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Millwall Holdings PLC
02 March 2007


Millwall Holdings Plc

'Millwall' or 'the Company'

Notice of EGM regarding the grant of a convertible loan and approval of the
waiver to be granted by the Panel on Takeovers and Mergers

Your Board has for some time been seeking further investment in the Company in
order to support Millwall football club and to further the property development
opportunities outlined in the Company's last fundraising document dated 20 March
2006.

Chestnut Hill Ventures LLC ('CHV') have conditionally agreed to advance up to 5
million to the Company by way of the Loan which (together with interest accrued
thereon) will be convertible in whole or in part into New Ordinary Shares. It is
also proposed that immediately prior to Completion the Company will issue to CHV
warrants to subscribe for up to 6,136,657,201 Ordinary Shares at 0.04p per
Ordinary Share.

The conversion of the Loan and accrued interest thereon and the exercise of the
Warrants in whole or in part will result in Chestnut Hill owning more than 30
per cent. of the Company's enlarged issued voting share capital which, as
Millwall is a company which is subject to the Code, would pursuant to Rule 9 of
the Code ordinarily result in CHV having to make an offer to acquire the
remainder of the Ordinary Shares not owned by it. However, as described in
further detail below, the Panel have granted a waiver of this obligation subject
to Shareholder approval.

BACKGROUND TO AND REASONS FOR THE PROPOSALS

In the fundraising document sent to Shareholders on 20 March 2006, the Directors
stated that it was their belief that there were opportunities to develop both
the Club's ground and property in the immediate area.

The Club's stadium is situated within an area of light employment and land which
is under utilised. The land surrounding the stadium currently comprises a mix of
light industrial buildings, low grade housing, ageing commercial premises,
redundant warehousing and wasteland which has been allowed to deteriorate over
many years despite its inherent potential and proximity to the financial and
corporate heart of the City of London. It is one of the last areas with
potential for redevelopment close to the City of London. London Bridge station
is a 4 minute train journey from South Bermondsey station which serves the
stadium and the City of London can be reached in approximately 15 minutes by
taxi.

The stadium is occupied under a long lease from Lewisham Council expiring in
2143. It stands in 12 acres of land straddling the boroughs of Lewisham and
Southwark, is modern and was purpose built 14 years ago as one of the first new
stadia to be constructed after publication of the Taylor Report which made
recommendations regarding the provision of safety at sporting events in response
to the 1989 Hillsborough disaster. Adjoining the stadium is the Lions Sports
Centre which houses the Millwall Community Scheme, a registered charity
providing sports and educational facilities for Lewisham and Southwark and
owning a near full size indoor pitch which is used by the Club.

An ambitious mixed use scheme known as ''Sport City'' is being progressed by the
Chairman, who has extensive experience in leading major developments in London,
with the support of a high calibre professional team. Both in the UK and in
Europe, football stadia lying at the heart of residential/ commercial
redevelopment are becoming a major feature of the architectural urban landscape.

The Club is the catalyst for the scheme in co-operation with the local
authorities. The regeneration opportunity would, if completed, transform a
significant area of southeast London. The scale of this endeavour is ambitious
with a plan that envisages major residential, retail, sport, healthcare,
hospitality, leisure and community facilities.

The Company requires additional funding at this time to continue with the
regeneration proposals and to provide the Club with working capital to support
its activities throughout the remainder of this season and the next. Your
Directors have for some time been seeking investment for the Company. Having
explored several options, and taken advice from Seymour Pierce Limited, the
Board is of the view that the Proposals represent the best option for the
Company and that no other source of investment of a similar magnitude is
available to the Company or the Club within the necessary timescale. If the
Proposals are not approved at the EGM, the Company will not be able to raise
alternative funding in the time available and may have to consider ceasing to
trade.

DETAILS OF THE LOAN AND USE OF PROCEEDS

On 1 March 2007 the Company, the Club and Chestnut Hill entered into the
Facility Agreement which is conditional, inter alia, on Shareholders approving
the Resolutions numbered 1, 2, 3 and 6. Pursuant to the terms of the Facility
Agreement, Chestnut Hill agreed to provide a loan facility of up to 5 million
repayable on or before the third anniversary of funds being drawn down under it
and convertible (in whole or in part) at any time by Chestnut Hill into New
Ordinary Shares at a subscription price per New Ordinary Share of 0.03p in
respect of amounts drawn down in the period commencing on Completion and ending
18 months thereafter (and any interest accrued thereon) and 0.04p in respect of
amounts drawn down after that date,but before the third anniversary of
Completion (and any interest accrued thereon). The Loan will carry interest at
the rate of 9.5 per cent. per annum compounded monthly and payable quarterly in
cash or (at the election of the Company) by the issue of payment in kind notes
which are convertible into New Ordinary Shares and which also carry interest at
the same rate. In the event that Chestnut Hill converts any part of the Loan,
any accrued but unpaid interest in respect of such part of the Loan shall also
be converted into Ordinary Shares. Whilst the Loan remains outstanding Chestnut
Hill will have the right to appoint two directors to the boards of each of
Millwall and the Club and the right to appoint a further director to the board
of each company upon conversion in full of the Loan into New Ordinary Shares.
The Loan will be secured against the assets of the Company and the Club by fixed
and floating charges.

In the event that Chestnut Hill converts any part of the Loan, any accrued but
unpaid interest in respect of such part of the Loan shall also be converted into
Ordinary Shares. Whilst the Loan remains outstanding Chestnut Hill will have the
right to appoint two directors to the boards of each of Millwall and the Club
and the right to appoint a further director to the board of each company upon
conversion in full of the Loan into New Ordinary Shares. The Loan will be
secured against the assets of the Company and the Club by fixed and floating
charges. Chestnut Hill will be paid a commitment fee of 2 per cent. of the
principal amount of the Loan on first drawdown under the Facility Agreement.

Upon Completion, John G. Berylson will be appointed as non-executive chairman
and director of Millwall and a non-executive director of the Club and Demos
Kouvaris will be appointed as a non- executive director of Millwall and the
Club. Further, upon Completion, Millwall's audit committee will be increased to
three members to include Demos Kouvaris and Millwall's remuneration committee
will be increased to three members to include John G. Berylson.

The Company will immediately prior to Completion issue to Chestnut Hill Warrants
to subscribe for up to 6,136,657,201 Ordinary Shares, representing 10 per cent.
of the Company's fully diluted share capital after conversion of the Loan and
accrued interest thereon, exercise in full of the Warrants, conversion of the
Directors Loan Notes and accrued interest thereon, conversion of the maximum of
1.5m of the NFL Loan Notes and interest accrued thereon and exercise of all
existing outstanding share options and those to be granted to Heather Rabbats
pursuant to her service sgreement. The right to exercise the Warrants is
conditional upon drawdown of the Loan and the Warrants will not be exercisable
(in whole or in part) unless the board of the Company at the time of the
exercise includes a representative of CHV. The Warrants are exercisable at 0.04p
per Ordinary Share.

THE CITY CODE ON TAKEOVERS & MERGERS

The entry into by the Company of the Loan, which is convertible by Chestnut Hill
(in whole or in part) into New Ordinary Shares and the issue of the Warrants to
Chestnut Hill, give rise to certain considerations under the Code. Brief details
of the Panel, the Code and the protections they afford to Shareholders are
described below.

The Code is issued and administered by the Panel. Millwall's Shareholders are
entitled to the protections afforded by the Code.

Under Rule 9 of the Code, any person who acquires an interest (as defined in the
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
Code, is normally required to make a general offer to all the remaining
shareholders to acquire their shares.

Similarly, when any person, together with persons acting in concert with him, is
interested in shares which in the aggregate carry not less than 30 per cent. of
the voting rights of such a company but does not hold shares carrying more than
50 per cent. of such voting rights, a general offer will normally be required if
any further interests in shares are acquired by any such person.

An offer under Rule 9 must be made in cash and at the highest price paid by the
person required to make the offer, or any person acting in concert with him, for
any interest in shares of the company during the 12 months prior to the
announcement of the offer.

On conversion of the Loan and all interest accrued thereon (and assuming that no
other person converts any convertible securities or exercises any options or any
other right to subscribe for shares in the Company), CHV will be interested in
22,137,843,300 Ordinary Shares representing approximately 50.08 per cent. of the
Company's enlarged issued voting share capital. Assuming conversion of the Loan
and interest accrued thereon and exercise in full by CHV of the maximum number
of Warrants issued as part of the Proposals (and assuming that no other person
converts any convertible securities or exercises any options or any other right
to subscribe for shares in the Company), CHV would be interested in
28,274,500,501 Ordinary Shares, representing 56.16 per cent. of the Company's
enlarged issued voting share capital. The earliest date on which the Warrants
can be exercised is at Completion.

The Panel has agreed however to waive the obligation to make a general offer
that would otherwise arise as a result of the Proposals and/or the exercise of
the Warrants, subject to the approval of independent Shareholders. Accordingly,
resolution 6 is being proposed at the Extraordinary General Meeting, and will be
taken on a poll of independent Shareholders.

On conversion of the Loan in part and all interest accrued thereon, CHV may be
interested in shares carrying 30 per cent. or more of the Company's voting share
capital but may not hold shares carrying more than 50 per cent. of such voting
rights and any further increase in that interest in shares, other than by way of
the exercise of Warrants or a further conversion of the Loan, will be subject to
the provisions of Rule 9.

On conversion of the Loan in full and all interest accrued thereon and exercise
of the Warrants in full (on the basis calculated above) CHV will hold more than
50 per cent. of the Company's issued voting share capital and may accordingly
increase its interests in shares without incurring any obligation under Rule 9
to make a general offer.

Other than the addition of the Proposed Directors and its right to appoint an
additional director to the boards of the Company and the Club upon conversion in
full of the Loan, Chestnut Hill has confirmed that it is not proposing any
further changes to the Board and has further confirmed that, following any
increase in its shareholding as a result of the Proposals, the business of the
Company would be allowed to continue in substantially the same manner as at
present with no major strategic changes save that the property development
opportunity would be further progressed. The Directors and the Proposed
Directors have confirmed that the existing employment rights, including the
pension rights, of all employees of the Company and the existing locations of
the Company's business would be maintained. The Directors and the Proposed
Directors have further confirmed that there is no current intention to re-deploy
the Company's fixed assets.

DIRECTORS' LOAN NOTES AND OTHER ARRANGEMENTS WITH DIRECTORS

Certain of the Directors and Peter de Savary have undertaken to subscribe for
Directors' Loan Notes following Chestnut Hill entering into the Facility
Agreement, the repayment of the Club's existing overdraft facility with Bank of
Cyprus and the release by Bank of Cyprus of their personal guarantees in respect
of the overdraft facility. The Directors' Loan Notes which are conditional on
the passing of the Resolutions are unsecured, convertible into Ordinary Shares
at 0.03p per Ordinary Share and bear interest at a rate of 9.5 per cent. per
annum. They are convertible at any time at the election of the loan note holder
and if not converted are repayable on the third anniversary of the date of issue
provided that principal and interest due on the Loan and the NFL Loan Notes is
repaid pro-rata. Further details of the proposed terms of the Directors' Loan
Notes will be set out in paragraph 4 of Appendix Three of the Circular.

As a condition of the Facility Agreement Heather Rabbatts will enter into a new
service agreement with the Company immediately prior to Completion. Details of
the service agreement will be set out in paragraph 2 of Appendix Three of the
Circular. Under the terms of her agreement Ms Rabbatts will be granted options
to subscribe for Ordinary Shares, details of which will be set out in paragraph
1.3 of Appendix Three of the Circular.

NFL LOAN NOTES

NFL have entered into an agreement with the Company whereby they will seek to
procure subscribers for up to 1.5 million of NFL Loan Notes prior to 31 March
2007. The NFL Loan Notes are to be issued on the same terms as the Directors'
Loan Notes save that they will be secured against the assets of the Company and
the Club and that they will be conditional upon Completion. Further details of
the proposed terms of the NFL Loan Notes will be set out in paragraph 5 of
Appendix Three of the Circular.

EXTRAORDINARY GENERAL MEETING

At the EGM the following resolutions will be proposed;

1. to approve the terms of the Facility Agreement, to grant the Directors'
authority under section 80 of the Act to allot relevant securities pursuant to
the entering into by the Company of the Facility Agreement and to disapply the
statutory pre-emption rights in relation thereto;

2. to approve the issue of the Warrants, to grant the Directors' authority under
section 80 of the Act to issue the Warrants and to disapply the statutory
pre-emption rights in relation thereto;

3. to approve the issue of the Directors' Loan Notes, to grant the Directors
authority under section 80 of the Act to issue the Directors' Loan Notes and to
disapply the statutory pre- emption rights in relation thereto;

4. to approve the issue of the NFL Loan Notes, to grant the Directors authority
under section 80 of the Act to issue the NFL Loan Notes and to disapply the
statutory pre-emption rights in relation thereto;

5. to approve the supply of documents or information to Shareholders by way of
electronic communication which will considerably reduce the cost to the Company
of communicating with its Shareholders and will reduce the environmental impact
of wasted paper usage, printing and distribution and hopefully, by way of
updated communication strategies, achieve an overall enhancement in the level
and quality of communication with Shareholders.

6. to approve the waiver from the Panel referred to above of the obligation for
Chestnut Hill to make a general offer to Shareholders under Rule 9 of the Code
which would otherwise arise as a result of the conversion in whole or in part of
the Loan and interest accrued on it into New Ordinary Shares and the exercise of
the Warrants.

ACTION TO BE TAKEN

The Proposals will not proceed unless Resolutions 1, 2, 3 and 6 are passed. A
Form of Proxy will be sent with the Circular to Shareholders for use by
Shareholders at the Extraordinary General Meeting. Whether or not Shareholders
intend to be present at the Extraordinary General Meeting they are asked to
complete, sign and return the Form of Proxy to the Company's registrars,
Computershare Investor Services PLC, PO Box 82, The Pavilions, Bridgwater Road,
Bristol BS99 3EA as soon as possible but in any event so as to arrive no later
than 10 a.m. on 26 March 2007. The completion and return of a Form of Proxy will
not preclude Shareholders from attending the Extraordinary General Meeting and
voting in person should they wish to do so. Accordingly, whether or not
Shareholders intend to attend the Extraordinary General Meeting, they are urged
to complete and return the Form of Proxy.

The Circular will be posted to Shareholders on or about 2 March 2007.

RECOMMENDATION

Your Directors have for some time been seeking investment for the Company.
Having explored several options, and taken advice from Seymour Pierce Limited,
the Board is of the view that the Proposals represent the best option for the
Company and that no other source of investment of a similar magnitude is
available to the Company or the Club within the necessary timescale. If the
Proposals are not approved at the EGM, the Company will not be able to raise
alternative funding in the time available and may have to consider ceasing to
trade.

The Directors, who have been so advised by Seymour Pierce Limited, consider that
the Loan and the Warrants and the waiver of the obligation of Chestnut Hill to
make a mandatory offer for the Company which would otherwise arise under Rule 9
of the Code upon conversion (in whole or in part) of the Loan and interest
accrued on it and/or the exercise of the Warrants, are in the best interests of
the Company and Shareholders as a whole. In providing advice to the Directors,
Seymour Pierce Limited has taken into account the Directors' commercial
assessments.

Accordingly, the Directors recommend that Shareholders vote in favour of the
resolutions to be proposed at the EGM as they intend to do in respect of their
own beneficial holdings, amounting in aggregate to 2,653,905,517 Ordinary Shares
representing approximately 12.02 per cent. of the Company's issued voting share
capital.

DEFINITIONS

The following definitions apply throughout this announcement, unless the context
requires otherwise:

''Act'' the Companies Act 1985 (as amended)

''AIM'' the AIM market operated by the London Stock Exchange plc

''Board'' or ''Directors'' the directors of the Company other than the Proposed
Directors

''Chestnut Hill'' or ''CHV'' Chestnut Hill Ventures LLC

'Circular' the Circular to be sent to Shareholders on or about 2
March 2007, containing inter alia, details of the Proposals

''Club'' The Millwall Football & Athletic Company (1985) plc

''Code'' The City Code on Takeovers and Mergers

''Company'' or ''Millwall'' Millwall Holdings plc

''Completion'' first drawdown of the Loan pursuant to the terms of the Facility
Agreement

''Directors' Loan Notes'' the unsecured convertible loan notes in the principal
amount of 530,000 to be subscribed for by certain of the Directors
and Peter de Savary, a former director of the Company, further
details of which will be set out in the Circular

''Existing Ordinary Shares'' the existing issued Ordinary Shares

'Extraordinary General Meeting the extraordinary general meeting of the Company
to be held at 10 a.m. on 28 March 2007 (or any adjournment thereof),
notice of which is set out at the end of the Circular

''Facility Agreement'' the facility agreement entered into between the Company,
the Club and Chestnut Hill on 1 March 2007 setting out the
terms of the Loan which is conditional, inter alia, upon the passing
of the Resolutions numbered 1, 2, 3 and 6, further details of which
will be set out in the Circular

''Form of Proxy'' the form of proxy for use by Shareholders in connection with
the EGM, which will be enclosed with the Circular

''Group'' Millwall, its subsidiaries and associated undertakings

''Loan' the convertible loan facility of up to 5 million to be made available
to Millwall by Chestnut Hill

''New Ordinary Shares'' up to 37,262,464,880 new Ordinary Shares being the
maximum number of Ordinary Shares to be issued on conversion of
the Loan, the Directors' Loan Notes and the NFL Loan Notes, any
interest accrued but unpaid on them and the exercise of the Warrants

''NFL'' Nash Fitzwilliams Limited

''NFL Loan Notes'' the secured convertible loan notes in the principal amount of
up to 1,500,000 to be subscribed for at any time up to 31 March
2007 by clients of NFL, further details of which will be set out
in the Circular

''Ordinary Shares'' the ordinary shares of 0.01p each in the capital of the
Company

''Panel'' the Panel on Takeovers and Mergers

''Proposals'' the making of the Loan, the conversion of the Loan and interest
accrued but unpaid on the Loan into New Ordinary Shares and the
issue of the Warrants to Chestnut Hill

''Proposed Directors'' John G. Berylson and Demos Kouvaris

''Resolutions'' the resolutions to be put to Shareholders at the Extraordinary
General Meeting

''Shareholders'' holders of Existing Ordinary Shares

 

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