Letter to shareholders.

[Keita]

Found this on RAWK.

 

30 March 2006

THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. If you are in doubt as to the action you should take, you are recommended to seek your own financial advice immediately from your stockbroker, bank manager, solicitor, accountant or other independent financial adviser authorised under the Financial Services and Markets Act 2000 if you are in the United Kingdom,

or if you are outside the United Kingdom from another appropriately authorised independent financial adviser.

If you have sold or otherwise transferred all of your ordinary shares in Liverpool Football Club and Athletic Grounds Plc ["Liverpool FC" or "the Club"), please forward this document at once to the purchaser or transferee, or to the bank, stockbroker or other agent through whom the sale or transfer was effected, for transmission to the purchaser or transferee.

The directors of Liverpool FC accept responsibility for the information contained in this letter. To the best of the knowledge and belief of the directors of Liverpool FC [who have taken all reasonable care to ensure that such is the case] the information contained in this letter is in accordance with the facts and does not omit anything likely to affect the import of such information.

 

To the holders of ordinary shares in Liverpool FC

 

Dear Shareholder,

I am writing as required by the Takeover Code to bring to your attention an announcement made by the Club on Wednesday 29 March 2006. The announcement is set out overleaf.

As explained at the AGM last month, the Board is continuing to evaluate all investment proposals received by the Club and is putting a great deal of time and care into this process and we are fully committed to doing what we consider to be in the best long-term interest of the Club and its shareholders. Obviously there are significant confidentiality issues and commercial sensitivities and I am sure you will understand we are unable to say more at this stage.

Yours faithfully,

 

 

Rick Parry Chief Executive

 

 

reverse page.

 

Announcement:

The Liverpool Football Club and Athletic Grounds Plc ("Liverpool FC" or the "Club")

The Board of Liverpool FC has noted the recent press speculation concerning possible third party investment into the Club and can confirm that it is continuing discussions with a number of parties regarding a potential investment of new funds into the Club. Although the structure of any such investment is uncertain, it may include an offer for the entire share capital of the Club. Shareholders will be kept updated as appropriate.

29 March 2006

Dealing Disclosure Requirements:

Under the provisions of Rule 8.3 of the City Code on Takeovers and Mergers [the"Code"l. if any person is, or becomes, "interested" (directly or indirectly] in 1 % or more of any class of "relevant securities" of Liverpool Football Club and Athletic Grounds Plc, 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 London business day following the date of the relevant transaction. This requirement will continue until the date on which the offer becomes, or is declared, unconditional as to acceptances, lapses or is otherwise withdrawn or on which the "offer period" otherwise ends. If two or more persons act together pursuant to an agreement or understanding, whether formal or informal, to acquire an "interest" in "relevant securities" of Liverpool Football Club and Athletic Grounds Plc, 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 Liverpool Football Club and Athletic Grounds Plc by Liverpool Football Club and Athletic Grounds Plc, or by any of its respective "associates", must be disclosed by no later than 12.00 noon (London time] on the London business day following the date of the relevant transaction.

A disclosure table, giving details of the companies in whose "relevant securities" "dealings" should be disclosed, and the number of such securities in issue, can be found on the Takeover Panel's website at 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.

[Rushian]

just the bog standard statutory letter that follows the LSE announcement - similar one was sent out last year after the L4 approach.