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Millwall Holdings Plc
(“Millwall” or the “Company”)
Amendment to Loan Facilities & Consent to Issue New Loan Notes
The Company on 17 December 2009 completed an amendment and restatement agreement
(“Amendment Agreement”) to the unsecured loan facility agreement with Chestnut
Hill Ventures LLC (“CHV”) dated 25 November 2008 (as amended on 20 October 2009)
(“Unsecured Facility Agreement”) pursuant to which CHV has agreed to provide an
additional Facility B Loan to the Company of up to £1.7 million. With the
provision of this Facility B Loan the total loan facility under the Unsecured
Facility Agreement has increased from £4.3 million to £6 million. The Facility B
Loan will carry interest at the rate of 15 per cent per annum.
Under the Amendment Agreement the repayment date of the Facility A Loan already
advanced to the Company has been extended to 31 March 2011. The repayment date
of the new Facility B Loan is also 31 March 2011. Other than those terms stated
above, the principal terms of the Unsecured Facility Agreement will remain the
same.
The monies to be advanced to Millwall by CHV as a result of the Amendment
Agreement will be used for general working capital purposes.
The Company has [today] also completed an amendment to the secured facility
agreement with CHV originally dated 1 March 2007 (as amended and restated on 2
April 2008 and further amended on 30 June 2008) (“Secured Facility Agreement”)
to allow the Company to issue loan notes.
The amendment to the Secured Facility Agreement permits the Company to issue
unsecured and non-convertible loan notes (“Loan Notes”). When issued, the Loan
Notes will carry interest at the rate of 15 per cent per annum and the Company
will have the option to issue further loan notes (‘PIK’ or ‘Payment-In-Kind’
notes) in lieu of paying interest. The redemption date of the Loan Notes is to
be agreed but will be on or after 31 March 2011.
John Berylson, a director of the Company, has a controlling interest in CHV and
CHV is a substantial shareholder in the Company therefore the agreements
constitute a related party transaction under the AIM Rules. The directors of the
Company (other than John Berylson and Demos Kouvaris who are both directors of
CHV), consider, having consulted with Seymour Pierce Limited, that the terms of
the transactions are fair and reasonable insofar as shareholders of the Company
are concerned.
Contacts:
Millwall: Andy Ambler 020 7232 1222 Tom Simmons 020 7232
1222
Seymour Pierce: Tom Sheldon 020 7107 8000
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