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Tuesday 06 February, 2007

Kop Football Limited

Recommended Cash Offer

Kop Football Limited
06 February 2007


6 February 2007
                             Recommended Cash Offer
                                       by
                          Kop Football Limited ('Kop')
                                      For
              The Liverpool Football Club And Athletic Grounds Plc
                                 ('Liverpool')


Summary and Highlights

The Boards of Kop and Liverpool are pleased to announce that they have agreed
the terms of a recommended cash offer to be made by Kop to acquire the entire
issued share capital of Liverpool.

The Offer is £5,000 in cash for each Liverpool Share, valuing the issued share
capital of Liverpool at approximately £174.1 million. Together with the £44.8
million of net debt in the Club as at 31 December 2006, this represents an
enterprise value for Liverpool of £218.9 million.

Kop is an English private limited company, which has been incorporated for the
specific purpose of making the Offer and which is ultimately jointly controlled
by Mr. George Gillett Jnr. and Mr. Thomas O. Hicks.

The Board of Liverpool, which has been so advised by PricewaterhouseCoopers and
PKF, considers the terms of the Offer to be fair and reasonable. PKF is acting
as the independent financial adviser to Liverpool in relation to Rule 3 of the
Code. PricewaterhouseCoopers is acting as financial adviser to Liverpool.

The Board of Liverpool unanimously recommends that Liverpool Shareholders accept
the Offer. In considering the reasonableness of the Offer, the Liverpool Board
has taken the following considerations into account:

•    Kop has indicated its intention to build, as soon as reasonably 
     practicable, the proposed new 60,000 seat stadium at Stanley Park for which 
     the Club has already received planning permission and to facilitate the 
     financing of its construction;

•    Kop has indicated that it is committed to an annual budget for player
     transfers and is able to supplement this should Liverpool's management and 
     Kop agree additional funds are required; and

•    Kop is supportive of both the current executives and the football
     team management at Liverpool to provide stability to the Club.

All of the Liverpool Directors have irrevocably undertaken to accept the Offer
in respect of their own beneficial shareholdings of Liverpool Shares. These
holdings amount, in aggregate, to 18,187 Liverpool Shares, representing
approximately 52.2 per cent. of the existing issued share capital of Liverpool.
In respect of the undertakings given by the Liverpool Directors, these
undertakings remain binding even if a higher competing offer is made for
Liverpool and will only cease to be binding if the Offer lapses or is withdrawn.

In addition, Kop has received an irrevocable undertaking to accept the Offer
from ITV Productions Limited in respect of a further 3,482 Liverpool Shares,
representing approximately 10.0 per cent. of the existing issued share capital
of Liverpool, and this undertaking will cease to be binding if a competing offer
is made or announced on or before the fifth Business Day after posting of the
Offer Document for Liverpool at or above £5,500 for each Liverpool Share in cash
and/or securities, or if the Offer lapses or is withdrawn.

In aggregate, therefore, Kop has received irrevocable undertakings to accept the
Offer in respect of 21,669 Liverpool Shares, representing approximately 62.2 per
cent. of the existing issued share capital of Liverpool.

To uphold the traditions of Liverpool, the Board of Kop has undertaken to
continue the existing informal shareholder ticketing arrangements such that,
subject to the Offer becoming or being declared unconditional in all respects,
Liverpool Shareholders who validly accept the Offer in respect of the Liverpool
shares which they held as at the Priority Tickets Relevant Time, will receive
lifetime priority ticket purchasing rights, giving them priority rights to
purchase tickets for home cup matches, cup finals and a season ticket for the
new stadium (for those who are not already season ticket holders).

Commenting on the Offer, George Gillett Jnr. and Thomas O. Hicks said:

'Liverpool is a fantastic club with a remarkable history and a passionate
fanbase. We fully acknowledge and appreciate the unique heritage and rich
history of Liverpool and intend to respect this heritage in the future. The
Hicks family and the Gillett family are extremely excited about continuing the
Club's legacy and tradition.'

David Moores, Chairman of Liverpool, said:

'I believe this is a great step forward for Liverpool, its shareholders and its
fans. This Club is my passion and forms a huge part of my life. After much
careful consideration, I have agreed to sell my shares to assist in securing the
investment needed for the new stadium and for the playing squad. I urge all my
fellow shareholders to do the same and to support the offer. By doing so, I
believe you will be backing the successful future of Liverpool Football Club. I
am also delighted to accept the offer from the Hicks and Gillett families to
continue my involvement in the Club by becoming Honorary Life President.'

This summary should be read in conjunction with the full text of the following
announcement and the Appendices.

Appendix 1 sets out the conditions and principal further terms of the Offer.
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 Offer. Certain terms used in this announcement are
defined in Appendix 4 to this announcement.


Enquiries:

 Rothschild (Financial Adviser to Kop)                                 +44 (0) 207 280 5000
 Majid Ishaq

 Inner Circle Sports (US Financial Adviser to Kop)                     +1 212 370 4400
 Robert Tilliss

 Allen & Overy LLP (Legal Adviser to Kop)                              +44 (0) 203 088 0000
 Andrew Ballheimer
 Gareth Price
 Ed Barnett

 Financial Dynamics (PR Adviser to Kop)                                +44 (0) 207 831 3113
 Jonathon Brill
 Mark Thompson

 PricewaterhouseCoopers (Financial Adviser to Liverpool)               +44 (0) 161 245 2461
 Colin Gillespie
 Richard Pulford

 DLA Piper UK LLP (Legal Adviser to Liverpool)                         +44 (0) 870 111 111
 Michael Prince

 Vero Communications (PR Adviser to Liverpool)                         +44 (0) 207 554 1122
 Mike Lee OBE


Rothschild, which is authorised and regulated in the United Kingdom by the
Financial Services Authority, is acting for Kop in connection with the Offer and
no one else and will not be responsible to anyone other than Kop for providing
the protections afforded to clients of Rothschild nor for providing advice in
relation to the Offer or any matter referred to herein.



Inner Circle Sports, which is authorised by NASD in the United States of America
as a broker dealer is acting for Kop in connection with the Offer and no one
else and will not be responsible to anyone other than Kop for providing the
protections afforded to clients of Inner Circle Sports nor for providing advice
in relation to the Offer or any matter herein.



PricewaterhouseCoopers, which is authorised and regulated in the United Kingdom
by the Financial Services Authority, is acting for Liverpool in connection with
the Offer and no one else and will not be responsible to anyone other than
Liverpool for providing the protections afforded to clients of
PricewaterhouseCoopers nor for providing advice in relation to the Offer or any
matter referred to herein.



PKF, which is authorised and regulated in the United Kingdom by the Financial
Services Authority, is acting exclusively for Liverpool and no one else in
connection with the Offer and will not be responsible to anyone other than
Liverpool for providing the protections afforded to clients of PKF nor for
providing advice in relation to the Offer, the content of this announcement or
any other 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 Offer or otherwise. The Offer is
being made solely through the Offer Document and the Form of Acceptance, which
will together contain the full terms and conditions of the Offer, including
details of how to accept the Offer. Any acceptance or other response to the
Offer should be made only on the basis of the information contained in the Offer
Document and the Form of Acceptance.



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. 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 Kop
and Liverpool. 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. Kop and Liverpool 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 Liverpool, 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 p.m. (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 Kop or
of Liverpool, 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 by Kop or Liverpool, 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, please contact an independent financial
adviser authorised under the Financial Services and Markets Act 2000, consult
the Panel's website at www.thetakeoverpanel.org.uk or contact the Panel.






6 February 2007





                         Recommended Cash Offer
                                   by
                      Kop Football Limited ('Kop')
                                   for
          The Liverpool Football Club And Athletic Grounds Plc
                            ('Liverpool')


1.         Introduction



The Boards of Kop and Liverpool are pleased to announce that they have agreed
the terms of a recommended cash offer to be made by Kop to acquire the entire
issued share capital of Liverpool. Kop is an English private limited company
which has been incorporated for the specific purpose of making the Offer and is
ultimately jointly controlled by Mr. George Gillett Jnr. and Mr. Thomas O.
Hicks.



The Offer is £5,000 in cash for each Liverpool Share. The Offer values
Liverpool's entire issued share capital at approximately £174.1 million.
Together with the £44.8 million of net debt in the Club as at 31 December 2006,
this represents an enterprise value for Liverpool of £218.9 million.



2.         Summary of the Offer



Under the Offer, which will be subject 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 Offer Document and the Form of
Acceptance, Liverpool Shareholders will receive:



                    £5,000 in cash for each Liverpool Share



Liverpool Shares will be acquired fully paid with full title guarantee and free
from all liens, charges, equitable interests, encumbrances, rights of
pre-emption and any other third party rights and interests of any nature
whatsoever and together with all rights now and hereafter attaching thereto
including, without limitation, voting rights and the right to receive and retain
in full all dividends and other distributions (if any) declared, made or paid
after the date of this announcement.



3.                  Intentions for the Club



The Gillett and Hicks families are extremely enthusiastic about the possibility
of continuing the legacy of such a prestigious and unique club. The families are
ambitious and will strive to ensure that the Club is in the best position
possible to achieve sustained, on-pitch success and long term stability. The
families' ownership of the Club will be a multi-generational family commitment
to invest in and develop the Club and the families hope that ultimately and over
time, the Gillett and Hicks names become as synonymous with the Club as the
Moores' name is today.



The families are well aware of the importance of investment in new players to
achieve on-pitch success and as such are prepared to commit resources to make
appropriate investment in the playing squad. The Gillett family's investment in
the Montreal Canadiens demonstrates its belief in investing in teams to generate
success. The Gillett family has invested in the Canadiens playing squad to the
maximum allowable level as permitted by the National Hockey League. Likewise,
Thomas O. Hicks has demonstrated his commitment to winning through his ownership
and continual investment in the playing squads of both the Dallas Stars and
Texas Rangers.



The Gillett and Hicks families have a strong appreciation of the special
tradition and heritage of the Club and will do everything in their power to
uphold the cherished traditions and continue to enhance the reputation of the
Club. Liverpool Football Club is a club of outstanding historical wealth and the
Gillett and Hicks families hope that they can be a part of a successful future
at the Club, together with the players, manager, coaches, staff members and,
most importantly, the fans.



Kop understands that to ensure that the Club remains as one of the top clubs in
the FA Premier League it needs to move to a new state of the art stadium with an
increased capacity from its current home of Anfield. As such, the families have
indicated their intention to take forward the Stanley Park development, for
which planning permission has already been received, and intend to commence the
process of building one of the leading stadia in Europe. Kop recognises the
importance of a new stadium to the Club and its objective is to ensure that the
Club has the appropriate resources and infrastructure for a football club with
the history and stature in the world of football which Liverpool has and in
order to continue to compete at the highest level of club football.



Contrary to misinformed press reports, at no time has Kop discussed the
possibility of a shared stadium with any other football club, nor is there any
intention to do so.



4.         Formalising the priority ticket purchasing rights



The custom and practice of giving Liverpool Shareholders priority rights to
purchase certain matchday tickets has never been formalised. The Boards of
Liverpool and Kop both recognised that these privileges could be lost by
Liverpool Shareholders on selling their Liverpool Shares under the Offer.
Accordingly, the Board of Kop wishes to uphold this tradition in recognition of
the loyal and valued support of the Liverpool Shareholders.



Kop will therefore undertake to ensure that these existing informal ticketing
privileges will, subject to the Offer becoming or being declared unconditional
in all respects, be formalised into lifetime priority ticket purchasing rights
for Liverpool Shareholders who validly accept the Offer in respect of the
Liverpool Shares which they held as at the Priority Tickets Relevant Time,
giving them priority rights to purchase tickets for home cup matches, cup finals
and a season ticket for the new stadium (for those who are not already season
ticket holders).



Further details of these priority rights will be set out in the Offer Document.



5.         Recommendation



The Liverpool Directors, who have been so advised by PricewaterhouseCoopers and
PKF, consider the terms of the Offer to be fair and reasonable. PKF is acting as
the independent financial adviser to Liverpool in relation to Rule 3 of the
Code. PricewaterhouseCoopers is acting as financial adviser to Liverpool.
However because PricewaterhouseCoopers has a business relationship with certain
entities associated with Mr. George Gillett Jnr. and with Mr. Thomas O. Hicks,
it is not, as a consequence, with respect to the Offer, an independent adviser
for the purposes of the Code. In providing their advice, PricewaterhouseCoopers
and PKF have taken into account the commercial assessments of the Liverpool
Directors.



Accordingly, the Liverpool Directors unanimously recommend that Liverpool
Shareholders accept the Offer, as the Liverpool Directors have irrevocably
undertaken to do in respect of their own beneficial shareholdings which amount,
in aggregate, to 18,187 Liverpool Shares, representing 52.2 per cent. of the
existing issued share capital of Liverpool.



6.         Irrevocable undertakings



Kop has received irrevocable undertakings to accept the Offer in respect of a
total of 21,669 Liverpool Shares representing, in aggregate, approximately 62.2
per cent. of the existing issued share capital of Liverpool, comprised as
follows:



(a)     from David Moores, Chairman of Liverpool, in respect of his entire
beneficial holding of 17,923 Liverpool Shares representing approximately 51.5
per cent. of the existing issued share capital of Liverpool;



(b)     from Terence Smith in respect of his entire beneficial holding of 264
Liverpool Shares representing, in aggregate, approximately 0.8 per cent. of the
existing issued share capital of Liverpool; and



(c)     from ITV Productions Limited in respect of its entire holding of 3,482
Liverpool Shares, representing approximately 10.0 per cent. of the existing
issued share capital of Liverpool.



In respect of the undertakings given by the Liverpool Directors, these
undertakings will cease to be binding only if the Offer lapses or is withdrawn
and remain binding in the event that a higher competing offer for Liverpool is
made.



In respect of the undertaking given by ITV Productions Limited, this undertaking
will cease to be binding if a competing offer is made or announced on or before
the fifth Business Day after posting of the Offer Document for Liverpool at or
above £5,500 for each Liverpool Share in cash and/or in securities, or if the
Offer lapses or is withdrawn.



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



7.                       Background to and reasons for the Offer



Despite its strong track record, over recent years the Club's Board has actively
sought new investment to enable the Club to continue to compete at the highest
level, as well as to realise the Club's ambitions of moving to a new stadium
located at Stanley Park. As a pre-requisite to any investment, the Board
required that any new investor appreciated both the need for continued player
funding and to facilitate the building of the new stadium at Stanley Park. It
was equally important to the Board of Liverpool that any new investor understood
and appreciated Liverpool's unique heritage and tradition built up over so many
years.



As part of the process of securing new investment in the Club, on 4 December
2006, Liverpool confirmed that it had entered into a period of exclusive
negotiations with Dubai International Capital ('DIC') about a possible
investment in the Club. Prior to this time, George Gillett Jnr. and his advisers
had been in discussions with the Liverpool board regarding a possible offer for
the Club.



Once the exclusivity period with DIC had ended without resolution, and following
a new proposal being received by the Club from George Gillett Jnr. and Thomas O.
Hicks, discussions were held between George Gillett Jnr., Thomas O. Hicks and
Liverpool with a view to consummating a transaction, which would be in the best
interests of the Liverpool Shareholders and be the best transaction for the
future stability and success of the Club.



These discussions have resulted in the Offer by Kop. The Board of Liverpool
believes that the Offer is fair and reasonable and has received assurances that
Kop has access to the finance that is required to realise the Club's immediate
ambitions and that Kop at the same time truly recognises and appreciates
Liverpool's unique history and tradition. Kop shares the wishes and ambitions of
the fans for the Club to be playing top quality football in a new stadium, which
it believes will take Liverpool to a new level of success in the Barclays
Premiership and Europe. It is also recognised that the new stadium is a catalyst
for the regeneration of the local area furthering the Club's involvement with
the local community in and around Anfield.



Kop is fully aware of the current requirements of Liverpool and accordingly,
Kop:

•    intends to build, as soon as reasonably practicable, the proposed new
     60,000 seat stadium at Stanley Park for which the Club has already received
     planning permission and to facilitate the financing of its construction;

•    is committed to an annual budget for player transfers and is able to
     supplement this should Liverpool's management and Kop agree additional 
     funds are required; and

•    is supportive of both the current executives and football team
     management at Liverpool to provide stability to the Club.



Further information with respect to the longer term strategy of the Club and the
effect on employee arrangements can be found in paragraph 11 below.



8.         Information relating to Kop, George Gillett Jnr. and Thomas O. Hicks



Kop, a private limited company incorporated in England and Wales, was formed on
18 December 2006, exclusively for the purpose of making the Offer. The company
number is 6032198. Since its incorporation, Kop has not traded.



The current directors of Kop are George Gillett Jnr., Foster Gillett, Thomas O.
Hicks and Thomas O. Hicks Jnr.



George N. Gillett Jnr., 68, is an experienced operator in the sports sector. He
was business manager and a partner in the Miami Dolphins in the late 1960s and
owner of the Harlem Globetrotters in the 1970s. He and his family are the
current majority owners of the Montreal Canadiens, the oldest and one of the
most successful ice hockey franchises in the NHL. The Canadiens have won the
Stanley Cup Championship 24 times. Although he continues to have a portfolio of
investments, George Gillett Jnr. spends a significant amount of time with the
Montreal Canadiens. His son, Foster Gillett, is the managing partner.



The Gillett family intend to be long-term owners of the Montreal Canadiens,
where they have invested heavily in the club to the benefit of the team and the
local area. Under the Gillett ownership, the Canadiens have made the play-offs
in three out of the last four seasons. The family is committed to sporting
success, be it on the ice-hockey rink or on the football pitch. Their objective
in sport is to attain the number one position; ultimately winning trophies is
their goal. The family's involvement in sports team ownership has demonstrated
this commitment to building a successful team and to winning whilst at the same
time working to enhance the local community.



Thomas O. Hicks, 60, is also an experienced operator in the sports business
sector. The Hicks family's interests, amongst others, include ownership of the
Stanley Cup-winning NHL team, the Dallas Stars, and Major League Baseball's
Texas Rangers as well as Hicks Holdings LLC, a holding company of substantial
interests in sports, real estate, oil/gas and other assets and investments.
Under Hicks' ownership, the Dallas Stars have won seven division titles, two
Western conference championships, two President's Trophies and a Stanley Cup
Championship. In 1998 and 1999 the Texas Rangers won the American League West.
Mr. Hicks also co-founded and was for many years the Chairman of the leading
private equity firm Hicks, Muse, Tate and Furst.



9.         Information relating to Liverpool



Liverpool is one of the leading football clubs in the world with an
international reputation and a broad fan base which embodies the passion and
excitement of the world's most popular sport. Historically the most successful
football club in England, the Club has had significant success in both English
and European football. The Club has won the European Cup five times, most
recently in 2005, the European Super Cup three times, and the UEFA Cup three
times. Domestically, the Club has been the champions of the Football League
eighteen times (more than any other club), won the FA Cup seven times, most
recently in 2006, and has won the League Cup (currently named the Carling Cup)
seven times. Most of these were won during a period of unprecedented and
unrivalled success in the 1970s and 1980s which have created a high profile and
worldwide support for Liverpool.



Currently, the team is one of the best teams in the Barclays Premiership, having
consistently finished in the top five in recent years and having won the UEFA
Champions League in May 2005.



Liverpool had a successful season in 2005/2006 having achieved third place in
the Barclays Premiership (which guaranteed entry to the qualifying round of this
season's UEFA Champions League) and having won the FA Cup which further raised
its profile following Liverpool's 2005 UEFA Champions League victory.



Liverpool also operates a successful and well respected academy, which has
produced a significant number of first team players. Last season, Liverpool won
the FA Youth Cup for only the second time in its history.



10.       Financing of the Offer



The cash consideration payable under the Offer will be funded from facilities
made available to Kop, which are personally guaranteed by the Gillett and Hicks
families. Rothschild, financial adviser to Kop, is satisfied that sufficient
resources are available to Kop to satisfy in full the cash consideration payable
to Liverpool Shareholders under the terms of the Offer.



Further details of the financing will be sent out in the Offer Document.



11.       Management and employees



Following the Offer becoming or being declared unconditional in all respects Kop
will work with the executive management team of Liverpool and expects that Rick
Parry and the other existing members of senior management will continue to run
the ongoing business of Liverpool. Following the Offer becoming or being
declared unconditional in all respects, David Moores has confirmed he will
accept the position of Honorary Life President.



It is expected that, upon the Offer becoming or being declared wholly
unconditional in all respects, the Chairman and all other current non-executives
of Liverpool will resign from the Board and, in accordance with Liverpool's
traditions, all non-executive directors other than David Moores, will be offered
roles as Honorary Life Vice Presidents of the Club.



Upon the Offer becoming or being declared wholly unconditional in all respects,
George Gillett Jnr. and Thomas O. Hicks will be appointed as Co-Chairmen of the
Board of Liverpool and Foster Gillett and Thomas O. Hicks Jnr. will be appointed
as directors to the Board of Liverpool.



The Board of Kop has given assurances to the Liverpool Directors that, on the
Offer becoming or being declared unconditional in all respects, the existing
employment rights of all management and employees of the Liverpool Group will be
honoured and pensions obligations complied with.



Kop does not have any current plans which would impact the current arrangements
with employees. Upon the Offer becoming or being declared wholly unconditional
in all respects, there will be a full strategic review before there is any
substantive change in Club strategy.



The Board of Liverpool has no reason to believe that Kop's intentions would
prejudice its employees and is comforted that Kop does not have any current
plans to alter existing arrangements with employees.



12.       Compulsory acquisition and re-registration



In the event that Kop receives acceptances under the Offer in respect of, and/or
otherwise acquires, 90 per cent. or more by nominal value and voting rights of
the Liverpool Shares to which the Offer relates, Kop intends to exercise its
rights pursuant to the provisions of the Companies Act to acquire compulsorily
the remaining Liverpool Shares.



It is further proposed that, following the Offer becoming unconditional in all
respects Kop will seek to re-register Liverpool as a private limited company.



Once the Offer is declared unconditional in all respects, Liverpool will not
support a secondary market in Liverpool Shares, which means that this coupled
with Liverpool becoming a private company will make it extremely difficult for
Liverpool Shareholders to sell their Liverpool Shares other than to Kop. Kop
will have no obligation to purchase any Liverpool Shares once the Offer has been
closed.



It is unlikely that Liverpool Shareholders who do not accept the Offer will
receive dividend payments in respect of their Liverpool Shares in the future.



13.       Disclosure of interests in Liverpool Shares



As at the date of this announcement, neither Kop nor, so far as the Directors of
Kop are aware, any person acting in concert with it, has any interest in or
right to subscribe for any relevant securities of Liverpool nor are they party
to any short positions (whether conditional or absolute and whether in the money
or otherwise) relating to relevant securities of Liverpool, including any short
positions under derivatives, agreements to sell or any delivery obligations or
rights to require another person to take delivery. Neither Kop nor the directors
of Kop nor, so far as Kop is aware, any person acting in concert with Kop, has
borrowed or lent any relevant securities of Liverpool.



14.       General



Your attention is drawn to the further information contained in the Appendices
which form part of this announcement.



The full text of the conditions and further terms of the Offer 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 Offer.



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



The Offer documentation setting out in full the terms and conditions of the
Offer will be posted to Liverpool Shareholders not later than 28 days after the
date of this announcement unless otherwise agreed with the Panel.



Enquiries:

 Rothschild (Financial Adviser to Kop)                                            +44 (0) 207 280 5000
 Majid Ishaq

 Inner Circle Sports (US Financial Adviser to Kop)                                +1 212 370 4400
 Robert Tilliss

 Allen & Overy LLP (Legal Adviser to Kop)                                         +44 (0) 203 088 0000
 Andrew Ballheimer
 Gareth Price
 Ed Barnett

 Financial Dynamics (PR Adviser to Kop)                                           +44 (0) 207 831 3113
 Jonathon Brill
 Mark Thompson

 PricewaterhouseCoopers (Financial Adviser to Liverpool)                          +44 (0) 161 245 2461
 Colin Gillespie
 Richard Pulford

 DLA Piper UK LLP (Legal Adviser to Liverpool)                                    +44 (0) 870 111 111
 Michael Prince

 Vero Communications (PR Adviser to Liverpool)                                    +44 (0) 207 554 1122
 Mike Lee OBE


Rothschild, which is authorised and regulated in the United Kingdom by the
Financial Services Authority is acting for Kop in connection with the Offer and
no one else and will not be responsible to anyone other than Kop for providing
the protections afforded to clients of Rothschild nor for providing advice in
relation to the Offer or any matter referred to herein.



Inner Circle Sports, which is authorised by NASD in the United States of America
as a broker dealer is acting for Kop in connection with the Offer and no one
else and will not be responsible to anyone other than Kop for providing the
protections afforded to clients of Inner Circle Sports nor for providing advice
in relation to the Offer or any matter herein.



PricewaterhouseCoopers, which is authorised and regulated in the United Kingdom
by the Financial Services Authority, is acting for Liverpool in connection with
the Offer and no one else and will not be responsible to anyone other than
Liverpool for providing the protections afforded to clients of
PricewaterhouseCoopers nor for providing advice in relation to the Offer or any
matter referred to herein.



PKF, which is authorised and regulated in the United Kingdom by the Financial
Services Authority, is acting exclusively for Liverpool and no one else in
connection with the Offer and will not be responsible to anyone other than
Liverpool for providing the protections afforded to clients of PKF nor for
providing advice in relation to the Offer, the content of this announcement or
any other 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 Offer or otherwise. The Offer will
be made solely through the Offer Document and the Form of Acceptance, which will
together contain the full terms and conditions of the Offer, including details
of how to accept the Offer. Any acceptance or other response to the Offer should
be made only on the basis of the information contained in the Offer Document and
the Form of Acceptance.



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. 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 Kop
and Liverpool. 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. Kop and Liverpool 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 Liverpool, 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 p.m. (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 Kop or
of Liverpool, 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 by Kop or Liverpool, 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, please contact an independent financial
adviser authorised under the Financial Services and Markets Act 2000, consult
the Panel's website at www.thetakeoverpanel.org.uk or contact the Panel.






APPENDIX 1



CONDITIONS AND CERTAIN FURTHER TERMS OF THE OFFER



The Offer will comply with the applicable rules and regulations of the Code,
will be governed by English law and will be subject to the jurisdiction of the
courts of England. In addition it will be subject to the terms and conditions to
be set out in the Offer Document and related Form of Acceptance.



Conditions of the Offer



The Offer will be subject to the following conditions:



(a)     valid acceptances being received (and not, where permitted, withdrawn)
by not later than 3.00 p.m. (London time) on the first closing date of the Offer
(or such later time(s) and/or date(s) as Kop may, subject to the rules of the
Code or with the consent of the Panel, decide) in respect of not less than 75
per cent. (or such lower percentage as Kop may decide) in nominal value of the
Liverpool Shares to which the Offer relates and not less than 75 per cent. (or
such lesser percentage as Kop may decide) of the voting rights carried by the
Liverpool Shares to which the Offer relates, provided that this condition will
not be satisfied unless Kop shall have acquired or agreed to acquire (whether
pursuant to the Offer or otherwise) directly or indirectly Liverpool Shares
carrying in aggregate more than 50 per cent. of the voting rights then normally
exercisable at general meetings of Liverpool, including for this purpose (except
to the extent otherwise agreed by the Panel) any such voting rights attaching to
Liverpool Shares that are unconditionally allotted or issued before the Offer
becomes or is declared unconditional as to acceptances, whether pursuant to the
exercise of any outstanding subscription or conversion rights or otherwise.



For the purposes of this condition:



(i)      Liverpool Shares which have been unconditionally allotted shall be
deemed to carry the voting rights they will carry upon issue; and



(ii)      the expression 'Liverpool Shares to which the Offer relates' shall be
construed in accordance with Schedule 2 to the Takeovers Directive Regulations;



(b)     all Authorisations which are necessary in any relevant jurisdiction for
or in respect of the Offer or the acquisition or proposed acquisition of any
shares or other securities in, or control or management of, Liverpool or any
other member of the Wider Liverpool Group by Kop or the carrying on by any
member of the Wider Liverpool Group of its business having been obtained, in
terms and in a form reasonably satisfactory to Kop, from all appropriate Third
Parties or from any persons or bodies with whom any member of the Wider
Liverpool Group has entered into contractual arrangements in each case where the
absence of such Authorisation would have a material adverse effect on the Wider
Liverpool Group taken as a whole and all such Authorisations remaining in full
force and effect and there being no notice or intimation of any intention to
revoke, suspend, restrict, modify or not to renew any of the same;



(c)     no Third Party having intervened (as defined below) and there not
continuing to be outstanding any statute, regulation or order of any Third Party
in each case which would or might reasonably be expected, to an extent which is
material to the Wider Liverpool Group taken as a whole, to:



(i)      make the Offer, its implementation or the acquisition or proposed
acquisition by Kop of any shares or other securities in, or control or
management of, Liverpool or any member of the Wider Liverpool Group void,
illegal or unenforceable in any jurisdiction, or otherwise directly or
indirectly restrain, prevent, prohibit, restrict or delay the same or impose
additional conditions or obligations with respect to the Offer or such
acquisition, or otherwise impede, challenge or interfere with the Offer or such
acquisition, or require amendment to the terms of the Offer or the acquisition
or proposed acquisition of any Liverpool Shares or the acquisition of control or
management of Liverpool or the Wider Liverpool Group by Kop;



(ii)      limit or delay, or impose any limitations on, the ability of Kop or
any member of the Wider Liverpool Group to acquire or to hold or to exercise
effectively, directly or indirectly, all or any rights of ownership in respect
of shares or other securities in, or to exercise voting or management control
over, any member of the Wider Liverpool Group;



(iii)     require, prevent or delay the divestiture by Kop of any shares or
other securities in Liverpool;



(iv)     require, prevent or delay the divestiture either by Kop or by any
member of the Wider Liverpool Group of all or any portion of their respective
businesses, assets or properties or limit the ability of any of them to conduct
any of their respective businesses or to own or control any of their respective
assets or properties or any part thereof;



(v)     require Kop or any member of the Wider Liverpool Group to acquire, or to
offer to acquire, any shares or other securities (or the equivalent) in any
member of either the Kop Group or the Wider Liverpool Group owned by any third
party;



(vi)     limit the ability of Kop or any member of the Wider Liverpool Group to
conduct or co-ordinate its business, or any part of it, with the businesses or
any part of the businesses of any other member of the Wider Liverpool Group; or



(vii)    otherwise materially and adversely affect any or all of the business,
assets, profits, financial or trading position or prospects of any member of the
Wider Liverpool Group;



(d)     except as publicly disclosed in the annual report and accounts of
Liverpool for the financial year ended 31 July 2006 or as publicly announced by
Liverpool prior to the date of this announcement by the delivery of an
announcement to a Regulatory Information Service or as fairly disclosed in
writing prior to the date of this announcement to Kop by or on behalf of
Liverpool, there being no provision of any arrangement, agreement, licence,
permit, franchise or other instrument to which any member of the Wider Liverpool
Group is a party, or by or to which any such member or any of its assets is or
are or may be bound, entitled or subject or any circumstance, which, in each
case as a consequence of the Offer or the acquisition or proposed acquisition of
any shares or other securities in, or control of, Liverpool or any other member
of the Wider Liverpool Group by Kop or otherwise, could or might reasonably be
expected (to an extent which is material to the Wider Liverpool Group taken as a
whole) to result in:



(i)      any monies borrowed by or any other indebtedness or liabilities (actual
or contingent) of, or any grant available to, any member of the Wider Liverpool
Group being or becoming repayable or capable of being declared repayable
immediately or prior to its stated repayment date or the ability of any member
of the Wider Liverpool Group to borrow monies or incur any indebtedness being
withdrawn or inhibited or becoming capable of being withdrawn;



(ii)      the creation or enforcement of any mortgage, charge or other security
interest over the whole or any part of the business, property, assets or
interests of any member of the Wider Liverpool Group or any such mortgage,
charge or other security interest (wherever created, arising or having arisen)
becoming enforceable;



(iii)     any such arrangement, agreement, licence, permit, franchise or
instrument, or the rights, liabilities, obligations or interests of any member
of the Wider Liverpool Group thereunder, being, or becoming capable of being,
terminated or adversely modified or affected or any adverse action being taken
or any obligation or liability arising thereunder;



(iv)     any asset or interest of any member of the Wider Liverpool Group being
or falling to be disposed of or ceasing to be available to any member of the
Wider Liverpool Group or any right arising under which any such asset or
interest could be required to be disposed of or could cease to be available to
any member of the Wider Liverpool Group otherwise than in the ordinary course of
business;



(v)     the creation of any liabilities (actual or contingent) by any member of
the Wider Liverpool Group other than in the ordinary course of business;



(vi)     the rights, liabilities, obligations or interests of any member of the
Wider Liverpool Group under any such arrangement, agreement, licence, permit,
franchise or other instrument or the interests or business of any such member in
or with any other person, firm, company or body (or any arrangement or
arrangements relating to any such interests or business) being terminated or
adversely modified or affected; or



(vii)    the financial or trading position or the prospects or the value of any
member of the Wider Liverpool Group being prejudiced or adversely affected; and



(viii)   no event having occurred which, under any provision of any such
arrangement, agreement, licence, permit or other instrument, would, or might
reasonably be expected to, result in any of the events or circumstances which
are referred to in paragraphs (d)(i) to (vii) of this condition (d);



(e)     since 31 July 2006 and except as disclosed in Liverpool's annual report
and accounts for the year then ended or as otherwise publicly announced by
Liverpool prior to the date of this announcement by the delivery of an
announcement to a Regulatory Information Service or as otherwise disclosed prior
to the date of this announcement to Kop by or on behalf of Liverpool, no member
of the Wider Liverpool Group having (to an extent which is material to the Wider
Liverpool Group taken as a whole):



(i)      issued or agreed to issue, or authorised the issue of, additional
shares of any class, or securities convertible into or exchangeable for, or
rights, warrants or options to subscribe for or acquire, any such shares or
convertible securities or transferred or sold any shares out of treasury, other
than as between Liverpool and wholly-owned subsidiaries of Liverpool;



(ii)      purchased or redeemed or repaid any of its own shares or other
securities or reduced or made any other change to any part of its share capital;



(iii)     recommended, declared, paid or made any dividend or other distribution
whether payable in cash or otherwise or made any bonus issue (other than to
Liverpool or a wholly-owned subsidiary of Liverpool);



(iv)     except as between Liverpool and its wholly-owned subsidiaries or
between such wholly-owned subsidiaries, made, committed to make authorised,
proposed or announced any change in its loan capital;



(v)     (other than any acquisition or disposal in the ordinary course of
business or a transaction between Liverpool and a wholly-owned subsidiary of
Liverpool or between such wholly-owned subsidiaries) merged with, demerged or
acquired any body corporate, partnership or business or acquired or disposed of
or transferred, mortgaged, charged or created any security interest over any
assets or any right, title or interest in any assets (including shares in any
undertaking and trade investments) or authorised the same;



(vi)     issued, authorised or approved the issue of, or authorisation of or
made any change in or to, any debentures;



(vii)    entered into, varied, or authorised any agreement, transaction,
arrangement or commitment (whether in respect of capital expenditure or
otherwise) which:



(A)    is of a long term, onerous or unusual nature or magnitude or which could
involve an obligation of such nature or magnitude; or



(B)    would or might reasonably be expected to materially restrict the business
of any member of the Wider Liverpool Group; or



(C)    is other than in the ordinary course of business;



(viii)   entered into, implemented, effected or authorised any merger, demerger,
reconstruction, amalgamation, scheme, commitment or other transaction or
arrangement in respect of itself or another member of the Wider Liverpool Group
otherwise than in the ordinary course of business;



(ix)     entered into or varied the terms of, any contract, agreement or
arrangement with any of the directors or senior executives of any member of the
Wider Liverpool Group;



(x)     taken any corporate action or had any legal proceedings instituted or
threatened against it or petition presented or order made for its winding-up
(voluntarily or otherwise), dissolution or reorganisation or for the appointment
of a receiver, administrator, administrative receiver, trustee or similar
officer of or over all or any part of its assets and revenues or any analogous
proceedings in any jurisdiction or appointed any analogous person in any
jurisdiction;



(xi)     been unable, or admitted in writing that it is unable, to pay its debts
or having stopped or suspended (or threatened to stop or suspend) payment of its
debts generally or ceased or threatened to cease carrying on all or a
substantial part of its business;



(xii)    waived or compromised any claim, otherwise than in the ordinary course
of business which is material in the context of the Wider Liverpool Group taken
as a whole;



(xiii)   made any alteration to its memorandum or articles of association;



(xiv)   made or agreed or consented to:



(A)    any material change:



(1)     to the terms of the trust deeds constituting the pension scheme(s)
established for its directors, employees or their dependants; or



(2)     to the benefits which accrue or to the pensions which are payable
thereunder; or



(3)     to the basis on which qualification for, or accrual or entitlement to
such benefits or pensions are calculated or determined; or



(4)     to the basis upon which the liabilities (including pensions) of such
pension schemes are funded or made; or



(B)    any change to the trustees including the appointment of a trust
corporation but excluding any appointment of a member nominated trustee in
accordance with existing nomination arrangements or one company appointment to
fill a trustee vacancy;



(xv)    proposed, agreed to provide or modified the terms of any share option
scheme or incentive scheme of the Wider Liverpool Group;



(xvi)   save as between Liverpool and its wholly-owned subsidiaries, granted any
material lease in respect of any of the leasehold or freehold property owned or
occupied by it or transferred or otherwise disposed of any such property; or



(xvii)  entered into any agreement, commitment or arrangement or passed any
resolution or made any offer (which remains open for acceptance) or proposed or
announced any intention with respect to any of the transactions, matters or
events referred to in this condition (e);



(f)      except as disclosed in the annual report and accounts for the financial
year ended 31 July 2006 or as publicly announced by Liverpool prior to the date
of this announcement by the delivery of an announcement to a Regulatory
Information Service or as otherwise disclosed prior to the date of this
announcement to Kop by or on behalf of Liverpool:



(i)      there having been no adverse change or deterioration in the business,
assets, financial or trading positions or profit or prospects of any member of
the Wider Liverpool Group which in any case is material in the context of the
Wider Liverpool Group taken as a whole;



(ii)      no contingent or other liability of any member of the Wider Liverpool
Group having arisen or become apparent or increased which in any case is
material in the context of the Wider Liverpool Group taken as a whole;



(iii)     no litigation, arbitration proceedings, prosecution or other legal
proceedings to which any member of the Wider Liverpool Group is or is reasonably
likely to become a party (whether as plaintiff, defendant or otherwise) having
been threatened, announced or instituted by or against or remaining outstanding
against or in respect of any member of the Wider Liverpool Group which in any
case is material in the context of the Wider Liverpool Group taken as a whole;
and



(iv)     (other than as a result of the Offer) no enquiry or investigation by,
or complaint or reference to, any Third Party having been threatened, announced
instituted by or against or remaining outstanding against or in respect of any
member of the Wider Liverpool Group which in any case is material in the context
of the Wider Liverpool Group taken as a whole;



(g)     except as disclosed prior to the date of this document to Kop by or on
behalf of Liverpool, Kop not having discovered after the date of this
announcement:



(i)      that any financial or business or other information concerning the
Wider Liverpool Group disclosed at any time by or on behalf of any member of the
Wider Liverpool Group, whether publicly, to Kop or otherwise, is materially
misleading or contains any misrepresentation of fact or omits to state a fact
necessary to make any information contained therein not materially misleading
and which was not subsequently corrected before the date of this announcement by
disclosure either publicly or otherwise to Kop to an extent which in any case is
material in the context of the Wider Liverpool Group taken as a whole; or



(ii)      that any member of the Wider Liverpool Group is subject to any
liability (actual or contingent) which is not disclosed in Liverpool's annual
report and accounts for the financial year ended 31 July 2006 or has otherwise
publicly announced and which in any case is material in the context of the Wider
Liverpool Group taken as a whole



(h)     except to the extent disclosed in the annual report and accounts of
Liverpool for the financial year ended 31 July 2006 or as publicly announced by
Liverpool prior to the date of this document by the delivery of an announcement
to a Regulatory Information Service or as fairly disclosed to Kop in writing by
or on behalf of Liverpool before the date of this announcement, Kop not having
discovered after the date of this announcement:



(i)      that any past or present member of the Wider Liverpool Group has not
complied with any applicable legislation or regulations of any jurisdiction with
regard to the use, treatment, handling, storage, transport, release, disposal,
discharge, spillage, leak or emission of any waste or hazardous substance or any
substance likely to impair the environment or harm human health, or otherwise
relating to environmental matters or the health and safety of any person, or
that there has otherwise been any such use, treatment, handling, storage,
transport, release, disposal, discharge, spillage, leak or emission (whether or
not this constituted a non-compliance by any person with any legislation or
regulations and wherever the same may have taken place) which, in any case,
would be likely to give rise to any liability (whether actual or contingent) or
cost on the part of any member of the Wider Liverpool Group which is material in
relation to the Wider Liverpool Group taken as a whole; or



(ii)      that there is, or is likely to be, any liability, whether actual or
contingent, to make good, repair, reinstate or clean up any property now or
previously owned, occupied or made use of by any past or present member of the
Wider Liverpool Group or any other property or any controlled waters under any
environmental legislation, regulation, notice, circular, order or other lawful
requirement of any relevant authority or third party or otherwise which is
material in relation to the Wider Liverpool Group taken as a whole.



          For the purpose of these conditions:



(a)     'Third Party' means any central bank, government, government department
or governmental, quasi-governmental, supranational, statutory, regulatory or
investigative body, authority (including any national anti-trust or merger
control authority), court, trade agency, association, institution or
professional or environmental body or any other similar person or body
whatsoever in any relevant jurisdiction;



(b)     a Third Party shall be regarded as having 'intervened' if it has decided
to take, institute, implement or threaten any action, proceeding, suit,
investigation, enquiry or reference or made, proposed or enacted any statute,
regulation, decision or order or taken any measures or other steps or required
any action to be taken or information to be provided and 'intervene' shall be
construed accordingly; and



(c)     'Authorisations' means authorisations, orders, grants, recognitions,
determinations, certificates, confirmations, consents, licences, clearances,
provisions and approvals.



Kop reserves the right to waive in whole or in part all or any of conditions (b)
to (h) inclusive. Conditions (b) to (h) inclusive must be satisfied as at, or
waived on or before, the 21st day after the later of the first closing date of
the Offer and the date on which condition (a) is fulfilled (or, in each case,
such later date as the Panel may agree). Kop shall be under no obligation to
waive or determine to be, or treat as, fulfilled, any of conditions (b) to (h)
inclusive by a date earlier than the date specified above for the fulfilment
thereof notwithstanding that the other conditions of the Offer may at such
earlier date have been waived or fulfilled and that there are at such earlier
date no circumstances indicating that any of such conditions may not be capable
of fulfilment.



Except with the Panel's consent Kop will not invoke any of the above conditions
(except for condition (a)) so as to cause the Offer not to proceed, to lapse or
be withdrawn unless the circumstances which give rise to the right to invoke the
relevant conditions are of material significance to Kop in the context of the
Offer.



If Kop is required by the Panel to make an offer for the Liverpool Shares under
the provisions of Rule 9 of the Code, Kop may make such alterations to the terms
and conditions of the Offer as are necessary to comply with the provisions of
that Rule.



Further Terms of the Offer



The Offer will lapse if it is referred to the Competition Commission before the
later of the first closing date of the Offer and the date on which the Offer
becomes or is declared unconditional as to acceptances.



Liverpool Shares will be acquired by Kop fully paid and free from all liens,
equitable interests, charges, encumbrances and other third party rights of any
nature whatsoever and together with all rights attaching to them, including the
right to receive and retain all dividends and distributions (if any) declared,
made or payable after the date of this announcement.



The Offer will be on the terms and will be subject, inter alia, to the
conditions which are set out in this announcement and in this Appendix 1 and
those terms which will be set out in the Offer Document and in the Form of
Acceptance and such further terms as may be required to comply with the
provisions of the Code.



The availability of the Offer to persons not resident in the United Kingdom may
be affected by the laws of the relevant jurisdictions. Persons who are not
resident in the United Kingdom should inform themselves about and observe any
applicable requirements.



The Offer is governed by English law and is subject to the jurisdiction of the
English Courts.




                                   APPENDIX 2

                       BASES AND SOURCES OF INFORMATION



(a)     The value attributed to the existing issued share capital of Liverpool
is based upon the 34,823 Liverpool Shares in issue on 5 February 2007.



(b)     References to a percentage of Liverpool Shares are based on the number
of Liverpool Shares in issue as set out in paragraph (a) above.



                                  APPENDIX 3

                           IRREVOCABLE UNDERTAKINGS


The following holders of Liverpool Shares have given irrevocable undertakings to
accept the Offer:


Name                                               Number of Liverpool                Per cent. of issued
                                                                Shares                      share capital

David Moores                                                    17,923                              51.47
Terence Smith                                                      264                               0.76
ITV Productions Limited                                          3,482                              10.00

Total                                                           21,669                              62.23



In respect of the undertakings given by the Liverpool Directors, these
undertakings will cease to be binding only if the Offer lapses or is withdrawn
and remain binding in the event that a higher competing offer for Liverpool is
made.



In respect of the undertaking given by ITV Productions Limited, this undertaking
will cease to be binding if a competing offer is made or announced on or before
the fifth Business Day after posting of the Offer Document for Liverpool at or
above £5,500 for each Liverpool Share in cash and/or in securities, or if the
Offer lapses or is withdrawn.






                              APPENDIX 4

                              DEFINITIONS


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


Australia                        the commonwealth of Australia, its territories and possessions and all areas subject
                                 to its jurisdiction and all political sub divisions thereof

Board                            as the context requires, the board of Liverpool Directors or the board of directors
                                 of Kop and the terms 'Liverpool Board' and 'Kop Board' shall be construed
                                 accordingly

Business Day                     a day (other than a public holiday, Saturday or Sunday) on which clearing banks in
                                 London are open for normal business

Canada                           Canada, its provinces and territories and all areas subject to its jurisdiction and
                                 all political sub divisions thereof

Code                             the City Code on Takeovers and Mergers

Companies Act                    the Companies Act 1985 (as amended)

Club                             Liverpool Football Club

Conditions                       the conditions to the implementation of the Offer which are set out in Appendix 1 to
                                 this announcement

Form of Acceptance               the form of acceptance and authority for use by Liverpool Shareholders in connection
                                 with the Offer which will accompany the Offer Document when issued

Japan                            Japan, its cities and prefectures, territories and possessions

Kop                              Kop Football Limited, a company incorporated under the laws of England and Wales
                                 with registered number 6032198

Liverpool                        The Liverpool Football Club And Athletic Grounds Plc

Liverpool Directors              the directors of Liverpool

Liverpool Group                  Liverpool and its subsidiary undertakings

Liverpool Share(s)               the existing unconditionally allotted or issued and fully paid ordinary shares of £5
                                 each in the capital of Liverpool and any further shares which are unconditionally
                                 allotted or issued before the date on which the Offer closes (or such earlier date
                                 or dates, not being earlier than the date on which the Offer becomes unconditional
                                 as to acceptances or, if later, the first closing date of the Offer, as Kop may
                                 decide) but excluding in both cases any such shares held or which become held in
                                 treasury

Liverpool Shareholders           the holders of Liverpool Shares from time to time

Offer                            the recommended offer to be made by Kop to acquire the entire issued ordinary share
                                 capital of Liverpool on the terms and subject to the conditions to be set out in the
                                 Offer Document and the Form of Acceptance and, where the context so requires, any
                                 subsequent revision, variation, extension or renewal of such offer

Offer Document                   the document to be published and sent to Liverpool Shareholders containing the Offer

Offer Period                     the offer period (as defined in the Code) relating to Liverpool, which commenced on
                                 29 March 2006

Offer Price                      £5,000 for each Liverpool Share

Panel                            the Panel on Takeovers and Mergers

PKF                              PKF(UK) LLP, independent financial adviser to Liverpool

PricewaterhouseCoopers           PricewaterhouseCoopers LLP, financial adviser to Liverpool

Priority Tickets Relevant Time   5.30 p.m. on 5 February 2007

Priority Rights                  Certain priority ticket purchasing rights to be afforded to Liverpool Shareholders
                                 who validly accept the Offer to be more fully described in the Offer Document

Regulatory Information Service   as defined in the Glossary to the FSA Handbook

Rothschild                       NM Rothschild & Sons Limited

Substantial Interest             a direct or indirect interest in 20 per cent. or more of the voting or equity
                                 capital (or equivalent) of an undertaking

UK or United Kingdom             the United Kingdom of Great Britain and Northern Ireland

US or United States              the United States of America, its territories and possessions, any state of the
                                 United States of America and the District of Columbia

Wider Liverpool Group            Liverpool and the subsidiaries and subsidiary undertakings of Liverpool and
                                 associated undertakings (including any joint venture, partnership, firm or company
                                 in which any member of the Liverpool Group is interested or any undertaking in which
                                 Liverpool and such undertakings (aggregating their interests) have a Substantial
                                 Interest)



For the purposes of this announcement, 'subsidiary', 'subsidiary undertaking', 
'undertaking' and 'associated undertaking' have the meanings given by the
Companies Act (but for this purpose ignoring paragraph 20(1)(b) of Schedule 4A
of the Companies Act).



All references to time in this announcement are to London time unless otherwise
stated.




                      This information is provided by RNS
            The company news service from the London Stock Exchange                                                                                              

a d v e r t i s e m e n t