Takeover talk

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Diogenes
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Re: Takeover talk

Post by Diogenes » Sun Nov 21, 2021 3:39 pm

brooking_1980 wrote:
Sun Nov 21, 2021 3:02 pm
I thought £ 700m was too high. Its £ 700m including the debt, so £ 600m once the debts are paid off:

Source: https://www.ft.com/content/b98cb846-89a ... 542cb36387

Mis-leading & wrong to say its £ 700m. I had thought it would be £ 160m/27%=£ 593m, which for me, already feels too high, let alone £ 700m.
£700m is far, far too high (currently) whichever method you use. Anything more than £600m is taking a punt on further Park development etc (at the moment). As I have said before £450m - £550m is the market value. Kretinski's involvement is part if his strategic investment plan. Perhaps more emotionally (sport) driven than his other investments, but £150m is peanuts for him and his partners to spread their risk and potential ROI. Dont be fooled, ROI will be the top of this guys agenda.

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Re: Takeover talk

Post by bonzosbeard » Sun Nov 21, 2021 4:13 pm

Diogenes wrote:
Sun Nov 21, 2021 3:39 pm
£700m is far, far too high (currently) whichever method you use. Anything more than £600m is taking a punt on further Park development etc (at the moment). As I have said before £450m - £550m is the market value. Kretinski's involvement is part if his strategic investment plan. Perhaps more emotionally (sport) driven than his other investments, but £150m is peanuts for him and his partners to spread their risk and potential ROI. Dont be fooled, ROI will be the top of this guys agenda.
Return on investment will be top of their agenda but a reasonably successful team competing in the Premier league rather than continuing to struggle with relegation will be an important part of that.

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Re: Takeover talk

Post by e-20 » Mon Nov 22, 2021 10:57 am

Diogenes wrote:
Sun Nov 21, 2021 3:39 pm
£700m is far, far too high (currently) whichever method you use. Anything more than £600m is taking a punt on further Park development etc (at the moment). As I have said before £450m - £550m is the market value. Kretinski's involvement is part if his strategic investment plan. Perhaps more emotionally (sport) driven than his other investments, but £150m is peanuts for him and his partners to spread their risk and potential ROI. Dont be fooled, ROI will be the top of this guys agenda.
Spot on.

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Re: Takeover talk

Post by sutts07 » Mon Nov 22, 2021 11:09 am

brooking_1980 wrote:
Sun Nov 21, 2021 3:02 pm
I thought £ 700m was too high. Its £ 700m including the debt, so £ 600m once the debts are paid off:

Source: https://www.ft.com/content/b98cb846-89a ... 542cb36387

Mis-leading & wrong to say its £ 700m. I had thought it would be £ 160m/27%=£ 593m, which for me, already feels too high, let alone £ 700m.
Feels to me like the agreed value of the club for this deal was £555m. Which feels about right.

Kretinsky put 150m in (I don't think it was as much as 160m was it??) and that has seen him obtain a 27% stake.
That means each 1% he has secured is worth 5.5m and the club is worth £555m.

Feels about right to me. The squad has got to be worth over 300m these days alone.

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Re: Takeover talk

Post by e-20 » Mon Nov 22, 2021 11:32 am

bonzosbeard wrote:
Sun Nov 21, 2021 4:13 pm
Return on investment will be top of their agenda but a reasonably successful team competing in the Premier league rather than continuing to struggle with relegation will be an important part of that.
Well said this does need to be emphasised and that is where my relief comes from, firstly that Kretinsky (unlike PAI) is a football guy and secondly our present form and perception shows there is potential even on nothing more than a decent budget, to be successful, attract attention in a positive manner and the club equally has the potential to be a positive brand for an investor and actually promote and give added value to what other aspirations he has for this investment longer term, rather than being just a means to a very different potential end and in the worst case scenario just being seen as an anchor on ROI.

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Re: Takeover talk

Post by Wembley1966 » Tue Nov 23, 2021 3:05 pm

Wembley1966 wrote:
Tue Nov 16, 2021 4:44 pm
As part of the negotiations on buying into the Club, Kretinsky will have wanted to appoint directors to the board. To stop him having too much control, then Sullivan and Gold would then have the option of appointing additional directors.

There will be all sorts of amendments in the Articles of Association about what constitutes a quorum for board meetings, who can nominate a proxy for voting and what sort of veto's certain directors may have. These should all be published in the next few weeks.
The revised Articles of Association have been filed at Companies House. We've just got to wait for someone there to scan them and post them on their website. Should be there for viewing in the next few days.

They have also filed a resolution of removal of pre-emption rights. This was to change the rules that required any new share issue to be offered to the existing shareholders first. By removing the pre-emption rights, the existing shareholders gave up their rights to be allocated new shares and they all went to 1890s holdings a.s (Daniel Křetínský).

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Re: Takeover talk

Post by Liam » Tue Nov 23, 2021 3:53 pm

sutts07 wrote:
Mon Nov 22, 2021 11:09 am
Feels to me like the agreed value of the club for this deal was £555m. Which feels about right.

Kretinsky put 150m in (I don't think it was as much as 160m was it??) and that has seen him obtain a 27% stake.
That means each 1% he has secured is worth 5.5m and the club is worth £555m.

Feels about right to me. The squad has got to be worth over 300m these days alone.
So by that calculation was the club only worth £405m before the new £150m influx? that seems a little low to me. Or does the £150m of new money need discounted in some way?

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Re: Takeover talk

Post by alski » Tue Nov 23, 2021 5:42 pm

Wembley1966 wrote:
Tue Nov 23, 2021 3:05 pm
They have also filed a resolution of removal of pre-emption rights. This was to change the rules that required any new share issue to be offered to the existing shareholders first. By removing the pre-emption rights, the existing shareholders gave up their rights to be allocated new shares and they all went to 1890s holdings a.s (Daniel Křetínský).
I take it this is good news? I have no clue re: these kind of things.

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Re: Takeover talk

Post by -DL- » Tue Nov 23, 2021 6:21 pm

alski wrote:
Tue Nov 23, 2021 5:42 pm
I take it this is good news? I have no clue re: these kind of things.
From my understanding of these things, it's a little bit of house-keeping that makes it more favourable for our new part owner to be able to do a full takeover I think. It means the new share creating went solely to him. So GSB and TS have the same amount of shares they always have had, and the new ones created (in effect diluting the shares so they spread around more people) have all gone to 1890s Holdings.

GSB and TS have got the same amount of shares they've always had, but they're now a smaller percentage of the club - and removing these pre-emption rights, meant that GSB ans TS couldn't buy them before 1890s holdings. I think...

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Re: Takeover talk

Post by Johnny Byrne's Boots » Tue Nov 23, 2021 6:35 pm

Does it also mean that if someone wants to sell their shares, they no longer have to give existing shareholders first refusal?

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Re: Takeover talk

Post by Romford_Iron » Tue Nov 23, 2021 7:56 pm

Diogenes wrote:
Sun Nov 21, 2021 3:39 pm
Dont be fooled, ROI will be the top of this guys agenda.
Don’t be fooled :lol: Thank god you cracked this one Columbo.

Are you implying this is a bad thing? Because anyone who was going to buy us would have be looking for a ROI. Even the guys at City are building an empire. I doubt they’re throwing money at Melbourne City FC because its their lifelong ambition to have a team win the ****ing A League :lol:

Plus what other option were there? It’s not like there was a line of billionaire West Ham fans clambering over each other to buy the club and then donate billions and billions out of their own pocket and never expect anything back in return?

Like seriously, what kind of owner would have made you happy?

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Re: Takeover talk

Post by Wembley1966 » Tue Nov 23, 2021 11:15 pm

Johnny Byrne's Boots wrote:
Tue Nov 23, 2021 6:35 pm
Does it also mean that if someone wants to sell their shares, they no longer have to give existing shareholders first refusal?
No Pre-emption only applies to any new shares issued - not to existing shares.

However - all of the rules on selling existing shares will be fully shown in the new Articles of Association.

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Re: Takeover talk

Post by sutts07 » Tue Nov 23, 2021 11:59 pm

Liam wrote:
Tue Nov 23, 2021 3:53 pm
So by that calculation was the club only worth £405m before the new £150m influx? that seems a little low to me. Or does the £150m of new money need discounted in some way?
It was worth 555m and still is.

If you are selling a house for 555k and you have a 150k mortgage on it that your parents decide to wipe out for you... the value of the house is still 555k.

You essentially get more out of it when you sell because you have no mortgage to pay off anymore, but the value of the house remains the same.

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Re: Takeover talk

Post by pezza20 » Wed Nov 24, 2021 9:14 am

What I do hope for is that DK finally brings in some decent people, gets rid of that idiot Brady who can't do anything she says she will do - because if there is one thing to show for where we are, is the brand is and could be the strongest it has been for quite a while, so a good time to implement a better commercial strategy to start bringing in more money. Our sponsorship deals have always been small fry and driven by people at the club who are, well, not particularly good.

A broom needs to sweep away all the ****.

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Re: Takeover talk

Post by Liam » Wed Nov 24, 2021 11:50 am

sutts07 wrote:
Tue Nov 23, 2021 11:59 pm
It was worth 555m and still is.

If you are selling a house for 555k and you have a 150k mortgage on it that your parents decide to wipe out for you... the value of the house is still 555k.

You essentially get more out of it when you sell because you have no mortgage to pay off anymore, but the value of the house remains the same.
Not sure i agree with that. If a company is worth £555m (taking into consideration all assets and liabilities), you inject £150m into it then it is worth more (you hold more equity). The fact that you use the injection to reduce your liabilities has an effect on the value of the company.

In simplistic terms if a company owns a house worth £1,000,000 with a £500,000 mortgage the company has a book value of £500,000. If you inject £250,000 into that company and pay down part of the mortgage then the company is now worth £750,000.

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Re: Takeover talk

Post by Wilko1304 » Wed Nov 24, 2021 11:54 am

https://www.whust.org/news/daniel-ketns ... r-the-club

Both Put and Call options in the share buy agreement. Think that means a price is agreed for a future takeover, which I would guess is at the price of current shares and to have a deal in place after the deadline for Sullivan having to give money away?

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Re: Takeover talk

Post by Liam » Wed Nov 24, 2021 3:22 pm

Wilko1304 wrote:
Wed Nov 24, 2021 11:54 am
https://www.whust.org/news/daniel-ketns ... r-the-club

Both Put and Call options in the share buy agreement. Think that means a price is agreed for a future takeover, which I would guess is at the price of current shares and to have a deal in place after the deadline for Sullivan having to give money away?
Not sure it necessarily means price is agreed. Put and Call strike prices could be miles away from each other (ie at a price neither is likely to exercise). What interests me is that Sullivan may have actually lost complete control as the call option does give Kretinsky some leverage (even if the price is well over market value)

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Re: Takeover talk

Post by Wembley1966 » Wed Nov 24, 2021 4:48 pm

The new Articles of Association are now available on the Companies House website:
https://find-and-update.company-information.service.gov.uk/company/05993863/filing-history

Main points of note:
  • DS can appoint 3 directors including a chairman.
    DG can appoint 2 directors including joint chairman
    DK can appoint 2 directors including joint vice chairman
    TS can appoint 1 director
    providing such directors must first have been approved as directors as required by the rules of the Premier League and must comply at all times with the Premier League's Directors and Owners Test.
  • Directors Meeting Quorum - 1 each from DS, DG, DK, TS appointed directors.
  • One director, one vote - various clauses about alternate directors and casting vote.
  • Usual Pre emption rights over new shares issued (which was temporarily removed so that DK received full allocation of new shares)
  • The Company may pay someone a commission if someone subscribes to shares. Brady got paid £438,000 as a consultancy fee (thereby avoiding PAYE and NI) on top of her salary for Tripp Smith's share purchase, which should have been part of her day job!
  • If someone wants to sell their shares they must sell all of them (except for Option sales). They must first be offered to the existing shareholders' in proportion to the number of existing shares held by them. Any not taken up by existing shareholders within 30 days are then offered to those that did. After that they can be sold to a third-party - however that third party must offer to buy all the shares of the other shareholders on the same terms.
  • Drag and Tag Rights for minor shareholders: - the drag along clauses requires the minor shareholder to sell their shares. The tag along clauses requires the minor shareholder to be allowed to join in on a sale.
  • Put and Call Option Agreement. It mentions the existence of this agreement between Sullivan, 1890 Holding A.s and E P Investment Sarl (Křetínský's investment company) but not the details of the agreement. If this option is exercised then Gold and Smith's shares can be offered in the sale.
A Put Option grants a right (but not an obligation) for a potential seller to sell shares to a buyer at a pre-agreed price, or at a price to be determined in accordance with a pre-agreed formula, or by a specified time in the future. It enables Sullivan to be guaranteed a price for their shares for a limited period.
A Call Option is the opposite - a right (but not an obligation) to buy shares at a certain price, or at a price to be determined in accordance with a pre-agreed formula, or by a specified time in the future.

Both parties still need to agree to exercise their Put and Call options respectively - but they have already negotiated the terms if they did decide and go ahead with the sale.

Seems to me, Sullivan is waiting until 23rd March 2023.
Last edited by Wembley1966 on Wed Nov 24, 2021 5:41 pm, edited 1 time in total.

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Re: Takeover talk

Post by Wilko1304 » Wed Nov 24, 2021 4:55 pm

Liam wrote:
Wed Nov 24, 2021 3:22 pm
Not sure it necessarily means price is agreed. Put and Call strike prices could be miles away from each other (ie at a price neither is likely to exercise). What interests me is that Sullivan may have actually lost complete control as the call option does give Kretinsky some leverage (even if the price is well over market value)
:oops:

I need to stop posting things I know nothing about, but that is a standard I am not willing to uphold.

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Re: Takeover talk

Post by -DL- » Wed Nov 24, 2021 5:24 pm

Wembley1966 wrote:
Wed Nov 24, 2021 4:48 pm

DK can appoint 2 directors including vice chairman
So what does this mean, as we already have a Vice Chair? :chin:

Is this potentially curtains for the baroness?

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