HEADS OF AGREEMENT
in relation to proposed equity investment into the Dundee Football Club Limited (the “Club”)
1.These Heads of Agreement (the “Heads”) are made between the Directors of the Club and the Dark Blue Business Trust (referred to as the “Investors”).
2.These Heads record the principal terms on which, subject to the matters listed in 3 below, the Investors intend to apply for shares in the club, and the Club intends to issue shares to the Investors.
3.The terms set out in these Heads, save for this paragraph 3, are statements of intention only and are not legally binding on the parties hereto and shall not create or reflect any binding contract or other legal relation between the Club and the Investors. Specifically, the proposed investment will be subject to and conditional upon:-
(a)the shareholders of the Club not authorising the Directors of the Club to issue further shares, and without a pre-emption offer to existing shareholders being made, up to an maximum aggregate issued share capital of 200 million shares of 0.1p each; and
(b)the existing authority of the Directors of the Club to issue further shares, and without a pre-emption offer to existing shareholders being made, up to an maximum aggregate issued share capital of 100 million shares of 0.1p each, remaining in effect.
4.The Investors agree that they are, in aggregate, to subscribe for 11,179,846 Ordinary shares of 1 pence each in the Club at a total consideration of £150,000 (representing a price of 1.3417 pence per share). Such allotments shall take place on 1st August 2013 in return for payment in full of the allotment price. The Investors shall arrange for formal applications for allotment to be submitted to the Club as soon as is possible.
5.The Investors agree that they are, in aggregate, to subscribe for 3,726,615 Ordinary shares of 1 pence each in the Club at a total consideration of £50,000 (representing a price of 1.3417 pence per share). Such allotments shall take place on 1st January 2014 in return for payment in full of the allotment price. The Investors shall arrange for formal applications for allotment to be submitted to the Club as soon as is possible.
6.The Investors agree that they are, in aggregate, to subscribe for 3,726,615 Ordinary shares of 1 pence each in the Club at a total consideration of £50,000 (representing a price of 1.3417 pence per share). Such allotments shall take place on 1st July 2014 in return for payment in full of the allotment price. The Investors shall arrange for formal applications for allotment to be submitted to the Club as soon as is possible.
I, ______________________________, confirm on behalf of the Investors (without making any representation and subject to binding legal agreements being entered into) that the above reflects the understanding of the Investors.
...Date:...
I, ______________________________, for and on behalf of the Club, (without making any representation and subject to binding legal agreements being entered into) confirm that the above reflects the understanding of the directors of the Club.
...Date:...
DBBT Offer (Page 4 of 4)
The Dark Blues Business Trust
c/o Belsize House
Strathearn Road
Broughty Ferry
Dundee
DD5 1NF
The Directors
The Dundee Football Club Limited
Dens Park Stadium
Sandeman Street
Dundee
DD3 7YJ
Dear Sirs
Application for Shares
We, Martin Donnachie and Peter Marr as appointed trustees of the Dark Blue Business Trust, hereby apply for 11,179,846 Ordinary Shares of 1 pence each in the Share Capital of The Dundee Football Club Limited at a total price of £150,000.
Subject to agreement on the enclosed Heads of Terms, we request that you allot the said shares to us, which we agree to accept subject to the Memorandum and Articles of Association of The Dundee Football Club Limited.
If this application is successful, we hereby authorise you to place our names on the Register of Members of The Dundee Football Club Limited as the holders of such shares.
For and on Behalf of the Dark Blues Business Trust
[Martin Donnachie]
8th July 2013