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Millwall Holdings Plc

(“Millwall” or the “Company”)

Amendment to Loan Facilities & Consent to Issue New Loan Notes

The Company on 17 December 2009 completed an amendment and restatement agreement (“Amendment Agreement”) to the unsecured loan facility agreement with Chestnut Hill Ventures LLC (“CHV”) dated 25 November 2008 (as amended on 20 October 2009) (“Unsecured Facility Agreement”) pursuant to which CHV has agreed to provide an additional Facility B Loan to the Company of up to £1.7 million. With the provision of this Facility B Loan the total loan facility under the Unsecured Facility Agreement has increased from £4.3 million to £6 million. The Facility B Loan will carry interest at the rate of 15 per cent per annum.

Under the Amendment Agreement the repayment date of the Facility A Loan already advanced to the Company has been extended to 31 March 2011. The repayment date of the new Facility B Loan is also 31 March 2011. Other than those terms stated above, the principal terms of the Unsecured Facility Agreement will remain the same.

The monies to be advanced to Millwall by CHV as a result of the Amendment Agreement will be used for general working capital purposes.

The Company has [today] also completed an amendment to the secured facility agreement with CHV originally dated 1 March 2007 (as amended and restated on 2 April 2008 and further amended on 30 June 2008) (“Secured Facility Agreement”) to allow the Company to issue loan notes.

The amendment to the Secured Facility Agreement permits the Company to issue unsecured and non-convertible loan notes (“Loan Notes”). When issued, the Loan Notes will carry interest at the rate of 15 per cent per annum and the Company will have the option to issue further loan notes (‘PIK’ or ‘Payment-In-Kind’ notes) in lieu of paying interest. The redemption date of the Loan Notes is to be agreed but will be on or after 31 March 2011.

John Berylson, a director of the Company, has a controlling interest in CHV and CHV is a substantial shareholder in the Company therefore the agreements constitute a related party transaction under the AIM Rules. The directors of the Company (other than John Berylson and Demos Kouvaris who are both directors of CHV), consider, having consulted with Seymour Pierce Limited, that the terms of the transactions are fair and reasonable insofar as shareholders of the Company are concerned.


Millwall: Andy Ambler 020 7232 1222     Tom Simmons 020 7232 1222

Seymour Pierce: Tom Sheldon 020 7107 8000


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Last modified: 08-11-16