.4 million).

For the six month period ended 31 December 2006, Newcastle United reported a loss on ordinary activities before taxation of £9.8 million (six months ended 31 January 2006: loss of £6.3 million) on revenue of £45.3 million (six months ended 31 January 2006: £43.0 million). As at 31 December 2006, Newcastle United had consolidated net assets of £7.0 million (as at 31 January 2006: £22.5 million).

4. Information on Mike Ashley

Mike Ashley is the founder and majority shareholder of Sports Direct International plc, the shares of which recently commenced trading on the London Stock Exchange. Mike Ashley and his management team have developed Sports Direct in to the UK’s leading sports retailer, by revenue and operating profit, and the owner of several internationally recognised sports and leisure brands. Mike Ashley is the Executive Deputy Chairman of Sports Direct and holds approximately 57 per cent. of its share capital.

Mike Ashley’s acquisition of Newcastle United Shares and the subsequent offer to be made to Newcastle United Shareholders will be investments of SJHL, a company which is wholly owned by Mike Ashley. They are not investments of Sports Direct.

5. Information on SJHL

SJHL is a UK private limited company incorporated for the specific purpose of acquiring Newcastle United Shares and making the Offer, and is wholly-owned by Mike Ashley. Mike Ashley is the sole director.

SJHL has not traded since incorporation, nor has it entered into any obligations, other than in connection with the acquisition of Newcastle United Shares and the making of the Offer.

6. Financing of the Offer

In addition to the £55.34 million paid, in aggregate, to Wynyard (Guernsey) Limited, Cameron Hall Developments Limited and Cameron Hall Developments Limited Executive Pension Scheme as consideration for the acquisition of, in aggregate, 41.6 per cent. of the issued share capital of Newcastle United, Mike Ashley will, assuming full acceptance under the Offer, provide SJHL with a further amount of approximately £77.8 million in cash as funding for the Offer.

Kaupthing Singer & Friedlander is satisfied that resources are available to SJHL which are sufficient to satisfy the cash consideration payable to Newcastle United Shareholders in the event of full acceptance of the Offer.

7. Employees

SJHL confirms that, following the Offer becoming unconditional, the existing employment rights of all employees of Newcastle United will be safeguarded.

8. Compulsory acquisition, de-listing, cancellation of trading and re-registration

If SJHL receives sufficient acceptances under the Offer, SJHL may exercise its rights pursuant to the provisions of sections 974 to 991 (inclusive) of the Companies Act 2006 compulsorily to acquire the remaining Newcastle United Shares.

Furthermore, it is anticipated that Newcastle United will make applications to the UKLA for the cancellation of the listing of Newcastle United Shares on the Official List and to the London Stock Exchange’s market for listed securities for the cancellation of trading in Newcastle United Shares. It is expected that such cancellations will take effect no earlier than 20 business days after SJHL has acquired or agreed to acquire 75 per cent. of the voting rights attaching to the Newcastle United Shares. Such cancellation would significantly reduce the liquidity and marketability of any Newcastle United Shares in respect of which acceptances of the Offer have not been submitted.

SJHL will notify Newcastle United Shareholders if and when the notice period for the cancellations has commenced and the anticipated date of the cancellations.

Following these cancellations, it is anticipated that SJHL will re-register Newcastle United as a private company and it is unlikely that Newcastle United Shareholders who do not accept the Offer will receive the same level of future dividend payments (if any) in respect of their Newcastle United Shares as have been previously declared and paid.

9. Disclosure of interests in Newcastle United

As a result of the acquisition, SJHL owns, in aggregate, 55,342,223 Newcastle United Shares, representing approximately 41.6 per cent. of the issued share capital of Newcastle United.


























END

:beer: Get in! fat fred can finally go fuck himself!

good move for the toon

any info on this Mike Ashley character?

He's the owner of Sports Soccer. Billionaire. Can only be a good thing. Can't wait to see the toon running out in their Donnay strips next year!

he owns sports world, theres a couple of links to articles on him on nufc.com.

I didnt see this coming like, wasnt freddy boasting that we wernt for sale not so long ago and how he was good mates with the Halls and they wernt selling either?

i yesterday

Dunno why you're all saying it's a good move like.

What's he buying us for then? Has he not seen the shit the Sheperds and Halls get???

easily Britain's answer to the late Howard Hughes."[1]

Also from the above link:

im gonna miss freddie me like wonder if big sam knows about this it could be another fiasco for the toon if he didnt
never heard of this bloke before but he is the 25th richest fucker in britain so i have just been told

Can only be good for Newcastle this, unfortunately

I'd take a takeover from anyone who buys us some new fuckign defenders.

Because sheppard is an imbocile who has held Newcastle back for years with some shocking decisions

How and why?

Newcastle are gonna have Donnay Shirts with SportsSoceer slapped across the front of it

cant see how shep held the club back like can anyone remember what the club was like before Keegan was brought back we had a poor div 2 team with one of the worst stadiums in the top 2 leagues
he has always backed his managers with cash unlike a lot of other chairmen but he should never hav given roader the job or sour face but if the new bloke is gonna pump the cash in so be it at least he's English

Hiring pathetic managers and authorising some dodgy transfers

shepard wont sell his shares like!

this guy needs 75% percent to be able to don anything and he dosent have that.

People keep saying this but Shep has 28.something% & does what the fuck he likes. The Murdoch family owns about 29% of News International yet Rupert the capitalist runs the multinational mega corporation like a family business.