Takeover talk

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Wembley1966
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Re: Takeover talk

Post by Wembley1966 »

GPW wrote: Fri Nov 26, 2021 4:07 pm If anything reeks it will be the smell of incompetence at LLDC's legal team if they put in a provision addressing a complete sale but allows partial sales and the issue of more shares as part of that. If that's all it takes to get round that clause it's pretty embarrassing.
Of course it was covered - the Concession Agreement has examples of what needs to be paid for partial sales and 'multi-tranche sell downs'. It might be a new share issue but they have still sold off 27% (or whatever it turns out to be) of the Club.
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Wembley1966
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Re: Takeover talk

Post by Wembley1966 »

paulhs1 wrote: Fri Nov 26, 2021 5:03 pm Dependent on the terms of the agreement, Mr Kretinsky may even be able to sell the option to purchase to someone else.

It would no doubt depend on agreement from the current owners but if he so wanted he could sell the agreement to someone else at a higher amount then the valuation price currently agreed which could give him a sizeable profit without even ever owning the club.
Which is what happened with the sale of the Boleyn Ground.

In a simply to understand form, Boleyn Phoenix had a call option agreement in March 2014 on the purchase of the ground for £40m and they subsequently sold the agreement onto BDW Trading (aka Barratt's) in July 2016 for ~£58m. £40m for the ground and £18m for Boleyn Phoenix (Vince Goldstein & Galliard). That's why the sale recorded in the Land Registry is only for £40m, which is what West Ham sold it for and it was never owned by Boleyn Phoenix.

Image

Whilst the sale may appear to have been flipped within 24 hours, the agreements for sale and purchase were 28 months apart.

In practice there were other factors involved as Boleyn Phoenix also lent money to the Club to help with the £15m that the Club had to pay up front towards the Stadium conversion costs before moving in. This was only repaid when the Boleyn Ground was sold.
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Heysel76
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Re: Takeover talk

Post by Heysel76 »

Wembley1966 wrote: Fri Nov 26, 2021 8:33 pm Of course it was covered - the Concession Agreement has examples of what needs to be paid for partial sales and 'multi-tranche sell downs'. It might be a new share issue but they have still sold off 27% (or whatever it turns out to be) of the Club.
Who would have to pay this & could this be why the price seems a bit high?
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hammer1975
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Re: Takeover talk

Post by hammer1975 »

Could any government lawyer worth their salt say that a sale was agreed to all intents and purposes (given the option now apparently in the public domain) before the 2023 clause maturity date and therefore GSB have to pay some of the penalty clause anyway?

Under contract law hasn’t there already been offer and acceptance therefore a binding contract for full sale is effectively agreed?
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jastons
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Re: Takeover talk

Post by jastons »

hammer1975 wrote: Fri Nov 26, 2021 11:02 pm Could any government lawyer worth their salt say that a sale was agreed to all intents and purposes (given the option now apparently in the public domain) before the 2023 clause maturity date and therefore GSB have to pay some of the penalty clause anyway?

Under contract law hasn’t there already been offer and acceptance therefore a binding contract for full sale is effectively agreed?
I read it as there is an option for Kretinski to purchase more shares at an agreed price. He isn't obliged. No money (other than the 27%) has changed hands. No penalty for GSB to pay.
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paulhs1
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Re: Takeover talk

Post by paulhs1 »

Wembley

Yep. We may never see the terms of the option agreement now in place and it should be pointed out that property/bricks and mortar transactions will vary somewhat from a Ltd company/going concern transaction, however, I'd be surprised if Kretinsky hasnt given himself a get out clause in some way shape or form should the need arise.

It's an option to purchase and he may not take up that option, although I think it highly likely that he will.
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paulhs1
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Re: Takeover talk

Post by paulhs1 »

hammer1975 wrote: Fri Nov 26, 2021 11:02 pm Could any government lawyer worth their salt say that a sale was agreed to all intents and purposes (given the option now apparently in the public domain) before the 2023 clause maturity date and therefore GSB have to pay some of the penalty clause anyway?

Under contract law hasn’t there already been offer and acceptance therefore a binding contract for full sale is effectively agreed?
You only pay stamp duty on a house upon completion.

What Kretinsty/Gold /Sullivan have done is to complete on a contract to purchase the club.

Kretinsky owns a contract(putting aside the 27%).

No sale has actually taken place and wont do so unless and until the option agreement is taken up. The power is with Kretinsky currently although I suspect that a specific date will be in place by which point the sale would need to have completed and it's probably from the date that the 10 year penalty runs out and perhaps a few months after that date
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Re: Takeover talk

Post by e-20 »

Interesting the news reportedly (Pinch of salt available) from UEFA supposedly claiming that either Sparta or West Ham will be banned from Europe if Kretinsky completes ownership. I suspect that will have been anticipated as well and will be circumvented one presumes by some form of ownership structure. Out of interest am I missing something here how does Red Bull get around that one as they actually trumpet and brand their ownership of their clubs.
Whu stepney
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Re: Takeover talk

Post by Whu stepney »

e-20 wrote: Sat Nov 27, 2021 2:49 pm Interesting the news reportedly (Pinch of salt available) from UEFA supposedly claiming that either Sparta or West Ham will be banned from Europe if Kretinsky completes ownership. I suspect that will have been anticipated as well and will be circumvented one presumes by some form of ownership structure. Out of interest am I missing something here how does Red Bull get around that one as they actually trumpet and brand their ownership of their clubs.
I suspect some of the media are **** stirring yet again against whufc . Tevez Olympic stadium etc it ain't as if some ain't got form for doing so . Kretinsky will make sure we ain't affected have no doubts over that.
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Doc H Ball
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Re: Takeover talk

Post by Doc H Ball »

I’m for the taxpayer here. I’d rather the money comes back to the public than to the Sullivan and Gold estates.

They just sold 27% at a huge profit whatever way you look at it.

There is no 'we'.
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York Ham(mer)
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Re: Takeover talk

Post by York Ham(mer) »

Doc H Ball wrote: Sat Nov 27, 2021 4:02 pm I’m for the taxpayer here. I’d rather the money comes back to the public than to the Sullivan and Gold estates.

They just sold 27% at a huge profit whatever way you look at it.

There is no 'we'.
Doc, as I understand it, Kretinsky bought into new shares issued by the club. Kretinsky's money will have gone to the club, not to Sullivan and Gold. He didn’t buy their shares.
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Doc H Ball
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Re: Takeover talk

Post by Doc H Ball »

York Ham(mer) wrote: Sat Nov 27, 2021 4:35 pm Doc, as I understand it, Kretinsky bought into new shares issued by the club. Kretinsky's money will have gone to the club, not to Sullivan and Gold. He didn’t buy their shares.
The money will go on paying them back their 'loans' and on players' fees due I believe. It will, accordingly, increase the value of the Club for when they sell and that £150m will leave with them.
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Diogenes
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Re: Takeover talk

Post by Diogenes »

Doc H Ball wrote: Sat Nov 27, 2021 4:02 pm I’m for the taxpayer here. I’d rather the money comes back to the public than to the Sullivan and Gold estates.

They just sold 27% at a huge profit whatever way you look at it.

There is no 'we'.
They didn't sell any of their shares Doc, so no profit to them personally.
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the pink palermo
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Re: Takeover talk

Post by the pink palermo »

Diogenes wrote: Sat Nov 27, 2021 4:44 pm They didn't sell any of their shares Doc, so no profit to them personally.
It's only about timing.

He's bought new shares - the money actually goes in to the club - that money will cover almost all of the clubs debts, including loans made by Gold and Sullivan, as well as provide the club with the money to pay for the players they have signed in the last year or so.

They'll take their profit on the day they actually sell their shares to him, at a price, which will of course, reflect a debt free club.

The whole thing is a disgrace from a taxpayers perspective, but if their appointed agents were so completely and utterly stupid to agree to the deal they did it's little wonder the Government is always skint and coming to us for more money.
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Diogenes
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Re: Takeover talk

Post by Diogenes »

the pink palermo wrote: Sat Nov 27, 2021 4:56 pm It's only about timing.

He's bought new shares - the money actually goes in to the club - that money will cover almost all of the clubs debts, including loans made by Gold and Sullivan, as well as provide the club with the money to pay for the players they have signed in the last year or so.

They'll take their profit on the day they actually sell their shares to him, at a price, which will of course, reflect a debt free club.

The whole thing is a disgrace from a taxpayers perspective, but if their appointed agents were so completely and utterly stupid to agree to the deal they did it's little wonder the Government is always skint and coming to us for more money.
I wouldn't disagree with any of that Mr P, but that makes Gold and Sullivan no worse than 99% of those in charge and money. It doesn't make it right, but it is what it is. Personally I do the same to legally minimise my dues to the tax man. Does that make me a bad person? Obviously, I don't think so, but we all try to pay as little tax as we can get away with, legally. I would suggest that 99.99% on this forum are of the same persuasion.
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Bond Holder 59
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Re: Takeover talk

Post by Bond Holder 59 »

the pink palermo wrote: Sat Nov 27, 2021 4:56 pm It's only about timing.

He's bought new shares - the money actually goes in to the club - that money will cover almost all of the clubs debts, including loans made by Gold and Sullivan, as well as provide the club with the money to pay for the players they have signed in the last year or so.

They'll take their profit on the day they actually sell their shares to him, at a price, which will of course, reflect a debt free club.

The whole thing is a disgrace from a taxpayers perspective, but if their appointed agents were so completely and utterly stupid to agree to the deal they did it's little wonder the Government is always skint and coming to us for more money.
Would it be government, would it not be Mayor and relevant Borough council?
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jastons
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Re: Takeover talk

Post by jastons »

Doc H Ball wrote: Sat Nov 27, 2021 4:02 pm I’m for the taxpayer here. I’d rather the money comes back to the public than to the Sullivan and Gold estates.

They just sold 27% at a huge profit whatever way you look at it.

There is no 'we'.
I'm for the taxpayer as well but you can't expect Gold & Sully to suffer a 'financial penalty' when they haven't sold the club.
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paulhs1
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Re: Takeover talk

Post by paulhs1 »

jastons wrote: Sun Nov 28, 2021 12:05 am I'm for the taxpayer as well but you can't expect Gold & Sully to suffer a 'financial penalty' when they haven't sold the club.
Precisely this. The club hasnt been sold but it might be in 2023.
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Cornelius Beal
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Re: Takeover talk

Post by Cornelius Beal »

Bond Holder 59 wrote: Sat Nov 27, 2021 11:31 pm Would it be government, would it not be Mayor and relevant Borough council?
In this typically messy, murky case, the Mayor and government are unsurprisingly the very same.
Bumbling Boris Johnson.
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brooking_1980
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Re: Takeover talk

Post by brooking_1980 »

Sully needed a cash injection as feels like the loans are going up, with the payments on these great players building up and the losses on the not so great players building up. The way its been done is secure from both sides.

There's no way Sully is going to get caught out with a windfall tax at this point, he would have been all over it.

He still walks away with £ 500m in 16 months.
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