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Proposed Sale of Pst Shares in Portsmouth Community Football Club to the Tornante Company Llc

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Proposed Sale of Pst Shares in Portsmouth Community Football Club to the Tornante Company Llc 24th April 2017 PROPOSED SALE OF PST SHARES IN PORTSMOUTH COMMUNITY FOOTBALL CLUB TO THE TORNANTE COMPANY LLC. INFORMATION PACK FOR PST MEMBERS Registered Address Prepared by: The PST Board Fratton Park Frogmore Road Portsmouth Hampshire PO4 8RA 1 2 CONTENTS PAGE Information Pack for PST members Tornante Terms of Offer 5 PST Board Comments on the Terms of Offer and Tornante Responses 15 Advice Letter to PST Board from Gateley plc (PST Legal Advisors) 25 Presidents’ Advisory Board (Perspective on the Tornante offer) 33 PCFC Executive Statements 37 Key Points for Shareholders 39 Future Financial Forecasts 41 Stadium Strategy 47 Enclosed with Information Pack Letter to Community Shareholders and Members from the PST Chairman Ballot Paper Ballot Declaration Ballot Envelope Return Envelope 3 4 THE TORNANTE COMPANY LLC TERM SHEET (Non-binding and subject to contract) ACQUISITION OF PORTSMOUTH COMMUNITY FOOTBALL CLUB LIMITED 5 6 TORNANTE TERMS SHEET NON-BINDING AND SUBJECT TO CONTRACT Acquisition of Portsmouth Community Football Club Limited Term Sheet This term sheet sets out certain key points in respect of the implementation of, and proposed terms for, the acquisition (the “Proposed Transaction”) of Portsmouth Community Football Club Limited (the “Club”) by a wholly owned subsidiary (the “Purchaser”) of The Tornante Company LLC (“Tornante”). This term sheet is solely for discussion purposes only and does not constitute an intention, decision, offer, agreement, agreement to agree, or commitment to undertake the Proposed Transaction. No contract, agreement, obligation, commitment or liability with respect to the Proposed Transaction or any other transaction shall exist or be deemed to exist by virtue of this term sheet with respect to the Proposed Transaction or otherwise, unless and until the Purchaser and each Seller (as defined below) has completed negotiations and obtained corporate and other approvals and have executed and delivered definitive legal documentation to consummate the Proposed Transaction. Part A: Background 1 Target • 100% of the issued and to be issued share capital of Portsmouth Community Football Club Limited. 2 Purchaser and • The Purchaser is expected to be an English limited company which is a source of funds wholly owned subsidiary of Tornante. • The Purchaser will use its own cash resources to finance the Proposed Transaction and any payments to be made to the Club. 3 Sellers • Portsmouth Supporters Society Limited (known more generally as the “Pompey Supporters Trust”) (the “PST”) and the 16 other individual shareholders (the “Presidents”) as set forth in Annex A (each a “Seller” and together the “Sellers”). • Each Seller will sell the number of shares in the Club that is set against their name in Annex A. Part B: Transaction process 4 Stage 1 • The board of directors of the Club (the “Club Board”) agreed to enter into (reaching exclusive discussions with Tornante in respect of the Proposed exclusivity) Transaction on the basis of the terms described in this term sheet. • Accordingly, on Wednesday 22 March 2017 an exclusivity agreement was entered into between Tornante and the Club granting Tornante a 70- day exclusivity period in relation to the implementation of the Proposed Transaction. 5 Stage 2 • All parties to negotiate in confidence and in good faith to agree the final (negotiation and terms of the Proposed Transaction on the basis of the terms described in PST approval) this term sheet. • In particular: 7 TORNANTE TERMS SHEET NON-BINDING AND SUBJECT TO CONTRACT • the Presidents represented in person on the Club Board will negotiate their position through the Club Board; and • directors of the Club Board representing the Presidents and the PST will negotiate on behalf of the entities which appointed them. • A meeting of the PST shareholders will be held to consider and vote upon the Proposed Transaction. Proxy forms in respect of the meeting will be able to be submitted by PST shareholders. • Along with notice of such meeting, the PST will provide to its shareholders a copy of this term sheet as well as a letter concerning the Proposed Transaction from the Club. • All PST shareholders will also be invited to an “open” Club meeting and presentation, which is intended to enable all PST shareholders to make the most fully-informed decision possible. At that meeting, among other things, Tornante will present to PST shareholders. 6 Stage 3 The following steps will be implemented should the PST shareholders (implementation) approve the Proposed Transaction: • Tornante will request, and the Club Board will grant, an extension of the exclusivity period until the end of the summer transfer window (which is due to close on 1 September 2017). All parties expect the Proposed Transaction to fully close before that time; • to the extent not already provided, the Club will provide Tornante and/or its agents or advisers with all necessary information to enable Tornante to complete its due diligence in relation to the Club, including: • historical and projected financial statements, accounting policies and procedures, and associated tax matters; • all player contracts and associated player arrangements (including outstanding transfer fees and arrangements); • all material contracts of the Club (including contractor and supplier contracts); • all documentation and details of the acquisition from the prior owner and all documentation and details of the funding arrangements of the PST; • all relevant information in respect of Fratton Park and any other real estate held by the Club; • intellectual property, information technology and employment matters; and • all football and non-football regulatory and compliance matters (including with the English Football League and The Football Association) and any other outstanding litigation or other legal issues; 8 TORNANTE TERMS SHEET NON-BINDING AND SUBJECT TO CONTRACT • full form legal documentation will be agreed between the Club, each Seller and the Purchaser reflecting the terms set out in this term sheet; and • all of the Presidents and the PST will then sign a sale and purchase agreement in respect of their shares in the Club (the “SPA”), but the transfer of such shares would be conditional on the requisite approval of the Purchaser by the English Football League. The SPA would contain certain customary undertakings given by the Club, the PST and the Presidents as to the operation of the Club in the ordinary course in the interim period between signing and completion. Part C: Key terms 7 Consideration To each Seller: for the acquisition of • the assumption by the Purchaser of the obligation created when the shares in the current shareholders bought the Club out of administration in 2013 for the Club Club to pay up to £3,000,000 in the event the Club is promoted back to the Premier League before June 2024; and • the choice of one of two forms of cash consideration described below (or a combination thereof) to be paid by the Purchaser. Option A – All Cash Now • £1,000 for each share held by a Seller in the Club. Option B – Double the Money, But Contingent on Performance: • a cash payment of £1 per share to be made at completion; • a contractual right to a cash payment of £250 per share in the event that the Club is promoted to League 1 of the English Football League by 15 July 2027; • a contractual right to a cash payment of £250 per share in the event that the Club is promoted to the Championship by 15 July 2027; • a contractual right to a cash payment of £750 per share in the event that the Club is promoted to the Premier League by 15 July 2027; and • a contractual right to a cash payment of £750 per share in the event that in the season immediately following the promotion to the Premier League which triggers the cash payment described above, the Club remains in Premier League (and provided that this occurs prior to 15 July 2028). Accordingly, under Option B, a Seller may be paid in aggregate up to £2001 per share that it holds in the Club. A Seller with more than one share in the Club can pick a mix of Option A and Option B, but each share must be designated as one or the other. It is understood by Tornante that the PST will choose to take Option A on behalf of the PST. 8 Waiver of pre- • Each Seller will irrevocably and unconditionally waive any rights of emption rights pre-emption over the shares in the Club conferred on him or it or held by him or it either by virtue of the Club’s articles of association or by express 9 TORNANTE TERMS SHEET NON-BINDING AND SUBJECT TO CONTRACT agreement (including in the shareholders’ agreement between the shareholders of the Club dated 19 April 2013) or otherwise. 9 Equity • In addition to the consideration outlined in paragraph 7 above, Tornante commitment will inject at least £10,000,000 of additional equity into the Club following completion of the Proposed Transaction. 10 Heritage & • Following completion of the Proposed Transaction, an advisory Advisory committee to the Club called “The Portsmouth FC Heritage & Advisory Board Board” will be established in accordance with the terms of reference described in Annex C (the “Heritage & Advisory Board”). • The constituents of the Heritage & Advisory Board will be as follows: • three individuals representing the Presidents; • three individuals representing the PST; • two individuals representing Tornante; and • the CEO and CFO of the Club. 11 Heritage Share • In addition to the consideration outlined in paragraph 7 above, the Club will issue a single share which will exist for 50 years and which will give the Heritage & Advisory Board (excluding the Tornante and Club representatives) a veto right in respect of certain matters of great importance to the heritage of the Club (the “Heritage Share”).
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