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Celtic PLC (CCP)

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Friday 29 June, 2001

Celtic PLC

Issue of Debt

Celtic PLC
29 June 2001


29 June 2001


CELTIC PLC

Offer for Subscription by Old Mutual Securities of New Convertible Preferred
Ordinary Shares

Celtic Plc ('Celtic' or the 'Company') announces its intention to raise up to
£25 million (before expenses) by the issue of up to 20 million New Convertible
Preferred Ordinary Shares which will be offered for subscription by Old Mutual
Securities on behalf of the Company at 125p per share.

Background to the Offer

Celtic has achieved outstanding success during the past twelve months in all
Scottish Competitions, winning the Scottish Premier League, the League Cup and
the Scottish Cup under the guidance of its new manager Martin O'Neill.  Next
season, Celtic will participate in the Champions League for the first time
since 1998/99.  Celtic last achieved the domestic Treble in 1969 under the
management of Jock Stein.

The Board of Celtic is already looking to next season and to the future.  To
build upon its recent achievements and to achieve its strategic objectives,
Celtic is seeking to raise new funds through the Offer for Subscription, which
is not being underwritten.  Funds raised will be invested in the Celtic First
Team squad;  Celtic's scouting , coaching, training and youth development
operations;  Celtic's Multimedia and Communications operations and;  other
related revenue generating capital projects.



The Offer for Subscription



On behalf of the Company, Old Mutual Securities is offering 20,000,000 New
Convertible Preferred Ordinary Shares of 100p at the offer price of 125p per
share.  Applications for the New Convertible Preferred Ordinary Shares being
offered may be made by Qualifying Shareholders, Season Ticket Holders and
Qualifying Players and Staff and also other applicants.  The minimum amount in
respect of which applications for New Convertible Preferred Ordinary Shares
may be made is 400 New Convertible Preferred Ordinary Shares at a total
subscription price of £500.  Applications for New Convertible Preferred
Ordinary Shares in excess of £500 in value may be made for shares of a value
of £1,000, £2,000, £5,000 and thereafter in multiples of £2,500.



Applications for New Convertible Preferred Ordinary Shares must be posted or
delivered by hand to the Receiving Agents and Registrars, Computershare
Investor Services Plc, P.O. Box 859, The Pavilions, Bridgwater Road, Bristol
BS99 1XZ or by hand only during normal business hours to Computershare
Investor Services Plc, Celtic Park, Glasgow G40 3RE, or 7th Floor, Jupiter
House, Triton Court, 14 Finsbury Square, London EC2A 1BR.  Applications in
Ireland should be sent or delivered to NCB Stockbrokers, 3 George's Dock,
International Financial Services Centre, Dublin 1.



Applications for New Convertible Preferred Ordinary Shares must be received by
Computershare Investor Services Plc, or NCB Stockbrokers (in the case of
Ireland) no later than 10.00 a.m. on 27 July 2001.



The basis of allocation of the New Convertible Preferred Ordinary Shares is
expected to be announced to the London Stock Exchange on 31 July 2001 and
thereafter details of the basis of allocation will be placed on the Celtic
website (www.celticfc.net).



Application has been made to the UKLA and the London Stock Exchange for the
New Convertible Preferred Ordinary Shares to be admitted to the Official List
and to trading on the London Stock Exchange.  It is expected that admission
will become effective and that dealings will commence in the New Convertible
Preferred Ordinary Shares on 3 August 2001.



The Offer for Subscription is conditional upon the Offer Agreement dated 29
June 2001 between the Company and Old Mutual Securities, becoming
unconditional and not having been terminated.  The Offer Agreement is subject,
inter alia, to fulfilment of the following conditions by the date specified
below or such later date as Old Mutual Securities and the Company may agree
but in any event not later than 31 August 2001:



-              Shareholders having approved the Resolutions (referred to
below) at the Extraordinary General Meeting of the Company to be held at 10.00
a.m. on 31 July 2001



-              The holders of the Ordinary Shares and Preference Shares having
given the appropriate approvals at the separate class meetings of those
shareholders to be held following the Extraordinary General Meeting on 31 July
2001



-              Admission of the New Convertible Preferred Ordinary Shares to
listing on the Official List of the UKLA and to trading on the London Stock
Exchange's market for listed securities becoming effective by 7.30 a.m. on 3
August 2001



New Convertible Preferred Ordinary Shares



The New Convertible Preferred Ordinary Shares which are to be offered for
subscription, will have the following rights:



-              The Company shall (from 30 June 2004) in priority to any rights
of the holders of any other class of shares pay in respect of New Convertible
Preferred Ordinary Share a fixed cumulative preferential cash dividend (the '
Fixed Preferred Dividend') at the rate of 4 per cent. (per annum applied to
the amount subscribed therefor).



The Fixed Preferred Dividend shall accrue from day to day (on the basis of a
365 or 366 day year as appropriate) and shall be paid yearly in arrears on 31
August in each appropriate year (the 'Preferred Dividend Payment Date').  The
first payment shall be payable to holders of New Convertible Preferred
Ordinary Shares on the share register as at 30 June 2004 and shall be
calculated to 30 June 2004 and made on 31 August 2004 (the first Preferred
Dividend Date) thereafter payment shall be made annually on 31 August in
respect of the 12 months ending on 30 June (and payable to the holders on the
share register as at 30 June) up until (and including) 31 August 2007,
following which the shares will convert in accordance with the conversion
provisions below.  The Fixed Preferred Dividend shall be payable out of the
distributable profits of the Company without any resolution to the Directors
or of the Company in general meeting.



In respect of the first year to 30 June 2002, the Fixed Preferred Dividend
shall be the pro rata amount of 4 per cent. that the period from the date of
issue of the New Convertible Preferred Ordinary Shares (to be 31 July 2001) to
30 June 2002 bears to the period of 1 July 2001 to 30 June 2002.



-              In addition to the Fixed Preferred Dividend, the holders of New
Convertible Preferred Ordinary Shares will be entitled to be paid a
participating dividend ('the Participating Dividend').  From 30 June 2004 this
Participating Dividend will be paid in priority to any dividend being paid on
the existing Ordinary Shares and Preference Shares.  The Participating
Dividend will be paid by reference to the First Team's success in the
Champions League:



a)            if Celtic does not qualify for the Champions League or does not
qualify as one of the final (16) team's participating in that competition then
the Participating Dividend relating to that year will be zero;



b)            if Celtic progresses in the Champions League so that it reaches
the final (16) team's and progresses no further, the Participating Dividend
relating to that year will be (2 per cent.) of the Offer Price;



c)            if Celtic progresses in the Champions League so that it reaches
the final (8) team's and progresses no further, then the Participating
Dividend relating to that year will be (4 per cent.) of the Offer Price; or



d)            if Celtic progresses in the Champions League so that it reaches
the final (4) of that competition then the Participating Dividend relating to
that year will be (6 per cent.) of the Offer Price.



The first payment date for the Participating Dividend shall be 31 August 2004
to holders of New Convertible Preferred Ordinary Shares on the share register
as at 30 June 2004 in respect of the Participating Dividends payable for each
of the years to 30 June 2002, 30 June 2003 and 30 June 2004.  Thereafter any
Participating Dividend shall be paid on 31 August to holders of New
Convertible Preferred Ordinary Shares on the share register as at 30 June in
respect of any such dividend accrued in the preceding year to 30 June.



If European football is restructured so that the Champions League no longer
exists or it is no longer possible for Celtic to qualify, then the
Participating Dividend will be paid in respect of Celtic's participation in
such European competitions as the Board of Celtic may in its absolute
discretion specify.



The Fixed and Participating Dividends attached to the New Convertible
Preferred Ordinary Shares will only be capable of being paid if sufficient
distributable reserves to permit the payment of those dividends are available.
  To the extent that insufficient distributable reserves available, the unpaid
dividends will be carried forward until such time as there are sufficient
distributable reserves for the payment of them.  To the extent at conversion
that any unpaid Fixed and Participating Dividends cannot be paid the
outstanding amount will be satisfied by enhanced conversion rights on the
basis set out below.



-              On return of capital on liquidation or otherwise, holders of
New Convertible Preferred Ordinary Shares will have all arrears and accruals
of Fixed and Participating Dividends and the subscription price of the New
Convertible Preferred Ordinary Shares paid to them in priority to any sum
being paid on or in respect of any other shares.



-              Each New Convertible Preferred Ordinary Share and each Ordinary
Share will carry one vote at a  general meeting of the Company.



On 1 September 2007 each New Convertible Preferred Ordinary Share will be
converted into Ordinary Shares and Deferred Shares.  The numbers of these
shares to which holders of New Convertible Preferred Ordinary Shares will be
entitled will be based on the average middle market price, being the average
of the middle market quotations (in pence) for an Ordinary Share as derived
from the London Stock Exchange Daily Official List for each of the three
dealing days prior to the New Convertible Preferred Ordinary Conversion Date(
being 1 September 2007), of an Ordinary Share in the last three dealing days
prior to that date.  If this average middle market price is 125p or more and
no Fixed or Participating Dividends payable on the New Convertible Preferred
Ordinary Shares are outstanding then the formula provides for each New
Convertible Preferred Ordinary Share to convert into 1 Ordinary and 99
Deferred Shares.  If the average middle market price of an Ordinary Share is
less than 125p and no Fixed or Participating Dividends payable on the New
Convertible Preferred Shares are outstanding, each New Convertible Preferred
Ordinary Share will be converted into a number of Ordinary Shares determined
by dividing 125p by the average middle market price and a correspondingly
reduced number of Deferred Shares will be created.  So, for example, if the
average middle market price is 62.5p each New Convertible Preferred Ordinary
Share will convert into 2 Ordinary Shares and 98 Deferred Shares.  Each New
Convertible Preferred Ordinary Share will convert into a maximum of 3.125
Ordinary Shares.  Accordingly, the average middle market price will be deemed
to be 40p even if the actual average market price falls below this level.



-              In the event that at 1 September 2007 any of the dividends due
in respect of the New Convertible Preferred Ordinary Shares (as summarised
above) are still outstanding then those outstanding dividend payments will be
deemed to be cancelled and forgiven and their value shall be reflected in
increasing the number of Ordinary Shares into which the sub-divided New
Convertible Preferred Ordinary Shares convert and decreasing the number of
Deferred Shares accordingly.  The maximum number of Ordinary Shares into which
the unpaid dividends of New Convertible Preferred Ordinary Share could
theoretically convert is 100 Ordinary Shares for each New Convertible
Preferred Ordinary Share.

-              In the event of any capitalisation issue, rights issue, open
offer, consolidation, sub-division or reduction or other variation of share
capital by the Company, the number of Ordinary Shares (and the corresponding
number of Deferred Shares) into which the New Convertible Preferred Ordinary
Shares convert may, if the Board considers it appropriate, be adjusted in such
manner as the Company's auditors confirm in writing to be fair and reasonable.
  The Deferred Shares will have no voting rights and no valuable economic
rights and shall be non-transferable.  The Deferred Shares will not be listed.

-               Assuming that 20 million New Convertible Preferred Ordinary
Shares are issued, on admission they will as a class hold approximately 40.6
per cent. of the votes capable of being cast at a general meeting of the
Company.  Assuming (i) that there are no arrears of dividend due in respect of
the New Convertible Deferred Ordinary Shares on 1 September 2007, (ii) that no
further Ordinary Shares are issued between the date of this announcement and 1
September 2007, and (iii) that the middle market price of the Ordinary Shares
is 125p or more at 1 September 2007 and (iv) no Preference Shares have
converted to Ordinary Shares, the New Convertible Preferred Ordinary Shares
will convert on 1 September 2007 into Ordinary Shares representing
approximately 40.6 per cent. of the enlarged ordinary share capital of the
Company at that date.

Adoption of New Articles of Association

It is proposed that the Company should at its Extraordinary General Meeting
(subject to approval at the Separate Class Meetings) adopt new articles of
association to (i) reflect its new capital structure, (ii) to reflect the
proposed increase to the Company borrowings powers, (iii) to adjust the
conversion rights attaching to the existing Preference Shares thereby
simplifying the Company's capital structure and (iv) to clarify the class
rights of each class of share.  The Extraordinary General Meeting is to be
held at Celtic Park, Glasgow G40 3RE at 10.00 a.m. on 31 July 2001 and
separate class meetings of the holders of Ordinary Shares and Preference
Shares are to be held immediately following the Extraordinary General Meeting.
At the Extraordinary General Meeting, resolutions will be proposed:

(i)           to increase the Directors' borrowing powers to two times the
Company's Adjusted Capital and Reserves (as defined in the Company's existing
and proposed new articles of association)

(ii)          to increase the authorised share capital of the Company from £
12,950,000 to £32,950,00 by the creation of 20,000,000 New Convertible
Preferred Ordinary Shares in order to permit the issue of the New Convertible
Preferred Ordinary Shares under the Offer for Subscription (ordinary
resolution);

(iii)        to grant the Directors general authority pursuant to Section 80
of the Act to allot shares up to a maximum nominal amount of £21,557,500
(ordinary resolution);

(iv)         to approve the proposed fund raising by means of the Offer for
Subscription (special resolution);

(v)          to disapply the shareholders' statutory pre-emption rights in
relation, inter alia, to the issue of New Convertible Preferred Ordinary
Shares to be offered pursuant to the Offer for Subscription (special
resolution); and

(vi)         to adopt new articles of association to deal with the matters
described above (special resolution).

The Directors have no present intention of issuing any part of the unissued
authorised share capital other than in connection with the Offer for
Subscription and for the purposes of issuing Ordinary Shares pursuant to the
exercise of options referred to above.  In addition, subject to obtaining all
relevant shareholder approvals, the Board has agreed in principle with Martin
O'Neill, Celtic's Football Manager, in lieu of his existing option
entitlements, to grant him options over New Convertible Preferred Ordinary
Shares to the value of £2 million at the time of issue.

Details of the Offer for Subscription


Offer price per New Convertible Preferred Ordinary Share comprised  125p
in the Offer

Number of New Convertible Preferred Ordinary Shares being offered   20,000,000
pursuant to the Offer

The New Convertible Preferred Ordinary Shares as a percentage of    40.6 per
the enlarged Ordinary                                               cent.

Share capital *
Net proceeds to the Company of the Offer *                          £24,250,000

*             assuming the Offer is fully subscribed assuming no conversion of
Preference Shares

Availability of the Prospectus

A copy of the Prospectus will be sent to all shareholders.  Copies of the mini
Prospectus (or if requested, copies of the Prospectus itself) may be obtained
in person from:

Celtic Plc, Celtic Park, Glasgow G40 3RE.

Old Mutual Securities, Old Mutual Place, 2 Lambeth Hill, London EC4V 4GG.

NCB Stockbrokers, 3 George's Dock, International Financial Services Centre,
Dublin 1

Gerrard Limited, 100 Queen Street, Glasgow G1 3DL

Expected Timetable

Record date for entitlement for Qualifying Shareholders       28 June 2001
Latest time and date for receipt of application forms         10.00 a.m. on 27
                                                              July 2001

and subscription monies
Extraordinary General Meeting (and Separate Class meetings)   10.00 a.m. on 31
                                                              July 2001
Basis of allocation in respect of the Offer for Subscription  31 July 2001
announced
Dealings expected to commence                                 3 August 2001
Share certificates expected to be despatched by               15 August 2001

Share Application Helplines

For queries on the procedure for application a helpline has been set up for
enquiries in the UK on 0870 702 0192. The helpline will be available between
the hours of 8.30 a.m. and 7.00 p.m. on Monday to Friday and 9.00 a.m. to 1.00
p.m. on Saturday.  A further helpline, which will be available during normal
business hours, has been set up for applicants in Ireland on telephone 01 611
5601.

Commenting on the Offer for Subscription,  Brian Quinn, Chairman of Celtic Plc
said:

'We believe that investors and supporters will find this an attractive offer,
with the additional feature that should Celtic progress in future Champions
League campaigns then subscribers will receive corresponding financial
benefits'

Ian McLeod, Chief Executive of Celtic Plc, added:

'Celtic has one of the largest world-wide supporter bases of any football
team. The Offer for Subscription  will provide us with the funds necessary to
sustain our on field success and exploit new technology to unlock
international revenue streams previously unavailable in the growth of our
Brand'

For further information contact

Brian Quinn,
(Chairman, Celtic plc)                    Telephone 0141 551 4298
Ian McLeod,
(Chief Executive, Celtic plc)             Telephone 0141 551 4298
Kate Cunningham,
(Celtic PR Manager)                       Telephone 0141 551 4276

Neil Garnett, Keith Brookbank
(Gavin Anderson & Co.,
Financial PR adviser to Celtic Plc)       Telephone 020 7457 2345

Graeme Cull
Old Mutual Securities
(Financial adviser to Celtic Plc)         Telephone 020 7002 4600


Definitions

The following definitions apply throughout this document unless the context
requires otherwise:

'Act'           the Companies Act 1985, as amended

'Admission'     the admission of the New Convertible Preferred Ordinary Shares
                to listing on the Official List of the UKLA and to trading on
                the London Stock Exchange's market for listed securities and
                references to Admission becoming effective are to be construed
                in accordance with paragraph 7.1 of the Listing Rules;

'Applicants'    any applicant for New Convertible Preferred Ordinary Shares

'Board' or '    the directors of the Company
Directors'

'Champions      the UEFA Champions League
League'

'Class Meetings separate class meetings of the holders of Ordinary Shares and
'               the holders of Preference Shares to be held at 10.10 am and
                10.15 am respectively on 31 July 2001

'Commencement   commencement of dealings in the New Convertible Preferred
of Dealings'    Ordinary Shares on the London Stock Exchange

'Deferred       means deferred shares of 1p each in the capital of the Company
Shares'         arising from the conversion of the New Convertible Preferred
                Ordinary Shares or the conversion of the Preference Shares

'Extraordinary  the extraordinary general meeting of the Company convened for
General Meeting 10.00 am on 31 July 2001
' or 'EGM'

'New            up to 20,000,000 Convertible Preferred Ordinary Shares of 100p
Convertible     each in the capital of the Company
Preferred
Ordinary Shares
'

 'Offer for     the offer for subscription of the New Convertible Preferred
Subscription'   Ordinary Shares by Old Mutual Securities on behalf of the
or 'Offer'      Company at the Offer Price as described in this document

'Offer          the agreement dated 29 June 2001 between the Company (1) and
Agreement'      OMS (2) under which OMS has agreed as agent for the Company to
                arrange the Offer

'Offer Price'   125p per New Convertible Preferred Ordinary Share

'Ordinary       ordinary shares of 1p each in the capital of the Company
Shares'

'Overseas       Shareholders on the register of members of the Company on
Shareholders'   Record Date other than those resident in the United Kingdom

'Preference     convertible cumulative preference shares of 60p each in the
Shares'         capital of the Company

'Qualifying
Shareholders'

'Shares'        Ordinary Shares and/or Preference Shares and/or New Convertible
                Preferred Ordinary Shares and/or Deferred Shares, as the
                context may require

'Shareholder'   a holder of Shares on the Record Date

'UK Listing     UK Listing Authority, a division of the Financial Services
Authority' or ' Authority
UKLA'



                                                                                
                                                                                
        

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