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