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Open Offer to Shareholders

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Open Offer to Shareholders THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. If you are in any doubt about the contents of this document or as to the action you should take, you are recommended to seek your own financial advice as soon as possible from your stockbroker, bank manager, solicitor, accountant or other appropriate independent financial adviser duly authorised under FSMA if you are resident in the UK or, if not, from another appropriately authorised independent financial adviser. This document, which comprises a prospectus relating to the Open Offer, has been prepared in accordance with the Prospectus Rules and the AIM Rules, approved by the FSA in accordance with section 85 of FSMA and filed with the FSA in accordance with paragraph 3.2.1 of the Prospectus Rules. This document will be made available to the public in accordance with paragraph 3.2.1 of the Prospectus Rules by the same being made available at www.millwallholdingsplc.co.uk. This document can also be obtained on request from the Company’s receiving agent, Computershare Investor Services PLC. If you sell or have sold or otherwise transferred all of your Existing Ordinary Shares in certificated form before the date on which the Existing Ordinary Shares are marked ex-entitlement to the Open Offer by the London Stock Exchange (“ex-entitlement date”), please send this document together with the Application Form and Form of Proxy and the reply-paid envelope at once to the purchaser or transferee or to the stockbroker, bank or other agent through whom the sale or transfer was made for delivery to the purchaser or transferee except that such documents should not be sent to any jurisdiction where to do so might constitute a violation of local securities laws or regulations, including but not limited to the United States and the other Restricted Jurisdictions. If you sell or have sold or otherwise transferred only part of your holding of Existing Ordinary Shares you should refer to the instructions regarding split applications set out in the Application Form. The Existing Ordinary Shares are admitted to trading on AIM. Application will be made to the London Stock Exchange for the New Ordinary Shares to be admitted to trading on AIM. It is expected that Admission will become effective and that dealings in the New Ordinary Shares will commence on AIM at 8.00 a.m. on 20 December 2010. AIM is a market designed primarily for emerging or smaller companies to which a higher investment risk tends to be attached than to larger or more established companies. AIM securities are not admitted to the Official List of the United Kingdom Listing Authority. A prospective investor should be aware of the risks of investing in such companies and should make the decision to invest only after careful consideration and, if appropriate, consultation with an independent financial adviser. Each AIM company is required pursuant to the AIM Rules for Companies to have a nominated adviser. The nominated adviser is required to make a declaration to the London Stock Exchange on Admission in the form set out in Schedule Two to the AIM Rules for Nominated Advisers. The London Stock Exchange has not itself examined or approved the contents of this document. Millwall Holdings plc (Incorporated and registered in England and Wales under the Companies Act 1985 with registered number 2355508) Open Offer of up to 1,129,830 New Ordinary Shares at £10 per New Ordinary Share on the basis of 3 New Ordinary Shares for every 1 Existing Ordinary Share Notice of Extraordinary General Meeting Capitalised terms have the meaning given to them in Part 8 of this document. The whole of this document (and in particular the risk factors set out on pages 8 to 10 of this document) should be read. Shareholders should review the risk factors set out on pages 8 to 10 of this document for a discussion of certain factors that should be considered when deciding on what action to take in relation to the Open Offer or deciding whether or not to subscribe for New Ordinary Shares. Your attention is also drawn to the Chairman’s letter in Part 1 of this document. Qualifying non-CREST Shareholders will find an Application Form enclosed with this document. It is expected that Qualifying CREST Shareholders will receive a credit to their appropriate Stock Accounts in CREST in respect of their Open Offer Entitlements which will be enabled for settlement on 18 November 2010. Applications under the Open Offer may only be made by Qualifying Shareholders originally entitled or by a person entitled by virtue of a bona fide market claim arising out of a sale or transfer of Existing Ordinary Shares prior to the date on which the Existing Ordinary Shares were marked ex the entitlement to the Open Offer by the London Stock Exchange. If the Open Offer Entitlements are for any reason not enabled by 18 November 2010 or such later time as the Company may decide, an Application Form will be sent to each Qualifying CREST Shareholder in substitution for the Open Offer Entitlements credited to the Stock Accounts in CREST. The latest time and date for acceptance and payment in full under the Open Offer is 11.00 a.m. on 16 December 2010. The procedure for application and payment is set out in Part 4 of this document, and if relevant, in the Application Form. Notice of an Extraordinary General Meeting of the Company to be held at The Den, Zampa Road, London SE16 3LN at 11.30 a.m. or as soon as possible after the conclusion of the AGM on 17 December 2010 is set out at the end of this document. Shareholders will find enclosed with this document a Form of Proxy for use at the Extraordinary General Meeting. Whether or not you intend to attend the Extraordinary General Meeting in person, please complete and sign the Form of Proxy in accordance with the instructions printed on it and return it to the Company’s registrars, Computershare, as soon as possible and, in any event so as to be received no later than 11.30 a.m. on 15 December 2010. The completion of the Form of Proxy will not prevent you from attending and voting in person at the Extraordinary General Meeting or any adjournment thereof, if you so wish and are entitled. Singer Capital Markets Limited, which is authorised and regulated in the United Kingdom by the Financial Securities Authority, is acting exclusively for the Company and for no-one else in connection with the Open Offer and will not regard any other person (whether or not a recipient of this document) as a client in relation to the Open Offer or Admission and will not be responsible to anyone other than the Company for providing the protections afforded to its clients or for providing advice in relation to the Open Offer or Admission or any other matter referred to in this document. Apart from the responsibilities and liabilities, if any, which may be imposed on Singer Capital Markets Limited by FSMA or the regulatory regime established thereunder, Singer Capital Markets Limited does not accept any responsibility whatsoever and makes no representation or warranty, express or implied, for the contents of this document including its accuracy, completeness or verification or for any other statement made or purported to be made by it or on its behalf in connection with the Company, the Open Offer or Admission and nothing in this document is or shall be relied upon as a promise or representation in this respect, whether as to the past or future. Singer Capital Markets Limited accordingly disclaims all and any liability whatsoever, whether arising in tort, contract or otherwise (save as referred to above) which it might otherwise have in respect of this document or any such statement. Neither the Existing Ordinary Shares nor the New Ordinary Shares have been or will be registered under the Securities Act or under any securities laws of any state or other jurisdiction of the United States or any other Restricted Jurisdiction. Accordingly, unless an exemption under the Securities Act or other relevant securities laws is applicable, the New Ordinary Shares are not being and may not be offered, sold, resold, delivered or distributed, directly or indirectly, in or into the United States or any other Restricted Jurisdiction, or to or for the account or benefit of any person resident in another Restricted Jurisdiction where such offer or sale would be unlawful. All Overseas Shareholders and any person (including without limitation, a nominee, trustee or custodian) who has a contractual or legal requirement to forward this document and/or any of the accompanying documents to any jurisdiction outside the United Kingdom should read the information set out in paragraph 9 of Part 4 of this document. This document does not constitute an offer, or the solicitation of an offer, to subscribe for or buy any New Ordinary Shares from or to any person in any jurisdiction to whom it is unlawful to make such an offer or solicitation in such jurisdiction and accordingly, this document and the Application Form are not for distribution in or into any such jurisdiction, except as determined by the Company in its sole discretion and pursuant to applicable laws. 2 CONTENTS Page Summary ............................................................................................................................................. 4 Risk Factors........................................................................................................................................ 8 General...............................................................................................................................................
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