Dear Shareholder,
We hope this communication finds you well.
We write to you regarding the proposed purchase by Roundhouse Capital Holdings Limited (Roundhouse, an affiliate of The Friedkin Group (TFG)), of the entire majority shareholding in Everton Football Club Company Limited (the Club) held by Blue Heaven Holdings Limited (Blue Heaven), an entity ultimately owned by Farhad Moshiri.
We are pleased to confirm the transaction has received the requisite regulatory approvals from the Premier League, The Women’s Professional League Limited and the Financial Conduct Authority. The transaction is expected to complete imminently.
Due to new Premier League rules relating to Associated Party Transactions (APT) and as part of the steps to complete the transaction, Blue Heaven will carry out a debt-for-equity conversion to capitalise its shareholder loan balance. Under this arrangement, the existing shareholder loan from Blue Heaven to the Club will be settled and converted into 150,250 ordinary shares.
This capitalisation will result in Blue Heaven holding c.97.2% of the Club’s total issued share capital. Blue Heaven’s entire shareholding will then be purchased by Roundhouse at completion of the transaction. In addition to ensuring the Club does not negatively impact its Profit and Sustainability Rules (PSR) position and facilitating completion of the transaction, the capitalisation will also strengthen the Club’s balance sheet and ensure a significant debt is settled immediately prior to completion.
In addition, immediately following, and in connection with, completion, Roundhouse will provide further investment into the Club by way of a subscription for 1,336,537 ordinary shares. Again, due to the changes to the APT rules, this investment is taking the form of an equity subscription to avoid any negative implications on the Club’s investment in the playing squad. Following the completion of the transaction and this subscription, Roundhouse will hold c.99.5% of the issued shares in the Club.
The Club is putting forward the enclosed Written Resolutions to facilitate the capitalisation and the subscription and, therefore, completion of the transaction. A summary explanation of each of the resolutions is set out below:
Resolution 1 – This resolution proposes to clarify and remove any historic restriction on the Club’s authorised share capital.
Resolution 2 – This resolution proposes to give authority to the Club’s directors to issue a total of 1,486,787 ordinary shares consisting of: (i) 150,250 shares required to complete the proposed capitalisation; and (ii) the additional 1,336,537 shares which Roundhouse will subscribe for immediately following, and in connection with, completion of the transaction.
Resolution 3 – This resolution proposes to disapply statutory pre-emption rights to enable the Club’s directors to issue the shares required to effect the capitalisation and the subscription on a non-pre-emptive basis.
The Written Resolutions, which we can confirm Blue Heaven will vote in favour of, are being sent to all shareholders.
Instructions on how to vote on the Written Resolutions can be found here.
Should you have any questions on this or any other shareholder matter then please don’t hesitate to contact your dedicated Shareholder Liaison Officer
As always, your commitment and support to the Club as a shareholder is greatly appreciated.
Yours faithfully,
The Board of Directors
Everton Football Club Company Limited
