From: The Consortium known as the known as the Blue Knights Consortium (the Consortium) and Brian Kennedy
To: Mr Paul Clark and Mr David Whitehouse The Administrators of The Rangers Football Club plc – In Administration Duff & Phelps Limited 43-45 Portman Square London W1H 6LY
28 April 2012
Offer Letter - SUBJECT TO CONTRACT
The Rangers Football Club plc – In Administration (the Company)
We are writing to make an offer, subject to contract, by a consortium headed by Paul Murray, known as the Blue Knights Consortium (the Consortium) and Brian Kennedy, such offer to be subject to legal and financial due diligence, to purchase the shareholding of the Company and the business and assets of the Company (the Shareholding and Business and Assets).
1.1 Subject to the matters set out below, we are prepared to purchase free from all liens, charges, equities and encumbrances such right, title and interest as the Company has in the Shareholding and Business and Assets, and in Ibrox Stadium and Murray Park (together the Premises) for a consideration of:
1.1.1 £5,000,000 (subject to paragraph 1.3 below);
1.1.2 the discharge of the debentures for £8,000,000;
1.1.3 an additional sum of £500,000 payable in consideration of and payable on the successful acquisition of the shares in the Company held by Craig Whyte and/or persons associated with or connected to him (which amount to at least 85% of the entire issued share capital of the Company);
1.1.4 the assumption of the football debts (up to a maximum of aggregate amount of £1,000,000) owed by the Company to Scottish football clubs;
1.1.5 on Rangers Football Club successfully qualifying for the group stages of the UEFA Champions League competition to be held in seasons 2012/13 and/or 2013/14, an additional £500,000 (for the avoidance of doubt, the maximum amount payable under this paragraph 1.5 is £1,000,000); and
1.1.6 on Rangers Football Club successfully qualifying for the quarter final stages of either of the UEFA Champions League competition to be held in seasons 2012/13 or 2013/14, an additional £1,000,000 (for the avoidance of doubt, the maximum amount payable under this paragraph 1.6 is £1,000,000).
1.2 The apportionment is subject to further discussions and will be agreed in the contract. The structure of the purchase vehicle and the Company will be in whatever form is necessary to comply with regulations as stipulated by the Scottish Football Association (SFA), the Scottish Premier League (SPL) and UEFA.
1.3 A deposit of £250,000 shall be paid forthwith on confirmation that we have been granted preferred bidder status and on the entering into of a binding exclusivity agreement to our satisfaction providing exclusivity in accordance with paragraph 9 below. Such deposit will become a non-refundable on the satisfaction of all of the conditions to our offer and set out in this offer. Until such time, the deposit shall be entirely refundable on notice from us in writing to you and until the deposit becomes non-refundable, it must be held in Duff & Phelps' client account, on trust for us. On successful completion of the purchase of the assets by us pursuant to this offer, the deposit will be deemed to be a part payment of the amount referred to in paragraph 1.1.1 above.
2.1 The total consideration will be paid in full on completion following the sale and purchase of the Shareholding and Business and Assets, and Premises.
3 ASSETS BEING ACQUIRED
3.1 The Premises;
3.2 The SPL and SFA Shares;
3.3 The Player Registrations;
3.4 The plant, machinery, office furniture and equipment owned by the Company in relation to the Business whether situated at the Premises or elsewhere;
3.5 The goodwill of the Company relating to the Business including the right to use the name "Rangers Football Club";
3.6 Stock, raw materials, finished products and work in progress relating to the Business including any deposits received by the Administrators after the date of the administration relating to any of the customer contracts which we may acquire and complete;
3.7 The existing order book and customer contacts of the Company relating to the Business;
3.8 All intellectual property rights, licenses and trademarks of the Company relating to or used in the Business;
3.9 Any monies owing to the Company including football monies, which we understand to be circa £3,500,000, however, the running losses of the business through the administration period and the administrators' fees and expenses will be deducted from this amount;
3.10 The books and records of the Company relating to the Business excluding the records created by the Administrators for the purposes of the administration;
3.11 The vehicles owned by the Company and used in the Business;
3.12 All and any other assets of the Company.
We would expect all assets of the Company to be included in the sale, except for such assets of the Company that are needed (subject to our due diligence and agreement) to pay creditors within the administration and to pay the reasonable costs of the administrators and their advisors.
We shall only take over responsibility for those employees which are employed in the Business as at the date of actual completion. We also require the benefit of the Company's insurances in respect of actual or prospective claims by such employees, particularly in respect of health and safety matters. Any employees located at the Premises who are engaged either wholly or substantially in other areas of the Company's business or within the Company group will not transfer to us. The offer made takes into account the Transfer of Undertakings Regulations and we will require full due diligence in respect of the action taken by the administrators in relation to the employees of the Company and in particular the players recently released.
5 ACCESS TO RECORDS
As part of the due diligence exercise you will allow us access to the Company's records relating to the Business and Assets and Premises and in particular to its suppliers and its principal customers, including details of all present and future orders placed by those customers (subject to any reasonable and appropriate confidentiality agreement being entered into).
As part of this requirement, our client also requires access to all necessary information in order to submit an application to UEFA for a license to compete in UEFA competitions by the appropriate deadline.
6 THIRD PARTY ASSETS
All assets owned by third parties, whether on loan, hire, hire purchase, lease or any similar arrangements but presently in the possession of the Company at the Premises in relation to the Business are excluded from the sale. Neither the Company nor the Administrators will object to and will use their respective best endeavours to assist us in any negotiations to continue possession and use of or to acquire title to any such assets.
The existing charges or securities registered against the Shareholding and Business and Assets and Premises will be released in full on completion of the sale and purchase.
8 TERMS AND CONDITIONS
Our offer is made subject to the following:
8.1 that a CVA is issued to creditors within 2 weeks of the date of this offer in a form acceptable to us;
8.2 that a CVA is agreed by the requisite majority of creditors and the period for challenge of the CVA expires with no challenge being made;
8.3 that we are granted exclusivity until the date of the creditors meeting to approve the CVA and if the CVA is approved at the creditors meeting, the period of exclusivity shall automatically extend until such time as SFA and SPL agree to transfer the Shares;
8.4 that the SFA and SPL grant approval to the transfer of the Shares in the SFA and SPL to our Newco purchasing vehicle;
8.5 that we are satisfied with the results of legal and commercial due diligence reviews to be undertaken by us and our advisors;
8.6 to acquire, in accordance with the Code (as defined below), at least an 85% shareholding of all shares held in the Company to our satisfaction, including those held by Craig Whyte and/or persons associated with or connected to him. Nothing in this letter represents a legally binding offer for the shares (or any of them) in the Company nor by virtue of this letter will we acquire any interest in any shares in the Company for the purposes of the City Code on Takeovers and Mergers (the Code) nor does this letter constitute or evidence a firm intention on our part to make an offer for shares in the Company for the purposes of the Code;
8.7 all onerous contracts are terminated prior to the CVA with such onerous contracts to be approved by us;
8.8 that the purchase of the Shareholding and Business and Assets and Premises may be by a different group company or through a newly incorporated company as appropriate;
8.9 the release of all security over any assets of the Company including in particular the security originally granted in favour of Bank of Scotland and understood to have been assigned to Craig Whyte and/or associated parties;
8.10 we being satisfied that we have a full understanding of the all penalties, sanctions, and the like which have been or may be imposed upon the Company or Glasgow Rangers Football Club by the SFA, SPL or UEFA and/or any other relevant bodies and the ramifications thereof including any potential penalties in respect of breaches relative to player contracts arising from the EBT Scheme or any other matters,
8.11 that Ticketus has no legal ownership of future season ticket revenues and only has status as an unsecured creditor in respect of any claim it may have;
8.12 that this offer is made under English law and jurisdiction is within the English Courts.
The Company and the Administrators will agree not to enter into any contractual negotiations with any other party until such date is called for the creditors meeting to approve the CVA.
We confirm that we have funding in place to finance this offer and confirmation of the availability of this funding will be provided by Barclays Wealth on 30 April 2012.
11 COSTS AND VAT
Each party will be responsible for its own costs and expenses in connection with the matters contemplated in this offer. We assume that this will be a transfer of a going concern and that no VAT is chargeable.
Following completion there shall be a bar on publicity by either party of the proposed sale and purchase unless jointly agreed in writing.
13 NO INTENTION TO CREATE LEGAL RELATIONS
Notwithstanding anything contained in this letter, this does not and shall not in any circumstances be taken to constitute or form the basis of a contract between the parties who do not intend to create any legal relationships between them. Neither the Company nor the ourselves shall have any obligation to the other until the formal sale and purchase agreement reflecting and/or providing for the matters herein contemplated shall have been signed and exchanged between them.
We look forward to hearing from you as soon as possible so that we can proceed to the formalities of the sale and purchase.
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