16 July 2007

Birmingham City PLC

(the “Company”)

 

Directors’ shareholdings

 

 

The Company announces that, further to the agreement dated 27 June 2007 between certain shareholders (the “Selling Shareholders”) and Grandtop International Holdings Limited ("GIHL"), a company listed on the Hong Kong Stock Exchange, GIHL has today exercised its right to purchase from the Selling Shareholders 29.9% of the issued ordinary share capital of the Company as enlarged by issue of the new ordinary shares following the exercise of options over 750,000 ordinary shares.  As a result, GIHL has acquired 24,375,975 ordinary shares at a total price of 61.331 pence per ordinary share, representing 29.91% of the issued share capital of the Company.

 

GHIL had paid a deposit of £1,009,200 on 27 June 2007 (equivalent to 4.14 pence per share) to the Selling Shareholders and has today paid the balance of £13,940,829 (equivalent to 57.191 pence per share) to the Selling Shareholders.

 

Following the exercise of the options over 750,000 new ordinary shares, the Company has in issue 81,505,000 ordinary shares.  Application has been made today for the 750,000 new ordinary shares to be admitted to trading on the AIM Market of the London Stock Exchange (‘AIM’).  It is expected that dealings in these new ordinary shares will commence on AIM on 20 July 2007.

 

Further details of the Selling Shareholders are as follows:

 

Selling Shareholder	New ordinary shares issued on exercise of options	No of ordinary shares sold	Per cent of enlarged issued share capital
David Sullivan	-	12,075,863	14.816%
David Gold & Ralph Gold	-	12,075,863	14.816%
Karren Brady	625,000	186,875	0.229%
Roger Bannister	125,000	37,374	0.046%
Total	750,000	24,375,975	29.907%

 

Revised shareholdings of the Directors and Grandtop:

 

	No. of ordinary shares	Per cent of enlarged issued share capital
David Sullivan (shares held by Roldvale and Associated Pension Scheme of which David Sullivan is a beneficiary)	10,924,137	13.40%
David Sullivan (shares held by Conegate Limited of which David Sullivan is a director and shareholder)	8,000,690	9.82%
	18,924,827	23.22%
David Gold & Ralph Gold, Directors, (shares held by Gold Group International Limited)	18,924,827	23.22%
Karren Brady	438,125	0.54%
Roger Bannister	87,626	0.11%
Michael Wiseman	20,000	0.02%
Grandtop International Holdings Limited	24,375,975	29.91%

 

Shareholders should be aware that discussions are continuing with GIHL which may or may not lead to a cash offer being made for the Company in due course.

Contact details:

Birmingham City PLC

Karren Brady

0844 557 1875

 

Shore Capital

Graham Shore, Alex Borrelli

020 7408 4090

Dealing disclosure requirements 

Under the provisions of Rule 8.3 of The City Code on Takeovers and Mergers (the "Code"), if any person is, or becomes, "interested" (directly or indirectly) in 1 per cent. or more of 

any class of "relevant securities" of Birmingham City PLC, all "dealings" in any "relevant securities" of that company (including by means of an option in respect of, or a derivative 

referenced to, any such "relevant securities") must be publicly disclosed by no later than 3.30 pm (London time) on the London business day following the date of the relevant transaction. 

This requirement will continue until the date on which any offer becomes, or is declared, unconditional as to acceptances, lapses or is otherwise withdrawn or on which the "offer period"

 otherwise ends. If two or more persons act together pursuant to an agreement or understanding, whether formal or informal, to acquire an "interest" in "relevant securities" of 

Birmingham City PLC, they will be deemed to be a single person for the purpose of Rule 8.3.  

Under the provisions of Rule 8.1 of the Code, all "dealings" in "relevant securities" of Birmingham City PLC by the offeror or by Birmingham City PLC, or by any of their respective 

"associates", must be disclosed by no later than 12.00 noon (London time) on the London business day following the date of the relevant transaction. A disclosure table, giving details 

of the companies in whose "relevant securities" "dealings" should be disclosed, and the number of such securities in issue, can be found on the Takeover Panel's website

 at www.thetakeoverpanel.org.uk  

"Interests in securities" arise, in summary, when a person has long economic exposure, whether conditional or absolute, to changes in the price of securities. In particular, a person will 

be treated as having an "interest" by virtue of the ownership or control of securities, or by virtue of any option in respect of, or derivative referenced to, securities. 

Terms in quotation marks are defined in the Code, which can also be found on the Takeover Panel's website. If you are in any doubt as to whether or not you are required to disclose

 a "dealing" under Rule 8, you should consult the Takeover Panel.  

END