Issue of Debt

Premier Management Holdings PLC 16 July 2001 Premier Management Holdings plc (the 'Company' or 'Premier) Proposed Bond Issue Introduction It was announced today that Premier Management (Jersey) Limited, which it is intended to incorporate as wholly owned subsidiary of the Company, intends to issue up to Euro8,000,000 Guaranteed Floating Rate Convertible Bonds due 2004 (subject to an over-allotment option granted in favour of Bracken Partners Limited ('Bracken Partners')to increase the principal amount of the Bonds by a further Euro2,000,000 to cover over-allotments 'the Over Allotment Option') ('the Bonds'). The Bonds, which will be admitted to the Official List of the UK Listing Authority and to trading on the London Stock Exchange, will be guaranteed by the Company and will be convertible into Ordinary Shares in the Company at the conversion price which it is anticipated will be notified to Shareholders at the AGM. A summary of the key features of the Bonds and of their terms and conditions is set out below. This announcement contains information on the Company and details of the proposed issue of the Bonds ('Issue') which is inter alia conditional upon the passing of the resolutions at the AGM. The AGM is to be held at the offices of Nabarro Nathanson at Lacon House, Theobald's Road, London WC1X 8RW at 11.00am on 6 August 2001. The Company Premier became the first exclusively football agency to be quoted on AIM when its shares were admitted to trading on that market in March 2000. It has since expanded its business and opportunities significantly, increasing its turnover, the number of players represented and the international aspects of its business. It now carries on business from well equipped and modern offices at 50 Liverpool Street, London. In order to represent a professional or semi-professional footballer ('Player') and professional and semi-professional association football clubs ('Clubs') in transfer negotiations for the registrations of Players, an agent needs to have a licence from either FIFA or the Football Association Limited. New regulations have recently become effective, delegating the issue of licences to national associations and requiring professional indemnity insurance for agents. The national associations are now implementing a new system of regulation of agents requiring re-registration by agents once the extended insurance cover arrangements are in place. The Company is well advanced in its own preparations for the new regime and does not expect it to have any adverse impact on its business. The Market Football is a growth industry and it is likely that such growth will continue. Its strong appeal is evidenced by the latest sale of television rights in the United Kingdom which seems set to put even more money into the game than before. Football agents receive fees from the Players whom they represent and this usually takes the form of a percentage of the Player's earnings. Agents can also receive fees from Clubs, either for representing the Club on a sale or purchase of a Player's registration or for finding a Player for a Club or a purchasing Club for a Player. Clubs may also use agents to represent them in contract negotiations with Players. The Directors believe that one of the consequences of the Bosman ruling is that Players' contracts with Clubs are often longer and more complicated than before and that. It has become common practice for Players' contracts to be revised on several occasions during the original intended lifespan and as a result the number of opportunities to represent Players or Clubs in contract negotiations is increasing. The football agency market has been very fragmented to date with large numbers of small agencies. While this continues to be true, there has been some consolidation as newly quoted agency businesses and quoted sports related businesses have used their shares and cash to acquire smaller agencies, although this has been partly offset by many new small agencies starting up. Opportunities for consolidation remain where resultant increases in turnover can be achieved without a corresponding increase in costs. A significant factor affecting the market recently was the European Commission's investigation into the transfer system. This increased the difficulty and uncertainty in the transfer market and may have affected smaller agencies in particular. While the new transfer system proposed by the European Commission has yet to be fully tested, Clubs have now returned to the transfer market on a 'business as usual' basis, with Manchester United leading the way with their purchase of Ruud Van Nistleroy for a reported £18 million. This example is now being followed by large and small Clubs at their respective levels. Another important feature of today's market is that national leagues are increasingly cosmopolitan. Players move across borders and continents on an increasingly frequent basis. Clubs are expanding their horizons in searching for new talent and are looking for agents to find Players for them. Premier has positioned itself to operate effectively in this changing market place. It can assist Clubs in finding talent through its enlarged scouting network as well as helping Clubs financially with its innovative funding arrangements described below. In addition, the Group's original business of representing its own Players in transfer and contract negotiations with Clubs is becoming increasingly international in its outlook. The Business of the Group Since its admission to AIM, Premier has moved quickly to strengthen its original business and to develop other related aspects of its agency business with the result that the Group now operates a multi-faceted business with three separate divisions. These comprise Player Management, Player Investment and Club Representation. Player Management The Group now represents over 100 Players on an exclusive basis. This division is under the control of Billy Jennings and comprises Dave Leadbeater, Clive Hart, Sjoerd Postuma and Anthony McFarlane, with assistance as needed from the Group's other two FIFA agents, Barry Gold and Mickey Walsh. When Mickey Walsh joined the Group, he brought with him his excellent contacts in the game as well as the Players he represented. A specialist marketing and promotions manager ensures that Premier's Players obtain advice on kit and promotional deals. In addition, several consultants to Premier are primarily engaged, on a success related basis, in ensuring that Premier has a substantial and viable scouting network, complementing the work of the full time staff. All match and Player reports are now electronically recorded and an extensive database is maintained. In order to ensure high quality services for the Players a number of preferred service providers have been contracted. For example, Premier has entered into an agreement with Benson McGarvey, a major provider of financial services which recently became part of the Kingsbridge group, to provide independent financial advice to Premier's Players. The Benson McGarvey client base currently includes approximately 6,000 individuals with approximately 100 being football players or other sporting personalities featuring names such as Gary McAllister, Steven Gerrard and Dominic Matteo. The Player management division has now achieved critical mass and good quality new Players are joining at the rate of at least one per week. As a result, this division is now well positioned to take advantage of the continuing inflation in player wages and the numerous ancillary opportunities that exist to add value to a Player's basic income. Player Investment Premier has also been keen to obtain a financial involvement in Players whom it does not currently represent. As a result, Premier has developed a new area of potential value for the Group by taking an interest in the future value of Players' transfer fees. This is typically achieved by Premier advancing funds to the Club acquiring the Player's registration, against an agreed percentage of the Player's transfer fee. This investment entitles Premier to receive a similar percentage of the future transfer fee receivable by the Club on a subsequent transfer of that Player. Similar arrangements can also be made even though no change of registration is contemplated at the time. The current value of the Player is assessed and agreed and an investment made based on that value. The benefit to the Club is that a Player can be retained for longer with an expectation of an increased value on a subsequent transfer while Premier will share in that increased value as a result of its investment. Alternatively, Premier can make an advance to a Club, towards the signing on fee and wages paid to a Player during his contract term, in return for an agreed percentage of his future transfer fee. The principle underlying these investments is that Clubs, which in most cases have to sell Players at some time or other in order to both develop future teams and squads and manage their financial resources, can benefit from retaining Players for longer or acquire Players whom they would not otherwise be able to afford. This can also assist in the development of younger Players because they can stay with, and play for, their original Club rather than spending time in the reserve team or on the substitutes bench of a larger Club. In addition, the investment capability that Premier brings to Clubs can help them to raise finance during the majority of the year when transfers will no longer be allowed to take place due to the new rules restricting the transfer market to pre-defined windows of opportunity. When Premier makes such investments as described above, it receives arrangement fees. These revenues are expected to increase as a result of a significant part of the net proceeds of the Issue becoming available to support the Group's activities in this area. Club Representation Premier has also been active in considering how to maximise the potential from its Player Management and Player Investment activities by taking advantage of its extensive scouting network. This has led Premier to develop recently a third area of business, which involves Premier in representing Clubs in all aspects of Player movement to or from a Club. Discussions with several Clubs had indicated that more than an ad hoc arrangement was desirable for the Club and outsourcing this activity to Premier would help. As a result, a form of management contract was developed and the first such contract, covering a three year period, was entered into recently with Vitoria Setubal of Portugal. Under this arrangement, the Club relies on the scouting network maintained by Premier for new Players while Premier receives a percentage fee on all outgoing transfer fees. Vitoria Setubal won promotion to the Premier League in Portugal at the end of the season, thereby enhancing the benefit Premier expects to obtain as a result of this contract. Similar contracts are now under discussion with a number of Clubs in England and Scotland. Should these materialise, the Group will have an involvement with additional Players whom it does not represent and be able to gain a benefit from the value of their future transfer fees. Current Trading and Future Prospects Since the end of the Group's financial year on 30 April 2001, the market has generally been active and trading has been above budget. A number of Players managed by Premier have signed new contracts with their Clubs and the Group has been involved in several transfers at various levels. Further investments in Players have been made and a number of new investments are under review. Premier continues to develop the terms and range of new and existing contracts with Players and Clubs. At present Premier is in discussions with several Clubs about arrangements whereby the Group would be able, but not obliged, to invest alongside the Club in all Players whether or not a change of registration is involved. Premier's scouting network is particularly useful in helping to identify Players in which the Group wishes to invest and the performance related pay of the Group's consultants incentivises them to make appropriate recommendations. New Players continue to join the agency business and the spread from current full international to current youth international Players is encouraging. The number of countries in which Premier is active is increasing and recent trips have been made to Argentina, Brazil, Germany, Holland, Israel, Portugal and Spain. The Group is currently assessing the merits of opening a representative office in Portugal. The Directors believe that all three divisions of the Group's business are well placed to expand and to take advantage of the current interest in football, the increase in the Players' wages and the strength of the transfer market. Background to and Reasons for the Issue In the light of active development of the Group's business and the large number of interesting opportunities that are under consideration, Premier's management believe that it is appropriate to increase significantly the capital resources available to the Group. The Directors, in consultation with their advisers, have evaluated the possible means by which such funds could be raised and have concluded that the Issue provides the best alternative to the Group in the current circumstances. The Issuer It is intended to incorporate Premier Management (Jersey) Limited ('the Issuer') as a wholly owned subsidiary of the Company, to be registered in Jersey, for the sole purpose of the Issue. The Issuer will lend the net proceeds of the Issue to the Company and all payments to be made by the Issuer in respect of the Bonds will be guaranteed by the Company. Use of the Proceeds No underwriting commitment in respect of the Bonds has been sought or received. There can therefore be no assurance that any Bonds will in fact be subscribed for or issued. However, the Company believes that at least Euro5,000,000 principal amount of Bonds will be placed at the Issue Price and the Company intends that closing of the Issue will take place if subscriptions are received for such principal amount or a greater sum. Assuming that placing of all the Bonds is achieved, excluding those subject to the Over-allotment Option, the net proceeds of the Issue are expected to be approximately Euro7,100,000 (equivalent to approximately £4,280,000 assuming an exchange rate of £1:Euro1.66) although if only Euro5,000,000 in principal amount is placed the net proceeds are expected to be approximately Euro4,250,000 (equivalent to approximately £2,560,000 assuming an exchange rate of £1:Euro1.66). The Issuer will lend the net proceeds of the Issue pursuant to the terms of a Loan Agreement to the Company which will apply them in supporting the current activities of the Group. Most of the proceeds will be utilised in making investments in Players, which is expected to result in further short-term fee income and longer term realisation profits. The Group also expects to apply some of the proceeds in bringing in new agents who will increase the number of Players represented by Premier, thereby generating additional income from contracts, transfers and endorsements, and, where appropriate, in acquiring agencies that can add profitably to the Group's turnover without a corresponding increase in overhead. Terms of Issue A summary of the key features of the Bonds and their terms and conditions are as follows. Issue: Up to Euro8,000,000 Guaranteed Floating Rate Convertible Bonds due 2004 Issuer: Premier Management (Jersey) Limited (a company to be incorporated) Bonds convertible into Ordinary Premier Management Holdings plc Shares of: Company: Premier Management holdings plc Listing of Bonds: Official List Listing of Ordinary Shares: AIM Issue Price: 100% of the principal amount of the Bonds Interest: The Bonds will bear interest from and including the Closing Date at a rate expected to be 1.25 per cent. above the rate for three month deposits in euros as determined in accordance with the Agency Agreement and shall be determined on the Pricing Date Conversion Price: The Euro equivalent of an approximately 25-30 per cent. premium to the market price of the ordinary shares to be determined on the Pricing Date Conversion Date: Bondholders may convert their Bonds into Ordinary Shares in the Company after the Interest Payment Date falling in August 2003 Call Option: The Issuer may redeem all (but not some only) of the Bonds on any Interest Payment Date falling in or after August 2002 and up to (and including) August 2003 at their principal amount plus a premium applicable to such Interest Payment Date, together with interest accrued to the date of financial redemption Lock-up Each of the Directors has agreed not to sell any Ordinary Shares in the Company for a period of 180 days from the Closing Date (save pursuant to an offer for the entire issued share capital of the Company) Over-allotment Option: Bracken Partners will be entitled to any time up to 7 September 2001 to require the Issuer to issue up to a further Euro2,000,000 in aggregate principal amount of Binds to cover over-allotments, if any (the 'Over-allotment Option') Number of Ordinary Shares in the 20,000,000 Ordinary Shares Company currently in issue: Number of Ordinary Shares in the 13,769,363 Ordinary Shares, representing Company to be issued if all the Bonds approximately 40.8 per cent. of the are converted (assuming the enlarged issued share capital of the Over-allotment Option is not Company exercised and assuming a Conversion Price equivalent to 35p and an exchange rate of £1: Euro1.66): Number of Ordinary Shares in the 17,211,703 Ordinary Shares, representing Company to be issued if all the Bonds 46.3 per cent. of the enlarged issued are converted (assuming the share capital of the Company Over-allotment Option is not exercised in full and assuming a Conversion Price equivalent to 35p and an exchange rate of £1:Euro1.66): Option to Bracken Partners In consideration inter alia of the provision of general financial advice and services by Bracken Partners to the Company, including in relation to the Issue, on 11 April 2001 the Company agreed to grant Bracken Partners an option to acquire up to 600,000 Ordinary Shares at a price of 20p per share, representing 3% of the Existing Ordinary Share capital of the Company exercisable at any time within three years of its grant. Stuart Lucas and Barry Gold are directors of and are interested in shares in Bracken Partners' parent company, Bracken Partners Group Limited and, as such, are deemed to be interested in this option. Given this interest, neither Stuart Lucas or Barry Gold have taken part in the Board's deliberations which have led to the grant of this option on 13 July 2001. This option is conditional upon the passing of resolution 8 set out in the notice of AGM. Annual General Meeting The Annual General Meeting of the Company is to be held at Lacon House, Theobald's Road, London WC1X 8RW at 11.00am on 6 August 2001 convened for the purpose of considering and, if thought fit, passing resolutions to receive and adopt the report of the Directors and the accounts for the period ended 30 April 2001; to re-appoint all of the Directors; to re-appoint Gerald Edelman as auditors and to authorise the Directors to fix their remuneration; to alter the Articles of Association of the Company to increase the Company's borrowing powers; and to disapply shareholders' statutory pre-emption rights (pursuant to Section 95 of the Act) and to enable the Directors to allot equity securities for cash to satisfy the requirements to allot new Ordinary Shares upon an exercise of the conversion rights attaching to the Bonds or in connection with rights or other pre-emptive issues, to Bracken Partners upon an exercise of its rights under the option referred to above and otherwise to allot up to a maximum nominal amount of £66,000 (representing approximately 15 per cent of the fully diluted enlarged issued ordinary share capital following the Issue). Admission of the Bonds to the Official List Application will be made for the Bonds to be admitted to the Official List and to trading on the London Stock Exchange's market for listed securities. It is expected that Admission will take effect and dealings will commence on or around 9 August 2001 conditional upon the passing of the Resolutions at the AGM. Share Option Scheme Under the terms of the Share Option Scheme options granted may be subject to adjustment as a result of the Issue. The Board will make such adjustment, subject to the concurrence of the Company's auditors as it considers fair and reasonable in the circumstances. Recommendation The Board, which has been so advised by Brewin Dolphin, considers that the Issue is in the best interests of the Company and its shareholders as a whole and unanimously recommends its shareholders to vote in favour of the resolutions to be proposed at the AGM as they have irrevocably undertaken to do, in respect of their own beneficial holdings of 10,130,000 Ordinary Shares representing 50.65 per cent. of the issued Ordinary Share capital of the Company. Your Board, other than Barry Gold and Stuart Lucas, which has been so advised by Brewin Dolphin considers that the terms of the option conditionally granted to Bracken Partners on 13 July 2001 are fair and reasonable so far as the shareholders as a whole are concerned. In giving financial advice to the Board, Brewin Dolphin have taken account of the Board's commercial assessment of the Issue and the terms of the option conditionally granted to Bracken Partners. Further Enquiries: Barry Gold (Premier Management Holdings plc) : 020 7456 0490 Vincent Thompson (Bracken Partners Limited): 020 7456 9880 Richard Evans (Brewin Dolphin Securities Limited) : 0161 214 5553 The contents of this announcement, which have been prepared by and are the sole responsibility of Premier Management Holdings plc , have been approved by Brewin Dolphin Securities Limited (which is regulated by The Securities and Futures Authority Limited) solely for the purposes of section 57 of the Financial Services Act 1986. Any investment in the Bonds must be based on the listing particulars to be published in due course. This document is being distributed only to persons of a kind described in Article 11(3) of the Financial Services Act 1986 (Investment Advertisements) (Exemptions) Order 1996 or to whom it would otherwise be lawful to distribute it. This document must not be distributed, published, reproduced or disclosed (in whole or part) by recipients to any other person. Bracken Partners Limited is acting for Premier Management Holdings plc in connection with the Issue and no-one else and will not be responsible to anyone other than Premier Management Holdings plc for providing the protections offered to customers of Bracken Partners Limited nor for providing advice in relation to the Issue. Brewin Dolphin Securities Limited is acting for Premier Management Holdings plc in connection with the Issue and no-one else and will not be responsible to anyone other than Premier Management Holdings plc for providing the protections offered to customers of Brewin Dolphin Securities Limited nor for providing advice in relation to the Issue.
UK 100

Latest directors dealings