Liverpool Petition & TRO

KOP INVESTMENT, LLC; KOP FOOTBALL (CAYMAN), LIMITED; KOP FOOTBALL (HOLDINGS) LIMITED; and KOP FOOTBALL LIMITED,
§ § § § § § § §

§

MARTIN BROUGHTON; CHRISTIAN MARK §

CECILPURSLOW; IAN AYRE; THE ROYAL §

BANK OF SCOTLAND PLC; N.E.S.V. I, L.L.C.; § and PHILIP NASH, § § §

Plaintiffs,

v.

Defendants.

JUDICIAL COURT

DALLAS COUNTY, TEXAS

PLAINTIFFS' ORIGINAL VERIFIED PETITION AND APPLICATION FOR TEMPORARY RESTRAINING ORDER, AND TEMPORARY AND PERMANENT INJUNCTIONS

Plaintiffs Kop Investment, LLC ("Kop Investment"); Kop Football (Cayman) Limited

("Kop Cayman"); Kop Football (Holdings) Limited ("Kop Holdings"); and Kop Football

Limited ("Kop Football") (collectively, "Plaintiffs") file this Original Verified Petition and

Application for Temporary Restraining Order, and Temporary and Permanent Injunctions against

Defendants Martin Broughton; Christian Mark Cecil Purslow; Ian Ayre; The Royal Bank of

Scotland PLC ("RBS"); N.E.S.V. I., L.L.C. ("NESV"); and Philip Nash (collectively

"Defendants"), and would respectfully show the Court the following:

I. INTRODUCTION

Plaintiffs bring this suit to save them from an epic swindle at the hands of rogue

corporate directors and their co-conspirators. Broughton, Ayre, and Purslow (collectively, the

"Director Defendants"), have conspired with RBS, NESV, Nash and other unnamed co-

conspirators to devise and execute a scheme to sell the iconic Liverpool Football Club and

ORIGINAL VERIFIED PETITION AND APPLICATION FOR Page 1

TEMPORARY RESTRAINING ORDER AND TEMPORARY AND PERMANENT INJUNCTIONS

Athletic Grounds Limited ("Liverpool FC" or "the club") to NESV-the owners of the Boston

Red Sox-at a price they know to be hundreds of millions of dollars below true market value. In

blatant disregard of their fiduciary duties, the Director Defendants and their co-conspirators have

excluded Thomas O. Hicks and George Gillett, who are also corporate directors and who are the

ultimate owners of Liverpool FC, from meetings, discussions and communications regarding the

potential sale to NESV. The Director Defendants, RBS and/or their co-conspirators have

interfered with efforts by Messrs. Hicks and Gillett to obtain financing for Liverpool FC, have

disregarded or downplayed offers that were actually or potentially superior to the offer made by

NESV, and the Director Defendants have repeatedly violated their fiduciary duties of loyalty,

care and candor by withholding material information from, and/or misrepresenting material

information to, the Plaintiffs regarding negotiations to sell Liverpool FC.

The Director Defendants, NESV, and RBS-Kop Football's largest lender and a

financier of NESV's purchase-have now stated their intention to close on the sale of Liverpool

FC to NESV on or about October 15, 2010, though they know that superior offers exist and that

the NESV offer substantially undervalues Liverpool FC. Plaintiffs respectfully pray that this

Court will issue a temporary restraining order to preserve the status quo, to prevent the unlawful

sale of Liverpool FC to NESV from closing and to prevent Defendants from wrongfully stripping

Plaintiffs of their ownership interests in Liverpool FC without proper compensation. In addition

or in the alternative, Plaintiffs respectfully pray that this Court will hold each of the Defendants

collectively and individually liable for the hundreds of millions of dollars in actual damages

that their actions are causing Plaintiffs, impose punitive damages that may exceed

$1,000,000,000, and award Plaintiffs such other and further relief to which they are justly

entitled.



II. DISCOVERY PLAN

1. Plaintiffs intend to conduct discovery pursuant to a Level 3 Discovery Control

Plan as set forth in Texas Rule of Civil Procedure 190 and move the Court for entry of such a

Plan.

III. PARTIES, JURISDICTION, AND VENUE

2. Plaintiff Kop Investment is a Delaware limited liability company with its

principal place of business in Dallas, Texas.

3. Plaintiff Kop Cayman is a Cayman company limited by shares with its principal

place of business in George Town, Grand Cayman.

4. Plaintiff Kop Holdings is an English limited company organized under the laws of

England and Wales with its principal place of business in Liverpool, Merseyside, United

Kingdom.

5. Plaintiff Kop Football is an English limited company organized under the laws of

England and Wales with its principal place of business in Liverpool, Merseyside, United

Kingdom.

6. Upon information and belief, Defendant Martin Broughton resides at Rosemary

House, Woodhurst Park Oxted, Surrey, United Kingdom, and maintains his principal place of

business at Waterside (HAA3), Harmondsworth, London, UB7 OGB, United Kingdom.

Broughton may be served with process at his residence, principal place of business, or wherever

he may be found in the State of Texas. Alternatively, because Broughton engages in business in

the United States and in this State but does not maintain a regular place of business in this State

or a designated agent for service of process, and because this suit arises out of his business in this

State, he may be served with process by serving the Texas Secretary of State, Esperanza "Hope"



Andrade, as his agent for service, at Secretary of State, Citations Unit, P.O. Box 12079, Austin,

TX 78711-2079, Travis County, Texas. See TEX. CIV. PRAC. & REM. CODE ANN. §

17.044(b); TEX. REV. CIV. STAT. art. 1396-8.09(B).

7. Upon information and belief, Defendant Christian Mark Cecil Purslow resides at

The Grove, Warren Park, Kingston Upon Thames, KT2 7HX, United Kingdom, and maintains

his principal place of business at Anfield Road, Liverpool, Merseyside L4 OTH. Purslow may be

served with process at his residence, principal place of business, or wherever he may be found in

the State of Texas. Alternatively, because Purslow engages in business in the United States and

in this State but does not maintain a regular place of business in this State or a designated agent

for service of process, and because this suit arises out of his business in this State, he may be

served with process by serving the Texas Secretary of State, Esperanza "Hope" Andrade, as his

agent for service, at Secretary of State, Citations Unit, P.O. Box 12079, Austin, TX 78711-2079,

Travis County, Texas. See TEX. CIV. PRAC. & REM. CODE ANN. § 17.044(b); TEX. REV.

CIV. STAT. art. 1396-S.09(B).

8. Upon information and belief, Defendant Ian Ayre resides in the United Kingdom

and maintains his principal place of business at Anfield Road, Liverpool, Merseyside L4 OTH,

United Kingdom. Ayre may be served with process at his principal place of business or

wherever he may be found in the State of Texas. Alternatively, because Ayre engages in

business in the United States and in this State but does not maintain a regular place of business in

this State or a designated agent for service of process, and because this suit arises out of his

business in this State, he may be served with process by serving the Texas Secretary of State,

Esperanza "Hope" Andrade, as his agent for service, at Secretary of State, Citations Unit, P.O.



Box 12079, Austin, TX 78711-2079, Travis County, Texas. See TEX. CIV. PRAC. & REM.

CODE ANN. § 17.044(b); TEX. REV. ClV. STAT. art. 1396-8.09(B).

9. Upon information and belief, Defendant RBS is a foreign corporation with its

principal place of business at 36 St. Andrew Square, Edinburgh, EH2 2YB United Kingdom.

RBS may be served through its registered agent in the State of Texas, Kevin J. Howard, 6070

Chase Tower, 600 Travis Street, Houston, Texas 77002.

10. Upon information and belief, Defendant NESV is a Delaware limited liability

company with its principal place of business at 4 Yawkey Way, Boston, Massachusetts 02215.

NESV may be served with process through its registered agent, The Corporation Trust Company,

1209 Orange Street, Wilmington, DE 19801, or wherever it may be found in the State of Texas.

Alternatively, because NESV engages in business in this State but does not maintain a regular

place of business in this State or a designated agent for service of process, and because this suit

arises out of NESV's business in this State, NESV may be served with process by serving the

Texas Secretary of State, Esperanza "Hope" Andrade, as its agent for service, at Secretary of

State, Citations Unit, P.O. Box 12079, Austin, TX 78711-2079, Travis County, Texas. See

TEX. CIV. PRAC. & REM. CODE ANN. § 17.044(b); TEX. REV. ClV. STAT. art. 1396-

8.09(B).

11. Upon information and belief, Defendant Philip Nash resides at 27 Algarve Road,

Earlsfield, London SW18 3EQ, and maintains his principal place of business at Anfield Road,

Liverpool, Merseyside L4 OTH. Nash may be served with process at his residence, principal

place of business, or wherever he may be found in the State of Texas. Alternatively, because

Nash engages in business in the United States and in this State but does not maintain a regular

place of business in this State or a designated agent for service of process, and because this suit



arises out of his business in this State, he may be served with process by serving the Texas

Secretary of State, Esperanza "Hope" Andrade, as his agent for service, at Secretary of State,

Citations Unit, P.O. Box 12079, Austin, TX 78711-2079, Travis County, Texas. See TEX. CIV.

PRAC. & REM. CODE ANN. § 17 .044(b); TEX. REV. CIV . STAT. art. 1396-8.09(B).

12. Jurisdiction is proper in this Court because the amount in controversy exceeds the

minimum jurisdictional limits of this Court, and all parties are subject to personal jurisdiction in

Texas based on their continuous and systematic contacts with Texas, the intentional tortious

conduct that they have directed at this State, and/or other conduct and contacts with this State as

alleged herein.

13. Venue is proper in Dallas County because all or a substantial part of the events or

omissions giving rise to Plaintiffs' claim occurred in Dallas County, or, in the alternative,

because Plaintiff Kop Investments resides in Dallas County and no Defendant resides in any

other county in Texas. See TEx. CIY. PRAC. & REM. CODE ANN. § 15.002(1).

IV. FACTUAL BACKGROUND

A. History and Ownership of Liverpool FC

14. Liverpool FC was founded in 1892 and is a one of the most storied, successful

and beloved football (soccer) clubs in Europe, and the "Reds," as Liverpool FC are known to

their supporters, have one of the largest, most devoted followings of supporters in the world.

Liverpool FC is a unique entity, one of the world's great sports clubs, and one the world's most

valuable sporting assets.



15. In or about February 2007, Messrs. Hicks and Gillett, through entities they own

and control, equally purchased all of the shares of Liverpool FC for approximately £219 million

($349 million).'

16. The current ownership structure of the entities through which Messrs. Hicks and

Gillett own Liverpool FC is as follows:

a. Messrs. Hicks and Gillett, either directly or through companies they own

or control, each own one-half of Kop Investment.

b. Kop Investment wholly owns Kop Cayman.

c. Kop Cayman wholly owns Kop Holdings.

d. Kop Holdings wholly owns Kop Football.

e. Kop Football wholly owns Liverpool Fe.

17. From the time they purchased the club, Messrs. Hicks and Gillett had every

intention of owning Liverpool FC for the long-haul and of helping to extend Liverpool FC's

successful legacy. For example, they oversaw the design and approval of a new stadium after

purchasing Liverpool FC, investing roughly £30 million for fees to design and permit the

construction. They also signed significant new endorsement deals, player deals and improved

and modernized the club's finances.

18. In 2008, the worldwide economic downturn spread through many banking and

financial institutions (including the Defendant RBS), rendering financing for the new stadium

unavailable.

19. On or about January 25, 2008, Kop Football, Defendant RBS and Wachovia

Bank, N.A., London Branch, entered into various refinancing agreements under which Kop

Unless otherwise stated, all British Pound Sterling to United States Dollar, and vice versa, conversions herein are approximate conversions based on current exchange rates.



Football and other related entities incurred debt to fund the operations of Liverpool FC (the

"RBS debt"). With the refinancing in place, the Plaintiffs were able to tum their attention to

Liverpool FC's performance on the pitch (field of play).

20. Liverpool FC's success on the pitch was, and is, of great importance to Messrs.

Hicks and Gillett. Under Mr. Hicks and Mr. Gillett's ownership, the club has continuously been

among the top four Premier League clubs in terms of player salaries. Since Messrs. Hicks and

Gillett assumed ownership, the club has increased spending on a player wage bill by over 35%,

had a gross player transfer spend of approximately £257 million ($410 million) and a net player

transfer spend of approximately £139 million ($221 million) in an effort to strengthen the

playing squad. Messrs. Hicks and Gillett have thus made substantial efforts to ensure that

Liverpool FC's long, proud and successful history on the pitch will continue, and though down

this year, Liverpool finished as runners-up in the Premier League during the 2008-09 season,

achieving the club's highest Premier League points total in history. The club has finished in the

top four of the Premier League in all but one season since Messrs. Hicks and Gillett purchased

the club.

21. In addition to success on the pitch, Messrs. Hicks and Gillett have helped to

solidify Liverpool FC's financial position. Messrs. Hicks and Gillett have invested in a

commercial team which has increased revenues steadily every year since their purchase of the

club. In fact, the revenue from the current 2010-2011 season will nearly double the revenue

earned the season prior to the purchase in 2007. One of the many reasons for the increase in

revenue was the ground breaking jersey sponsorship deal Liverpool FC signed with Standard

Chartered. The deal was reported to be the "most lucrative in football history."



22. As a result of the foregoing, the value of Liverpool Fe has substantially

increased. In April 2010, Forbes Magazine published its annual valuations of worldwide soccer

clubs, and valued Liverpool Fe at £515 million ($822 million), greatly exceeding Liverpool

FC's outstanding debt. Despite the worldwide economic downturn, the most recent $822 million

valuation is nearly $400 million higher than the value Forbes placed on Liverpool Fe in 2007,

just after Messrs. Hicks and Gillett purchased the club.

B. Hicks and Gillett Decide to Sell Liverpool Fe

23. In early 2010, Plaintiffs entered into discussions with potential minority investors

to inject new equity capital into the Kop Holdings, and, in tum, Kop Football and Liverpool Fe

to help to repay the RBS Debt and to position Plaintiffs and Liverpool Fe to begin constructing

the new stadium. In the early months of 2010, the Plaintiffs received at least two proposals that

would have enabled them to fully or substantially pay down the RBS Debt. One such potential

investor, the principal investment group of a global investment bank, offered to purchase a

minority stake in one of the Kop entities for £125 million ($199 million), which implied a £500

million ($796 million) enterprise value for the club. A second proposal was received in March

from another investment firm to purchase a similar minority interest in one of the Plaintiffs and,

in tum, Liverpool Fe. This second proposal called for an equity investment of £110 million in

cash, nearly all of which would be used to pay down the RBS debt, and implied an enterprise

value slightly less than £400 million ($637 million).

24. Although the initial proposal could have provided more capital and paid down

substantially more of the RBS Debt, growing bad publicity surrounding the ownership situation

of the club lead to the withdrawal of that offer, and RBS insisted that Messrs. Hicks and Gillett

take the second, lesser proposal. Messrs. Hicks and Gillett, however, refused to accept the



second proposal because it substantially undervalued the club and included unacceptable and

unnecessary corporate governance requirements from RBS. Of note, even this second, lower

offer to purchase a minority (not controlling) interest in the club was based on a valuation that is

more than £100 million ($159 million) higher than the wholly inadequate sales price later

offered by Defendant NESV.

25. After these potential minority investments failed to close, Messrs. Hicks and

Gillett announced their intention to sell their entire interests in Liverpool FC. To allow

additional time for the sale, RBS agreed to extend the maturity date of the RBS Debt, but it

charged extraordinary (extortionate) fees for the privilege, saddling the club with tens of millions

of pounds in additional costs. Under the terms of the maturity extension, full repayment of the

debt is due by October 15, 2010.

26. As part of the agreement to extend repayment of the RBS Debt (the "RBS side

letters"), RBS insisted on the appointment of an additional outside director and a board observer,

Keith Edleman. At the time, Defendant Purslow was already on the Board and Defendant Ayre

had also been appointed at the insistence of RBS. To accommodate RBS's additional demands,

Plaintiffs agreed to appoint Defendant Broughton as the additional director of Kop Holdings and

Kop Football and Chairman of the Board of both companies. Thus, by April 2010, the Director

Defendants, Mr. Gillett, and Mr. Hicks constituted the Boards of Directors of Kop Holdings and

Kop Football and were tasked with selling the entire enterprise.

27. Over the next few months, the parties began investigating and entertaining offers

from various investors around the globe. One such offer in or around July 2010 listed a sales

price of £377 million ($600 million) for Kop Holdings', i. e., Messrs. Hicks' and Gillett's, equity

interest in Liverpool FC, plus the assumption of £238 million ($378 million) in debt, meaning



the total offer equated to an approximate £615 million ($977 million) purchase price for the

entire enterprise. That offer provided further evidence that the true market value of Liverpool

FC was in the range of £600 million-far more than the purported purchase price later offered by

NESV and purportedly accepted by the Director Defendants at the secret meeting described

below.

28. While the search for a potential purchaser was ongoing, Kop Investment, through

Mr. Hicks, proposed in a meeting that Mr. Broughton attended in Dallas, Texas on or about

September 1,2010 to invest an additional $275 million in equity in the downstream Kop entities.

This new equity investment in the club, which was to be funded by GSO Capital Partners

("GSO") a wholly owned subsidiary of Blackstone (the largest alternative asset manager in the

world with assets under management of over $100 billion) would have paid down the RBS Debt

substantially and lead to its timely payoff with other bank financing, positioned the companies to

begin construction on a new stadium, and allowed the parties additional time to find a bona-fide

purchaser of the entire Liverpool FC enterprise. The valuation of Football Holdings and

Liverpool FC prepared by FBR Capital Markets & Company in connection with this proposal

(the "FBR Report") concluded that a reasonable enterprise value was £648.2 million

(approximately $1.03 billion at today's exchange rates).

c. Director Defendants Hatch a Plot to Exclude and Mislead Hicks and Gillett

29. By the time that Mr. Broughton traveled to Dallas, Texas for the September 1,

2010 meeting with Mr. Hicks, however, the Director Defendants had, on information and belief,

already engaged in secret meetings with RBS to devise a scheme to undermine the efforts of

Messrs. Hicks and Gillett to engage in a reasonable sale, capital infusion or debt restructuring

and thereby leave open the possibility that RBS could take the club by foreclosing on the debt.



30. As directors, the Director Defendants owed the Plaintiffs some of the highest

fiduciary duties under the law, including but not limited to the following duties: loyalty; utmost

good-faith; candor; to promote the success of the company; to exercise reasonable care, skill and

diligence; to exercise independent judgment; and to maximize the value of the company to the

shareholders-particularly in the event of sale of the club.

31. Rather than exercising independent, reasoned judgment and honoring their

fiduciary duties, on information and belief, the Director Defendants were acting merely as pawns

of RBS, wholly abdicating the fiduciary responsibilities that they owed in the sale. Rather than

genuinely consider new equity investment, Defendants Broughton, Ayre, and Purslow, with the

assistance of Defendant Nash (Liverpool FC's Financial Director), engaged in a press/public

relations campaign to undermine the owners' efforts to substantially reduce the debt and

eliminate the RBS deadline.

32. For example, Defendants Ayre, Purslow, and Nash received confidential

information about the proposed equity investment funded by Gsa in a private meeting on or

about September 15, 2010. Within days after that confidential meeting, the media reported the

fact that Mr. Hicks, on behalf of the Kop entities, was seeking to restructure the companies'

finances and included details of the new equity investment that were disclosed only to the

Plaintiffs, the Director Defendants, and Defendant Nash. The press and various fan groups also

received a copy of a confidential presentation regarding a previously proposed (and less

attractive) Barclays Capital refinancing proposal for Liverpool FC. On information and belief,

one or more of the Director Defendants, Defendant Nash and/or the board observer from RBS

were the source of this leaked information.



33. Despite the fiduciary obligations that the Director Defendants owe to the

companies and the owners, the Director Defendants, Nash, RBS and/or the RBS board observer

leaked this information and launched personal attacks against Messrs. Hicks and Gillett, fueling

the unwarranted outrage of Liverpool FC supporters. For example, Defendant Broughton has

publicly stated that Messrs. Hicks and Gillett have "lost credibility" and are "leaving an ever

negative legacy" with Liverpool FC despite the millions of pounds they have invested and

tremendous efforts they have made to improve the club.

34. Moreover, the Director Defendants undertook these actions while at the same time

enriching themselves at the club's expense. During the very same meeting at which Ayre,

Purslow, and Nash received confidential information that later found its way to the media, those

three Defendants sought approval of fiscal year-end bonuses of between £250,000 ($398,000)

and £300,000 ($478,000) that were approximately equal to their yearly base salaries. Thus, the

Director Defendants were paid hundreds of thousands of pounds each while they were breaching

their fiduciary duties and actively undermining the current ownership of the club.

35. On information and belief, the leakage of information and misinformation to the

press was intended to lead, and did lead, many fervent supporters of Liverpool Fe to

misunderstand the actual terms of the deal and its substantial benefits to both the Plaintiffs and

the club. Some of these misinformed supporters, who appear to believe that they are acting in

the best interests of the club, have launched an ongoing campaign against the current

ownership-in some extreme instances even "encouraging violent terrorism"-to thwart any

additional equity investment or refinancing by Messrs. Hicks and/or Gillett.

36. When Mr. Hicks brought these leaks to Mr. Broughton's attention, Mr. Broughton

failed to acknowledge and condemn the gross breach of fiduciary duties that the leaks



represented. Instead, Mr. Broughton, who had, on information and belief, become a mere puppet

for RES by then, told Mr. Hicks that the Board would not accept any proposal put forward,

including this new infusion of equity that would rid the club of the RBS debt, merely because

Messrs. Hicks and Gillett would remain owners.

37. On information and belief, the Director Defendants, Defendant Nash, RES and

potentially other Defendants and unnamed co-conspirators had numerous discussions and

communications on how to thwart Messrs. Hicks and Gillett's efforts to refinance the companies'

debt and extend the deadline for repayment of the RBS debt facilities. Moreover, on information

and belief, by at least September 16, 2010, the Director Defendants were seeking legal advice to

determine how they could block any attempt by Messrs. Hicks and Gillett-the ultimate owners

of Kop Holdings, Kop Football, and Liverpool FC-to payoff the RBS debt.

38. The Director Defendants also treated Messrs. Hicks and Gillett as outsiders,

caving to the demands of the Liverpool FC supporters, rather than fulfilling the fiduciary duties

they owe as directors of the companies. In fact, the Director Defendants, as well as Defendant

Nash would routinely hold what they referred to as "home team" discussions, purposefully

excluding Messrs. Hicks and Gillett and thereby depriving Messrs. Hicks and Gillett of material

information relating to the companies.

39. In addition to thwarting the Plaintiffs' attempts to inject new equity into the club

and repay the debt, the Director Defendants, RBS, and Nash, i.e. the "home team," unlawfully

withheld material information from Messrs. Hicks and Gillett relating to negotiations with NESV

and another potential purchaser in late-September and early-October 2010. Although Messrs.

Hicks and Gillett were directors of Kop Holdings and Kop Football, and were the ultimate



owners of all of the Kop entities and Liverpool FC, the Director Defendants constantly deprived

them of material information regarding offers from potential buyers.

40. On information and belief, in or around late September 2010, the Director

Defendants, Nash and RBS received at least two proposals to purchase Liverpool FC. The

potential purchasers are now known to have been NESV and Meriton, an Asian investment firm.

Despite Messrs. Hicks and Gillet being the ultimate owners of 100 percent of Liverpool FC and

directors of Kop Holdings and Kop Football, the Director Defendants did not provide copies of

the offer letters, draft purchase agreements or other documentation to Messrs. Hicks and Gillett

when the offers were submitted. Rather, the Director Defendants, Nash, and RBS began

negotiations with the potential purchasers long before revealing the offers to Messrs. Hicks and

Gillett.

41. On information and belief, on October 4, 2010, unbeknownst to Messrs. Hicks

and Gillett, the Director Defendants signed a letter of intent with one of these potential investors,

Meriton, stating that the terms of Meriton's offer "are acceptable to [Kop Holdings]." The terms

of Meriton's offer had not been disclosed to the entire board, the owners of the company, nor had

the full board discussed the terms in a formal board meeting. The terms of this offer were, in

reality, far from acceptable to the Plaintiffs. The Meriton purchase price-although higher than

the NESV offer-was substantially less than the valuation placed on the club by Forbes or

previous offers to purchase minority shares. Despite the fact that Director Defendants, Nash, and

RBS and other unnamed co-conspirators had negotiated with Meriton since September 22,2010,

the Director Defendants had signed the letter of intent, and had "almost agreed" to the terms of a

purchase agreement with Meriton; the Director Defendants did not provide Messrs. Hicks and

Gillett with any material information regarding the Meriton transaction until October 4,2010.



42. On or about October 3, 2010, Defendant Broughton gave notice of an October 5,

2010 meeting of the Board of Directors of Kop Holdings and Kop Football to discuss offers

received from NESV and Meriton. Although the Director Defendants, Nash and RBS had been

secretly negotiating with NESV and/or Meriton, neither Mr. Hicks nor Mr. Gillett were provided

with copies of any documentation relating to the offers and potential transactions until the day

before the board meeting.

43. Upon reviewing the limited materials provided to them just prior to the meeting,

Messrs. Hicks and Gillett learned that the offers from Meriton and NESV greatly undervalued

Liverpool FC. Both proposed purchase prices were approximately £250 million-less than one-

half of the most recent Forbes Valuation, the valuation in the FBR Report, and other recent

offers.

44. On or about October 4, 2010, Mr. Hicks received a letter of interest from a third

potential purchaser represented by FBR Capital Markets ("FBR"), offering to purchase Liverpool

FC for £375 to £400 million ($595 to $635 million). The letter informed Mr. Hicks that the

potential purchaser would not need financing, possessed the funds to close the transaction, and

intended to build a new stadium for Liverpool FC.

45. Additionally, the Plaintiffs learned just days ago about another potential investor

that made a similar offer in the £350 to £400 million range that was communicated to Defendant

Broughton and another unnamed co-conspirator in late August. According to this investor, Mr.

Broughton never responded to the offer. Moreover, when the purported sale to NESV was

announced, this investor again contacted Mr. Broughton and informed him that the offer, which

significantly exceeded the NESV offer, was still on the table. Again, Mr. Broughton brushed

this offer aside without further discussion.



46. Despite the higher offer Mr. Hicks received, the higher offer received in August,

the gross undervaluation of Liverpool FC by the Meriton and NESV offers, and the fiduciary

duties that the Director Defendants owed to maximize the sale price, the Defendants continued to

employ their scheme to sell Liverpool FC to NESV for below market value. In fact, when Mr.

Hicks' requested a brief postponement of the board meeting to consider the offer from FBR's

clients and another potential offer from Mill Financial Group, Defendant Broughton refused.

Attempting to justify that refusal, Defendant Broughton dismissively informed Mr. Hicks that

"RBS want[ed] the company sold," making clear Broughton's intention to protect the interests of

RBS at the expense of the club and its shareholders.

47. RBS has been complicit in this scheme with the Director Defendants. For

example, in letters from RBS to potential investors obtained just within the past few days, RBS

has informed investors that it will approve of a deal only if there is "no economic return to

equity" for Messrs. Hicks and Gillett. In furtherance of this grand conspiracy, on information

and belief, RBS has improperly used its influence as the club's creditor and as a worldwide

banking leader to prevent any transaction that would permit Messrs. Hicks and Gillett to recover

any of their initial investment in the club, much less share in the substantial appreciation in the

value of Liverpool FC that their investments have created.

D. Defendants Conspire to Sell Liverpool FC to NESV at Below-Market Price

48. Having learned of the Director Defendants' duplicity, Kop Cayman removed

Defendants Ayre and Purslow as directors of Kop Holdings and Kop Football pursuant to the

Amended Articles of Association on October 5, 2010 before the board meeting scheduled for

later that day. Before the October 5, 2010 Board meeting, Messrs. Hicks and Gillett also

informed Defendant Broughton of the reconstitution of the Kop Holdings and Kop Football



boards and of their objection to the potential purchase prices offered by Meriton and NESV

because those offers were too low.

49. Despite knowing of the reconstituted Boards and knowing of the objections

voiced by Messrs. Hicks and Gillett, Mr. Broughton convened a board meeting and acted as if

Defendants Ayre and Purslow were still directors. During this meeting, Messrs. Hicks and

Gillett, who appeared at the meeting telephonically, again informed Defendant Broughton that

Defendants Ayre and Purslow were no longer directors and that they opposed both proposed

transactions. Messrs. Hicks and Gillett then agreed to adjourn the Board meeting for one week

to allow time to resolve a number of issues.

50. Within an hour after adjournment of the October 5, 2010 Board meeting,

Defendant Broughton telephoned Messrs. Hicks and Gillett and purported to called another

meeting or continue the earlier meeting of the Kop Holdings and Kop Football boards. Mr.

Broughton stated that he had taken legal advice that the board was properly constituted with

Defendants Ayre and Purslow remaining on the boards. Mr. Hicks again moved to adjourn the

meeting, informing Mr. Broughton again that Kop Cayman and Kop Holdings as the respective

shareholders of Kop Holdings and Kop Football had properly removed Defendants Ayre and

Purslow as directors of those two entities. Mr. Gillett again seconded the motion to adjourn, and

the meeting adjourned on a two-to-one vote with Defendant Broughton voting against the

adjournment.

51. On information and belief, Defendant Broughton then called another board

meeting on October 5, 2010 without giving notice to Mr. Hicks or Mr. Gillett, as required by

the companies' articles of association. Instead, Defendant Broughton and the two removed

directors, Defendants Ayre and Purslow, now acting as a rogue board, purported to hold a "board



meeting" to vote to approve the sale of Liverpool FC to Defendant NESV. Although neither

Defendant Ayre nor Purslow had any authority to vote or to bind the companies, the three rogue

Director Defendants purportedly approved that sale outside of the presence of any of the other

directors.

52. On or about October 6, 2010, Defendant Broughton signed a Share Purchase

Agreement purporting to sell all of Kop Football's shares of Liverpool FC to an entity owned

and controlled by Defendant NESV. Defendant Broughton was not authorized to sign the Share

Purchase Agreement on behalf of Kop Football. The purchase price of the proposed sale is

approximately £250 million, less than one-half of the fair market value of Liverpool FC and

approximately equivalent to the companies' outstanding debt. Just as RBS had predicted, the

NESV deal purportedly approved by the rogue board would have left the equity owners with

nothing.

53. On October 8, 2010, RBS sued Mr. Hicks, Mr. Gillett, Kop Cayman, Kop

Holdings and Kop Football in a British court. Tacitly recognizing that actions of the rogue board

could not have been effective, RBS sought, among other things, a mandatory injunction that

would require Mr. Hicks, Mr. Gillett, Kop Cayman, Kop Holdings and Kop Football to place

Messrs. Ayre and Purslow back on the Board. On October 13, 2010, the British court entered an

order requiring Messrs. Ayre, Purslow and Broughton to be restored to the Boards of Kop

Football and Kop Holdings. Consistent with the Director Defendants' prior and ongoing

breaches of fiduciary duty, the Director Defendants will then, presumably, ratify the collusive

and improper deal with NESV in a subsequent vote at a board meeting that is scheduled for

8:30 p.m. London time (2:30 p.m. Central time) today, despite the existence of better offers.



54. In fact, the Defendants have made public statements that they intended to close

the NESV sale as soon as the issue of Mr. Ayre's and Mr. Purslow's board positions were

resolved, and their lawyers have indicated that they are disinclined to consider the other offers

for Liverpool FC, even though the offers are higher. Moreover, recent news stories citing

sources within Liverpool FC report of plans Defendant Broughton has "devised with RBS" to

undermine any challenge to the NESV transaction going forward. The transaction proposed by

NESV, however, remains tainted by Defendants' wrongdoing and is a grossly inadequate and

grossly unfair product of a polluted process.

55. The NESV Sale Purchase Agreement provides that the closing shall occur as early

as 10:00 AM (London Time) on October 15, 2010, but may be extended to November 1,2010 in

the event of certain conditions, including a lawsuit challenging the transaction.

V. CAUSES OF ACTION

DECLARATORY JUDGMENT

56. Plaintiffs re-allege and incorporate the foregoing as if fully stated herein.

57. An actual controversy exists between the Plaintiffs and Defendants regarding the

Defendants' actions and intentions to sell Liverpool FC to NESV for a fraction of the club's fair

market value.

58. Plaintiffs seek a declaration providing that:

1. as of October 4, 2010, Defendants Ayre and Purslow were removed as directors of Kop Football and Kop Holdings and had no authority to vote on company matters, bind the companies, or in act on behalf of the company in any way; and

ii. all acts purportedly approved by the boards of Kop Holdings and Kop Football upon the votes of Defendants Ayre and Purslow after they were removed as directors are ultra vires corporate acts and are void as a matter of law, including but not limited to the approval of the sale of Liverpool FC to NESV or any related party.



59. The Plaintiffs have retained the law firm of Fish & Richardson P.C. to represent

them in this proceeding, and has agreed to pay its counsel for the reasonable attorneys fees,

expenses, and other costs incurred in this proceeding on Plaintiffs' behalf. Accordingly,

Plaintiffs are entitled to recover those reasonable and necessary attorneys' fees and all other costs

associated with this proceeding. See TEX. ClV. PRAC. & REM. CODE ANN. § 37.009.

BREACH OF FIDUCIARY DUTY


61. At all times subsequent to their appointment, Defendants Broughton, Ayre and

Purslow, as directors of Kop Holdings and Kop Football, had fiduciary duties to Kop Holdings,

Kop Football, Kop Cayman, and Kop Investment. Among other things, Defendants Broughton,

Ayre and Purslow owed duties of utmost loyalty, good faith, due care and full candor and

disclosure.

62. Based on the conduct described above, Defendants Broughton, Ayre and Purslow

breached their fiduciary duties beginning no later than September 2010. Without limitation,

Defendants Broughton, Ayre, and Purslow violated their fiduciary duties by withholding material

information from the Plaintiffs, by making material misrepresentations to Plaintiffs'

representatives, by engaging in secret negotiations with RBS and NESV to sell the Kop

Football's primary asset, Liverpool FC, to NESV for substantially less than Liverpool FC's fair

market value, and by failing to undertake appropriate efforts to maximize value in the sale of the

enterprise. Defendant Broughton further violated his fiduciary duties by executing the Sale

Purchase Agreement without proper authorization and by repeatedly disclosing confidential

company information to the British press to curry favor with Liverpool FC supporters and to

satisfy his personal desire for public attention.



63. As a direct and proximate result of Defendants Broughton, Ayre, and Purslow

breaches of their fiduciary duties, Plaintiffs have suffered and will continue to suffer damages,

including the full economic value of their shares of Liverpool FC, in an amount that may exceed

$527,000,000.00.

64. In addition, because Defendant Broughton, Ayre and Purslow committed these

wrongful acts with malice, Plaintiffs seek to recover exemplary damages pursuant to Section

41.001, et seq., of the Texas Civil Practice & Remedies Code in an amount of two-times actual

damages, i.e. an amount that may exceed $1,054,000,000.00.

AIDING AND ABETTING BREACH OF FIDUCIARY DUTY


66. As described in more detail above, each of the Defendants Nash, RBS and NESV

aided and abetted in Defendants Broughton, Ayre, and Purslow's breaches of fiduciary duty

described herein. Without limitation, Defendants RBS, Nash, and NESV aided and abetted in

the Director Defendants' breaches by engaging in secret negotiations and discussions with

Defendants Broughton, Ayre, Purslow regarding the plot to sell Liverpool FC to NESV for

substantially less than Liverpool FC's fair market value.

67. As a proximate result of the Defendants' conduct, Plaintiffs have suffered harm

and are likely to incur substantial damages, as referenced above.

CONSTRUCTIVE FRAUD


69. Defendants Broughton, Ayre and Purslow owed fiduciary duties to Plaintiffs,

including duties of candor, good faith, and loyalty.



70. As a result of the conduct described above, Defendants made, or aided and

abetted in the making of, numerous misrepresentations to and/or concealed material facts from

Plaintiffs despite their duties of candor, good faith, and loyalty. Thus, the Defendants committed

constrictive fraud in violation of these duties.

71. Plaintiffs have suffered damages as a result of Defendants' constructive fraud.

CIVIL CONSPIRACY


73. Defendants Broughton, Ayre, and Purslow breached their fiduciary duties to the

Plaintiffs by engaging in the acts complained of herein.

74. Defendants Broughton, Ayre, Purslow, RBS, NESV, and Nash, consisting of a

combination of two or more persons, knowingly and willingly entered into an agreement or

confederation, each sharing a common unlawful purpose, or the common purpose of using

unlawful means, to wit, promoting the breaches of fiduciary duty of Defendants Broughton,

Ayre, and Purslow.

75. As a direct and proximate result of these breaches of fiduciary duty, which

Defendants knowing and willing conspired, combined, and agreed to promote, Plaintiffs have

suffered and will continue to suffer damages, including the full economic value of their shares of

Liverpool FC, in the amount of approximately $527,000,000.00.

VI. APPLICATION FOR TEMPORARY RESTRAINING ORDER


77. Plaintiffs seek injunctive relief under both equitable and statutory principles. See

TEX. R. CIV. P. 680-693 and TEx. CIv. PRAC. & REM. CODE § 65.011. As shown above,

Plaintiffs have a probable right of recovery in this action. In addition, Plaintiffs will suffer



imminent and irreparable harm if Defendants are not enjoined from taking further action to

complete the proposed sale of Liverpool FC to Defendant NESV.

78. This Court must immediately and temporarily restrain Defendants from taking

any actions that would complete the proposed sale of Liverpool FC to NESV or its related

entities.

79. Plaintiffs are directly and irreparably threatened because Defendants' actions will

be immediately detrimental to Plaintiffs' ownership in Liverpool FC, and as a result, will be

immediately detrimental to the value of Kop Investments, Kop Cayman, Kop Holdings and Kop

Football because the primary asset underlying each of those entities, Liverpool FC, is scheduled

to be sold to NESV for a fraction of its true value.

80. Plaintiffs have no adequate remedy at law to prevent the sale from closing on

October 15, at 10:00 am (London Time). Unless such injunctive relief issues immediately in the

form of a temporary restraining order, Plaintiffs will be irreparably harmed. If a temporary

restraining order does not issue immediately, then Defendants' unlawful acts, will immediately

and irreparably harm Plaintiffs.

81. Plaintiffs request that a temporary restraining order be issued and temporary and

permanent injunctions be granted enjoining and restraining Defendants, and as applicable their

collective and respective agents, servants, employees, attorneys, affiliates, subsidiaries, and those

persons in control of Defendants from directly or indirectly:

1) Completing, closing or otherwise consummating a purported sale of Liverpool FC to Defendant NESV or any related entities as provided in the October 6,2010 Share Purchase Agreement or on similar terms;

2) Without Plaintiffs' consent, taking any action to modify, pledge, sell, transfer, seize, foreclose on or dispose of Plaintiffs' ownership interest in Liverpool FC; and

3) Taking any action in any other court to effect or impede this lawsuit.



82. An ex parte temporary restraining order is justified in this matter because, there is

insufficient time to properly serve notice on Defendants and hold a hearing on this application

before Defendants take further action to close the purported sale of Liverpool FC to NESV.

83. Plaintiffs are willing to post the necessary bond required by Texas Rule of Civil

Procedure 684.

VII. APPLICATION FOR TEMPORARY AND PERMANENT INJUNCTIONS


85. Plaintiffs additionally request that, after notice of hearing, the Court enter

temporary and permanent injunctions on the same grounds and for the same relief as sought in

the temporary restraining order.

86. Plaintiffs seek injunctive relief under both equitable and statutory principles. See

TEx. R. CIY. P. 680-693 and TEX. CIY. PRAC. & REM C. § 65.011. As shown above, Plaintiffs

have a probable right of recovery in this action. In addition, Plaintiffs will suffer immediate and

irreparable harm as a proximate result of Defendants' conduct. Further, Plaintiffs have no

adequate remedy at law as the total damages caused by Defendants' actions are not readily

quantifiable or measurable and/or will likely be unrecoverable.

A. Probable Right of Recovery.

87. To be entitled to a temporary injunction, an applicant need not show that they will

win at trial, but that it is probable that they will prevail and that they will likely suffer harm

waiting for the trial of their case. Bobbitt v. Cantu, 992 S.W.2d 709, 712 (Tex. App.-Austin

1999, no writ). In fact, a probable right of recovery on the merits is shown by alleging a cause of

action and presenting evidence that tends to sustain it. Miller Paper Co. v. Roberts Paper Co.,

901 S.W.2d 593, 597 (Tex. App.-Amarillo 1995, no writ). Plaintiffs have met this standard.



The facts alleged and supported in this verified Petition clearly demonstrate Plaintiffs' legal right

to the relief requested.

B. Immediate Irreparable Harm With No Adequate Remedy At Law.

88. As stated above, Plaintiffs are threatened with irreparable harm by Defendants'

conduct because of the imminent and certain harm that will be caused by Defendants' actions,

including the below-market sale of the primary asset underlying the value of the Plaintiffs'

investment, Liverpool FC.

89. Plaintiffs have no adequate remedy at law that will provide protection against this

unfair and unreasonable transaction.

90. Plaintiffs therefore request the Court grant a temporary and permanent injunction

on the same terms as the temporary restraining order.

VIII. JURY DEMAND

91. Plaintiffs demand a jury trial of all claims in this Petition on which a jury trial is

available.

IV. PRAYER

WHEREFORE, PREMISES CONSIDERED, Plaintiffs pray that the Court:

1. issue a temporary restraining order against Defendants as requested herein;

11. cite Defendants to appear and show cause, and on such hearing, issue a temporary injunction restraining Defendants as requested herein;

v. order a permanent injunction upon final trial of this cause enjoining Defendants as requested herein;

vi. award Plaintiffs all damages to which they are entitled, including, but not limited to, exemplary damages; and

vii. render judgment against Defendants for pre-judgment and post-judgment interest, reasonable attorneys' fees and expenses, costs of suit, and all other relief that the Court deems appropriate.



Dated: October 13,2010.

hom s M. Melsheimer State Bar No. 13922550 Steven H. Stodghill

State Bar No. 19261100 Stephen E. Fox

State Bar No. 07337260 Kell yD. Hine

State Bar No. 24002290 Scott C. Thomas

State Bar No. 24049694 John C.c. Sanders, Jr. State Bar No. 24057036

5000 Comerica Tower 1717 Main Street

Dallas, Texas 75201 Telephone: 214-747-5070 Telecopy: 214-747-2091

COUNSEL FOR PLAINTIFFS KOP INVESTMENT, LLC; KOP FOOTBALL (CAYMAN) LIMITED; KOP FOOTBALL (HOLDINGS) LIMITED; AND KOP FOOTBALL LIMITED



VERIFICA TION

STATE OF TEXAS

§ § §

COUNTY OF DALLAS

Before me, the undersigned Notary Public, on this day personally appeared Thomas O.

Hicks, who, after being duly sworn, stated under oath that he is a duly authorized agent of Kop

Investment, LLC ("Kop Investment"); Kop Football (Cayman) Limited ("Kop Cayman"); Kop

Football (Holdings) Limited ("Kop Holdings"); and Kop Football Limited ("Kop Football") in

this action; that the factual statements contained in Paragraphs 1-55 of the foregoing and attached

Original Verified Petition and Application for Temporary Restraining Order, and Temporary and

Permanent Injunctions are within his personal knowledge and are true and correct.

Name: j{i ffiJ My Commission Expires:

L. ~V'd~

1 z ·2.-5 'UJ/;z__



NO. /// -13IROb

KOP INVESTMENT, LLC; KOP FOOTBALL (CA YMAN) , LIMITED; KOP FOOTBALL (HOLDINGS) LIMITED; and KOP FOOTBALL LIMITED,

§ § § § § § § §

§ MARTIN BROUGHTON; CHRISTIAN MARK § CECIL PURSLOW; IAN A YRE; THE ROYAL. § BANK OF SCOTLAND PLC; N.E.S.V. I, L.L.C.; § and PHILIP NASH, § § §

Plaintiffs,

v.

Defendants.

IN THE DISTRICT COURT

/W'tJUDICIAL COURT

DALLAS COUNTY, TEXAS

TEMPORARY RESTRAINING ORDER

The Court, having considered the verified Original Petition and Application for

Temporary Restraining Order' and Temporary and Permanent Injunctions filed by Plaintiffs Kop

Investment, LLC, Kop Football (Cayman) Limited, Kop Football (Holdings) Limited, and Kop

Football Limited (the "Verified Petition"), the supporting evidence submitted therewith, the

arguments, the record, and the law, finds that Plaintiffs Application for Temporary Restraining

Order against Defendants Martin Broughton; Christian Mark Cecil Purslow; Ian Ayre; The Royal

Bank of Scotland PLC ("RBS"); and N.E.S.V. r., L.L.C. should be, and hereby is, GRANTED.

Accordingly, the Court makes the following findings and orders:

'>t?f.e.-f y ~/- .

Basedtbn the allegations in the Verified Petition and the arguments of counsel, the Court

finds that it has personal jurisdiction over the parties and jurisdiction is proper in this Court.

$.?~/y j::$?'

Based on the allegations in the Verified Petition and the arguments of counsel, the Court

further finds that Liverpool FC is a highly storied European soccer club that is a valuable and

unique asset.


Page I

-«>

Based.06n the allegations in the Verified Petition and the arguments of counsel, the Court

further finds that Liverpool FC is owned - through the various plaintiffs - ultimately by Thomas

O. Hicks and Geo~e Gillett. ~,,/?

">I?~ ..-;-- .

Based~ the allegations in the Verified Petition and the arguments of counsel, the Court

further finds that Defendants Broughton, Purslow, and Ayer (collectively the "Director

Defendants") were appointed by Plaintiffs as directors of Kop Holdings and Kop Football. The

other directors were Messrs. Hicks and Gillette. Part of the job duties of the directors involved

locating a person or company to purchase Liverpool FC for the fair market value of the club. /~...,.tri"y~

Based on the allegations in the Verified Petition and the arguments of counsel, the Court

further finds that, at various points this year, Liverpool FC had various valuations and potential

sales that valued the club in excess of $600 million and as much as $1.03 billion .

.5r7~/y'/P

Based 6n the allegations in the Verified Petition and the arguments of counsel, the Court

further finds that the Director Defendants began to take actions designed to ensure that Messrs.

Hicks and Gillette would be ousted 3§ owners of Liverpool FC.

r: v /c-/"y ~_s::::::2.

Based ~ the allegations in the Verified Petition and the arguments of counsel, the Court

further finds that the Director Defendants and RBS began negotiating to sell Liverpool FC to

NESV and Meriton in late-September 2010. The Defendants intentionally withheld information

about the possible sale from the Plaintiffs.

5"t?~/Y"~~


further finds that, Plaintiffs removed Ayre and Purslow as directors of Kop Holdings and Kop

Football pursuant to the Amended Articles of Association on or about October 5, 2010. Even if

they were not properly removed, Ayre and Purslow's conduct constituted gross violation of their

fiduciary duties to the Plaintiffs. Plaintiffs also informed Defendant Broughton of the

TEMPORARY RESTRAINING ORDER Page 2

reconstitution of the Kop Holdings and Kop Football boards and of their objection to the

potential purchase prices offered _Qx Meriton and NESV because those offers were too low.

f;~7~P?

Based"On the allegations in the Verified Petition and the arguments of counsel, the Court

further finds that despite knowing of the reconstituted Boards and knowing of the objections

voiced by Messrs. Hicks and Gillett, Mr. Broughton convened a board meeting and acted as if

Defendants Ayre and Purslow were still directors. During this meeting, Messrs. Hicks and

Gillett, who appeared at the meeting telephonically because they did not receive sufficient notice

to appear in person, again informed Defendant Broughton that Defendants Ayre and Purslow

were no longer directors and that they opposed both proposed transactions. Messrs. Hicks and

Gillett then agreed to adjourn the Board meeting for one week to allow time to resolve a number

of issues.

.)~y/~

Based£n the allegations in the Verified Petition and the arguments of counsel, the Court

further finds that, after the board meeting ended, Defendant Broughton then called another board

meeting on October 5, 2010 without giving notice to Mr. Hicks or Mr. Gillett, as required by the

companies' articles of association. Instead, Defendant Broughton and the two removed

directors, Defendants Ayre and Purslow, purported .to hold a "board meeting" to vote to approve

the sale of Liverpool FC to Defendant NESV. Although neither Defendant Ayre nor Purslow

had any authority to vote or to bind the companies, the three Director Defendants purportedly

approved that sale outside of the presence of any of the other directors. 5;~ /,p

Based tn the allegations in the Verified Petition and the arguments of counsel, the Court

further finds that on or about October 6, 2010, Defendant Broughton signed a Share Purchase

Agreement (attached hereto as Exhibit "A") purporting to sell all of Kop Football's shares of

Liverpool Fe to an entity owned and controlled by Defendant NESV. Defendant Broughton was


Page 3

not authorized to sign the Share Purchase Agreement on behalf of Kop Football. The purchase

price of the proposed sale is approximately £250 million, less than one-half of the fair market

value of Liverpool FC and approximately equivalent to the companies' outstanding debt, leaving

the equity owners with nothing .

.f",~y~/-

Based~ the allegations in the Verified Petition and the arguments of counsel, the Court

further finds that, despite their awareness that the board of Kop Football has not authorized the

NESV transaction, the Defendants have made public statements that they intend to close the sale

as planned on October 15, 2010~ F~/y,YY


further finds that the sale of Liverpool FC to NESV, if allowed, would be a sale below the fair

market value of the club. ~ ~

.r,/,t7/'~


further finds that Plaintiffs are directly and irreparably threatened because Defendants' actions

will be immediately detrimental to Plaintiffs' ownership in Liverpool FC, and as a result, will be

immediately detrimental to the value of Kop Investments, Kop Cayman, Kop Holdings and Kop

Football because the primary asset underlying each of those entities, Liverpool FC, is scheduled to be s~ld to NESV for a fraction of its true value.

'>~i?/y~~

Based·"6'n the allegations in the Verified Petition and the arguments of counsel, the Court

further finds that, consistent with the Director Defendants' prior and ongoing breaches of

fiduciary duty, the Director Defendants will presumably ratify the collusive and improper deal

with NESV in a subsequent vote at a board meeting that is scheduled for 8:30 p.m. London time

(2:30 p.m. Central time) today, despite the existence of better offers.


Page 4

~'~fy~~

Based-Sri the allegations in the Verified Petition and the arguments of counsel, the Court

further finds that Plaintiffs have no adequate remedy at law to prevent the sale from closing on or

before October 15, at 10:00 am (London Time). Unless such injunctive relief issues immediately

in the form of a temporary restraining order, Plaintiffs will be irreparably harmed. If a temporary restraining order does not issue immediately, then Defendants' ~acts, will immediately

and irreparably harm Plaintiffs. >t:?~Y~~

BasedrSn the allegations in the Verified Petition and the arguments of counsel, the Court

further finds that giving Defendants notice of this application for a restraining order and the

hearing on the motion was not feasib)e because of the need to enjoin the parties before they took ~ ~..;/%..e'~~~o?iJI'7t1??"..,,~~,Y"l''''''''''? ~eta~~~ any further actions toward completing a sale and, based on their past actionstthere is a c:.r/~/

/';"4'

significant possibility that Defendants would take action designed to thwart any possible ~/6. ~

~

injunction if given advance notice of the application and hearing.

Accordingly, it is hereby ORDERED that Defendants and their officers, agents, servants,

employees, and attorneys, and those persons in active concert or participation with any of them,

are temporarily enjoined from engaging in the following acts:

a. Completing, closing or otherwise consummating a purported sale of Liverpool FC to Defendant NESV or any related entities as provided in the October 6, 2010 Share Purchase Agreement or on similar terms;

b. Without Plaintiffs' consent, taking any action to modify, pledge, sell, transfer, seize, foreclose on or dispose of Plaintiffs' ownership interest in Liverpool FC; and

08'. ~ttk:il1g tm, tt~n jn ?];lY gtH@F eOlif't to efFsQt or impede tbi~ la!~

It is further ORDERED that the hearing on Plaintiffs' Application for Temporary . Injunction shall commence on a ~ ~e( ;l s- ,2010 at ~;apa.rrPin the ~

/c;,.p Judicial District Court, Dallas County, Texas.


Page 5

It is further ORDERED that, prior to the issuance of such a Temporary Restraining

Order, Plaintiffs shall file a bond with the Dallas County District Clerk in the amount of /' t22

$1 i>« LP' , which the Court finds will adequately protect the interests of Defendants

f

pending a hearing on Plaintiffs' Application for Temporary Injunction.

It is further ORDERED that the Clerk shall issue a Writ of Injunction incorporating this

Temporary Restraining Order.

SIGNED a~:zfo'c1ock~.m. on the /3' day of . ~~6-er, 2010.

~~

GEPRES


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KOP INVESTMENT, LLC; KOP FOOTBALL (CAYMAN), LIMITED; KOP FOOTBALL (HOLDINGS) LIMITED; and KOP FOOTBALL LIMITED,