Information  X 
Enter a valid email address
  Print      Mail a friend       More announcements

Tuesday 21 November, 2006

WH Holding Limited

Offer for West Ham United plc

WH Holding Limited
21 November 2006


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

21 November 2006

                             Recommended Cash Offer
                                      for
                        West Ham United plc ('West Ham')
                                       by
                       WH Holding Limited ('WH Holding')

Summary and Highlights

The Boards of WH Holding and West Ham are pleased to announce the terms of a
recommended cash offer by WH Holding to acquire the entire issued and to be
issued share capital of West Ham.

WH Holding is an English company which was newly incorporated for the purposes
of making the Offer and which is controlled by Eggert Magnusson, President of
the Football Association of Iceland and member of UEFA's Executive Committee,
and Bjorgolfur Gudmundsson, an international investor based in Iceland.

The Offer will be 421 pence in cash for each West Ham Share, valuing the
existing issued share capital of West Ham at approximately £85 million.

The Board of West Ham, which has been so advised by Hawkpoint, considers the
terms of the Offer to be fair and reasonable. In providing its advice to the
Board of West Ham, Hawkpoint has taken into account the commercial assessments
of the West Ham Directors.

The Board of West Ham intends unanimously to recommend that West Ham
Shareholders accept the Offer, as the West Ham Directors have irrevocably
undertaken to do in respect of their own beneficial shareholdings of West Ham
Shares. Those holdings amount, in aggregate, to 9,048,400 West Ham Shares,
representing approximately 45 per cent. of the existing issued share capital of
West Ham.

In addition, WH Holding has received irrevocable undertakings to accept the
Offer in respect of a further 7,724,368 West Ham Shares, representing
approximately 38 per cent. of the existing issued share capital of West Ham.

In aggregate, WH Holding has received irrevocable undertakings to accept the
Offer in respect of 16,772,768 West Ham Shares, representing approximately 83
per cent. of the existing issued share capital of West Ham.

Commenting on the Offer, Eggert Magnusson, Chief Executive Officer of WH Holding
and proposed new Chairman of West Ham, said:

'I am both delighted and honoured that Terry Brown and his colleagues wish to
support our offer for West Ham. We can now end the uncertainty of recent weeks
and move forward into the next phase of development of this great club, with
Alan Pardew leading our efforts on the pitch.

I fully appreciate the personal responsibility that will come with becoming
Chairman of West Ham and pledge to the staff, the players and the fans that I am
here to serve and to do all that I can to deliver genuine success on and off the
field.'

Terry Brown, Chairman of West Ham, said:

'Since promotion back into the FA Premier League, the Club has invested funds
wisely, strengthening the squad in key positions and moulding a young and
exciting team faithful to the Club's great traditions.

The offer from WH Holding reflects fair value for West Ham, considering its
significant history, recent performance and prospects, and its position as a
leading London club.

Eggert Magnusson is fully committed to ensuring the Club can continue its great
tradition of success both on and off the field, to the benefit of supporters and
the wider community.'

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

Appendix 1 sets out the conditions and certain further terms of the Offer.
Appendix 2 contains source notes relating to certain information contained in
this announcement. Appendix 3 contains details of the irrevocable undertakings
received in relation to the Offer. Certain terms used in this announcement are
defined in Appendix 4 to this announcement.

Enquiries:

Seymour Pierce (Joint Financial Adviser to WH Holding)
Keith Harris    +44 (0) 207 107 8000
Jonathan Wright
Douglas Harmer

Landsbanki (Joint Financial Adviser to WH Holding)
Arjun Kapur +44 (0) 207 866 5000

Hawkpoint (Financial Adviser to West Ham)
Patrick Wilson +44 (0) 207 665 4500
David Renton
Morgan Jones

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

Rawlings Financial PR (PR Adviser to West Ham)
John Rawlings +44 (0) 1756 770 376

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

Landsbanki, which is authorised by the Financial Supervisory Authority of
Iceland and regulated by the Financial Services Authority for the conduct of
United Kingdom business, is acting exclusively for WH Holding and no one else in
connection with the Offer and will not be responsible to anyone other than WH
Holding for providing the protections afforded to clients of Landsbanki nor for
providing advice in relation to the Offer, the content of this announcement or
any other matter referred to herein.

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

The distribution of this announcement in jurisdictions other than the UK may be
restricted by law and therefore any persons who are subject to the laws of any
jurisdiction other than the UK should inform themselves about and observe any
applicable requirements. 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 WH
Holding and West Ham. 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 and therefore undue reliance should not be placed
on such statements. WH Holding and West Ham 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 one per cent. or more of any class of
'relevant securities' of West Ham, all 'dealings' in any 'relevant securities'
of that company (including by means of an option in respect of, or a derivative
referenced to, any such 'relevant securities') must be publicly disclosed by no
later than 3.30 p.m. (London time) on the Business Day following the date of the
relevant transaction. This requirement will continue until the date on which the
Offer becomes, or is declared, unconditional as to acceptances, lapses or is
otherwise withdrawn or on which the 'Offer Period' otherwise ends. If two or
more persons act together pursuant to an agreement or understanding, whether
formal or informal, to acquire an 'interest' in 'relevant securities' of WH
Holding or of West Ham, 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 West Ham by WH Holding or West Ham, or by any of their respective
'associates', must be disclosed by no later than 12.00 noon (London time) on the
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

21 November 2006

                             Recommended cash offer
                                      for
                        West Ham United plc ('West Ham')
                                       by
                       WH Holding Limited ('WH Holding')

1. Introduction

The Boards of WH Holding and West Ham are pleased to announce that they have
agreed the terms of a recommended cash offer by WH Holding to acquire the entire
issued and to be issued share capital of West Ham. WH Holding is an English
company which was newly incorporated for the purposes of making the Offer and
which is controlled by Eggert Magnusson, President of the Football Association
of Iceland and member of UEFA's Executive Committee, and Bjorgolfur Gudmundsson,
an international investor based in Iceland.

2. Summary of the Offer

Under the Offer, which will be subject to the conditions and further terms set
out below and in Appendix 1 to this announcement and the full terms and
conditions which will be set out in the Offer Document and the Form of
Acceptance, West Ham Shareholders will receive:

                   421 pence in cash for each West Ham Share.

The Offer values West Ham's entire existing issued share capital at
approximately £85 million.

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

3. Irrevocable undertakings

WH Holding has received irrevocable undertakings to accept the Offer in respect
of a total of 16,772,768 West Ham Shares representing, in aggregate,
approximately 83 per cent. of the existing issued share capital of West Ham,
comprised as follows:

(a) from each of the West Ham Directors in respect of their entire beneficial
holdings which amount, in aggregate, to 9,048,400 West Ham Shares, representing
approximately 45 per cent. of the existing issued share capital of West Ham; and

(b) from certain other West Ham Shareholders in respect of, in aggregate,
7,724,368 West Ham Shares, representing approximately 38 per cent. of the
existing issued share capital of West Ham.

All of these undertakings will continue to be binding even if a competing offer
is announced for West Ham which exceeds the value of the Offer and even if such
higher offer is recommended for acceptance by the Board of West Ham.

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

4. Background to and reasons for the Offer

On 1 September 2006, West Ham announced that it had been approached and held
exploratory discussions with an interested party in relation to a possible bid.

Following this approach, discussions were held with WH Holding and other
interested parties, with a view to consummating a transaction which would be in
the best interests of the Club and West Ham Shareholders.

The discussions with interested parties have resulted in the Offer by WH
Holding. The Board of West Ham believes that WH Holding's Offer not only fairly
values West Ham, but that WH Holding's ownership of West Ham will also provide a
firm and stable basis for the Club's future on-field success. WH Holding's
intention to retain Alan Pardew as manager is one of a number of factors that
has gained the favour of the Board.

The Board of West Ham believes that, backed by Eggert Magnusson and Bjorgolfur
Gudmundsson, West Ham will be able to compete at the highest levels within the
FA Premier League and Europe. WH Holding believes that in order to make West Ham
a consistent competitor within the UK and in Europe, it must engage local
support on multiple levels, including traditional supporters, the local and
corporate communities and others.

WH Holding strongly believes that an integrated approach is required to build
West Ham's future and will be looking to develop West Ham's business both on and
off the field, including investment in the training ground and facilities
(including the academy), stadium upgrades and player acquisitions, all of which
will provide West Ham with the opportunity to build upon its existing strong
foundations.

Further information with respect to the longer term strategy of West Ham and the
effect on employee arrangements can be found in paragraph 10 below.

5. Recommendation

The Board of West Ham, who have been so advised by Hawkpoint, consider the terms
of the Offer to be fair and reasonable. In providing its advice, Hawkpoint has
taken into account the commercial assessments of the West Ham Directors.

Accordingly, the Board of West Ham intends unanimously to recommend that West
Ham Shareholders accept the Offer, as the West Ham Directors have irrevocably
undertaken to do in respect of their own beneficial shareholdings which amount,
in aggregate, to 9,048,400 West Ham Shares, representing approximately 45 per
cent. of the existing issued share capital of West Ham.

6. Information relating to WH Holding, Eggert Magnusson and Bjorgolfur
Gudmundsson

WH Holding, a company incorporated in England and Wales, was incorporated on 9
November 2006 exclusively for the purpose of making the Offer. Since its
incorporation WH Holding has not traded.

The current directors of WH Holding are Bjorgolfur Gudmundsson, Eggert
Magnusson, Thor Kristjansson and Gudmundur J Oddsson.

Eggert Magnusson, 59, is a former owner and chief executive of an import/export
and bread and biscuit manufacturing company. He has been president of the
Football Association of Iceland since 1989 and is a former president of Valur
Reykjavik (1984-89), one of Iceland's oldest football clubs. He was elected to
the UEFA Executive Committee in April 2002, having been a member of the Licensed
Match Agents panel (1992-94), the Fair Play Committee (1994-96) and the Club
Competitions Committee (1996-2002). He has also been a member of a number of
FIFA committees. Mr Magnusson also serves as a board member of
Straumur-Burdaras, an Icelandic investment bank, as well as of the logistics
firm, Avion Group hf. Both Straumur-Burdaras and Avion Group hf. are listed on
the Iceland Stock Exchange.

Bjorgolfur Gudmundsson is an international investor with interests in various
sectors including financial services, international transportation, seafood
processing and sales, real estate and publishing. Mr Gudmundsson is the Chairman
of the non-executive board of Landsbanki, a leading Icelandic bank with
operations in 12 countries. Since Mr. Gudmundsson became Chairman of Landsbanki
in 2003, the bank has taken a lead in sponsoring sport in Iceland, particularly
football, where it has focused on the development of young players.

Mr Gudmundsson's principal investments are in three holding companies: Samson
eignarhaldsfelag ehf., Samson Global Holding and Hansa ehf.

Samson eignarhaldsfelag ehf. and Samson Global Holding are owned by Mr
Bjorgolfur Gudmundsson, together with his son Mr Bjorgolfur Thor Bjorgolfsson,
who is also his business partner. Samson eignarhaldsfelag ehf. is a shareholder
in Landsbanki, holding over 40 per cent. of the issued share capital. Samson
Global Holding is a shareholder in Straumur-Burdaras, holding just over 30 per
cent. of the issued share capital.

Hansa ehf. is wholly owned by Mr Gudmundsson and is a 28.5 per cent. shareholder
in the unlisted Icelandic investment company Fjarfestingarfelagid Grettir hf.
Through the investment company Opera fjarfestingar ehf. Mr Gudmundsson
indirectly owns a further 10.3 per cent. of Fjarfestingarfelagid Grettir hf.
Fjarfestingarfelagid Grettir hf. owns 34.4 per cent. of the issued share capital
in Avion Group hf., a transportation company listed on the Iceland Stock
Exchange and a 26.4 per cent. holding in Icelandic Group hf., the international
seafood processing and sales company, which is also listed on the Iceland Stock
Exchange.

Thor Kristjansson is a member of the board of Landsbanki.

Gudmundur J Oddsson is a partner at Logos legal services, an Icelandic law firm,
and is head of the firm's London office.

7. Information relating to West Ham

West Ham is the holding company for West Ham United Football Club, one of the
foremost professional football clubs in the FA Premier League, the richest
football league in world football. The Club has a history of achievement in
English and European football. The Club has won the FA Cup three times (in 1964,
1975 and 1980) and the UEFA Cup Winners Cup in 1965. The Club has completed 40
seasons in the top flight of English football during the 48 seasons since 1958/
59. Only five clubs have a better record in this regard. In the last nine years,
the Club has finished within the top ten of the FA Premier League on five
occasions, compared to the eleven top ten positions achieved in the previous 72
seasons.

West Ham also operates a very successful youth academy, with current and former
members currently representing England and other international teams across all
age groups.

West Ham has sought to promote strong links with the local community. Its
football in the community scheme is a registered charity which undertakes
programmes which encourage social inclusion and integration using football as a
vehicle to maximise personal development of young people.

Other West Ham Group companies include West Ham United Hospitality Limited,
which operates a hotel within the football stadium and provides match day and
non-match day hospitality, and West Ham United Sportswear Limited, a retail and
mail order operation for West Ham branded products.

8. Current trading and prospects

On 10 October 2006, West Ham announced its results for the year to 31 May 2006.
Revenue for the year was £60.1m (2005: £31.8m), positively impacted, most
notably, by media revenue.

Operating profit before player trading was £13.4m (2005: operating loss of
£1.9m) while profit on ordinary activities before tax for the year was £6.0m
(2005: loss of £5.1m). As at 31 May 2006, West Ham had net bank borrowings of
£22.5m, a reduction of almost 50 per cent. on the figure of £44.1m at 31 May
2003 when the club was relegated from the FA Premier League.

The year saw the Club finish in ninth place in the FA Premier League and reach
the final of the FA Cup, qualifying for Europe for the first time in seven
seasons. The associated prize money contributed significantly to group turnover.

The new season has not started as well as the Board, shareholders and supporters
would have hoped. However, the manager and the team are confident that this
early poor form can be reversed and that the Club can build on last season's
success. The Club's sound financial position, resulting from the decisive action
taken to reduce debt and control expenditure following relegation, has
facilitated significant investment in the playing squad in the last 18 months.

Financial performance is, however, linked to on-field performance and, whilst
the Board of West Ham can make no assurances about future on-field sporting
performance, it continues to view the current season with optimism.

9. Financing of the Offer

The cash consideration payable under the Offer will be funded from the existing
cash resources of Eggert Magnusson and Bjorgolfur Gudmundsson, who have
committed to provide the requisite funds to WH Holding. Seymour Pierce, joint
financial adviser to WH Holding, is satisfied that sufficient resources are
available to WH Holding to satisfy in full the cash consideration payable to
West Ham Shareholders under the terms of the Offer.

10. Management and employees

WH Holding intends to continue to run West Ham as a football business, with
operations remaining at the current locations. WH Holding believes, however,
that as part of its integrated strategy going forward, there is scope to enhance
current commercial operations.

WH Holding does not have any immediate intentions to dispose of or otherwise
change the use of any assets within the West Ham portfolio, although it would
consider any potential opportunities if and when they arise.

WH Holding will work with the executive management team of West Ham and expects
that existing members of senior management will continue to be involved in the
ongoing business of West Ham.

Following the Offer becoming or being declared unconditional in all respects,
Terry Brown has agreed to step down from the Board of the holding company of
West Ham although he will remain a director and employee of the football club.
Paul Aldridge will remain as Managing Director and Nick Igoe will remain as
Finance Director.

Upon the Offer becoming or being declared wholly unconditional, Eggert Magnusson
will assume the position of Chairman of the Board of West Ham. Thor Kristjansson
and Gudmundur J Oddsson will also be appointed to the Board of West Ham.

Following the Offer becoming or being declared wholly unconditional, Eggert
Magnusson will assume the position of Chairman of the Board of West Ham United
Football Club and Terry Brown will be appointed as non-executive Deputy Vice
Chairman. Each of Paul Aldridge, Nick Igoe and Scott Duxbury will remain as
executive Directors of West Ham United Football Club. Furthermore, upon the
Offer becoming wholly unconditional, Thor Kristjansson, Gudmundur J Oddsson and
Sighvatur Bjarnason will be appointed to the Board of West Ham United Football
Club. Sighvatur Bjarnason is the Chairman of the Board of Directors of both
Cimbric Fiskekonserves A/S and Saltur Holding ehf.

In addition, Bjorgolfur Gudmundsson will assume the position of Honorary Life
President of West Ham United Football Club and, in recognition of his service to
the Club, Terry Brown will be appointed as Honorary Life Vice-President of West
Ham United Football Club.

Following the Offer becoming or being declared wholly unconditional, Charles
Warner, Martin Cearns and Christopher Manhire have agreed to resign from the
Boards of all West Ham Group companies. In order to ensure that the traditions
of the Club are preserved, Charles Warner and Martin Cearns (whose families
founded the Club) will become Associate Members of the Club until their
respective 75th birthdays.

The Board of WH Holding has given assurances to the Board of West Ham that, on
the Offer becoming or being declared wholly unconditional, the existing
employment rights of all management and employees of the West Ham Group will be
honoured and pensions obligations complied with.

WH Holding does not have any current plans which would impact the existing
arrangements with employees. Upon the Offer becoming wholly unconditional there
will be a full strategic review before there is any substantive change in Club
strategy.

11. Disclosure of interests in West Ham Shares

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

12. Compulsory acquisition and re-registration

If WH Holding receives acceptances under the Offer in respect of, and/or
otherwise acquires, 90 per cent. or more by nominal value of the West Ham Shares
to which the Offer relates, WH Holding intends to exercise its rights pursuant
to the provisions of Sections 428 to 430F of the Companies Act 1985 to acquire
compulsorily the remaining West Ham Shares.

Following the Offer becoming unconditional in all respects, WH Holding will seek
to re-register West Ham as a private limited company.

13. General

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

The full text of the conditions and certain further terms of the Offer set out
in Appendix 1 to this announcement form part of, and should be read in
conjunction with, this announcement.

Appendix 2 to this announcement provides details of additional information
regarding the Offer, including the basis of calculations and sources of certain
information included in this announcement.

Appendix 3 to this announcement contains details of the irrevocable undertakings
received in relation to the Offer.

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

The Offer documentation setting out in full the terms and conditions of the
Offer is expected to be posted to West Ham Shareholders by 28 November 2006.

Enquiries:

Seymour Pierce (Joint Financial Adviser to WH Holding)
Keith Harris     +44 (0) 207 107 8000
Jonathan Wright
Douglas Harmer

Landsbanki (Joint Financial Adviser to WH Holding)
Arjun Kapur +44 (0) 207 866 5000

Hawkpoint (Financial Adviser to West Ham)
Patrick Wilson +44 (0) 207 665 4500
David Renton
Morgan Jones

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

Rawlings Financial PR (PR Adviser to West Ham)
John Rawlings +44 (0) 1756 770 376

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

Landsbanki, which is authorised by the Financial Supervisory Authority of
Iceland and regulated by the Financial Services Authority for the conduct of
United Kingdom business, is acting exclusively for WH Holding and no one else in
connection with the Offer and will not be responsible to anyone other than WH
Holding for providing the protections afforded to clients of Landsbanki nor for
providing advice in relation to the Offer, the content of this announcement or
any other matter referred to herein.

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

The distribution of this announcement in jurisdictions other than the UK may be
restricted by law and therefore any persons who are subject to the laws of any
jurisdiction other than the UK should inform themselves about, and observe, any
applicable requirements. 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 WH
Holding and West Ham. 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 and therefore undue reliance should not be placed
on such statements. WH Holding and West Ham 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 one per cent. or more of any class of
'relevant securities' of West Ham, all 'dealings' in any 'relevant securities'
of that company (including by means of an option in respect of, or a derivative
referenced to, any such 'relevant securities') must be publicly disclosed by no
later than 3.30 p.m. (London time) on the Business Day following the date of the
relevant transaction. This requirement will continue until the date on which the
Offer becomes, or is declared, unconditional as to acceptances, lapses or is
otherwise withdrawn or on which the 'Offer Period' otherwise ends. If two or
more persons act together pursuant to an agreement or understanding, whether
formal or informal, to acquire an 'interest' in 'relevant securities' of WH
Holding or of West Ham, 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 West Ham by WH Holding or West Ham, 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

                      CONDITIONS AND CERTAIN FURTHER TERMS
                                  OF THE OFFER

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

Conditions of the Offer

The Offer will be subject to the following conditions:

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

For the purposes of this condition:

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

(ii)    the expressions 'West Ham Shares to which the Offer relates' and 'associates' 
        shall be construed in accordance with sections 428 to 430F of the Companies Act 1985;

b)      since 31 May 2006 and except as disclosed in West Ham's annual report and accounts for the 
year then ended or as otherwise disclosed in writing prior to the date of this announcement to WH 
Holding by or on behalf of West Ham, no member of the Wider West Ham Group having:

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

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

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

WH Holding reserves the right to waive condition (b) in whole or in part and, 
in any event, has agreed to waive such condition upon satisfaction of condition(a).

Except with the Panel's consent, WH Holding will not invoke condition (b) so as
to cause the Offer not to proceed, to lapse or to be withdrawn unless the
circumstances which give rise to the right to invoke the condition are of
material significance to WH Holding in the context of the Offer.

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

Further Terms of the Offer

The Offer will lapse if it is referred to the Competition Commission before 3.00
p.m. on the later of the first closing date of the Offer and the date on which
the Offer becomes or is declared unconditional as to acceptances. In such
circumstances, the Offer will cease to become capable of further acceptance and
accepting West Ham Shareholders and WH Holding shall cease to be bound by
acceptances delivered on or before the date on which the Offer so lapses.

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

The Offer will be on the terms and will be subject, inter alia, to the
conditions which are set out in this announcement and those terms which will be
set out in the Offer Document and in the Form of Acceptance and such further
terms as may be required to comply with the provisions of the Code. This
announcement does not constitute an offer or invitation to purchase any
securities.

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

                                   APPENDIX 2

                        BASES AND SOURCES OF INFORMATION

(a)     The value attributed to the existing issued share capital of West Ham is based
        upon the 20,202,352 West Ham Shares in issue on 20 November 2006.

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

                                   APPENDIX 3

                            IRREVOCABLE UNDERTAKINGS
The following holders of West Ham Shares have given irrevocable undertakings to
accept the Offer:

Name            Number of West Ham Shares   Percentage of issued share capital

HSDL Nominees
Limited                         4,482,720                                 22.2%
Terence Brown                   2,709,280                                 13.4%
Charles Warner                  1,800,000                                  8.9%
Trustees of
the 1995 PHL
Hills Trust                     1,750,000                                  8.7%
Trustees of
the Cearns
Trust dated 15
March 1994                      1,617,000                                  8.0%
Ian Gordon                      1,157,000                                  5.7%
David Sullivan                    985,370                                  4.9%
Trustees of
the 1997 CJ
Warner Trust                      702,000                                  3.5%
Smittco
Nominees
Limited                           308,822                                  1.5%
Sally Cearns                      240,000                                  1.2%
Martin Cearns                     225,000                                  1.1%
Stephen Griggs                    202,600                                  1.0%
Jean Brown                        200,000                                  1.0%
Christopher
Hills                             200,000                                  1.0%
Brewin
Nominees
Limited                            91,700                                  0.5%
Paul Aldridge                      55,900                                  0.3%
Robin Cearns                       25,150                                  0.1%
Brewin
Nominees
(Channel
Islands)
Limited                            19,726                                  0.1%
Nicholas Igoe                         500                                  0.0%



                                   APPENDIX 4

                                  DEFINITIONS

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

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

Board          as the context requires, the board of directors of West Ham or
               the board of directors of WH Holding and the terms 'West Ham
               Board' and 'WH Holding Board' shall be construed accordingly

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

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

Club           West Ham United Football Club

Code           the City Code on Takeovers and Mergers

Companies      the Companies Act 1985 (as amended)
Act

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

FA Cup         The Football Association Challenge Cup competition

FA Premier     The Football Association Premier League Limited competition
League

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

Hawkpoint      Hawkpoint Partners Limited

Japan          Japan, its cities and prefectures, territories and possessions

Landsbanki     Landsbanki Islands hf., a company incorporated under the laws of
               Iceland with registered number 540291-2259

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

Offer          the document to be published and sent to West Ham Shareholders
Document       containing the Offer

Offer Period   the offer period (as defined in the Code) relating to West Ham,
               which commenced on 1 September 2006

Panel          the Panel on Takeovers and Mergers

Seymour        Seymour Pierce Limited
Pierce

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

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

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

West Ham       West Ham United plc

West Ham       the directors of West Ham
Directors

West Ham       West Ham and its subsidiary undertakings
Group

West Ham Share the existing unconditionally allotted or issued and fully paid
(s)            ordinary shares of 25 pence each in the capital of West Ham and
               any further shares which are unconditionally allotted or issued
               before the date on which the Offer closes (or such earlier date
               or dates, not being earlier than the date on which the Offer
               becomes unconditional as to acceptances or, if later, the first
               closing date of the Offer, as WH Holding may decide) but
               excluding in both cases any such shares held or which become held
               in treasury

West Ham       registered holders of West Ham Shares
Shareholders

West Ham       West Ham United Football Club plc
United
Football
Club

WH Holding     WH Holding Limited, a company incorporated under the laws of
               England and Wales with registered number 5993863

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

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

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






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

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