Millwall Holdings PLC
26 March 2007
The issuer advises that the following replaces the announcement issued under RNS
number 7032T at 12.40 hours on 26 March 2007. The price of 0.003p in the 6th
paragraph has been corrected to 0.03p.
Millwall Holdings Plc
'Millwall' or 'the Company'
Further to the announcement on 2 March 2007 the Board of Millwall is pleased to
announce certain amendments to the terms of Chestnut Hill Ventures LLC ('CHV')
loan and warrants and details of a proposed equity investment by Graham Ferguson
Lacey ('GFL'), a current significant Millwall shareholder. The amendments to the
CHV arrangement are:
1) The interest rate on the loan facility to be provided to the Company by CHV
will now be 9 per cent. per annum compounded quarterly (previously 9.5 per cent.
per annum compounded monthly);
2) The terms of the warrant instrument will be amended so that warrants to
subscribe for 3,068,328,600 ordinary shares will be granted unconditionally but
the exercise of the balance of the warrants to subscribe for 3,068,328,600
ordinary shares will be conditional upon the Company obtaining planning
permission for the proposed property regeneration by 28 March 2010 ('Planning').
CHV will be granted further warrants to subscribe for an additional
3,068,328,600 ordinary shares, the exercise of which will be subject to Planning
and conditional on the undertaking of a further waiver under rule 9 of the City
3) CHV will immediately convert £900,000 of the amount drawn down under the loan
facility into 3,000,000,000 ordinary shares in Millwall.
Resolutions to approve the arrangements with CHV will be considered at the
extraordinary general meeting of the Company to be held at 10 am on 28 March
2007. The Directors do not believe that the proposed amendments to the loan
facility and the warrants are material in the context of the transaction and
therefore the resolutions will be proposed in the form set out in the circular
sent to shareholders of the Company dated 2 March 2007.
GFL will subscribe for 3,000,000,000 shares at the same price as CHV, being
0.03p per share. GFL will make this subscription within 60 days of the EGM. GFL
will also have the right to appoint a director to the Company and the right to
appoint a director to the Club. Following completion of the conversion by CHV of
£900,000 of its loan and the subscription by GFL referred to above, GFL will be
interested in 7,430,000,000 Millwall shares, representing 29.6 per cent. of the
issued share capital of the Company (assuming there is no exercise of any
warrants or further conversion of the CHV Loan).
As a result of these improvements in the arrangements with CHV, GFL has agreed
that he will vote in favour of all of the resolutions to be proposed at the EGM.
The proposed changes to the CHV arrangements and the subscription by GFL have
been considered by the Board with its financial adviser, Seymour Pierce Limited.
The Directors, who have been so advised by Seymour Pierce Limited, consider the
above proposals are in the best interests of the Company and Shareholders as a