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Tuesday 13 February, 2007

Leicester City FC

Share Subscription

Leicester City Football Club PLC
13 February 2007


Leicester City Football Club PLC (LCFC)

13 February 2007





UK Football Investments, LLC (the Investor)

13 February 2007







NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART, IN, INTO OR
FROM THE UNITED STATES, CANADA, AUSTRALIA OR JAPAN OR ANY OTHER JURISDICTION
WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH
JURISDICTION







                                    Proposed



Subscription by UK Football Investments, LLC for 19,138,432 'A' Ordinary Shares
           at £0.470258 per share in Leicester City Football Club Plc



             Put and call option in favour of Ordinary Shareholders



      Waiver of mandatory offer requirements under Rule 9 of the City Code



                    Adoption of new Articles of Association



                                      and



                  Re-registration as a private limited company









Summary and Highlights





The Board of LCFC and the Investor are pleased to announce the proposed
subscription by the Investor for 19,138,432 'A' Ordinary Shares in LCFC at
£0.470258 per share, Put and Call Options in favour of existing LCFC Ordinary
Shareholders, a waiver of mandatory offer requirements under the City Code, the
adoption of New Articles and the re-registration of LCFC as a private limited
company. The Proposals are conditional upon LCFC Shareholders passing the
Resolutions to be considered at an EGM of LCFC to be held on 9 March 2007.



The Investor was formed on 15 February 2002, under a different name, as a
limited liability company under the Delaware Limited Liability Company Act with
a registered address in care of Corporation Service Company, 2711 Centerville
Road, Suite 400, Wilmington, Delaware 19808. Since formation and until
completion of the Proposals, it will not have conducted any business or held any
assets.  The sole Member (owner) of the Investor is Gregg Hawker, Steven N.
Frank and Milan Mandaric, in their representative capacity as Trustees of the
Milan Mandaric Revocable Trust dated June 24, 1999, as amended.  The Investor is
managed by the Member.



The Subscription



If the Proposals are approved, the Investor has agreed to invest approximately
£9 million by way of the Subscription.  Under the terms of the Subscription
Agreement, it will pay the sum of £4,500,000.38, representing fifty per cent. of
the Subscription Price, to LCFC on Completion.  The balance of the Subscription
Price will be paid in full on or before 31 May 2008.  Milan Mandaric has agreed
to provide a Company Guarantee in respect of the balance of the Subscription
Price.  The net proceeds from the Subscription will be utilised by LCFC
principally for the purpose of improving the playing squad and meeting the
working capital requirements of LCFC.



Assuming all the Subscription Shares are issued, the Investor will hold slightly
in excess of 75 per cent. of the Enlarged Share Capital of LCFC.  This will
enable it to pass any ordinary or special resolution of LCFC that it wishes, as
well as control the Board.

The Put and Call Options

Under the New Articles, the Ordinary Shareholders of LCFC will grant the
Investor an option to purchase all or some of their shares at a price of £0.10
per Ordinary Share (plus any additional consideration that may be payable if
certain conditions are met).  The Call Option will be exercisable on any number
of occasions as the Investor wishes and at any time before 15 August 2010. The
additional consideration for the Ordinary Shares will be calculated and payable
as follows:

(a)            if the Club is promoted to the Premier League at the end of any
of the 2007/2008 Season, the 2008/2009 Season or the 2009/2010 Season for the
next following Season (the 'First Premiership Season'), then the Investor will
pay an additional £0.40 per Ordinary Share to the Ordinary Shareholders on 15
August in the year that the Club is promoted to the Premier League;

(b)            if the Club is promoted to the Premier League  at the end of any
of the 2007/2008 Season, the 2008/2009 Season or the 2009/2010 Season for the
next following Season (the 'First Premiership Season') and the Club remains in
the Premier League for the Season immediately following the First Premiership
Season (the 'Second Premiership Season'), then the Investor will pay (in
addition to the amount specified in paragraph (a) above) an additional £0.50 per
Ordinary Share to the Ordinary Shareholders on 15 August in the year that the
Club commences its Second Premiership Season.

If neither of the conditions set out in paragraphs (a) and (b) above are met
then the Ordinary Shareholders will receive £0.10 per Ordinary Share at the time
of the exercise of the Call Option by the Investor.





If the Club has not been promoted to the Premier League at the end of any of the
2007/2008 Season, the 2008/2009 Season or the 2009/2010 Season and the Investor
has not given notice to exercise its Call Option by 15 August 2010 in respect of
all of the Existing Ordinary Shares and there has not been a Qualifying Offer,
the Ordinary Shareholders shall be deemed to have given notice to the Investor
to exercise an option to put all the Ordinary Shares on to the Investor at a
price of £0.10 per Ordinary Share.

If the Club is promoted to the Premier League, at the end of  any of the 2007/
2008 Season, the 2008/2009 Season or the 2009/2010 Season and the Investor has
not given notice to exercise its Call Option by 15 August in the year that the
Club achieves promotion to the Premier League in respect of all the Existing
Ordinary Shares and there has not been a Qualifying Offer, the Ordinary
Shareholders shall be deemed to have given notice to the Investor to exercise an
option to put all of their remaining Ordinary Shares on to the Investor at a
price of £0.50 per Ordinary Share.  In such event, and if the Club remains in
the Premier League for the Season immediately following the First Premiership
Season, Ordinary Shareholders would also be entitled to receive an additional
£0.50 per Ordinary Share on 15 August in the year that the Club commences its
second Season in the Premier League.

These arrangements therefore provide Ordinary Shareholders with a return or
partial return of their investment by 29 August 2010.  Ordinary Shareholders
will receive a minimum of £0.10 per Ordinary Share unless the Club has attained
a place in the Premier League at the end of the 2007/2008 Season, the 2008/2009
Season or the 2009/2010 Season.  As provided for above, further consideration
will also be payable if the Club remains in the Premier League for the following
Season.  The Ordinary Shareholders will not otherwise participate in any future
gains or losses on their shares.

As security for the performance of the Investor's obligations under the Call
Option and the Put Option, Milan Mandaric has agreed to provide an Ordinary
Shareholder Guarantee.  This guarantee is by Milan Mandaric and not a UK bank
and therefore in the event of any default, Ordinary Shareholders' principal
remedy would be to take proceedings against Milan Mandaric to recover any sums
due under the Ordinary Shareholder Guarantee.



The Takeover Code

Under Rule 9 of the Takeover Code, any person who acquires an interest (as
defined in the Takeover Code) in shares which, taken together with shares in
which he is already interested and in which persons acting in concert with him
are interested, carry 30 per cent. or more of the voting rights of a company
which is subject to the Takeover Code, that person is normally required to make
a general offer to all remaining shareholders to acquire their shares.

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

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

The members of the Concert Party are deemed to be acting in concert for the
purpose of the Takeover Code.  Immediately following the Subscription, the
members of the Concert Party will hold shares representing slightly in excess of
75 per cent. of the voting rights of the Enlarged Share Capital, all of which
would be held by the Investor.

The Panel has agreed, subject to the passing of Resolution 1 at the EGM on a
poll by independent holders of Existing Ordinary Shares, to waive the obligation
on the members of the Concert Party to make a general offer to Shareholders
under Rule 9 of the Takeover Code that would otherwise arise as a result of the
implementation of the Proposals.  To be passed, a simple majority of the votes
must be cast in favour of Resolution 1 at the EGM.

Following completion of the Proposals, the Investor will hold more than 50 per
cent. of the Company's voting share capital and therefore for so long as it
continues to hold more than 50 per cent. of the Company's voting share capital,
the Investor, and also members of its concert party, may accordingly be able to
increase its aggregate interests in shares without incurring any obligation
under Rule 9 to make a general offer, although the Trust and the Member will not
individually be able to acquire shares in the Company which would individually
take them through a Rule 9 threshold without Panel consent.  The Investor has
agreed to regulate this situation through the structure of the Put and Call
Options.   Furthermore, there is no agreement, arrangement or undertaking
between the members of the Concert Party pursuant to which any of the
Subscription Shares or the Existing Ordinary Shares will be transferred by the
Investor to either the Member or the Trust.

Re-registration

At the EGM, a resolution will be proposed to re-register the Company as a
private limited company to take advantage of the greater flexibility and lower
level of regulation applicable to private companies which is appropriate where a
single shareholder controls 75 per cent. of the voting capital of a company.
The Re-registration process requires certain consequential changes to be made to
the memorandum of association of the Company and accordingly a further
resolution will be proposed at the EGM to approve such changes.

The Takeover Code will continue to apply to the Company if it is re-registered
as a private limited company until the date which is ten years from 22 January
2003 being the date on which the Company issued a prospectus offering 4,750,000
£1 ordinary shares at £1 per share to Shareholders.





Financial effects of the Proposals



Upon the Proposals becoming effective Ordinary Shareholders will be entitled to
receive a minimum of £0.10 per £1 Ordinary Share under either the Call Option or
the Put Option, such funds to be received by 29 August 2010.

The Subscription provides that the Company will receive approximately £9
million. Each Subscription Share will have a nominal value of £0.01 each but in
all other material respects as regards entitlement to voting, dividend and
participation in the capital of the Company will be equivalent to an Existing
Ordinary Share.



Recommendation



The Directors believe that the Proposals, and in particular the proposed
Subscription and the securing of the waiver from the obligation on the Concert
Party to make a general offer to shareholders under Rule 9 of the Takeover Code,
are in the best interests of the Company and its shareholders as a whole.  In
providing advice to the Directors, Vantis has taken into account the commercial
assessment of the Directors.  Vantis' advice to the Board is set out in Part III
of the document that will be sent to Shareholders.  Accordingly, the Directors
unanimously recommend that Shareholders vote in favour of the Resolutions as
they themselves have undertaken to do in respect of their own beneficial
holdings which amount, in aggregate, to 6,024,476 Ordinary Shares, representing
approximately 94.44 per cent. of the Existing Ordinary Shares.



In addition, LCFC has received irrevocable undertakings to vote in favour of the
Resolutions as follows:


Name                                                                Number of Existing        % of issued Existing
                                                                       Ordinary Shares     Ordinary Shares Capital
Charles Street Buildings (Leicester) Ltd                                       100,000                        1.57
Karen and Peter Swann                                                          100,000                        1.57
J M McCahill Ltd                                                                50,000                        0.78
C J Upton & Sons Ltd                                                            20,000                        0.31
Timothy Bevan Davies                                                           100,000                        1.57
Pukka Pies Limited                                                             500,000                        7.84
Roger William Paltney                                                           85,000                        1.33
Anthony James Carpendale Wheeler                                               100,000                        1.57
Martin Francis George                                                           50,000                        0.78
Alison Jenny Nettleton                                                          25,000                        0.39
Kerby & West                                                                   250,000                        3.92
Clive Richard Sharpe                                                           100,000                        1.57
Peter John Lennon                                                               35,000                        0.55
Brian Raymond Maddison                                                         110,000                        1.72
Kenneth Raymond Brigstock                                                       25,000                        0.39
James Columba McCahill                                                         200,000                        3.14
Thomas Ellison Bloor                                                            25,000                        0.39
Anthony Wayne Lander                                                            25,000                        0.39
Walker McRobie                                                                  50,000                        0.78
Stephen John Spencer Lee                                                       200,000                        3.14
Teresa Ann Lander                                                               25,000                        0.39
Peter William Freer                                                             50,000                        0.78
Robert Comrie Burns Craig                                                      100,000                        1.57
Vanda Alicia Craig                                                              25,000                        0.39
Martin John Page                                                                60,000                        0.94
Alan James Upton                                                               100,000                        1.57
Nicholas Charles Wilkinson                                                     100,000                        1.57
A M Widdowson & Son Ltd                                                        250,000                        3.92
Peter Eugene Hockenhull                                                        125,000                        1.96
David Wilson                                                                   150,000                        2.35
Michael John Edwards                                                           250,000                        3.92
Donald Kendall                                                                 100,000                        1.57
Roger Thomas Page                                                               60,000                        0.94
Hammond Grange Ltd                                                             500,000                        7.84
Leicester City Supporters Society Ltd                                          151,000                        2.37
The Executors of Trevor Bennett                                                350,000                        5.49
Jonathan Ray Holmes                                                            100,000                        1.57
David Peter John Ross                                                          165,476                        2.59
H W Coates Ltd                                                                 300,000                        4.70
Emile Williams Heskey                                                           50,000                        0.78
Gary Lineker                                                                   100,000                        1.57
Andrew Taylor                                                                  250,000                        3.92
Gregory Alison Clarke                                                          413,000                        6.47
Dominic Shorthouse                                                             100,000                        1.57
                                                                             6,024,476                       94.44





In addition, the Company has received an irrevocable undertaking from T-C Sports
Co,Inc to vote in favour of the Resolutions at the EGM in respect of the one
Redeemable Share held by it.

Accordingly, irrevocable undertakings to vote in favour of the Resolutions have
been received from Shareholders with an interest in shares, representing in
aggregate 94.44 per cent. of the existing issued share capital of the Company.









Commenting on the Proposals, Milan Mandaric said:





'We are all aware of the difficulties faced by the Club at this moment and in
particular its precarious position in the Championship.  Consequently, the Club
is facing a pivotal time over the coming months.

The Foxes have a long and proud history and I believe under new ownership and
direction it will be possible to build the Club back up and restore it to its
rightful position playing amongst the top flight of clubs in the UK and Europe
as it did in 2004 and before.  I believe this will reward the fans for their
loyalty and support during recent difficult times.

My involvement and success at Portsmouth has been well publicised and I remain
proud of my achievements there. In making the proposed investment, my aim is to
draw upon my experience and skills to replicate that success with Leicester
City'



Jim McCahill, Chairman of LCFC, said:





'In 2003 the Club regained its status as a Premier League team but unfortunately
was relegated to the Championship the following season where it has remained.
Over the past several years the Club has invested in its infrastructure as
evidenced by a stadium of Premier League standard and extensive training,
medical and youth academy facilities.

The Board has considered the position of the Company and has concluded that a
significant injection of funds is required to take it forward and secure its
future with the express aim of a swift return to the Premier League.

The Board has for some time been actively exploring opportunities to attract
investment into the Club.  The Board has investigated rights issues, met with
potential new investors and explored the benefits of a major investor.  Through
the proposals that Milan Mandaric has submitted, the Investor will inject a
minimum of £9 million over an initial 15 month period; a significant investment
and one that should be considered against the background of the £2.2m raised
from new investors and rights issues in the near 4 years since the Club emerged
from administration and the absence of any other concrete proposals to take the
Club forward. The Board considers that because there are no other reasonably
practicable proposals available to the Club, and recognising that many Ordinary
Shareholders are likely to have subscribed for Ordinary Shares to support the
Club rather than investing for or in the expectation of financial gain, the
Proposals are in the interests of both the Club and Shareholders.

Shareholders will be aware that three directors, James Johnson, Andrew Taylor
and Greg Clarke, have recently resigned from the Board because they felt unable
to recommend the Proposals.  However, they wish the Club well and have no
intention of acting contrary to the best interests of the Club.  The Board again
wishes to place on record its appreciation of the enormous contribution made to
the Club by James, Andrew and Greg both as loyal and passionate supporters and
also during their time as directors.

The Board believes that, with Milan Mandaric's backing, Leicester City Football
Club will again be able to challenge for promotion to the Premier League.'

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





Appendix 1 sets out summaries of further terms in relation to the Proposals.
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 Proposals. Certain terms used in this announcement
are defined in Appendix 4 to this announcement.





Enquiries:





For LCFC and the Investor:



Rachel Civey   07962 652036



Jon Dale       07739 852791





Vantis, which is authorised and regulated in the United Kingdom by the Financial
Services Authority, is acting for LCFC in connection with the Proposals and no
one else and will not be responsible to anyone other than LCFC for providing the
protections afforded to clients of Vantis nor for providing advice in relation
to the Proposals or any 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 Proposals or otherwise. The
Proposals will be made solely through the document and the notice of
Extraordinary General Meeting, which will together contain the full terms and
conditions of the Proposals, including details of how to vote in favour of the
Resolutions. Any response to the Proposals should be made only on the basis of
the information contained in the document and notice of Extraordinary General
Meeting.





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. In particular, the Offer is not being made, directly or
indirectly, in the United States, Canada, Australia or Japan. 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 the
Investor and LCFC. 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. The Investor and LCFC 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 the Investor or LCFC, all 'dealings' in any
'relevant securities' of those companies (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 Business
Day following the date of the relevant transaction. This requirement will
continue until the date on which the Proposals become, or are declared,
unconditional, lapse or are otherwise withdrawn. 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 the Investor or of LCFC,
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 the Investor or of LCFC by the Investor or LCFC, 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, you should consult the Panel.









NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART, IN, INTO OR
FROM THE UNITED STATES, CANADA, AUSTRALIA OR JAPAN OR ANY OTHER JURISDICTION
WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH
JURISDICTION





13 February 2007



                             Proposed



Subscription by UK Football Investments, LLC for 19,138,432 'A' Ordinary Shares
                             at £0.470258 per share



             Put and call option in favour of Ordinary Shareholders



      Waiver of mandatory offer requirements under Rule 9 of the City Code



                    Adoption of new Articles of Association



                                      and



                  Re-registration as a private limited company









1. Introduction



The Board of LCFC and the Investor are pleased to announce the proposed
subscription by the Investor for 19,138,432 'A' Ordinary Shares in LCFC at
£0.470258 per share, Put and Call Options in favour of existing LCFC Ordinary
Shareholders, a waiver of mandatory offer requirements under the City Code, the
adoption of New Articles and the re-registration of LCFC as a private limited
company. The Proposals are conditional upon LCFC Shareholders passing the
Resolutions to be considered at an EGM of LCFC to be held on 9 March 2007.







2. Summary of the Proposals





The Proposals, which are conditional upon Shareholders passing the Resolutions
at the EGM convened for 10.00 a.m. on 9 March 2007, and 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 circular to LCFC Shareholders,
are as follows:



a)                The Investor has agreed to invest approximately £9 million by
way of the Subscription.  Under the terms of the Subscription Agreement, the
Investor will pay the sum of £4,500,000.38, representing fifty per cent. of the
Subscription Price, to the Company on Completion.  The balance of the
Subscription Price will be paid in full on or before 31 May 2008.  Milan
Mandaric has agreed to provide the Company Guarantee in respect of the balance
of the Subscription Price.  The net proceeds from the Subscription will be
utilised by the Company principally for the purpose of improving the playing
squad and meeting the working capital requirements of LCFC.

The Company is proposing to allot, by way of the Subscription, the Subscription
Shares to the Investor.  The Subscription Shares will have certain rights in
addition to the rights currently enjoyed by the holders of the Existing Ordinary
Shares.  In addition to the Put and Call Option described in the next section
below, the holders of the Subscription Shares will have the right to appoint (by
notice in writing) as many directors of the Company as it wishes and the right
to 'drag-along' the holders of the Existing Ordinary Shares on a Qualifying
Offer.

b)    Under the New Articles, the Ordinary Shareholders will grant the Investor
an option to purchase all or some of their shares at a price of £0.10 per
Ordinary Share (plus any additional consideration that may be payable if certain
conditions are met).  The Call Option will be exercisable on any number of
occasions as the Investor wishes and at any time before 15 August 2010.  The
additional consideration for the Ordinary Shares will be calculated and payable
as follows:

                                                  i.      if the Club is
promoted to the Premier League at the end of any of the 2007/2008 Season, the
2008/2009 Season or the 2009/2010 Season for the next following Season (the '
First Premiership Season'), then the Investor will pay an additional £0.40 per
Ordinary Share to the Ordinary Shareholders on 15 August in the year that the
Club is promoted to the Premier League;

                                                ii.    if the Club is promoted
to the Premier League  at the end of any of the 2007/2008 Season, the 2008/2009
Season or the 2009/2010 Season for the next following Season (the 'First
Premiership Season') and the Club remains in the Premier League for the Season
immediately following the First Premiership Season (the 'Second Premiership
Season'), then the Investor will pay (in addition to the amount specified in
paragraph (a) above) an additional £0.50 per Ordinary Share to the Ordinary
Shareholders on 15 August in the year that the Club commences its Second
Premiership Season.

If neither of the conditions set out in paragraphs (i) and (ii) above are met
then the Ordinary Shareholders will receive £0.10 per Ordinary Share at the time
of the exercise of the Call Option by the Investor.

If the Club has not been promoted to the Premier League at the end of any of the
2007/2008 Season, the 2008/2009 Season or the 2009/2010 Season and the Investor
has not given notice to exercise its Call Option by 15 August 2010 in respect of
all of the Existing Ordinary Shares and there has not been a Qualifying Offer,
the Ordinary Shareholders shall be deemed to have given notice to the Investor
to exercise an option to put all the Ordinary Shares on to the Investor at a
price of £0.10 per Ordinary Share.

If the Club is promoted to the Premier League, at the end of  any of the 2007/
2008 Season, the 2008/2009 Season or the 2009/2010 Season and the Investor has
not given notice to exercise its Call Option by 15 August in the year that the
Club achieves promotion to the Premier League in respect of all the Existing
Ordinary Shares and there has not been a Qualifying Offer, the Ordinary
Shareholders shall be deemed to have given notice to the Investor to exercise an
option to put all of their remaining Ordinary Shares on to the Investor at a
price of £0.50 per Ordinary Share.  In such event, and if the Club remains in
the Premier League for the Season immediately following the First Premiership
Season, Ordinary Shareholders would also be entitled to receive an additional
£0.50 per Ordinary Share on 15 August in the year that the Club commences its
second Season in the Premier League.

These arrangements therefore provide Ordinary Shareholders with a return or
partial return of their investment by 29 August 2010.  Ordinary Shareholders
will receive a minimum of £0.10 per Ordinary Share unless the Club has attained
a place in the Premier League at the end of the 2007/2008 Season, the 2008/2009
Season or the 2009/2010 Season.  As provided for above, further consideration
will also be payable if the Club remains in the Premier League for the following
Season.  The Ordinary Shareholders will not otherwise participate in any future
gains or losses on their shares.



c)  The members of the Concert Party are deemed to be acting in concert for the
purpose of the Takeover Code. Immediately following the Subscription, the
members of the Concert Party will hold shares representing slightly in excess of
75 per cent. of the voting rights of the Enlarged Share Capital, all of which
would be held by the Investor.

The Panel has agreed, subject to the passing of Resolution 1 at the EGM on a
poll by independent holders of Existing Ordinary Shares, to waive the obligation
on the members of the Concert Party to make a general offer to Shareholders
under Rule 9 of the Takeover Code that would otherwise arise as a result of the
implementation of the Proposals.  To be passed, a simple majority of the votes
must be cast in favour of Resolution 1 at the EGM.

Following completion of the Proposals, the Investor will hold more than 50 per
cent. of the Company's voting share capital and therefore for so long as it
continues to hold more than 50 per cent. of the Company's voting share capital,
the Investor, and also members of its concert party, may accordingly be able to
increase its aggregate interests in shares without incurring any obligation
under Rule 9 to make a general offer, although the Trust and the Member will not
individually be able to acquire shares in the Company which would individually
take them through a Rule 9 threshold without Panel consent.  The Investor has
agreed to regulate this situation through the structure of the Put and Call
Options.   Furthermore, there is no agreement, arrangement or undertaking
between the members of the Concert Party pursuant to which any of the
Subscription Shares or the Existing Ordinary Shares will be transferred by the
Investor to either the Member or the Trust.



 d)   As part of the Proposals, Shareholders are being asked to approve the
adoption of the New Articles which will, inter alia, set out the terms of the
Call Option and the Put Option which will provide Ordinary Shareholders with a
return or partial return of their investment within approximately four years
from Completion.

A summary of the proposed amendments contained in the New Articles is set out in
the circular to LCFC Shareholders.



e)  At the EGM, a resolution will be proposed to re-register the Company as a
private limited company to take advantage of the greater flexibility and lower
level of regulation applicable to private companies which is appropriate where a
single shareholder controls 75 per cent. of the voting capital of a company.
The Re-registration process requires certain consequential changes to be made to
the memorandum of association of the Company and accordingly a further
resolution will be proposed at the EGM to approve such changes.

The Takeover Code will continue to apply to the Company if it is re-registered
as a private limited company until the date which is ten years from 22 January
2003 being the date on which the Company issued a prospectus offering 4,750,000
£1 ordinary shares at £1 per share to Shareholders

Upon the Proposals becoming effective Ordinary Shareholders will be entitled to
receive a minimum of £0.10 per £1 Ordinary Share under either the Call Option or
the Put Option, such funds to be received by 29 August 2010.

The Subscription provides that the Company will receive approximately £9
million. Each Subscription Share will have a nominal value of £0.01 each but in
all other material respects as regards entitlement to voting, dividend and
participation in the capital of the Company will be equivalent to an Existing
Ordinary Share.

Net assets per Ordinary Share at 30 November 2006 based on the unaudited results
for the six months to that date, which are not an indicative valuation of the
Ordinary Shares, prior to the Subscription are approximately 24 pence.  Net
assets per share following the Subscription, after aggregating Ordinary and
Subscription Shares, will be approximately 41.3 pence.

3. Irrevocable undertakings





LCFC has received irrevocable undertakings to vote in favour of the Resolutions
in respect of a total of 6,024,477 LCFC shares representing, in aggregate, 94.44
per cent. of the existing issued share capital of LCFC, comprised as follows:





(a) from each of the LCFC Directors (and certain members of their immediate
families) in respect of their entire beneficial holdings which amount, in
aggregate, to 425,000 Ordinary Shares representing approximately 6.7 per cent.
of the existing issued share capital of LCFC; and





(b) from the following Ordinary Shareholders:
Name                                                                Number of Existing        % of issued Existing
                                                                       Ordinary Shares     Ordinary Shares Capital
Charles Street Buildings (Leicester) Ltd                                       100,000                        1.57
Karen and Peter Swann                                                          100,000                        1.57
J M McCahill Ltd                                                                50,000                        0.78
C J Upton & Sons Ltd                                                            20,000                        0.31
Pukka Pies Limited                                                             500,000                        7.84
Roger William Paltney                                                           85,000                        1.33
Martin Francis George                                                           50,000                        0.78
Alison Jenny Nettleton                                                          25,000                        0.39
Kerby & West                                                                   250,000                        3.92
Clive Richard Sharpe                                                           100,000                        1.57
Peter John Lennon                                                               35,000                        0.55
Brian Raymond Maddison                                                         110,000                        1.72
Kenneth Raymond Brigstock                                                       25,000                        0.39
Thomas Ellison Bloor                                                            25,000                        0.39
Walker McRobie                                                                  50,000                        0.78
Stephen John Spencer Lee                                                       200,000                        3.14
Teresa Ann Lander                                                               25,000                        0.39
Peter William Freer                                                             50,000                        0.78
Robert Comrie Burns Craig                                                      100,000                        1.57
Vanda Alicia Craig                                                              25,000                        0.39
Martin John Page                                                                60,000                        0.94
Alan James Upton                                                               100,000                        1.57
Nicholas Charles Wilkinson                                                     100,000                        1.57
A M Widdowson & Son Ltd                                                        250,000                        3.92
Peter Eugene Hockenhull                                                        125,000                        1.96
David Wilson                                                                   150,000                        2.35
Michael John Edwards                                                           250,000                        3.92
Donald Kendall                                                                 100,000                        1.57
Roger Thomas Page                                                               60,000                        0.94
Hammond Grange Ltd                                                             500,000                        7.84
Leicester City Supporters Society Ltd                                          151,000                        2.37
The Executors of Trevor Bennett                                                350,000                        5.49
Jonathan Ray Holmes                                                            100,000                        1.57
David Peter John Ross                                                          165,476                        2.59
H W Coates Ltd                                                                 300,000                        4.70
Emile Williams Heskey                                                           50,000                        0.78
Gary Lineker                                                                   100,000                        1.57
Andrew Taylor                                                                  250,000                        3.92
Gregory Alison Clarke                                                          413,000                        6.47
Dominic Shorthouse                                                             100,000                        1.57
                                                                             5,599,476                       87.77







(c) In addition, the Company has received an irrevocable undertaking from T-C
Sports Co,Inc to vote in favour of the Resolutions at the EGM in respect of the
one Redeemable Share held by it.

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





4. Background to and reasons for the Proposals





In 2003 the Club regained its status as a Premier League team but unfortunately
was relegated to the Championship the following season where it has remained.
Over the past several years the Club has invested in its infrastructure as
evidenced by a stadium of Premier League standard and extensive training,
medical and youth academy facilities.

The Board has considered the position of the Company and has concluded that a
significant injection of funds is required to take it forward and secure its
future with the express aim of a swift return to the Premier League.

The Board has for some time been actively exploring opportunities to attract
investment into the Club.  The Board has investigated rights issues, met with
potential new investors and explored the benefits of a major investor.  Through
the proposals that Milan Mandaric has submitted, the Investor will inject a
minimum of £9 million over an initial 15 month period; a significant investment
and one that should be considered against the background of the £2.2m raised
from new investors and rights issues in the near 4 years since the Club emerged
from administration and the absence of any other concrete proposals to take the
Club forward.  The Board considers that because there are no other reasonably
practicable proposals available to the Club, and recognising that many Ordinary
Shareholders are likely to have subscribed for Ordinary Shares to support the
Club rather than investing for or in the expectation of financial gain, the
Proposals are in the interests of both the Club and Shareholders.

Shareholders will be aware that three directors, James Johnson, Andrew Taylor
and Greg Clarke, have recently resigned from the Board because they felt unable
to recommend the Proposals.  However, they wish the Club well and have no
intention of acting contrary to the best interests of the Club.  The Board again
wishes to place on record its appreciation of the enormous contribution made to
the Club by James, Andrew and Greg both as loyal and passionate supporters and
also during their time as directors.

The Board believes that, with Milan Mandaric's backing, Leicester City Football
Club will again be able to challenge for promotion to the Premier League.



5. Recommendation



The Directors believe that the Proposals, and in particular the proposed
Subscription and the securing of the waiver from the obligation on the Concert
Party to make a general offer to shareholders under Rule 9 of the Takeover Code,
are in the best interests of the Company and its shareholders as a whole.  In
providing advice to the Directors, Vantis has taken into account the commercial
assessment of the Directors.  Vantis' advice to the Board is set out in the
document that will be sent to Shareholders.  Accordingly, the Directors
unanimously recommend that Shareholders vote in favour of the Resolutions as
they themselves have undertaken to do in respect of their own beneficial
holdings which amount, in aggregate, to 425,000 Ordinary Shares, representing
approximately 6.7 per cent. of the Existing Ordinary Shares.



6. Information on the Investor



UK Football Investments, LLC was formed on 15 February 2002, under a different
name, as a limited liability company under the Delaware Limited Liability
Company Act with a registered address in care of Corporation Service Company,
2711 Centerville Road, Suite 400, Wilmington, Delaware 19808.  The file number
of the Investor is 3492527.  The Investor recently changed its name to UK
Football Investments, LLC.  Since formation and until completion of the
Proposals, the Investor will not have conducted any business or held any assets.
  The sole Member (owner) of the Investor is Gregg Hawker, Steven N. Frank and
Milan Mandaric, in their representative capacity as Trustees of the Milan
Mandaric Revocable Trust dated June 24, 1999, as amended.  The Investor is
managed by the Member.

Gregg Hawker has been practising as a Certified Public Accountant in the USA for
the last 32 years, 3 years of which were at Grant Thornton, Chicago and 5 years
of which were at Grant Thornton, San Jose and thereafter as sole proprietor of
his own practice in California specialising in tax and financial consultation
for small business. Gregg has a degree in accounting from the University of
Illinois.

Steve Frank graduated from the St Louis University School of Law in 1973 and has
since practised as a lawyer in both private practice and for large companies. He
was a partner at Peper, Martin, Jensen, Maichel & Hetlage between 1988 and 1992
and was then appointed Associate General Counsel, Vice President and Corporate
Secretary at McDonnell Douglas Corporation until 1997 followed by a brief spell
at Boeing after its acquisition of the company in 1997. He subsequently joined
Plancorp Inc. where he is currently a partner, board member and Executive
Vice-President where he provides advice on business planning, corporate finance,
estate planning, mergers and acquisitions and general financial management. In
addition, Steve has been active in the footballing world throughout his life
including being a member of the United States football team in World Cup
qualifying matches in the 1970s.

Milan Mandaric was born in the Serbian city of Novi Sad, Vojvodina. By the age
of 26 Mandaric had turned his father's machine shop into one of the largest
businesses in the country, mass producing spare car parts. In 1969 Milan moved
to the United States where he became a partner in a firm that manufactured
computer components in California before starting his computer component
company, Lika Corporation, in 1971 which was later sold to Tandy corporation. He
then founded Sanmina, a backpanel-assembly manufacturing company where he
remained until 1994 when he resigned to become chairman of Elexsys (formerly
Diceon Electronics) an electronics component company.  In 1997 he merged Elexsys
with Sanmina.  Milan has also been involved in various investment companies
including Behrman Capital and Serbian businesses such as Razvojna Banka. Milan's
love of football led him to the set up F.C. Lika and San Jose Earthquakes in the
United States. In 1998 Milan took over Portsmouth football club and in 3 years
had transformed the club from perennial strugglers in the second tier of English
football into an established Premier League club.

The funds payable by the Investor in connection with the Subscription will be
funded from the resources of the Trust.



7. Information relating to LCFC



The Company was formed on 18 November 2002 and on 22 January 2003 issued a
prospectus offering 4,750,000 Ordinary Shares at £1 per share to Shareholders
for the purpose of the Company acquiring the assets and goodwill of the Club
from the administrators of the companies then operating the Club and to enter
into a lease of the Stadium.   This offer for subscription was subscribed as to
4,200,000 shares and there have been subsequent issues of Ordinary Shares at £1
per share taking the issued ordinary share capital to 6,379,476 Ordinary Shares.
  In addition one Redeemable Share has been issued to T-C Sports who lease the
Stadium to the Company.

The Company has operated the Stadium and the training ground since February
2003. The activities of the Company include football, restaurant, conference and
banqueting facilities, events, its football academy and community projects.







8. Current trading and prospects



The unaudited results of the Company for the six months ended 30 November 2006
show a loss before tax for the period of £3.6 million (6 months ended 30
November 2005:-loss £120,000;year ended 31 May 2006: profit-£1.6 million).



The Board believes that the Company requires a significant injection of funds if
it is to improve its Championship position and have a prospect of challenging
for promotion to the Premier League.

In addition, the net assets of the Company are now less than half the amount of
its called up share capital.  In such circumstances, the Directors are obliged
by Section 142 of the Act to convene an extraordinary general meeting for the
purpose of considering whether, and if so what, steps should be taken to deal
with the situation.  If they are approved by Shareholders, the Proposals will
address this situation.



9. Management and employees



All Directors have agreed to step down immediately upon Completion save for
Malcolm Stewart-Smith, who will remain as a Non-Executive Director and
representative of T-C Sports, and Tony Lander.  Milan Mandaric will assume the
position of Executive Chairman.  Whilst Tim Davies will resign as a Director, he
will continue his role as Chief Executive Officer of the Company.  The Investor
may exercise its right under the New Articles to appoint a majority of the board
of Directors as it deems appropriate for the successful running of the Company.

Upon his appointment as Chairman, Mr Mandaric intends to work with the existing
management of the Club in the development of the Club going forward and will
conduct a strategic review of all aspects of the Club following Completion,
including its finances, operations and commercial development with a view to
improving the way the Club is run at all levels.

Whilst the Investor has no immediate plans which would impact on arrangements
with employees off the field, in view of the urgent need to improve the Club's
performance on the pitch and to avoid any danger of relegation, Mr Mandaric
will, immediately following despatch of this document and in anticipation of
taking control of the Club, meet with senior management to review the immediate
needs of the team.  This may involve possible changes to the team and
strengthening of its football management, including taking on additional quality
players.  On behalf of the Investor, Mr Mandaric has, however, given assurances
to the current directors that the existing employment rights of all management
and employees of the Company will be honoured and pensions obligations complied
with.

The Investor has no plans to dispose of the Stadium which is the subject of a
purchase agreement with T-C Sports Co, Inc.  The Stadium is shown in the
Company's financial statements at depreciated historical cost and at 30 November
2006 this was a figure of £17,716,000.  The Directors have been advised by the
Company's valuers that because of its specialised nature there is no open market
value for its existing use.  It has a depreciated replacement cost of
approximately £42 million.

This depreciated replacement cost merely represents an estimate of what it would
in theory cost at current prices to purchase the land and build the Stadium,
less the depreciation of the buildings.  Given the Investor's stated intentions
regarding the Stadium, the valuations are not in the opinion of the Directors
relevant to their assessment of the Proposals.



10. Disclosure of interests in LCFC shares





As at the date of this announcement, other than under the Subscription, neither
the Investor nor any persons deemed to be acting in concert with the Investor
has any interests, rights to subscribe in or short positions (whether
conditional or absolute and whether in the money or otherwise),in the Existing
Ordinary Shares. There have been no shares in the Company borrowed or lent by
either the Investor or any persons deemed to be acting in concert with the
Investor.





11. General





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





The summaries of further terms in relation to the Proposals 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 Proposals.





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





The circular setting out the terms and conditions of the Proposals is expected
to be posted to LCFC Shareholders later today and must, in any event, be posted
to Shareholders not later than 28 days after the date of this announcement
unless otherwise agreed with the Panel.











Enquiries:





For LCFC and the Investors:



Rachel Civey   07962 652036



Jon Dale       07739 852791





Vantis, which is authorised and regulated in the United Kingdom by the Financial
Services Authority, is acting for LCFC in connection with the Proposals and no
one else and will not be responsible to anyone other than LCFC for providing the
protections afforded to clients of Vantis nor for providing advice in relation
to the Proposals or any 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 Proposals or otherwise. The
Proposals will be made solely through the document and the notice of
Extraordinary General Meeting, which will together contain the full terms and
conditions of the Proposals, including details of how to vote in favour of the
Resolutions. Any response to the Proposals should be made only on the basis of
the information contained in the document and notice of Extraordinary General
Meeting.





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. In particular, the Offer is not being made, directly or
indirectly, in the United States, Canada, Australia or Japan. 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 the
Investor and LCFC. 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. The Investor and LCFC 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 the Investor or LCFC, all 'dealings' in any
'relevant securities' of those companies (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 Business
Day following the date of the relevant transaction. This requirement will
continue until the date on which the Proposals become, or are declared,
unconditional, lapse or are otherwise withdrawn. 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 the Investor or of LCFC,
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 the Investor or of LCFC by the Investor or LCFC, 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, you should consult the Panel.














                                   APPENDIX 1
 
                           SUMMARIES OF FURTHER TERMS

                          IN RELATION TO THE PROPOSALS



SUMMARY OF THE SUBSCRIPTION AGREEMENT


Under the terms of the Subscription Agreement, the Investor has agreed to
subscribe for 19,138,432 'A' Ordinary Shares for an aggregate subscription price
of £9,000,000.76 representing 75% of the issued share capital of the Company.



The Company will provide certain warranties to the Investor.



Split Exchange and Completion

The Subscription Agreement was exchanged on 13 February 2007 ('Exchange') and
will be completed immediately after the holding of the EGM (subject to the
satisfaction of certain completion conditions precedent) ('Completion').



Completion Conditions Precedent



Completion is conditional on: -



(i)         the Resolutions being validly passed at the EGM; and



(ii)        written confirmation from the Company that there is no breach of
warranty (described below) in existence immediately prior to Completion; and



(iii)    receipt by the Investor of written confirmation from the Company
(signed under deed) that the Company has not from the date starting on the date
of the Subscription Agreement up to the passing of the Resolutions, issued any
new shares or any share options to any person.





Obligations between Exchange and Completion


The Company confirms that it will conduct its business in the ordinary course
between Exchange and Completion and that it will not enter into or amend any
material contract (as defined in the Subscription Agreement) or incur a
liability in excess of £25,000 without the Investor's consent in writing, such
consent not to be unreasonably withheld or delayed. Where any material decision
is to be taken in relation to the Company including, without limitation, in
relation to football matters, the Company shall discuss such matters with the
Investor in a timely manner and shall take into account the views of the
Investor before making any decision.The Company confirms that it will not issue
any new shares prior to Completion.





Obligations at Completion



At Completion the Company shall:



(i)   allot and issue as partly paid to the Investor the 'A' Ordinary Shares;

(ii)  register the Investor as the holder of the 'A' Ordinary Shares and deliver
to it the appropriate share certificate; and

(iii) prepare and deliver to the Investor the relevant Forms 288b in respect of
the resignations of relevant directors of the Company and its subsidiary.



The Investor shall pay to the Company £4,500,000.38 being half of the aggregate
Subscription Price for the allotment and issue of all of the 'A' Ordinary
Shares.



The directors to be appointed by the Investor shall be so appointed to the Board
in accordance with and pursuant to the New Articles. Milan Mandaric will be
appointed as a director and Executive Chairman of the Company.



Non-compliance with Conditions Precedent



If the Completion Conditions Precedent are not complied with at Completion,
which includes confirmation that there is no breach of warranty, then the
Investor may: (i) defer Completion; (ii) proceed to Completion as far as is
practicable; or (iii) terminate the Subscription Agreement.



If the Investor does not pay the sum of £4,500,000.38 at Completion then the
Company may (i) defer Completion; (ii) proceed to Completion as far as is
practicable; or (iii) terminate the Subscription Agreement.



Obligations of the Investor after Completion



The Investor shall procure that the balance of the Subscription Price, being
£4,500,000.38, shall be paid to the Company no later than 31 May 2008.



Warranties by the Company to the Investor



The Company has given certain warranties at Exchange to the Investor in respect
of the following matters: -



(i)                as to capacity to enter into the Subscription Agreement;

(ii)                valid incorporation of the Company and its subsidiaries;

(iii)                confirmation that the Shareholders are the registered
owners of the Shares which represent the entire issued share capital of the
Company;

(iv)                there are no other rights or obligations given by the
Company or any subsidiary in respect of the share capital of the Company or that
of any subsidiary;

(v)                the details of the Company and its subsidiaries provided in
the Subscription Agreement are true and correct in all respects;

(vi)                no indebtedness outstanding between the Company, any of its
subsidiaries and any Shareholder or an associate of a Shareholder other than in
respect of ordinary course trading on arm's length terms with a value of £50,000
or less;

(vii)                all information provided by or on behalf of the Company
(including, but not limited to the information provided in the data room) has
been provided in good faith and is true, complete and accurate in all material
respects and not misleading;

(viii)                warranties relating to the audited accounts of the Company
to 31 May 2006 and the management accounts of the Company as at 30 November
2006;

(ix)                warranties relating to certain trading activities from 30
November 2006 including that the Company has not: - acquired or disposed of
certain business or fixed assets in excess of a certain value; agreed to certain
capital commitments in excess of a certain value; entered into any arrangements
outside the ordinary course of business; assumed or incurred any material
liability;

(x)                that all material contracts relevant to the business of the
Company have been provided to the Investor and all obligations under such
contracts have been complied with in all material respects;

(xi)                no material adverse change in the financial and trading
position of the Company since 30 November 2006;

(xii)                no litigation other than routine debt collection in respect
of debts with a maximum individual value of £5,000 and an aggregate value of
£25,000;

(xiii)                all relevant licences, permissions and consents are in
place to enable the Company to carry on its business;

(xiv)                confirmation of all real estate used or occupied by the
Company and any subsidiary;

(xv)                confirmation of solvency of the Company and any subsidiary,
that no liquidator has been appointed, that no other similar arrangements have
been instigated and that they are not in default of any financial arrangements;

(xvi)                confirmation that all taxation (actual or contingent) has
been paid on its due date and all documentation (including, but not limited to,
returns) had been supplied to the relevant tax authority and that there were no
issues in dispute; and

(xvii)                confirmation of compliance by the Company and any
subsidiary with all statutory provisions, rules, regulations, orders and
directions concerning VAT including the timely posting of accurate returns and
payments, or provision having been made in the accounts for the year ended 31
May 2006 for all amounts of VAT.

Tim Davies has warranted to the Investor that the register of members of the
statutory books of the Company and the Subsidiary are true, complete and
accurate.  He has further warranted that there are no share option rights in
respect of the Company in existence and that, save as provided under the terms
of the Subscription Agreement and the Articles, there are no other agreements or
arrangements entitling any person either to subscribe for shares in the Company
or, so far as he is aware, to transfer to or call for the transfer of shares
from any other person.



Limitation of Liability of the Warranties



The Warranties will be qualified by any disclosure letter given by the Company.



The Investor shall only be able to bring claims for breaches of warranty having
served notice within one year from Completion and then only provided legal
proceedings are commenced within 6 months except where the warranty claim is
contingent or unquantified in which case the Investor shall have six months to
bring proceedings from the date that the warranty claim ceases to be contingent
or unquantified. The Investor shall have the right to set off the amounts of any
warranty claim against payment of the second tranche of the subscription monies.





Rights of Shareholders



Shareholders shall have the right to enforce the performance of the obligation
of the Investor to procure that the balance of the Subscription Price, being
£4,500,000.38, shall be paid to the Company no later than 31 May 2008.



Costs and Expenses



The Company and the Investor shall each pay its own costs and expenses relating
to the Subscription Agreement.



Assignment



The Company shall not be entitled to assign the benefit of the Subscription
Agreement, but the Investor may assign the benefit to any entity wholly owned by
the Investor and/or by way of security to any debt provider to the Investor's
group.



Season Tickets

After completion of the Subscription Agreement the Company shall issue two
season tickets annually to each shareholder (excluding T-C Sports) for so long
as the Investor is the majority shareholder in the Company (in determining seat
allocation the Investor will use its reasonable endeavours to provide
shareholders with mutually acceptable seats).  The season tickets will also
provide shareholders with a right of entry only to a lounge pre and post match.
The season tickets will be non-transferable.



SUMMARY OF PROPOSED AMENDMENTS TO THE ARTICLES



Upon adoption of the New Articles, the existing articles of association of the
Company will be amended as follows:-



Deletion of Reference to 'B' Shares

Under the original articles of association of the Company there was reference to
'B' Shares which were held by Leicester City Supporters Society Limited (the '
Supporters' Trust'). If the Supporters' Trust had subscribed for a minimum of
500,000 Ordinary Shares of £1.00 each by 5pm on 31 March 2003 then it would have
been entitled to appoint a 'B' Director and it would have had special rights
attaching to such 'B' Shares to enable its 'B' Director to be present on the
Board of Directors at all times.



On the basis that the Supporters' Trust did not meet the above deadline for
subscription then the 'B' Shares held by it automatically converted to Ordinary
Shares and, therefore, references to 'B' Shares in the Articles are no longer
required.



Creation of 'A' Ordinary Shares

A new class of share ('A' Ordinary Shares) will be created and will be issued to
the Investor representing at least 75% of the issued share capital of the
Company.



Redeemable Shares

The class rights attaching to the Redeemable Shares under the existing articles
of association will remain the same under the New Articles.



Directors

Unless otherwise determined by an ordinary resolution, the number of directors
is not subject to any maximum but there must be a minimum of two directors.



T-C Sports (via T-C Sports Co., Inc) will continue to be entitled to appoint one
non-executive director for so long as they hold any Redeemable Shares.



The Investor will be entitled to appoint such number of directors as it may
determine ('Investor Director(s)').



The directors (holding an executive office or otherwise) are not subject to
retirement by rotation.



The Chairman at all meetings of the directors shall be an Investor Director and
shall be appointed by the Investor and shall have a second or casting vote.



All directors are required to pass the appropriate fit and proper person test
under the Premier League or Football League rules (as appropriate) and shall be
deemed to vacate their office if they fail to pass the test.



All board meetings require an Investor Director to be present.  If they are not
present, the meeting will be adjourned and at the adjourned meeting only one
Investor Director must be present for there to be a quorum.





General Meetings

The Chairman at every general meeting shall be an Investor Director and shall
have a second or casting vote.



The quorum for a general meeting shall be one shareholder.



Monthly management accounts shall be prepared by the Company and sent to the
Investor and the holder of the Redeemable Shares within 14 days of the start of
each calendar month.



Qualifying Offer and Drag-Along

Where there is a Qualifying Offer to purchase all or a majority of the 'A'
Ordinary Shares then the Investor shall serve notice on all of the Ordinary
Shareholders of the Investor's wish to accept such an offer and stating that all
of the Ordinary Shareholders shall also transfer their Ordinary Shares to the
third party offeror. The Investor will not be able to accept such a third party
offer without serving this notice on the Ordinary Shareholders.  On any
Qualifying Offer and subsequent drag-along, the third party offeror will be
obliged to purchase the Ordinary Shares in accordance with the terms of the Call
option and the Put Option.



If the Ordinary Shareholders do not complete and deliver everything which is
necessary to complete the transfer of their Existing Ordinary Shares to the
third party offeror then the Investor will have the power to complete all
necessary documentation on behalf of the Shareholders. The Investor will also be
entitled to confirm the receipt of consideration by the Ordinary Shareholders,
which shall be received by the Company and held on trust for each of the
Ordinary Shareholders.



Call Option

The Investor shall have the option exercisable on any number of occasions on or
before 15 August 2010 by 7 days notice in writing to one or more of the Ordinary
Shareholders to purchase one or more of the Ordinary Shares of an Ordinary
Shareholder or Ordinary Shareholders at a price of £0.10 per Ordinary Share (the
'Initial Consideration') plus an additional consideration of £0.40 per Ordinary
Share payable if the Company is promoted to the Premier League at the end of any
of:



(a)            the 2007/2008 Season;

(b)            the 2008/2009 Season; or

(c)            the 2009/2010 Season,

for the next following Premier League Season (the 'First Premiership Season').
Such additional consideration shall be payable by the Investor on 15 August in
the year of commencement of the First Premiership Season.

If having attained promotion to the Premier League at the end of any of the 2007
/2008 Season, the 2008/2009 Season or the 2009/2010 Season, the Company retains
its Premier League status for the Season immediately following the First
Premiership Season (the 'Second Premiership Season') then a single additional
payment of £0.50 per Ordinary Share (the 'Second Additional Consideration') will
be payable by the Investor to the Ordinary Shareholders on 15 August in the year
of commencement of the Second Premiership Season.

For the avoidance of doubt the total price payable per Ordinary Share shall at
no time exceed £1.00 per Ordinary Share.

The written notice shall set out: (i) the number of Ordinary Shares in respect
of which the Investor is exercising the call option; (ii) the total price
payable on exercise for such Ordinary Shares and (iii) the date of completion of
the transfer of such Ordinary Shares which shall take place not less than 7 days
from the date of the notice ('Purchase Date').



If the Ordinary Shareholders do not complete and deliver everything which is
necessary to complete the transfer of their Ordinary Shares to the Investor
within 14 days of being required to do so under the notice then the Investor
will have the power to complete all necessary documentation on behalf of the
Shareholders. The consideration to be paid for such Ordinary Shares shall, in
these circumstances, be received by the Company and held on trust for each of
the Ordinary Shareholders.



Consideration held by the Company on trust for the Ordinary Shareholders

Where consideration monies are to be held by the Company on trust for the
Ordinary Shareholders and such monies remain unclaimed by a relevant Ordinary
Shareholder for twelve years from the date when it became due for payment it
may, on a resolution of the directors, be forfeited and cease to remain owing by
the Company.



Put Option and Default Interest

In the event that:



a)                the Company attains promotion to the Premier League at the end
of any of the 2007/2008 Season, the 2008/2009 Season or the 2009/2010 Season for
the next following Premier League Season and the Investor has not given notice
to exercise its Call Option in respect of all the Ordinary Shares on or before
15 August in the year of commencement of the First Premiership Season (the '
Exercise Date'), the Ordinary Shareholders shall, on the Exercise Date, each be
deemed to have given notice to the Investor to exercise a right to put all (but
not some only ) of their remaining Ordinary Shares (i.e. those Ordinary Shares
in respect of which the Call Option has not been exercised) on to the Investor
at a price of £0.50 per Ordinary Share; or

b)                the Company has not attained promotion to the Premier League
at the end of the 2009/2010 Season and the Investor has not given notice to
exercise its Call Option in respect of all of the Ordinary Shares by 15 August
2010, the Ordinary Shareholders shall, on 15 August 2010 each be deemed to have
given notice to put all (but not some only) of their remaining Ordinary Shares
(i.e. those shares in respect of which the Call Option has not been exercised)
on to the Investor at a price of £0.10 per Ordinary Share.

If following the exercise of the Put Option (in the circumstances contemplated
by paragraph (a) above), the Company retains its Premier League status for the
Second Premiership Season, the Investor shall, on 15 August in the year of
commencement of the Second Premiership Season, pay to the Ordinary Shareholders,
the sum of £0.50 per Ordinary Share to the Ordinary Shareholders.

On the date falling 14 days after the deemed notice of the Put Option each
Ordinary Shareholder shall transfer all of his or her Ordinary Shares to the
Investor and the Investor shall be obliged to pay each Ordinary Shareholder his
or her consideration (calculated as set out above) by sending each a cheque for
the relevant amount of consideration by first class mail to the registered
addresses of the each Ordinary Shareholders.



If the Investor does not pay the consideration then such amount(s) outstanding
to each Ordinary Shareholder shall accrue interest at 3% above Barclays Bank plc
base rate from the date falling 14 days after the deemed notice until the date
that the relevant cheques are despatched.



Issue of Shares

Except with the written consent of the Investor and the holder of the Redeemable
Shares, the Ordinary Shareholders shall not be entitled to subscribe for or be
issued with any additional shares in the Company.



Any unissued shares and any future shares to be allotted shall be offered to the
Investor and the holder of the Redeemable Shares respectively in the proportion
as nearly as possible to the total number of 'A' Ordinary Shares and Redeemable
Shares then in issue.



Purchase of Own Shares



The Company may purchase any of its shares (including any Redeemable Shares).



Transfer of Shares



Other than as provided for by the Qualifying Offer, Call Option and Put Option
provisions and other than: -



      (i)   a transfer by a shareholder to a privileged relation of such
shareholder;

      (ii) any transfer to trustees to be held on the trusts of a family
settlement;

(iii) in the case of a shareholder being a body corporate, any transfer to a
member of the same group;



or with the Investor's written consent, none of the shares in the Company
(including 'A' Ordinary Shares, Ordinary Shares and Redeemable Shares) shall be
transferred. Where any Ordinary Shares are transferred then the Call and Put
Options shall continue to apply to them.



The Investor shall not be entitled to transfer any of the 'A' Ordinary Shares
for the period from Completion until 15 August 2008 except: -



      (i)   in the case of a Qualifying Offer (described above);

      (ii)  where the Call Option/Put Option has been exercised in full
(described above); or

(iii) where such transfer is to a privileged relation, trustees to be held on
the trusts of a family settlement or, in the case of the Investor being a body
corporate, any transfer to a member of the same group.



Variation of rights



The special rights attached to the Ordinary Shares (other than those relating to
the Call Option and the Put Option) the 'A' Shares and the Redeemable Shares may
be varied or abrogated with the prior consent in writing of the holders of
three-fourths of the shares of the relevant class, or with the sanction of
Extraordinary Resolutions passed at separate general meetings of the holders of
the relevant class voting separately as a class.



However, no purported variation or abrogation of the terms of the Call Option or
the Put Option shall occur without the prior consent in writing of all holders
for the time being (other than the Investor) of the Ordinary Shares.



Dividend Policy and Distribution of Profits



Specific reference to this has been removed and is dealt with under Table A of
the Companies Act 1985.



Winding Up



Any surplus of assets on a winding up of the Company after paying shareholders
the whole amount paid up on their shares shall be given to either The Football
Association Benevolent Fund or to some club or institute in Leicestershire with
objects similar to those set out in the Memorandum of Association of the Company
or to any local charity, or charitable or benevolent institution situate within
Leicestershire, as the members may direct.





GUARANTEES



The Ordinary Shareholder Guarantee

a)    Under the terms of a deed of guarantee dated 13 February 2007, Milan
Mandaric (the 'Guarantor'), subject always to the Subscription Agreement being
completed in accordance with its terms, unconditionally and irrevocably
guarantees as a primary obligation to the Ordinary Shareholders the full, due
and punctual performance and observance by the Investor of all the Investor's
obligations and the full and punctual discharge by the Investor of all the
Investor's liabilities to the Shareholders arising under the Call Option and the
Put Option.

b)    If the Investor defaults in the payment when due of any amount it is
obliged to pay to an Ordinary Shareholder under the Call Option or Put Option
and such Ordinary Shareholder has punctually performed its obligations
thereunder, the Guarantor shall pay the amount due to such Ordinary Shareholder
within 7 days of written demand.

c)    Each Ordinary Shareholder may enforce the Ordinary Shareholder Guarantee
whether or not it has first:

(i)            enforced any claim, right or remedy against the Investor or any
other person;

(ii)        taken action or obtained judgment in any court against the Investor
or any other person; or

(iii)    made or filed any claim in a bankruptcy, liquidation, administration or
insolvency of the Investor or any other person,

provided that an Ordinary Shareholder can only enforce the Ordinary Shareholder
Guarantee to the extent that such Ordinary Shareholder has first demanded in
writing payment of any amount due and payable under the Call Option or Put
Option from the Investor and the Investor's obligations have not been fully
performed and discharged within 14 days of receipt of such demand.

d)    As a separate, independent and primary obligation, the Guarantor
unconditionally and irrevocably agrees to indemnify and keep indemnified any and
all of the Ordinary Shareholders in respect of all sums due and payable by the
Investor which are the subject of the Ordinary Shareholder Guarantee.

e)    The Guarantor shall pay to each Ordinary Shareholder from time to time an
amount equal to all reasonable costs, charges and expenses (including, without
limitation, all reasonable legal charges and expenses and any VAT thereon)
properly incurred by such Ordinary Shareholder in enforcing or endeavouring to
enforce the payment of any money under the Ordinary Shareholder Guarantee, in
preserving any of the Ordinary Shareholders' rights under the Ordinary
Shareholder Guarantee, and arising from failure of the Investor to fully comply
with any of its obligations or fully discharge any of its liabilities under the
Call Option or Put Option.

f)    If any amount which is due or owing to any Ordinary Shareholder under the
Ordinary Shareholder Guarantee is not paid within 14 days after the date on
which it became due then the Guarantor shall pay interest to such Ordinary
Shareholder (both before and after any demand or judgment) on such amount at the
rate of 3% above the base lending rate of Barclays Bank plc.  Interest payable
shall be compounded monthly.

g)    The Ordinary Shareholder Guarantee shall be binding on the personal
representatives of the Guarantor and shall enure for the benefit of and be
enforceable by each of the Ordinary Shareholders and each of the Ordinary
Shareholders' successors, transferees and assigns.

h)    All payments to be made by the Guarantor under the Ordinary Shareholder
Guarantee are to be made in full without any set-off, restriction or condition
and without any deduction for or on account of any counterclaim.

The Company Guarantee

a)    Under the terms of a deed of guarantee dated 13 February 2007 between the
Guarantor (1) and the Company (2), the Guarantor, subject always to the
Subscription Agreement being completed in accordance with its terms,
unconditionally and irrevocably guarantees as a primary obligation to the
Company the full, due and punctual performance and observance by the Investor of
the Investor's obligation to pay the balance of the Subscription Price, being
£4,500,000.38 (the 'Second Tranche') and the full and punctual discharge by the
Investor of the payment of the Second Tranche to the Company by 31 May 2008 in
accordance with the terms of the Subscription Agreement.

b)    If the Investor defaults in the payment of the Second Tranche on 31 May
2008 to the Company, the Guarantor shall pay the amount due to the Company
within 7 days of written demand.

c)    The Company may enforce the Company Guarantee whether or not it has first:

1.    enforced any claim, right or remedy against the Investor or any other
person;

2.    taken action or obtained judgment in any court against the Investor or any
other person; or

3.    made or filed any claim in a bankruptcy, liquidation, administration or
insolvency of the Investor or any other person,

provided that the Company can only enforce the Company Guarantee to the extent
that the Company has first on or after 31 May 2008 demanded in writing payment
of the Second Tranche from the Investor and the Investor's liability and
obligation has not been fully performed and discharged within 14 days of receipt
of such demand.

d)    As a separate, independent and primary obligation, the Guarantor
unconditionally and irrevocably agrees to indemnify and keep indemnified the
Company in respect of all sums due and payable by the Investor which are the
subject of the Ordinary Shareholder Guarantee.

e)    The Guarantor shall pay to the Company from time to time an amount equal
to all reasonable costs, charges and expenses (including, without limitation,
all reasonable legal charges and expenses and any VAT thereon) properly incurred
by the Company in enforcing or endeavouring to enforce the payment of any money
under the Company Guarantee, in preserving the Company's rights under the
Company Guarantee, and arising from failure of the Investor to fully comply with
its obligation to pay the Second Tranche on 31 May 2008.

f)    If any amount which is due or owing to the Company under the Company
Guarantee is not paid within 14 days after the date on which it became due then
the Guarantor shall pay interest to the Company (both before and after any
demand or judgment) on such amount at the rate of 3% above the base lending rate
of Barclays Bank plc.  Interest payable shall be compounded monthly.

g)    The Company Guarantee shall be binding on the personal representatives of
the Guarantor and shall enure to the benefit of and be enforceable by the
Company and the Company's successors, transferees and assigns.

h)    A minimum of five Shareholders acting jointly shall be entitled to enforce
on behalf of the Company the rights conferred on the Company by the Company
Guarantee as though they were parties to it, provided that no demand, claim,
action or remedy shall be made or brought by the Shareholders unless either (i)
the Company has served written demand on the Guarantor in accordance with the
relevant provisions of the Company Guarantee and the Guarantor has failed to pay
the Second Tranche within 30 days after the date on which payment became due or
(ii) the Company fails to serve written demand on the Guarantor within 30 days
of the Company becoming entitled under the terms of the Company Guarantee to do
so.  Where such rights have been validly exercised by a minimum of five
Shareholders (the 'Initial Action'), any other Shareholder wishing to exercise
the rights accorded to Shareholders pursuant to the Company Guarantee may do so
only by joining as party to the Initial Action and not otherwise.




                                   APPENDIX 2





                        BASES AND SOURCES OF INFORMATION







(a) The value attributed to the existing issued share capital of LCFC is based
upon the 6,379,476 LCFC Ordinary Shares in issue on 12 February  2007.



(b)  References to a percentage of LCFC shares are based on the

number of LCFC Shares in issue as set out in paragraph (a) above.





                                   APPENDIX 3





                            IRREVOCABLE UNDERTAKINGS



The following holders of LCFC shares have given irrevocable undertakings to vote
in favour of the Resolutions:




Name                                                              Number of Existing      % of issued Existing
                                                                    Ordinary Shares      Ordinary Shares Capital
Charles Street Buildings (Leicester) Ltd                                       100,000                        1.57
Karen and Peter Swann                                                          100,000                        1.57
J M McCahill Ltd                                                                50,000                        0.78
C J Upton & Sons Ltd                                                            20,000                        0.31
Timothy Bevan Davies                                                           100,000                        1.57
Pukka Pies Limited                                                             500,000                        7.84
Roger William Paltney                                                           85,000                        1.33
Anthony James Carpendale Wheeler                                               100,000                        1.57
Martin Francis George                                                           50,000                        0.78
Alison Jenny Nettleton                                                          25,000                        0.39
Kerby & West                                                                   250,000                        3.92
Clive Richard Sharpe                                                           100,000                        1.57
Peter John Lennon                                                               35,000                        0.55
Brian Raymond Maddison                                                         110,000                        1.72
Kenneth Raymond Brigstock                                                       25,000                        0.39
James Columba McCahill                                                         200,000                        3.14
Thomas Ellison Bloor                                                            25,000                        0.39
Anthony Wayne Lander                                                            25,000                        0.39
Walker McRobie                                                                  50,000                        0.78
Stephen John Spencer Lee                                                       200,000                        3.14
Teresa Ann Lander                                                               25,000                        0.39
Peter William Freer                                                             50,000                        0.78
Robert Comrie Burns Craig                                                      100,000                        1.57
Vanda Alicia Craig                                                              25,000                        0.39
Martin John Page                                                                60,000                        0.94
Alan James Upton                                                               100,000                        1.57
Nicholas Charles Wilkinson                                                     100,000                        1.57
A M Widdowson & Son Ltd                                                        250,000                        3.92
Peter Eugene Hockenhull                                                        125,000                        1.96
David Wilson                                                                   150,000                        2.35
Michael John Edwards                                                           250,000                        3.92
Donald Kendall                                                                 100,000                        1.57
Roger Thomas Page                                                               60,000                        0.94
Hammond Grange Ltd                                                             500,000                        7.84
Leicester City Supporters Society Ltd                                          151,000                        2.37
The Executors of Trevor Bennett                                                350,000                        5.49
Jonathan Ray Holmes                                                            100,000                        1.57
David Peter John Ross                                                          165,476                        2.59
H W Coates Ltd                                                                 300,000                        4.70
Emile Williams Heskey                                                           50,000                        0.78
Gary Lineker                                                                   100,000                        1.57
Andrew Taylor                                                                  250,000                        3.92
Gregory Alison Clarke                                                          413,000                        6.47
Dominic Shorthouse                                                             100,000                        1.57
                                                                             6,024,476                       94.44






                                   APPENDIX 4





                                  DEFINITIONS





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


'A' Ordinary Shares             'A' Ordinary shares of £0.01 each in the capital of the Company proposed to be
                                created at the EGM
'Act'                           the Companies Act 1985, as amended
'Board'                         the board of directors of the Company
'Call Option'                   the option to be granted to the Investor by the Ordinary Shareholders in Article
                                7 of the New Articles to acquire all of their Existing Ordinary Shares at a
                                price of £0.10 per Ordinary Share and, if certain conditions are met, additional
                                consideration of up to a maximum of £0.90 per Ordinary Share.
'Championship'                  The Football League Championship
'Club'                          the football club known as Leicester City Football Club
'Company' or 'LCFC'             Leicester City Football Club PLC, company number 4593477
'Completion'                    Completion of the Subscription Agreement in accordance with its terms
'Company Guarantee'             the personal guarantee from Milan Mandaric to the Company in respect of the
                                Investor's obligation to pay the second half of the Subscription Price by 31 May
                                2008
'Concert Party'                 the Investor, the Member and the Trust
'Directors'                     the directors of the Company
'EGM' or 'Extraordinary General the extraordinary general meeting of the Company, convened for 10.00 a.m. on 8
Meeting'                        March 2007, and any adjournment thereof.
'Enlarged Share Capital'        the  Existing Ordinary Shares, the Redeemable Share and the Subscription Shares
'Existing Ordinary Shares'      the 6,379,476 Ordinary Shares in issue at the date of this document
'Form of Proxy'                 the form of proxy for use in connection with the EGM


'Grant Thornton Corporate       the corporate finance division of Grant Thornton UK LLP which is authorised by
Finance'                        the Financial Services Authority in the conduct of investment business
'Group'                         the Company and its subsidiary undertakings
'Investor'                      UK Football Investments, LLC
'Member'                        Gregg Hawker, Steven N Frank and Milan Mandaric, in their representative
                                capacity as Trustees of the Milan Mandaric Revocable Trust dated 24 June 1999,
                                as amended
' New Articles'                 the new Articles of Association of the Company proposed to be adopted at the EGM
'Notice'                        the notice of EGM
'Ordinary Shares'               ordinary shares of £1 each in the capital of the Company
'Ordinary Shareholders'         the holders of Existing Ordinary Shares
'Ordinary Shareholder Guarantee the personal guarantee from Milan Mandaric to the Ordinary Shareholders in
'                               respect of the Investor's obligations under the Call Option and the Put Option
'Panel'                         the Panel on Takeovers and Mergers
'Premier League'                The FA Premier League managed by the Football Association Premier League Limited
'Proposals'                     the proposed Subscription, the amendments to the Articles of Association
                                (incorporating the grant of the Call Option and Put Option) and the
                                Re-registration
'Put Option'                    the option to be granted to the Ordinary Shareholders by the Investor in Article
                                7 of the New Articles to put their Existing Ordinary Shares on to the Investor
                                at a price of £0.10 per Ordinary Share (if the Club is not promoted to the
                                Premier League by the end of the 2009/2010 Season) or £0.50 per Ordinary Share
                                (if the Club is promoted to the Premier League at the end of the 2007/2008
                                Season, the 2008/2009 Season or the 2009/2010 Season) which can be exercised on
                                15 August  in the year that the Club attains promotion to the Premier League or
                                otherwise on 15 August 2010
'Qualifying Offer'              an offer by a third party to purchase all or a majority of the 'A' Ordinary
                                Shares
'Redeemable Shares'             redeemable ordinary shares of £1 each in the capital of the Company
'Re-registration'               the proposed re-registration of the Company as a private limited company
'Resolutions'                   the resolutions numbered 1 to 7 (inclusive) to be proposed at the EGM
'Season'                        a period of 12 months beginning on 1 August in any year
'Shareholders'                  holders of Existing Ordinary Shares and Redeemable Shares
'Stadium'                       Walkers Stadium, Leicester
'Subscription' or 'Investment'  the proposed subscription for the Subscription Shares at the Subscription Price
'Subscription Agreement'        an agreement dated 13 February 2007 between the Company and the Investor
'Subscription Price'            £0.470258 per Subscription Share
'Subscription Shares'           the 19,138,432 'A' Ordinary Shares of £0.01 each to be issued pursuant to the
                                Subscription
'Takeover Code'                 The City Code on Takeovers and Mergers published by The Panel on Takeovers and
                                Mergers
'The Football Association'      Football Association Limited
'The Football League'           The Football League Limited
'T-C Sports'                    T-C Sports Co., Inc, a wholly-owned subsidiary of Teachers Insurance and Annuity
                                Association of America
'Trust'                         The Milan Mandaric Revocable Trust dated 24 June 1999, as amended
'UK'                            the United Kingdom of Great Britain and Northern Ireland
'USA' or 'US'                   United States of America
'Vantis'                        Vantis Corporate Finance Limited





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.



13 February 2007


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