Formal Bids; Facts & Media Reports (Oxymoron)

[Daggers]

Quick reminder of process

1) Board agrees to recommend offer

2) Final bid document sent to shareholders (not received as yet, we will confirm on our website as promised)

3) Relevant % of shareholders need to commit to offer in writing (main stage where bid could stumble depending on final offer, stating fact not being negative)

4) Formal EGM to confirm

So only at stage 1, but appears one step further forward

No further info posted tonight

The offer has been received by the Board of LCFC!

[davieG]

LCFC Official Statment

Leicester City Football Club today (Thursday) issued the following statement:

"Andrew Taylor has stepped down from his position as chairman of Leicester City Football Club.

"The board of directors wishes to place on record their appreciation of Andrew's passion, commitment and considerable efforts during his tenure as chairman.

"Deputy chairman Jim McCahill will, with immediate effect, take over the chairman's responsibilities in the interim period.

"Director Greg Clarke has also resigned from the club's board of directors.

"The board again wishes to record its appreciation for the tireless work undertaken by Greg over many years and for his key role in helping bring the club out of administration in 2003.

"The board's ongoing discussions with Milan Mandaric regarding his investment into the football club remain unaffected by the changes at board level.

"The board remains entirely committed to reaching a satisfactory conclusion with Mr Mandaric."

http://www.lcfc.premiumtv.co.uk/page/News/...~974164,00.html

[Daggers]

From the BBC

Mandaric says 'Be Patient'

Milan Mandaric has spoken out in an EXCLUSIVE interview with BBC Leicester to calm the nerves of City fans. Listen to our interviews, and watch Mandaric's first television interview here...

02 February

Serbian businessman Milan Mandaric has spoken out to calm the nerves of Leicester City supporters, following all the twists and turns of his proposed takeover.

Speaking from Belgrade, Mr Mandaric says he remains committed to taking control of the football club.

In an exclusive interview with BBC Leicester's Jon Barber, Mr Mandaric says he has found it a very difficult process...

audio Listen: Mandaric says 'Be Patient' >

Audio and Video links on this page require Realplayer

Meanwhile, Mandaric says he'll now have to turn to loan signings to improve the side.

He remains confident he can take control of the club in the next few weeks, and is already thinking about ways to improve the side.

Listen to MM here

[Nationwider]

Sat 3 Feb - mbking gets the credit for the original post, from the Mercreh...

We'll speed up Mandaric deal - new City chairman

Leicester City's new chairman Jim McCahill today said the depleted board would drive through Milan Mandaric's £25million takeover bid.

In fact McCahill believes the speed of negotiations will increase.

His comments come three days after the resignation of previous chairman Andrew Taylor and director Greg Clarke, the third largest shareholder who was an original member of the consortium which rescued City from administration in 2003.

McCahill, who was deputy chairman under Taylor, now leads a seven-man board which, I understand, will recommend Mandaric's terms to the shareholders.

McCahill said: "The proceedings will be accelerated and, hopefully, it will all go through.

"It is a shame about those who resigned. There was no fall-out, and we are all still friends.''

The departure of Taylor and Clarke was the latest twist to a saga which has dragged on for three months since the Serbian-American tycoon launched his takeover plans.

The delay has caused much frustration for both the fans and manager Robert Kelly, who was unable to use the tycoon's money during the January transfer window to bolster his squad.

The shock departures brought to three the number of resignations since Mandaric announced his bid for City on November 1.

James Johnson was the first to go at the end of December and it is believed he was against certain aspects of the deal.

All three - Taylor, Clarke and Johnson - were present at an extraordinary general meeting of City shareholders on November 18 when the green light was given to Mandaric's takeover.

That allowed Mandaric's advisors to look at the books during a process of due diligence and, after extra debt was revealed, he submitted revised terms which were also given the thumbs-up.

However, although agreement in principle was reached, the deal appears to have got bogged down and delayed by detail.

There is much speculation about the nature of these problems but it is unclear exactly what has happened because the negotiations have been conducted under a veil of secrecy.

The City board are, I understand, totally united in their efforts to land the deal.

Mandaric cannot comment on the details of what is an internal matter, but he will be encouraged by the positive noises emanating from the Walkers Stadium. His impatience matches that of the fans, and he has watched with dismay as date after date set for completion has come and gone.

But, with the seemingly interminable paperwork now being "accelerated", the way seems clear of any obstacles.

[Nationwider]

Sat 3 Feb - Again, from mbking, from the local rag...

Let's clinch it!

A delighted Milan Mandaric has promised "a tremendously aggressive, positive approach" to the completion of his Leicester City takeover.

The City board, after the shock resignations of chairman Andrew Taylor and director Greg Clarke, are united in recommending the deal to the shareholders.

And Taylor today also offered his backing and hoped the deal would be completed soon.

The process is now expected to accelerate. Mandaric said: "It is going to be a tremendously aggressive, positive approach to try to get this done as quickly as possible.

"It has been very frustrating, especially to miss the transfer window, but it looks as if we are near the end of it now."

Mandaric said that it was the overwhelming support of the City faithful that had caused him to stick with the deal despite the delays.

He said: "If I didn't care for the club, or rate the support of the fans so highly, while it is not in my nature to quit, I might not have stuck with it. But it has given me a great feeling for the club.

"The support of the fans has been a great incentive for me. They have given me the energy to go forward."

Taylor, who quit as chairman on Wednesday, declined to comment on his resignation, the reasons why he quit, or the detail of Mandaric's bid.

Instead, in a short but measured statement, he said he wished the board well - and hoped that City would now be able to move forward and be successful.

"There is not, I am afraid, a great deal I can say," he said.

"It is time now to give the board the space and the opportunity to deliver this deal.

"The board has my support and I look forward to them getting back round the table with Mr Mandaric and finalising this deal.

"It has taken far too long. I hoped it would be finalised weeks ago. But, as you have seen with Liverpool, for example, these things are complicated and can take longer than planned.

"The sooner we can put this behind us, the better.

"I respect the fact that you may have questions to ask. Now is not the time, I'm afraid, for me to answer them."

Mandaric, like Taylor, was set to watch City in their big relegation clash with Luton at the Walkers Stadium today.

The Serbian was mindful that a defeat would give him, and City, a bigger mountain to climb than when he first made his approach on November 1.

Three loan signings, Geoff Horsfield, Mark Yeates and Luigi Glombard, arrived on the deadline, but there were no purchases because Mandaric's cash was not in place.

Mandaric said recently that the delay had cost him three transfer targets, but he is now looking forward rather than back.

He said: "I think the club needs a different direction, needs leadership, and I am very positive about the final deal being completed so that I can help the club as much as possible, as soon as possible."

[davieG]

Posted by Foxpodder

Hate to say this ... but we had Ian Bason from the FT on foxpodder after the game. He said the bid document isn't in yet and it's therefore unlikely to be done next week - possibly the week after. He said that the last "indicative" bid that came in last week was significantly worse and in any event was bad enough for Taylor, and Clarke to walk away .. so theres no guarantee that the deal will go through! Just another twist? Or the last knockings? Judge for yourself.

Foxpodder

[davieG]

Foxes Trust Statement Written by Foxes Trust Board Saturday, 10 February 2007 The Foxes Trust Board confirms receipt of a document from Leicester FC relating to the takeover bid of Milan Mandaric.

This document has a requirement to give a written commitment to the sale of the Trust’s shares to Milan Mandaric within a limited time frame.

The Trust is currently completing it’s evaluation of the document.

During the last week the Trust Board, as well as holding it’s own board meeting, has attended a further two meetings.

On Wednesday night, LCFC shareholders had the opportunity to listen directly to Milan Mandaric as he outlined his plans for the future of the club and answered questions. Most of the Trust Board attended this meeting and raised several points

On Thursday night, several of the Trust Board along with a number of shareholders attended a meeting at Grace Road where a discussion took place on alternative options to the Mandaric bid, again Trust Board members contributed to the discussions.

Due to the confidential nature of each meeting, as outlined by the organisers in both cases the Trust Board cannot reveal in any greater depth the content of each meeting at this time.

Attendance of both meetings was vital for the Trust Board as the final stages of deciding whether to back the Mandaric bid.

The Trust Board will announce it’s decision within the next 48 hours.

[davieG]

Trust Backs Mandaric Bid Written by Foxes Trust Board Sunday, 11 February 2007 Following recent confirmation from the Foxes Trust Board that they had received the relevant paperwork from Leicester City FC regarding the Milan Mandaric takeover bid, the Trust Board has today released the following statement.

The Foxes Trust Board has today signed and submitted to the Leicester City FC Board the irrevocable undertaking documentation to sell its shares to UK Football Investments, LLC (the organisation created by Milan Mandaric to own LCFC).

Trust Board Member Matt Davis commented "Until now the Trust has always stated we were neither for nor against the takeover by Milan Mandaric & wanted to view the final bid detail before making any commitment. At the same time we also wanted to make sure all other options had been fully considered, just as we did when there were rival consortiums seeking to take the club out of administration a few years ago”

"The loss of parachute payments & falling attendances will, inevitably, mean the club urgently needs additional investment to be competitive in the Championship or risk losing our proud record of never being below 2nd tier football."

Chairman Ian Bason stated “We have now concluded the Milan Mandaric bid offers the best short & medium term option for Leicester City Football Club to play competitive football at the highest possible level, in particular his years of experience of running a number of clubs is not matched by the board which has ran the club in recent years”

“In our view the deal proposed by Mandaric is currently the only viable option for taking Leicester City Club forward. Ideally we would have liked to have had assurances on the issues we raised directly with Mandaric's representatives prior to the EGM in November before giving our support. However securing the deal is now of the utmost priority & urge all connected with the club and Mandaric’s representatives (even if the required % of shareholders support is not achieved initially) to ensure this prevails. Following the conclusion of the takeover we will then will be seeking to work closely with Mandaric to resolve the longer term issues we have raised.”

[davieG]

Feb 12th

LCFC Official Statement

Leicester City have this afternoon confirmed that a press conference will take place at the Walkers Stadium tomorrow (Tuesday, February 13) at 12 noon.

Further information will be posted here on lcfc.com as soon as it is available.

[Daggers]

Milan Mandaric Official Statement

"It is an honour and a privilege that the shareholders have accepted my offer to take control of Leicester City Football Club.

I would like to extend my wholehearted thanks to the shareholders for their immense trust and support as we now embark on a new era in the life of the club.

It goes without saying that I have untold respect for the former custodians of this club who stepped in at time when it's very future hung in the balance.

I am under no illusions that this is a massive challenge and my primary aim is to take a club that has immensely underachieved in recent years back to its rightful place in top-flight football.

I will apply immense experience, enthusiasm and financial support to ensure we achieve our goals but it's important to point out that success will only be achieved if unity prevails throughout the club.

Following my emotional departure from Portsmouth last year I had no desire to make an immediate return to football. But when this opportunity arose it proved extremely difficult to ignore.

At times this has proved to be a long and frustrating process but the incredible and overwhelming support from the club's fans gave me the energy to see this through to a conclusion.

The hard work begins now though with the immediate short-term priority to preserve our Championship status and once that is achieved we can build towards future success.

Remember 24 teams harbour the same dreams as us and only three will meet with success.

And I can assure you that if I don't take this club up in a three year period I will view that as failure and that is a word that nobody associates with me."

[Daggers]

Mandaric Welcomed To Leicester City

Chief Executive Tim Davies welcomed Milan Mandaric to Leicester City today and said it heralded the dawn of a new era for the Foxes.

Mandaric was unveiled at a Walkers Stadium press conference at lunchtime after assuming effective control of the club following shareholders' acceptance of his offer to purchase the club.

Mandaric comes on board exactly four years to the day that the club was officially taken out of administration in 2003.

And Davies said that the day promised to be every bit as important in the club's history.

Davies said: "This is the dawn of a new era for the football club.

"Shareholders have voted to accept Milan's offer for the club and this promises to be a most exciting new time in our history.

"Our existing shareholders saved the club by bringing it out of administration in 2003.

"Now they feel it is right to pass on ownership of the club to Milan as he is best placed to take the club forward."

Today's announcement brings an end to discussions which have continued for several months.

And Davies explained that the agreement had been reached as speedily as was practically possible - given the complexities of the agreement.

"All of us can fully sympathise with the frustrations felt by our supporters during this process," he added.

"Those same frustrations were felt by shareholders too but these agreements invariably have a habit of taking much longer than can be imagined.

"The shareholders' desire to complete the deal can be best summed in the amount of time it took to formally accept Milan's offer.

"The final offer document was only distributed at the end of last week. For the bid to be accepted, we required 75 per cent acceptance.

"Within a matter of 48 hours we had surpassed that significantly."

Davies said that all Foxes fans could now look forward to the future with renewed confidence.

"We know that the past few months have not been easy times for everyone connected with the club," he said.

"Now that cloud of uncertainty has been lifted and we can all plan for the future with renewed optimism.

"I'm sure that today's announcement will give the whole of the City and the County of Leicestershire a major lift."

[Daggers]

Thanks to Louise & FIAB for finding this (here):

Leicester City Football Club PLC

13 February 2007

UK Football Investments, LLC (the Investor)

13 February 2007

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART, IN, INTO OR

FROM THE UNITED STATES, CANADA, AUSTRALIA OR JAPAN OR ANY OTHER JURISDICTION

WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH

JURISDICTION

Proposed

Subscription by UK Football Investments, LLC for 19,138,432 'A' Ordinary Shares

at £0.470258 per share in Leicester City Football Club Plc

Put and call option in favour of Ordinary Shareholders

Waiver of mandatory offer requirements under Rule 9 of the City Code

Adoption of new Articles of Association

and

Re-registration as a private limited company

Summary and Highlights

The Board of LCFC and the Investor are pleased to announce the proposed

subscription by the Investor for 19,138,432 'A' Ordinary Shares in LCFC at

£0.470258 per share, Put and Call Options in favour of existing LCFC Ordinary

Shareholders, a waiver of mandatory offer requirements under the City Code, the

adoption of New Articles and the re-registration of LCFC as a private limited

company. The Proposals are conditional upon LCFC Shareholders passing the

Resolutions to be considered at an EGM of LCFC to be held on 9 March 2007.

The Investor was formed on 15 February 2002, under a different name, as a

limited liability company under the Delaware Limited Liability Company Act with

a registered address in care of Corporation Service Company, 2711 Centerville

Road, Suite 400, Wilmington, Delaware 19808. Since formation and until

completion of the Proposals, it will not have conducted any business or held any

assets. The sole Member (owner) of the Investor is Gregg Hawker, Steven N.

Frank and Milan Mandaric, in their representative capacity as Trustees of the

Milan Mandaric Revocable Trust dated June 24, 1999, as amended. The Investor is

managed by the Member.

The Subscription

If the Proposals are approved, the Investor has agreed to invest approximately

£9 million by way of the Subscription. Under the terms of the Subscription

Agreement, it will pay the sum of £4,500,000.38, representing fifty per cent. of

the Subscription Price, to LCFC on Completion. The balance of the Subscription

Price will be paid in full on or before 31 May 2008. Milan Mandaric has agreed

to provide a Company Guarantee in respect of the balance of the Subscription

Price. The net proceeds from the Subscription will be utilised by LCFC

principally for the purpose of improving the playing squad and meeting the

working capital requirements of LCFC.

Assuming all the Subscription Shares are issued, the Investor will hold slightly

in excess of 75 per cent. of the Enlarged Share Capital of LCFC. This will

enable it to pass any ordinary or special resolution of LCFC that it wishes, as

well as control the Board.

The Put and Call Options

Under the New Articles, the Ordinary Shareholders of LCFC will grant the

Investor an option to purchase all or some of their shares at a price of £0.10

per Ordinary Share (plus any additional consideration that may be payable if

certain conditions are met). The Call Option will be exercisable on any number

of occasions as the Investor wishes and at any time before 15 August 2010. The

additional consideration for the Ordinary Shares will be calculated and payable

as follows:

(a) if the Club is promoted to the Premier League at the end of any

of the 2007/2008 Season, the 2008/2009 Season or the 2009/2010 Season for the

next following Season (the 'First Premiership Season'), then the Investor will

pay an additional £0.40 per Ordinary Share to the Ordinary Shareholders on 15

August in the year that the Club is promoted to the Premier League;

(b) if the Club is promoted to the Premier League at the end of any

of the 2007/2008 Season, the 2008/2009 Season or the 2009/2010 Season for the

next following Season (the 'First Premiership Season') and the Club remains in

the Premier League for the Season immediately following the First Premiership

Season (the 'Second Premiership Season'), then the Investor will pay (in

addition to the amount specified in paragraph (a) above) an additional £0.50 per

Ordinary Share to the Ordinary Shareholders on 15 August in the year that the

Club commences its Second Premiership Season.

If neither of the conditions set out in paragraphs (a) and (b) above are met

then the Ordinary Shareholders will receive £0.10 per Ordinary Share at the time

of the exercise of the Call Option by the Investor.

If the Club has not been promoted to the Premier League at the end of any of the

2007/2008 Season, the 2008/2009 Season or the 2009/2010 Season and the Investor

has not given notice to exercise its Call Option by 15 August 2010 in respect of

all of the Existing Ordinary Shares and there has not been a Qualifying Offer,

the Ordinary Shareholders shall be deemed to have given notice to the Investor

to exercise an option to put all the Ordinary Shares on to the Investor at a

price of £0.10 per Ordinary Share.

If the Club is promoted to the Premier League, at the end of any of the 2007/

2008 Season, the 2008/2009 Season or the 2009/2010 Season and the Investor has

not given notice to exercise its Call Option by 15 August in the year that the

Club achieves promotion to the Premier League in respect of all the Existing

Ordinary Shares and there has not been a Qualifying Offer, the Ordinary

Shareholders shall be deemed to have given notice to the Investor to exercise an

option to put all of their remaining Ordinary Shares on to the Investor at a

price of £0.50 per Ordinary Share. In such event, and if the Club remains in

the Premier League for the Season immediately following the First Premiership

Season, Ordinary Shareholders would also be entitled to receive an additional

£0.50 per Ordinary Share on 15 August in the year that the Club commences its

second Season in the Premier League.

These arrangements therefore provide Ordinary Shareholders with a return or

partial return of their investment by 29 August 2010. Ordinary Shareholders

will receive a minimum of £0.10 per Ordinary Share unless the Club has attained

a place in the Premier League at the end of the 2007/2008 Season, the 2008/2009

Season or the 2009/2010 Season. As provided for above, further consideration

will also be payable if the Club remains in the Premier League for the following

Season. The Ordinary Shareholders will not otherwise participate in any future

gains or losses on their shares.

As security for the performance of the Investor's obligations under the Call

Option and the Put Option, Milan Mandaric has agreed to provide an Ordinary

Shareholder Guarantee. This guarantee is by Milan Mandaric and not a UK bank

and therefore in the event of any default, Ordinary Shareholders' principal

remedy would be to take proceedings against Milan Mandaric to recover any sums

due under the Ordinary Shareholder Guarantee.

The Takeover Code

Under Rule 9 of the Takeover Code, any person who acquires an interest (as

defined in the Takeover Code) in shares which, taken together with shares in

which he is already interested and in which persons acting in concert with him

are interested, carry 30 per cent. or more of the voting rights of a company

which is subject to the Takeover Code, that person is normally required to make

a general offer to all remaining shareholders to acquire their shares.

Similarly, where any person, together with persons acting in concert with him,

is interested in shares which in aggregate carry not less than 30 per cent. of

the voting rights of a company, but does not hold shares carrying more than 50

per cent. of the voting rights of the company, a general offer will normally be

required if any further interest in shares are acquired by any such person.

An offer under Rule 9 must be made in cash and at the highest price paid per

share by the person required to make the offer, or any person acting in concert

with him, for any interest in shares of the company acquired during the 12

months prior to the announcement of the offer.

The members of the Concert Party are deemed to be acting in concert for the

purpose of the Takeover Code. Immediately following the Subscription, the

members of the Concert Party will hold shares representing slightly in excess of

75 per cent. of the voting rights of the Enlarged Share Capital, all of which

would be held by the Investor.

The Panel has agreed, subject to the passing of Resolution 1 at the EGM on a

poll by independent holders of Existing Ordinary Shares, to waive the obligation

on the members of the Concert Party to make a general offer to Shareholders

under Rule 9 of the Takeover Code that would otherwise arise as a result of the

implementation of the Proposals. To be passed, a simple majority of the votes

must be cast in favour of Resolution 1 at the EGM.

Following completion of the Proposals, the Investor will hold more than 50 per

cent. of the Company's voting share capital and therefore for so long as it

continues to hold more than 50 per cent. of the Company's voting share capital,

the Investor, and also members of its concert party, may accordingly be able to

increase its aggregate interests in shares without incurring any obligation

under Rule 9 to make a general offer, although the Trust and the Member will not

individually be able to acquire shares in the Company which would individually

take them through a Rule 9 threshold without Panel consent. The Investor has

agreed to regulate this situation through the structure of the Put and Call

Options. Furthermore, there is no agreement, arrangement or undertaking

between the members of the Concert Party pursuant to which any of the

Subscription Shares or the Existing Ordinary Shares will be transferred by the

Investor to either the Member or the Trust.

Re-registration

At the EGM, a resolution will be proposed to re-register the Company as a

private limited company to take advantage of the greater flexibility and lower

level of regulation applicable to private companies which is appropriate where a

single shareholder controls 75 per cent. of the voting capital of a company.

The Re-registration process requires certain consequential changes to be made to

the memorandum of association of the Company and accordingly a further

resolution will be proposed at the EGM to approve such changes.

The Takeover Code will continue to apply to the Company if it is re-registered

as a private limited company until the date which is ten years from 22 January

2003 being the date on which the Company issued a prospectus offering 4,750,000

£1 ordinary shares at £1 per share to Shareholders.

Financial effects of the Proposals

Upon the Proposals becoming effective Ordinary Shareholders will be entitled to

receive a minimum of £0.10 per £1 Ordinary Share under either the Call Option or

the Put Option, such funds to be received by 29 August 2010.

The Subscription provides that the Company will receive approximately £9

million. Each Subscription Share will have a nominal value of £0.01 each but in

all other material respects as regards entitlement to voting, dividend and

participation in the capital of the Company will be equivalent to an Existing

Ordinary Share.

Recommendation

The Directors believe that the Proposals, and in particular the proposed

Subscription and the securing of the waiver from the obligation on the Concert

Party to make a general offer to shareholders under Rule 9 of the Takeover Code,

are in the best interests of the Company and its shareholders as a whole. In

providing advice to the Directors, Vantis has taken into account the commercial

assessment of the Directors. Vantis' advice to the Board is set out in Part III

of the document that will be sent to Shareholders. Accordingly, the Directors

unanimously recommend that Shareholders vote in favour of the Resolutions as

they themselves have undertaken to do in respect of their own beneficial

holdings which amount, in aggregate, to 6,024,476 Ordinary Shares, representing

approximately 94.44 per cent. of the Existing Ordinary Shares.

In addition, LCFC has received irrevocable undertakings to vote in favour of the

Resolutions as follows:

Name Number of Existing % of issued Existing

Ordinary Shares Ordinary Shares Capital

Charles Street Buildings (Leicester) Ltd 100,000 1.57

Karen and Peter Swann 100,000 1.57

J M McCahill Ltd 50,000 0.78

C J Upton & Sons Ltd 20,000 0.31

Timothy Bevan Davies 100,000 1.57

Pukka Pies Limited 500,000 7.84

Roger William Paltney 85,000 1.33

Anthony James Carpendale Wheeler 100,000 1.57

Martin Francis George 50,000 0.78

Alison Jenny Nettleton 25,000 0.39

Kerby & West 250,000 3.92

Clive Richard Sharpe 100,000 1.57

Peter John Lennon 35,000 0.55

Brian Raymond Maddison 110,000 1.72

Kenneth Raymond Brigstock 25,000 0.39

James Columba McCahill 200,000 3.14

Thomas Ellison Bloor 25,000 0.39

Anthony Wayne Lander 25,000 0.39

Walker McRobie 50,000 0.78

Stephen John Spencer Lee 200,000 3.14

Teresa Ann Lander 25,000 0.39

Peter William Freer 50,000 0.78

Robert Comrie Burns Craig 100,000 1.57

Vanda Alicia Craig 25,000 0.39

Martin John Page 60,000 0.94

Alan James Upton 100,000 1.57

Nicholas Charles Wilkinson 100,000 1.57

A M Widdowson & Son Ltd 250,000 3.92

Peter Eugene Hockenhull 125,000 1.96

David Wilson 150,000 2.35

Michael John Edwards 250,000 3.92

Donald Kendall 100,000 1.57

Roger Thomas Page 60,000 0.94

Hammond Grange Ltd 500,000 7.84

Leicester City Supporters Society Ltd 151,000 2.37

The Executors of Trevor Bennett 350,000 5.49

Jonathan Ray Holmes 100,000 1.57

David Peter John Ross 165,476 2.59

H W Coates Ltd 300,000 4.70

Emile Williams Heskey 50,000 0.78

Gary Lineker 100,000 1.57

Andrew Taylor 250,000 3.92

Gregory Alison Clarke 413,000 6.47

Dominic Shorthouse 100,000 1.57

6,024,476 94.44

In addition, the Company has received an irrevocable undertaking from T-C Sports

Co,Inc to vote in favour of the Resolutions at the EGM in respect of the one

Redeemable Share held by it.

Accordingly, irrevocable undertakings to vote in favour of the Resolutions have

been received from Shareholders with an interest in shares, representing in

aggregate 94.44 per cent. of the existing issued share capital of the Company.

Commenting on the Proposals, Milan Mandaric said:

'We are all aware of the difficulties faced by the Club at this moment and in

particular its precarious position in the Championship. Consequently, the Club

is facing a pivotal time over the coming months.

The Foxes have a long and proud history and I believe under new ownership and

direction it will be possible to build the Club back up and restore it to its

rightful position playing amongst the top flight of clubs in the UK and Europe

as it did in 2004 and before. I believe this will reward the fans for their

loyalty and support during recent difficult times.

My involvement and success at Portsmouth has been well publicised and I remain

proud of my achievements there. In making the proposed investment, my aim is to

draw upon my experience and skills to replicate that success with Leicester

City'

Jim McCahill, Chairman of LCFC, said:

'In 2003 the Club regained its status as a Premier League team but unfortunately

was relegated to the Championship the following season where it has remained.

Over the past several years the Club has invested in its infrastructure as

evidenced by a stadium of Premier League standard and extensive training,

medical and youth academy facilities.

The Board has considered the position of the Company and has concluded that a

significant injection of funds is required to take it forward and secure its

future with the express aim of a swift return to the Premier League.

The Board has for some time been actively exploring opportunities to attract

investment into the Club. The Board has investigated rights issues, met with

potential new investors and explored the benefits of a major investor. Through

the proposals that Milan Mandaric has submitted, the Investor will inject a

minimum of £9 million over an initial 15 month period; a significant investment

and one that should be considered against the background of the £2.2m raised

from new investors and rights issues in the near 4 years since the Club emerged

from administration and the absence of any other concrete proposals to take the

Club forward. The Board considers that because there are no other reasonably

practicable proposals available to the Club, and recognising that many Ordinary

Shareholders are likely to have subscribed for Ordinary Shares to support the

Club rather than investing for or in the expectation of financial gain, the

Proposals are in the interests of both the Club and Shareholders.

Shareholders will be aware that three directors, James Johnson, Andrew Taylor

and Greg Clarke, have recently resigned from the Board because they felt unable

to recommend the Proposals. However, they wish the Club well and have no

intention of acting contrary to the best interests of the Club. The Board again

wishes to place on record its appreciation of the enormous contribution made to

the Club by James, Andrew and Greg both as loyal and passionate supporters and

also during their time as directors.

The Board believes that, with Milan Mandaric's backing, Leicester City Football

Club will again be able to challenge for promotion to the Premier League.'

This summary should be read in conjunction with the full text of the following

announcement and the Appendices.

Appendix 1 sets out summaries of further terms in relation to the Proposals.

Appendix 2 contains source notes relating to certain information contained in

this announcement. Appendix 3 contains details of the irrevocable undertakings

received in relation to the Proposals. Certain terms used in this announcement

are defined in Appendix 4 to this announcement.

Enquiries:

For LCFC and the Investor:

Rachel Civey 07962 652036

Jon Dale 07739 852791

Vantis, which is authorised and regulated in the United Kingdom by the Financial

Services Authority, is acting for LCFC in connection with the Proposals and no

one else and will not be responsible to anyone other than LCFC for providing the

protections afforded to clients of Vantis nor for providing advice in relation

to the Proposals or any matter referred to herein.

This announcement is not intended to and does not constitute or form any part

of, an offer to sell or an invitation to purchase or the solicitation of an

offer to subscribe for any securities or the solicitation of any vote or

approval in any jurisdiction pursuant to the Proposals or otherwise. The

Proposals will be made solely through the document and the notice of

Extraordinary General Meeting, which will together contain the full terms and

conditions of the Proposals, including details of how to vote in favour of the

Resolutions. Any response to the Proposals should be made only on the basis of

the information contained in the document and notice of Extraordinary General

Meeting.

The distribution of this announcement in jurisdictions other than the UK may be

restricted by law and therefore any persons who are subject to the laws of any

jurisdiction other than the UK should inform themselves about, and observe, any

applicable requirements. In particular, the Offer is not being made, directly or

indirectly, in the United States, Canada, Australia or Japan. This announcement

has been prepared for the purpose of complying with English law and the Code and

the information disclosed may not be the same as that which would have been

disclosed if this announcement had been prepared in accordance with the laws of

jurisdictions outside England.

This announcement, including information included or incorporated by reference

in this announcement, may contain 'forward-looking statements' concerning the

Investor and LCFC. Generally, the words 'will', 'may', 'should',

'continue','believes', 'expects', 'intends', 'anticipates' or similar

expressions identify forward-looking statements. The forward-looking statements

involve risks and uncertainties that could cause actual results to differ

materially from those expressed in the forward-looking statements. Many of these

risks and uncertainties relate to factors that are beyond the companies'

abilities to control or estimate precisely, such as future market conditions and

behaviours of other market participants, and therefore undue reliance should not

be placed on such statements. The Investor and LCFC assume no obligation and do

not intend to update these forward-looking statements, except as required

pursuant to applicable law.

Dealing disclosure requirements

Under the provisions of Rule 8.3 of the Code, if any person is, or

becomes,'interested' (directly or indirectly) in 1 per cent. or more of any

class of'relevant securities' of the Investor or LCFC, all 'dealings' in any

'relevant securities' of those companies (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 p.m. (London time) on the Business

Day following the date of the relevant transaction. This requirement will

continue until the date on which the Proposals become, or are declared,

unconditional, lapse or are otherwise withdrawn. 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 Investor or of LCFC,

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 Investor or of LCFC by the Investor or LCFC, 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 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 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.

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART, IN, INTO OR

FROM THE UNITED STATES, CANADA, AUSTRALIA OR JAPAN OR ANY OTHER JURISDICTION

WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH

JURISDICTION

13 February 2007

Proposed

Subscription by UK Football Investments, LLC for 19,138,432 'A' Ordinary Shares

at £0.470258 per share

Put and call option in favour of Ordinary Shareholders

Waiver of mandatory offer requirements under Rule 9 of the City Code

Adoption of new Articles of Association

and

Re-registration as a private limited company

1. Introduction

The Board of LCFC and the Investor are pleased to announce the proposed

subscription by the Investor for 19,138,432 'A' Ordinary Shares in LCFC at

£0.470258 per share, Put and Call Options in favour of existing LCFC Ordinary

Shareholders, a waiver of mandatory offer requirements under the City Code, the

adoption of New Articles and the re-registration of LCFC as a private limited

company. The Proposals are conditional upon LCFC Shareholders passing the

Resolutions to be considered at an EGM of LCFC to be held on 9 March 2007.

2. Summary of the Proposals

The Proposals, which are conditional upon Shareholders passing the Resolutions

at the EGM convened for 10.00 a.m. on 9 March 2007, and to the conditions and

further terms set out below and in Appendix 1 to this announcement and the full

terms and conditions which will be set out in the circular to LCFC Shareholders,

are as follows:

a) The Investor has agreed to invest approximately £9 million by

way of the Subscription. Under the terms of the Subscription Agreement, the

Investor will pay the sum of £4,500,000.38, representing fifty per cent. of the

Subscription Price, to the Company on Completion. The balance of the

Subscription Price will be paid in full on or before 31 May 2008. Milan

Mandaric has agreed to provide the Company Guarantee in respect of the balance

of the Subscription Price. The net proceeds from the Subscription will be

utilised by the Company principally for the purpose of improving the playing

squad and meeting the working capital requirements of LCFC.

The Company is proposing to allot, by way of the Subscription, the Subscription

Shares to the Investor. The Subscription Shares will have certain rights in

addition to the rights currently enjoyed by the holders of the Existing Ordinary

Shares. In addition to the Put and Call Option described in the next section

below, the holders of the Subscription Shares will have the right to appoint (by

notice in writing) as many directors of the Company as it wishes and the right

to 'drag-along' the holders of the Existing Ordinary Shares on a Qualifying

Offer.

b) Under the New Articles, the Ordinary Shareholders will grant the Investor

an option to purchase all or some of their shares at a price of £0.10 per

Ordinary Share (plus any additional consideration that may be payable if certain

conditions are met). The Call Option will be exercisable on any number of

occasions as the Investor wishes and at any time before 15 August 2010. The

additional consideration for the Ordinary Shares will be calculated and payable

as follows:

i. if the Club is

promoted to the Premier League at the end of any of the 2007/2008 Season, the

2008/2009 Season or the 2009/2010 Season for the next following Season (the '

First Premiership Season'), then the Investor will pay an additional £0.40 per

Ordinary Share to the Ordinary Shareholders on 15 August in the year that the

Club is promoted to the Premier League;

ii. if the Club is promoted

to the Premier League at the end of any of the 2007/2008 Season, the 2008/2009

Season or the 2009/2010 Season for the next following Season (the 'First

Premiership Season') and the Club remains in the Premier League for the Season

immediately following the First Premiership Season (the 'Second Premiership

Season'), then the Investor will pay (in addition to the amount specified in

paragraph (a) above) an additional £0.50 per Ordinary Share to the Ordinary

Shareholders on 15 August in the year that the Club commences its Second

Premiership Season.

If neither of the conditions set out in paragraphs (i) and (ii) above are met

then the Ordinary Shareholders will receive £0.10 per Ordinary Share at the time

of the exercise of the Call Option by the Investor.

If the Club has not been promoted to the Premier League at the end of any of the

2007/2008 Season, the 2008/2009 Season or the 2009/2010 Season and the Investor

has not given notice to exercise its Call Option by 15 August 2010 in respect of

all of the Existing Ordinary Shares and there has not been a Qualifying Offer,

the Ordinary Shareholders shall be deemed to have given notice to the Investor

to exercise an option to put all the Ordinary Shares on to the Investor at a

price of £0.10 per Ordinary Share.

If the Club is promoted to the Premier League, at the end of any of the 2007/

2008 Season, the 2008/2009 Season or the 2009/2010 Season and the Investor has

not given notice to exercise its Call Option by 15 August in the year that the

Club achieves promotion to the Premier League in respect of all the Existing

Ordinary Shares and there has not been a Qualifying Offer, the Ordinary

Shareholders shall be deemed to have given notice to the Investor to exercise an

option to put all of their remaining Ordinary Shares on to the Investor at a

price of £0.50 per Ordinary Share. In such event, and if the Club remains in

the Premier League for the Season immediately following the First Premiership

Season, Ordinary Shareholders would also be entitled to receive an additional

£0.50 per Ordinary Share on 15 August in the year that the Club commences its

second Season in the Premier League.

These arrangements therefore provide Ordinary Shareholders with a return or

partial return of their investment by 29 August 2010. Ordinary Shareholders

will receive a minimum of £0.10 per Ordinary Share unless the Club has attained

a place in the Premier League at the end of the 2007/2008 Season, the 2008/2009

Season or the 2009/2010 Season. As provided for above, further consideration

will also be payable if the Club remains in the Premier League for the following

Season. The Ordinary Shareholders will not otherwise participate in any future

gains or losses on their shares.

c) The members of the Concert Party are deemed to be acting in concert for the

purpose of the Takeover Code. Immediately following the Subscription, the

members of the Concert Party will hold shares representing slightly in excess of

75 per cent. of the voting rights of the Enlarged Share Capital, all of which

would be held by the Investor.

The Panel has agreed, subject to the passing of Resolution 1 at the EGM on a

poll by independent holders of Existing Ordinary Shares, to waive the obligation

on the members of the Concert Party to make a general offer to Shareholders

under Rule 9 of the Takeover Code that would otherwise arise as a result of the

implementation of the Proposals. To be passed, a simple majority of the votes

must be cast in favour of Resolution 1 at the EGM.

Following completion of the Proposals, the Investor will hold more than 50 per

cent. of the Company's voting share capital and therefore for so long as it

continues to hold more than 50 per cent. of the Company's voting share capital,

the Investor, and also members of its concert party, may accordingly be able to

increase its aggregate interests in shares without incurring any obligation

under Rule 9 to make a general offer, although the Trust and the Member will not

individually be able to acquire shares in the Company which would individually

take them through a Rule 9 threshold without Panel consent. The Investor has

agreed to regulate this situation through the structure of the Put and Call

Options. Furthermore, there is no agreement, arrangement or undertaking

between the members of the Concert Party pursuant to which any of the

Subscription Shares or the Existing Ordinary Shares will be transferred by the

Investor to either the Member or the Trust.

d) As part of the Proposals, Shareholders are being asked to approve the

adoption of the New Articles which will, inter alia, set out the terms of the

Call Option and the Put Option which will provide Ordinary Shareholders with a

return or partial return of their investment within approximately four years

from Completion.

A summary of the proposed amendments contained in the New Articles is set out in

the circular to LCFC Shareholders.

e) At the EGM, a resolution will be proposed to re-register the Company as a

private limited company to take advantage of the greater flexibility and lower

level of regulation applicable to private companies which is appropriate where a

single shareholder controls 75 per cent. of the voting capital of a company.

The Re-registration process requires certain consequential changes to be made to

the memorandum of association of the Company and accordingly a further

resolution will be proposed at the EGM to approve such changes.

The Takeover Code will continue to apply to the Company if it is re-registered

as a private limited company until the date which is ten years from 22 January

2003 being the date on which the Company issued a prospectus offering 4,750,000

£1 ordinary shares at £1 per share to Shareholders

Upon the Proposals becoming effective Ordinary Shareholders will be entitled to

receive a minimum of £0.10 per £1 Ordinary Share under either the Call Option or

the Put Option, such funds to be received by 29 August 2010.

The Subscription provides that the Company will receive approximately £9

million. Each Subscription Share will have a nominal value of £0.01 each but in

all other material respects as regards entitlement to voting, dividend and

participation in the capital of the Company will be equivalent to an Existing

Ordinary Share.

Net assets per Ordinary Share at 30 November 2006 based on the unaudited results

for the six months to that date, which are not an indicative valuation of the

Ordinary Shares, prior to the Subscription are approximately 24 pence. Net

assets per share following the Subscription, after aggregating Ordinary and

Subscription Shares, will be approximately 41.3 pence.

3. Irrevocable undertakings

LCFC has received irrevocable undertakings to vote in favour of the Resolutions

in respect of a total of 6,024,477 LCFC shares representing, in aggregate, 94.44

per cent. of the existing issued share capital of LCFC, comprised as follows:

(a) from each of the LCFC Directors (and certain members of their immediate

families) in respect of their entire beneficial holdings which amount, in

aggregate, to 425,000 Ordinary Shares representing approximately 6.7 per cent.

of the existing issued share capital of LCFC; and

(b) from the following Ordinary Shareholders:

Name Number of Existing % of issued Existing

Ordinary Shares Ordinary Shares Capital

Charles Street Buildings (Leicester) Ltd 100,000 1.57

Karen and Peter Swann 100,000 1.57

J M McCahill Ltd 50,000 0.78

C J Upton & Sons Ltd 20,000 0.31

Pukka Pies Limited 500,000 7.84

Roger William Paltney 85,000 1.33

Martin Francis George 50,000 0.78

Alison Jenny Nettleton 25,000 0.39

Kerby & West 250,000 3.92

Clive Richard Sharpe 100,000 1.57

Peter John Lennon 35,000 0.55

Brian Raymond Maddison 110,000 1.72

Kenneth Raymond Brigstock 25,000 0.39

Thomas Ellison Bloor 25,000 0.39

Walker McRobie 50,000 0.78

Stephen John Spencer Lee 200,000 3.14

Teresa Ann Lander 25,000 0.39

Peter William Freer 50,000 0.78

Robert Comrie Burns Craig 100,000 1.57

Vanda Alicia Craig 25,000 0.39

Martin John Page 60,000 0.94

Alan James Upton 100,000 1.57

Nicholas Charles Wilkinson 100,000 1.57

A M Widdowson & Son Ltd 250,000 3.92

Peter Eugene Hockenhull 125,000 1.96

David Wilson 150,000 2.35

Michael John Edwards 250,000 3.92

Donald Kendall 100,000 1.57

Roger Thomas Page 60,000 0.94

Hammond Grange Ltd 500,000 7.84

Leicester City Supporters Society Ltd 151,000 2.37

The Executors of Trevor Bennett 350,000 5.49

Jonathan Ray Holmes 100,000 1.57

David Peter John Ross 165,476 2.59

H W Coates Ltd 300,000 4.70

Emile Williams Heskey 50,000 0.78

Gary Lineker 100,000 1.57

Andrew Taylor 250,000 3.92

Gregory Alison Clarke 413,000 6.47

Dominic Shorthouse 100,000 1.57

5,599,476 87.77

© In addition, the Company has received an irrevocable undertaking from T-C

Sports Co,Inc to vote in favour of the Resolutions at the EGM in respect of the

one Redeemable Share held by it.

Further details of these irrevocable undertakings are set out in Appendix 3.

4. Background to and reasons for the Proposals

In 2003 the Club regained its status as a Premier League team but unfortunately

was relegated to the Championship the following season where it has remained.

Over the past several years the Club has invested in its infrastructure as

evidenced by a stadium of Premier League standard and extensive training,

medical and youth academy facilities.

The Board has considered the position of the Company and has concluded that a

significant injection of funds is required to take it forward and secure its

future with the express aim of a swift return to the Premier League.

The Board has for some time been actively exploring opportunities to attract

investment into the Club. The Board has investigated rights issues, met with

potential new investors and explored the benefits of a major investor. Through

the proposals that Milan Mandaric has submitted, the Investor will inject a

minimum of £9 million over an initial 15 month period; a significant investment

and one that should be considered against the background of the £2.2m raised

from new investors and rights issues in the near 4 years since the Club emerged

from administration and the absence of any other concrete proposals to take the

Club forward. The Board considers that because there are no other reasonably

practicable proposals available to the Club, and recognising that many Ordinary

Shareholders are likely to have subscribed for Ordinary Shares to support the

Club rather than investing for or in the expectation of financial gain, the

Proposals are in the interests of both the Club and Shareholders.

Shareholders will be aware that three directors, James Johnson, Andrew Taylor

and Greg Clarke, have recently resigned from the Board because they felt unable

to recommend the Proposals. However, they wish the Club well and have no

intention of acting contrary to the best interests of the Club. The Board again

wishes to place on record its appreciation of the enormous contribution made to

the Club by James, Andrew and Greg both as loyal and passionate supporters and

also during their time as directors.

The Board believes that, with Milan Mandaric's backing, Leicester City Football

Club will again be able to challenge for promotion to the Premier League.

5. Recommendation

The Directors believe that the Proposals, and in particular the proposed

Subscription and the securing of the waiver from the obligation on the Concert

Party to make a general offer to shareholders under Rule 9 of the Takeover Code,

are in the best interests of the Company and its shareholders as a whole. In

providing advice to the Directors, Vantis has taken into account the commercial

assessment of the Directors. Vantis' advice to the Board is set out in the

document that will be sent to Shareholders. Accordingly, the Directors

unanimously recommend that Shareholders vote in favour of the Resolutions as

they themselves have undertaken to do in respect of their own beneficial

holdings which amount, in aggregate, to 425,000 Ordinary Shares, representing

approximately 6.7 per cent. of the Existing Ordinary Shares.

6. Information on the Investor

UK Football Investments, LLC was formed on 15 February 2002, under a different

name, as a limited liability company under the Delaware Limited Liability

Company Act with a registered address in care of Corporation Service Company,

2711 Centerville Road, Suite 400, Wilmington, Delaware 19808. The file number

of the Investor is 3492527. The Investor recently changed its name to UK

Football Investments, LLC. Since formation and until completion of the

Proposals, the Investor will not have conducted any business or held any assets.

The sole Member (owner) of the Investor is Gregg Hawker, Steven N. Frank and

Milan Mandaric, in their representative capacity as Trustees of the Milan

Mandaric Revocable Trust dated June 24, 1999, as amended. The Investor is

managed by the Member.

Gregg Hawker has been practising as a Certified Public Accountant in the USA for

the last 32 years, 3 years of which were at Grant Thornton, Chicago and 5 years

of which were at Grant Thornton, San Jose and thereafter as sole proprietor of

his own practice in California specialising in tax and financial consultation

for small business. Gregg has a degree in accounting from the University of

Illinois.

Steve Frank graduated from the St Louis University School of Law in 1973 and has

since practised as a lawyer in both private practice and for large companies. He

was a partner at Peper, Martin, Jensen, Maichel & Hetlage between 1988 and 1992

and was then appointed Associate General Counsel, Vice President and Corporate

Secretary at McDonnell Douglas Corporation until 1997 followed by a brief spell

at Boeing after its acquisition of the company in 1997. He subsequently joined

Plancorp Inc. where he is currently a partner, board member and Executive

Vice-President where he provides advice on business planning, corporate finance,

estate planning, mergers and acquisitions and general financial management. In

addition, Steve has been active in the footballing world throughout his life

including being a member of the United States football team in World Cup

qualifying matches in the 1970s.

Milan Mandaric was born in the Serbian city of Novi Sad, Vojvodina. By the age

of 26 Mandaric had turned his father's machine shop into one of the largest

businesses in the country, mass producing spare car parts. In 1969 Milan moved

to the United States where he became a partner in a firm that manufactured

computer components in California before starting his computer component

company, Lika Corporation, in 1971 which was later sold to Tandy corporation. He

then founded Sanmina, a backpanel-assembly manufacturing company where he

remained until 1994 when he resigned to become chairman of Elexsys (formerly

Diceon Electronics) an electronics component company. In 1997 he merged Elexsys

with Sanmina. Milan has also been involved in various investment companies

including Behrman Capital and Serbian businesses such as Razvojna Banka. Milan's

love of football led him to the set up F.C. Lika and San Jose Earthquakes in the

United States. In 1998 Milan took over Portsmouth football club and in 3 years

had transformed the club from perennial strugglers in the second tier of English

football into an established Premier League club.

The funds payable by the Investor in connection with the Subscription will be

funded from the resources of the Trust.

7. Information relating to LCFC

The Company was formed on 18 November 2002 and on 22 January 2003 issued a

prospectus offering 4,750,000 Ordinary Shares at £1 per share to Shareholders

for the purpose of the Company acquiring the assets and goodwill of the Club

from the administrators of the companies then operating the Club and to enter

into a lease of the Stadium. This offer for subscription was subscribed as to

4,200,000 shares and there have been subsequent issues of Ordinary Shares at £1

per share taking the issued ordinary share capital to 6,379,476 Ordinary Shares.

In addition one Redeemable Share has been issued to T-C Sports who lease the

Stadium to the Company.

The Company has operated the Stadium and the training ground since February

2003. The activities of the Company include football, restaurant, conference and

banqueting facilities, events, its football academy and community projects.

8. Current trading and prospects

The unaudited results of the Company for the six months ended 30 November 2006

show a loss before tax for the period of £3.6 million (6 months ended 30

November 2005:-loss £120,000;year ended 31 May 2006: profit-£1.6 million).

The Board believes that the Company requires a significant injection of funds if

it is to improve its Championship position and have a prospect of challenging

for promotion to the Premier League.

In addition, the net assets of the Company are now less than half the amount of

its called up share capital. In such circumstances, the Directors are obliged

by Section 142 of the Act to convene an extraordinary general meeting for the

purpose of considering whether, and if so what, steps should be taken to deal

with the situation. If they are approved by Shareholders, the Proposals will

address this situation.

9. Management and employees

All Directors have agreed to step down immediately upon Completion save for

Malcolm Stewart-Smith, who will remain as a Non-Executive Director and

representative of T-C Sports, and Tony Lander. Milan Mandaric will assume the

position of Executive Chairman. Whilst Tim Davies will resign as a Director, he

will continue his role as Chief Executive Officer of the Company. The Investor

may exercise its right under the New Articles to appoint a majority of the board

of Directors as it deems appropriate for the successful running of the Company.

Upon his appointment as Chairman, Mr Mandaric intends to work with the existing

management of the Club in the development of the Club going forward and will

conduct a strategic review of all aspects of the Club following Completion,

including its finances, operations and commercial development with a view to

improving the way the Club is run at all levels.

Whilst the Investor has no immediate plans which would impact on arrangements

with employees off the field, in view of the urgent need to improve the Club's

performance on the pitch and to avoid any danger of relegation, Mr Mandaric

will, immediately following despatch of this document and in anticipation of

taking control of the Club, meet with senior management to review the immediate

needs of the team. This may involve possible changes to the team and

strengthening of its football management, including taking on additional quality

players. On behalf of the Investor, Mr Mandaric has, however, given assurances

to the current directors that the existing employment rights of all management

and employees of the Company will be honoured and pensions obligations complied

with.

The Investor has no plans to dispose of the Stadium which is the subject of a

purchase agreement with T-C Sports Co, Inc. The Stadium is shown in the

Company's financial statements at depreciated historical cost and at 30 November

2006 this was a figure of £17,716,000. The Directors have been advised by the

Company's valuers that because of its specialised nature there is no open market

value for its existing use. It has a depreciated replacement cost of

approximately £42 million.

This depreciated replacement cost merely represents an estimate of what it would

in theory cost at current prices to purchase the land and build the Stadium,

less the depreciation of the buildings. Given the Investor's stated intentions

regarding the Stadium, the valuations are not in the opinion of the Directors

relevant to their assessment of the Proposals.

10. Disclosure of interests in LCFC shares

As at the date of this announcement, other than under the Subscription, neither

the Investor nor any persons deemed to be acting in concert with the Investor

has any interests, rights to subscribe in or short positions (whether

conditional or absolute and whether in the money or otherwise),in the Existing

Ordinary Shares. There have been no shares in the Company borrowed or lent by

either the Investor or any persons deemed to be acting in concert with the

Investor.

11. General

Your attention is drawn to the further information contained in the Appendices

which form part of this announcement.

The summaries of further terms in relation to the Proposals set out in Appendix

1 to this announcement form part of, and should be read in conjunction with,

this announcement.

Appendix 2 to this announcement provides details of additional information

regarding the Offer, including the basis of calculations and sources of certain

information included in this announcement.

Appendix 3 to this announcement contains details of the irrevocable undertakings

received in relation to the Proposals.

Appendix 4 to this announcement contains definitions of certain terms used in

this announcement.

The circular setting out the terms and conditions of the Proposals is expected

to be posted to LCFC Shareholders later today and must, in any event, be posted

to Shareholders not later than 28 days after the date of this announcement

unless otherwise agreed with the Panel.

Enquiries:

For LCFC and the Investors:

Rachel Civey 07962 652036

Jon Dale 07739 852791

Vantis, which is authorised and regulated in the United Kingdom by the Financial

Services Authority, is acting for LCFC in connection with the Proposals and no

one else and will not be responsible to anyone other than LCFC for providing the

protections afforded to clients of Vantis nor for providing advice in relation

to the Proposals or any matter referred to herein.

This announcement is not intended to and does not constitute or form any part

of, an offer to sell or an invitation to purchase or the solicitation of an

offer to subscribe for any securities or the solicitation of any vote or

approval in any jurisdiction pursuant to the Proposals or otherwise. The

Proposals will be made solely through the document and the notice of

Extraordinary General Meeting, which will together contain the full terms and

conditions of the Proposals, including details of how to vote in favour of the

Resolutions. Any response to the Proposals should be made only on the basis of

the information contained in the document and notice of Extraordinary General

Meeting.

The distribution of this announcement in jurisdictions other than the UK may be

restricted by law and therefore any persons who are subject to the laws of any

jurisdiction other than the UK should inform themselves about, and observe, any

applicable requirements. In particular, the Offer is not being made, directly or

indirectly, in the United States, Canada, Australia or Japan. This announcement

has been prepared for the purpose of complying with English law and the Code and

the information disclosed may not be the same as that which would have been

disclosed if this announcement had been prepared in accordance with the laws of

jurisdictions outside England.

This announcement, including information included or incorporated by reference

in this announcement, may contain 'forward-looking statements' concerning the

Investor and LCFC. Generally, the words 'will', 'may', 'should',

'continue','believes', 'expects', 'intends', 'anticipates' or similar

expressions identify forward-looking statements. The forward-looking statements

involve risks and uncertainties that could cause actual results to differ

materially from those expressed in the forward-looking statements. Many of these

risks and uncertainties relate to factors that are beyond the companies'

abilities to control or estimate precisely, such as future market conditions and

behaviours of other market participants, and therefore undue reliance should not

be placed on such statements. The Investor and LCFC assume no obligation and do

not intend to update these forward-looking statements, except as required

pursuant to applicable law.

Dealing disclosure requirements

Under the provisions of Rule 8.3 of the Code, if any person is, or

becomes,'interested' (directly or indirectly) in 1 per cent. or more of any

class of'relevant securities' of the Investor or LCFC, all 'd

[davieG]

Posted by London Fox

There are a lot of interesting things in that post which details everything about the bid basically.

1) Tim Davies is staying as Chief Executive at least for now (but not as a director)

2) No mention of any role for the Foxes Trust (officially at least)

3) Part of the deal is an injection of £9 million over the next 15 months (not just transfers though)

4) 10p per share originally, an extra 40p if we get promoted in the next 3 years and an extra 50p is we stay up

The financial bit troubles me a little bit. There are two sides to it. The first is that Milan will have to pay more if we get promoted in three years and so that potentially disincentivises (a word?) our promotion for him especially if it's the 3rd season and looks like it's going to be close. Financially it's better for him if we don't go up but wait four years. Assuming that benefits of premiership football outweight the costs for him (financial and otherwise) it's also not great that if we do get promoted he's going to spend a significant amount of money on paying back the shareholders which could otherwise go on transers/wage bill.

This is all hypothetical of course and it could make no difference (i'm still very much behind the takeover) but it is interesting.

Glad to see he's keeping Tim Davies as Chief Exec and he's promised to inject £9 million presumable mostly towards the wage bill and paying off some debts.

Anyone who understands more then me in economics/business/legal contrat stuff feel free to tell me i've got it wrong and what I may have missed.

[davieG]

Posted by Louise

Key Player

Joined: 17-July 04

Posts: 3,296

This was posted by Soho_Fox on foxfanzine, basically confirming your reading:

QUOTEIs on the Foxestalk site "The Bid In Full".

Complicated legal speak.

Basically MM has stuffed in £9million for new shares. £4.5 mill now and £4.5 mill by 31 May 2008. That goes into the Club.

That gives him 75% control. Because the new shares have flooded the existing shares.

Then he has agreed to buy the existing shares from existing shareholders at 10p in the £ by 15 August 2010 at the latest. BUT if we go up into the Prem in the next 3 years he will pay an additional 40p in the £ at the start of the season we go up. AND if we stay up that season he will pay an additional 50p in the £ at the start of that 2nd season in the Prem.

This is all done by Call Options to buy those shares and the existing shareholders have Put Options requiring MM to buy at those prices in MM doesn't do so if the conditions are met.

MM is providing a personal shareholder's guarantee for that money - but not backed up by a bank guarantee.

No plans to do anything about buying the stadium.

EGM on 9 March to deal with the formalities.

So the deal is for £9 Million PLUS another minimum of £600,000 for shareholders by 2010 BUT if we go up they get half their money baack (£3 mill) and if we stay up they get all their money back(£6 mill).

So clever MM gets the club for under £10 mill. If he pays more it's because we have hit the big time and he can easily afford it.

Also he takes over the Club's liabilities obviously.

(Unless you are Soho_Fox!)

[davieG]

The Merc first with the breaking news as ever No mention of £25 mill though.

MANDARIC TO INJECT £4.5M NEXT MONTH

BY ANDY GILGRIST

BUSINESS EDITOR

10:30 - 21 February 2007 Milan Mandaric's takeover of Leicester City will see the tycoon put £4.5million into the club next month and another £4.5m before the end of May next year.

That £9m cash injection, revealed in a document lodged with the Stock Exchange, will be used to strengthen the squad and provide the money the club needs to function. It also gives Mandaric a controlling share of the club even before the other shareholders sell up.

This is because rather than simply buy out the existing shareholders, Mandaric is asking them to agree to issue more than 19 million new shares which he will buy for a shade over 47 pence each.

As there were already more than six million shares held in the club, the new shares will give Mandaric more than 75 per cent of the enlarged number of shares in existence. And being above that 75-per-cent mark means Mandaric can control the board, appoint any directors and pass any resolutions he wants to.

When the existing shareholders agree to the deal - and more than 94 per cent have given an "irrevocable undertaking" to do so at an Extraordinary General Meeting on March 9 - several things happen, including:

* Mandaric puts in £4.5m next month and gets more than 75 per cent of the enlarged number of shares

* He gets an option to buy the existing shareholders out, on a sliding scale depending on when he buys and how successful the club has been (see below)

* The existing board stands down, save for Malcolm Stewart-Smith, who represents the stadium's financiers, and Tony Lander. Mandaric joins as executive chairman

* Chief executive Tim Davies resigns from the board but is kept on as chief executive officer

* Each shareholder gets two season tickets, in "mutually acceptable seats" for as long as Mandaric is the majority owner.

The sliding scale of payments for the shareholders' shares means they will get at least 10 pence per share (which will cost Mandaric more than £600,000). If City are promoted by the end of the 2009/10 season, the shareholders get another 40 pence per share. If City stay up for a season, they get another 50 pence per share. In effect, if City are promoted and then avoid relegation, the shareholders will get back their original investment.

If City are not promoted by the summer of 2010, the original shareholders will get 10p per share.

Mandaric could exercise the option to buy at any time before August 15 2010. In theory, he could insist on buying the shares for 10 pence each on March 10 this year. Or he could wait until City are riding high in the table next season, or wait even longer. If he hasn't bought them up by August 2010, the shareholders can force him to do so.

Finance expert Mark Faulknall, a principal at accountancy firm Macintyre Hudson, at Meridian Business Park, said: "The deal makes sense. At least he has a demonstrable track record of having done this once before. The way the deal is structured means the old shareholders still have an interest in the club and will share in any success, just as they shared the burden of bringing the club out of administration. It is a question of not forgetting people who have seen the club through difficult times."

* The shareholders must be resigned to not seeing a winning streak this season which could lift City into the play-offs. The long and intricately worded legal document does not appear to cover the possibility of promotion this season.

[davieG]

From the OS

Mandaric Deal Complete

Milan Mandaric was today confirmed as the Executive Chairman of Leicester City Football Club.

Mandaric takes full control of the Foxes following an EGM to complete the formalities of the transfer of ownership.

And the new owner says he will now be concentrating all of his efforts on brining success back to the club once again.

He said: "It has taken a very long time but now we are going to be moving forward and I realise that the pressure is now on me to make this club a success.

"I want to look ahead and I will be concentrating on the playing side because that is always the most important.

"There will be decisions to be made later, on various issues on the commercial side and management structures.

"But the biggest priority is helping to strengthen the team because everything follows on from success on the field. The players have shown a real spirit and we must now continue our push forward.

"Right now, we need a couple of more wins to be sure of our safety.

"But I think we look all right in that respect and we are looking ahead already to what we can do in the summer.

"The main plans now are for next season, when we hope to be competing for promotion with some new players coming in. But that is for the future.

"I am delighted to be finally in charge here. I have had great support from everybody, especially the fans and also the shareholders, who have shown real unselfishness and dedication to the club, and I am determined to succeed for them."