Placing and Offer
CELTIC PLC
20 September 1999
PLACING AND OFFER FOR SALE BY
WILLIAMS DE BROE PLC ON BEHALF OF FERGUS McCANN
Celtic plc ('Celtic' or 'the Company') announces a Placing and Offer for Sale
by Williams de Broe on behalf of Fergus McCann of 14,400,000 of his Ordinary
Shares. The Offer for Sale fulfils Fergus McCann's commitment to offer, on
his departure after five years in control of Celtic, a majority of his
Ordinary Shares to Qualifying Shareholders, Season Ticket Holders and Players
and Staff (see Definitions).
Under the Placing 4,402,272 Ordinary Shares are being firm placed with
institutional and other investors and under the Offer for Sale 9,997,728
Offered Shares are being conditionally placed with institutional and other
investors, subject to takeup by Qualifying Shareholders, Season Ticket Holders
and Qualifying Players and Staff and Other Applicants at 280p per share.
Under the Offer for Sale, priority will be given in the first instance to
Qualifying Shareholders, and after that to Season Ticket Holders who are
resident in the UK and the Republic of Ireland. In the event that there are
Offered Shares which are not taken up by Qualifying Shareholders and Season
Ticket Holders these will be available for application by Qualifying Players
and Staff and then Other Applicants. Depending on the levels of take up by
Qualifying Shareholders and Season Ticket Holders, Fergus McCann will make a
cash donation to Celtic to assist in the funding of a training academy.
Fergus McCann will dispose of his entire holding of Ordinary Shares in the
Company, save that he will retain 200,000 Ordinary Shares which are the
subject of options granted by him to certain employees of the Company.
The Offer for Sale has been fully underwritten by Williams de Broe other than
as regards certain Offered Shares in respect of which irrevocable undertakings
to take up have been obtained.
Background to the Offer and Placing
In the five financial years since Fergus McCann took control with his fellow
investors, the Company has enjoyed strong growth. During this period turnover
has risen over 385 per cent to £33.8 million and profit from operations has
increased from £282,000 to in excess of £6.7 million. At the same time over
£18.1 million (net of proceeds from the sale of other players) was spent on
the purchase of players and in excess of £41 million on the redevelopment of
Celtic Park which is now the largest capacity club stadium in the United
Kingdom with a capacity of 60,506. Average league attendances in the 1998/99
Season were 59,224 with Season Ticket sales of 53,388 (which is the largest
for a United Kingdom football club). Success on the playing field has also
been achieved, albeit to a lesser extent than is desired by the Board. All
the major Scottish trophies have been won over the last five Seasons - the
Scottish Cup in the 1994/95 Season, and the League Cup and the Scottish
Premier League Championship the 1997/98 Season. Significant progress in
European Competitions has, however, been elusive during the last five Seasons.
In April of this year, Fergus McCann resigned from his position as Managing
Director and Chairman of the Company. This was in accordance with his
publicly stated plan of holding such positions for a period limited to five
years. Whilst he is currently a non-executive director of the Company, Fergus
McCann is not standing for re-election as a director at the Annual General
Meeting of the Company to be held on 4 October 1999, and he will also be
resigning from all the Subsidiaries of which he is a director. Frank
O'Callaghan replaced Fergus McCann as Chairman in April 1999 and on 1 July
1999 Allan MacDonald took up the role of Chief Executive.
Summary Financial Record
Year to June
1999 1998 1997 1996 1995
£'000 £'000 £'000 £'000 £'000
Turnover 33,840 27,821 22,189 16,005 10,376
Profit from Operations 6,754 5,094 5,899 2,735 669
Profit/(Loss) After 550 7,101 5,152 (1,013) (401)
Taxation
Earnings/(Loss) Per 0.06p 22.65p 15.93p (3.49p) (1.73p)
Ordinary Share*
Diluted Earnings/(Loss) 1.16p 14.90p 10.83p (2.24p) (1.29p)
Per Share*
*The earnings per share calculations have been adjusted to take account of the
number of Ordinary Shares and Preference Shares in issue after the 100 for 1
share split, which took place on 21 September 1998.
Strategy
The strategy of the Company is to:-
(i) invest in all areas of the Company's football operations, its management
team, the First Team and the youth development system with the objectives
of:
(a) achieving regular football success in Scottish Competitions;
(b) restoring Celtic as a major football force in European
Competitions;
(ii) promote improvement in domestic, British and European football with a
view to enhancing the football environment in which the First Team
regularly participates;
(iii)invest in Celtic Park and other commercial facilities; and
(iv) enhance awareness of and revenues from the Celtic brand in the global
market;
in order to increase shareholder value and customer and supporter
satisfaction.
Current Trading
In the period since 30 June 1999, Celtic's footballing operations have been
strengthened by the registration of six players with the SFA and the SPL which
followed the new appointments to the football management team in June 1999,
all with a significant increase in costs. However, an increase in turnover
has been experienced compared to the same period last year.
Prospects and Developments
The growth experienced over the last five years in ticket demand, corporate
hospitality and other revenue streams has given the Board confidence that
their strategy of investment in players and management has been well received
by supporters and customers alike. The prospects for the full financial year
will, as always, be in part determined by the success of the First Team.
However, the Directors believe the Company is well positioned to react to
changes in both the football and financial environment.
The Board believes that Celtic is one of Europe's best supported teams and
that European Competitions represent a major commercial opportunity.
Details of the Placing and Offer for Sale
Offer Price per Ordinary Share comprised in the
Placing and Offer for Sale 280p
Proportion of the issued Ordinary Share capital of
the Company subject to the Placing and Offer for Sale 49.65 per cent
Number of Ordinary Shares being placed firm
pursuant to the Placing 4,402,272
Number of Offered Shares being offered pursuant
to the Offer for Sale 9,997,728
Expected Timetable
Record Date for priority entitlement for Qualifying 8 September 1999
Shareholders, Season Ticket Holders and Qualifying
Players and Staff
Latest time for receipt of Application Forms 10.00 am on
11 October 1999
Basis of allocation in respect of the Offer for 15 October 1999
Sale announced
Share Certificates to be despatched 22 October 1999
Priority Arrangements for Qualifying Shareholders, Season Ticket Holders and
Qualifying Players and Staff
All the Offered Shares are reserved for priority applications from Qualifying
Shareholders, Season Ticket Holders and Qualifying Players and Staff in the
following order:
(i) first, the Offered Shares are reserved for priority applications from
Qualifying Shareholders. The number of Offered Shares for which a
Qualifying Shareholder can apply will depend on the number of Shares held
by him or her on the Record Date;
(ii) secondly, any Offered Shares not applied for by Qualifying Shareholders
in accordance with (i) above, will be reserved for additional
applications from Qualifying Shareholders;
(iii)thirdly, any Offered Shares not taken up by Qualifying Shareholders
in accordance with (i) and (ii) above are reserved for priority
applications from Season Ticket Holders who are resident in the United
Kingdom or the Republic of Ireland; and
(iv) fourthly, any Offered Shares not taken up by Qualifying Shareholders and
Season Ticket Holders are reserved for priority applications from persons
who fall within the category - Qualifying Players and Staff.
Any Offered Shares not taken up by Qualifying Shareholders, Season Ticket
Holders and Qualifying Players and Staff in accordance with the above
will be made available to Other Applicants who are resident in the United
Kingdom.
Donation by Fergus McCann
Fergus McCann has agreed to make a cash donation to Celtic to be used towards
the capital cost required to establish a training academy. The amounts which
Fergus McCann has agreed to donate are as follows:
(a) if 7,000 or more Qualifying Shareholders take up Offered Shares under the
Offer for Sale, Fergus McCann will donate £500,000 to Celtic;
(b) if 10,000 or more Qualifying Shareholders take up Offered Shares under
the Offer for Sale, Fergus McCann will donate, in addition to the cash
sum referred to in paragraph (a) above, a further £500,000 to Celtic; and
(c) if 10,000 or more Season Ticket Holders take up Offered Shares under the
Offer for Sale, Fergus McCann will donate, in addition to cash sums (if
any) paid in accordance with paragraphs (a) and (b) above, £500,000 to
Celtic.
Save for the prospect of receiving a cash donation as above, Celtic is not
benefiting directly from the Placing and Offer for Sale.
Share Application Helpline
For queries on the procedure for application, a helpline has been set up on
0141 333 1967 between the hours of 8.00 am and 8.00 pm on Monday to Friday and
9.00 am and 6.00 pm on Saturday and Sunday.
Commenting on Fergus McCann's share sale arrangements, Allan MacDonald, Chief
Executive of Celtic plc, said:
'We thank Fergus for his considerable efforts and contribution in creating a
firm foundation for the future of the Club and the Celtic brand. We welcome
the opportunity these sale arrangements give to our existing Qualifying
Shareholders, Season Ticket Holders and Qualifying Players and Staff, to
participate in the long term success of Celtic.'
Fergus McCann said:
'I am pleased to announce the details of the sale of 14,400,000 of my shares
in Celtic that enables existing shareholders and season book holders to
increase substantially their ownership of their Club.
'I am satisfied with the progress the Club has made over the last five years.
I now look forward to once again being a full-time supporter and hopefully
watching the team and Club progress to realise its true potential, which I
believe is considerable.'
For further information contact:
Celtic plc
Allan MacDonald, Chief Executive T: 0141 551 4276
Peter McLean, Celtic PR Manager T: 0141 551 4276
Marc Popiolek, Gavin Anderson & Co (Financial PR Adviser to Celtic plc)
T: 0141 551 4212
Greig Middleton & Co Limited (Financial Adviser to Celtic plc)
Hugh Nash
T: 0141 240 4000
Barkers Scotland (PR Adviser to Fergus McCann)
Robert Bain
T: 0141 248 5030
Williams de Broe Plc (Financial Adviser to Fergus McCann)
Tim Worledge
Joe Nally
T: 0171 588 7511
DEFINITIONS
'European Competitions' the European Cup and the UEFA Cup
'Offered Shares' up to 9,997,728 Ordinary Shares comprised in the
Offer for Sale
'Other Applicants' any applicant for Offered Shares resident in the
United Kingdom, other than Priority Applicants
'Priority Applicants' Qualifying Shareholders, Season Ticket Holders and
Qualifying Players and Staff
'Qualifying Players and
Staff' a player or an employee of the Company as at
the Record Date who is paid on a monthly basis by
the Company and has worked over 15 hours per week
for the Company since before 1 January 1999
'Qualifying Shareholders' holders of Shares on the register of members of
the company as at the Record Date excluding Overseas
Shareholders who are not entitled to participate in
the Offer for Sale
'Scottish Competitions' the Scottish Cup, the Scottish Premier League and
the League Cup
'Season Ticket Holder' a holder of a 1999/2000 Season Ticket on the
Company's register of Season Tickets as at the
Record Date and resident in the United Kingdom or
the Republic of Ireland
The contents of this release have been approved for the purposes of Section 57
of the Financial Services Act 1986 by Greig Middleton & Co Limited which is
authorised to conduct investment business under the Financial Services Act
1986 by the Securities and Futures Authority Limited.