Announcements and notices
Mandatory cash offer by Trillion Trophy Asia Limited (“Trillion Trophy”) under Rule 9 of the UK City Code on Takeovers and Mergers (the “UK Takeover Code”) for those 2,735,799 ordinary shares in Birmingham City PLC (“Birmingham City”) (representing approximately 3.36% of the total issued ordinary share capital of Birmingham City) not held by Birmingham International Holdings Limited (“BIHL”), by virtue of the “chain principle” set out in Note 8 to Rule 9 of the UK Takeover Code (the “Mandatory Offer”).
ACCESS TO THIS SECTION OF THE WEBSITE MAY BE RESTRICTED UNDER SECURITIES LAWS IN CERTAIN JURISDICTIONS. THIS NOTICE REQUIRES YOU TO CONFIRM CERTAIN MATTERS (INCLUDING THAT YOU ARE NOT RESIDENT IN SUCH A JURISDICTION), BEFORE YOU MAY OBTAIN ACCESS TO THE INFORMATION ON THIS SECTION OF THE WEBSITE. THESE MATERIALS ARE NOT DIRECTED AT PERSONS RESIDENT IN ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF THAT JURISDICTION (A “RESTRICTEDJURISDICTION”).
Access to the website
Please read this notice carefully as it applies to all persons who wish to view this part of the website and, depending upon who you are and where you live, it may affect your rights and responsibilities. This part of the website contains information on the Mandatory Offer. Please note that this disclaimer may be altered or updated. You should read it in full each time you wish to visit this part of the website.
For regulatory reasons we have to ensure you are aware of the appropriate regulations for the country which you are in. To allow you to view details relating to the Mandatory Offer, you have to read the following before clicking the link at the bottom of this page. If you are unable to agree to the terms of this disclaimer you should not click the link below.
The Mandatory Offer has not been made, directly or indirectly, in or into, any Restricted Jurisdiction. Accordingly, the contents of this website are not being, and must not be, made available, released or otherwise forwarded, distributed or sent, in whole or in part, in or into a Restricted Jurisdiction and persons receiving such documents (including, without limitation, custodians, nominees and trustees) must not distribute or send them in, into or from a Restricted Jurisdiction.
Viewing the information in this part of the website may not be lawful in certain jurisdictions. In other jurisdictions, only certain categories of person are allowed to view this information.
The release, publication or distribution of any announcement or document relating to the Mandatory Offer in or into jurisdictions outside the United Kingdom may be restricted by the laws of those jurisdictions and therefore persons into whose possession any such announcement or document comes should inform themselves about and observe any such restrictions. Failure to comply with any such restrictions may constitute a violation of the securities laws of any such jurisdiction. To the fullest extent permitted by applicable law, Birmingham City, BIHL, Trillion Trophy and Mr Suen Cho Hung, Paul (“Mr Suen”) disclaim any and all responsibility or liability for the violation of such restrictions by any person.
If you are not permitted to view the information on this part of the website, or you are in any doubt as to whether you are permitted to view the information, please exit this webpage and do not click on the link below.
Cautionary note regarding forward-looking statements
This part of the website and the information contained in it may contain certain forward-looking statements with respect to the financial condition, results of operations and business of Birmingham City, BIHL and/or Trillion Trophy. These forward-looking statements can be identified by the fact that they do not relate only to historical or current facts. Forward-looking statements often use words such as "anticipate", "target", "expect", "estimate", "intend", "plan", "goal", "believe", "hope", "aims", "continue", "will", "may", "should", "would", "could", or other words of similar meaning. These statements are based on assumptions and assessments made by Birmingham City, BIHL, Trillion Trophy and/or Mr Suen in light of their experience and their perception of historical trends, current conditions, future developments and other factors they believe appropriate. By their nature, forward-looking statements involve risk and uncertainty, because they relate to events and depend on circumstances that will occur in the future and the factors described in the context of such forward-looking statements could cause actual results and developments to differ materially from those expressed in or implied by such forward-looking statements. Although it is believed that the expectations reflected in such forward-looking statements are reasonable, no assurance can be given that such expectations will prove to have been correct and you are therefore cautioned not to place undue reliance on these forward-looking statements which speak only as at the date on which they are made. Birmingham City, BIHL, Trillion Trophy and Mr Suen do not undertake any obligation to update or publicly revise forward-looking statements (whether as a result of new information, future events or otherwise), except to the extent required by applicable law or regulation.
There are several factors which could cause actual results to differ materially from those expressed or implied in forward-looking statements. Among the factors that could cause actual results to differ materially from those described in the forward-looking statements are changes in the global, political, economic, business, competitive, market and regulatory forces, future exchange and interest rates, changes in tax rates and future business combinations or dispositions.
Basis of access to documents and announcements
Access to the electronic version of any documents or announcements relating to the Mandatory Offer are being made available on this website in good faith and for information purposes only. Any person seeking access to this part of the website represents and warrants to Birmingham City, BIHL, Trillion Trophy and Mr Suen that they are doing so for information purposes only.
The information contained in this part of the website is not intended to and does not constitute or form any part of an offer to sell or an invitation to purchase or otherwise subscribe for or purchase any securities nor the solicitation of acceptance or approval of an offer to buy securities, pursuant to the Mandatory Offer or otherwise, in any Restricted Jurisdiction.
The Mandatory Offer has been effected by means of a formal offer document which contains the full terms and conditions of the Mandatory Offer, including details of how to accept the Mandatory Offer. Birmingham City shareholders should seek advice from an independent financial adviser as to the suitability of any action concerned. Any action required by a Birmingham City shareholder in connection with the Mandatory Offer will only be set out in documents sent to or made available to shareholders and any decision made by such shareholders should be made solely and only on the basis of information provided in those documents.
You should not forward, transmit or show the information contained in this part of the website to any person. In particular, you should not forward or transmit the information contained in this part of the website in or into any Restricted Jurisdiction.
Subject to any continuing obligations under applicable law or any relevant regulatory requirements, Birmingham City, BIHL, Trillion Trophy and Mr Suen expressly disclaim any obligation to disseminate any updates or revisions to any statements in any documents or announcements on this website in relation to the Mandatory Offer to reflect any change in expectations or events, conditions or circumstances on which any such statements are based.
By clicking the link below, you represent and warrant that:
• you have read and understood the terms set out above and which you understand may affect your rights and responsibilities;
• you are not (nor do you act on behalf of someone who is) resident in any country or jurisdiction that renders the accessing of this section of the website illegal or otherwise resident in any Restricted Jurisdiction;
• you will not copy, forward, transfer or distribute, in whole or in part, by any means any information available from this part of the website to any person who is resident or located in a Restricted Jurisdiction;
• you are lawfully entitled to access the information available to you in this website under all applicable laws and regulations and are otherwise permitted to proceed to this part of the website; and
• no person (including Birmingham City, BIHL, Trillion Trophy or Mr Suen) will breach any applicable law or regulation in connection with your access to this website.
Announcements and Offer Documentation
BCP UK Announcement -click here
Birmingham City Consent Letter - click here
VSA Consent Letter - click here
Birmingham International restructuring completed, Firm Offer for Birmingham City - click here
Cover letter - Mr Suen - click here
Form of Acceptance - Offer for Birmingham City - click here
Trillion Trophy Offer for Birmingham City - click here
Birmingham City - announcement re closing of offer inc acceptance figure - click here
Birmingham City - announcement re end of compulsory acquisition period - click hereDocuments available for inspection
- Statements June 2014 - Financial - click here
- Statements June 2015 - Financial - click here
- Statements June 2016 - Financial - click hereMemorandum of Association
Birmingham City plc Memorandum of Association - click here
TTA Ltd Memorandum and Articles of Association - click hereOther disclosures
- Articles of Association Birmingham City PLC - click here
- Rule 8.3 Disclosure - click here