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London_Fox

Details of the Deal

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There are a lot of interesting things in that post which details everything about the bid basically.

1) Tim Davies is staying as Chief Executive at least for now (but not as a director)

2) No mention of any role for the Foxes Trust (officially at least)

3) Part of the deal is an injection of £9 million over the next 15 months (not just transfers though)

4) 10p per share originally, an extra 40p if we get promoted in the next 3 years and an extra 50p is we stay up

The financial bit troubles me a little bit. There are two sides to it. The first is that Milan will have to pay more if we get promoted in three years and so that potentially disincentivises (a word?) our promotion for him especially if it's the 3rd season and looks like it's going to be close. Financially it's better for him if we don't go up but wait four years. Assuming that benefits of premiership football outweight the costs for him (financial and otherwise) it's also not great that if we do get promoted he's going to spend a significant amount of money on paying back the shareholders which could otherwise go on transers/wage bill.

This is all hypothetical of course and it could make no difference (i'm still very much behind the takeover) but it is interesting.

Glad to see he's keeping Tim Davies as Chief Exec and he's promised to inject £9 million presumable mostly towards the wage bill and paying off some debts.

Anyone who understands more then me in economics/business/legal contrat stuff feel free to tell me i've got it wrong and what I may have missed.

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However I think it's fair to say that if we get back into the Premiership, the rewards through the latest Premiership TV deal will make these numbers look small. The key is to survive that first year. Then you have a real chance to build a solid Club. The gamble would be how much money he spends in year one of a return to the Prem to try and maintain a place in the Prem. Wigan's management were talking about Dowd's decisions on Sunday potentially costing them 40 million quid if they get relegated.

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This was posted by Soho_Fox on foxfanzine, basically confirming your reading:

Is on the Foxestalk site "The Bid In Full".

Complicated legal speak.

Basically MM has stuffed in £9million for new shares. £4.5 mill now and £4.5 mill by 31 May 2008. That goes into the Club.

That gives him 75% control. Because the new shares have flooded the existing shares.

Then he has agreed to buy the existing shares from existing shareholders at 10p in the £ by 15 August 2010 at the latest. BUT if we go up into the Prem in the next 3 years he will pay an additional 40p in the £ at the start of the season we go up. AND if we stay up that season he will pay an additional 50p in the £ at the start of that 2nd season in the Prem.

This is all done by Call Options to buy those shares and the existing shareholders have Put Options requiring MM to buy at those prices in MM doesn't do so if the conditions are met.

MM is providing a personal shareholder's guarantee for that money - but not backed up by a bank guarantee.

No plans to do anything about buying the stadium.

EGM on 9 March to deal with the formalities.

So the deal is for £9 Million PLUS another minimum of £600,000 for shareholders by 2010 BUT if we go up they get half their money baack (£3 mill) and if we stay up they get all their money back(£6 mill).

So clever MM gets the club for under £10 mill. If he pays more it's because we have hit the big time and he can easily afford it.

Also he takes over the Club's liabilities obviously.

(Unless you are Soho_Fox!)

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This was posted by Soho_Fox on foxfanzine, basically confirming your reading:

(Unless you are Soho_Fox!)

http://www.investegate.co.uk/

I bought this to the attention on foxestalk when the liverpool bid was around, stealing my thunder louise! :smile:

Feb 6 2007, 01:55 PM

Post #1

http://www.investegate.co.uk/Index.aspx

Investegate is the most comprehensive online source of announcements from UK quoted companies, allowing you to view all regulatory and other published information in one place

http://www.investegate.co.uk/Index.aspx?company=LCC

This post has been edited by FOX in a BOX: Feb 6 2007, 01:56 PM

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http://www.behrmancap.com/Team/milan.htm

from detail

tony lander

http://www.driversjonas.com/uk.aspx?doc=70

The Investor has no plans to dispose of the Stadium which is the subject of a

purchase agreement with T-C Sports Co, Inc. The Stadium is shown in the

Company's financial statements at depreciated historical cost and at 30 November

2006 this was a figure of £17,716,000

£17,716,000 + £4,500,000.38 (half the agreed settlement ) = Just over 22 million inc stadium + reassurances of salary/pensions for staff

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All this demonstrates to me is that Milan Mandaric is a very shrewd businessman who has managed to buy a very cheap football club that only becomes more expensive if it turns out to be a success. A great deal!

Soho Fox has summed it up well.

I can't really see much to worry about from our point of view, I would certainly disagree with any sugestion that he will not be incentivised to get the club promoted within that 3 year window - the benefits of promotion within that time will outweigh any extra payments to shareholders through those options.

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Having a look over the list of shareholders who sold and the list of shareholders we have from 2005 the ones I can't find are:

James Johnson 175,000

Timothy Days 100,000

Celia Mackay 75,000

Richard Mackay 75,000

Roger Moore 30,000

Teacher's Pension Fund 1

Obviously the shareholding must have changed between 2005 and a few days ago (an I suspect Charles Street Buildings (Leicester) Ltd is probably Timothy Days, but didn't want to subtract until sure) - can the FT or anyone confirm these are the parties that didn't sell?

I also suspect that "In addition, the Company has received an irrevocable undertaking from T-C Sports Co,Inc to vote in favour of the Resolutions at the EGM in respect of the one Redeemable Share held by it." may be in reference to Teachers, as they're the only one with a single share.

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Foxes Trust can you respond to this?

Deletion of Reference to 'B' Shares

Under the original articles of association of the Company there was reference to

'B' Shares which were held by Leicester City Supporters Society Limited (the '

Supporters' Trust'). If the Supporters' Trust had subscribed for a minimum of

500,000 Ordinary Shares of £1.00 each by 5pm on 31 March 2003 then it would have

been entitled to appoint a 'B' Director and it would have had special rights

attaching to such 'B' Shares to enable its 'B' Director to be present on the

Board of Directors at all times.

On the basis that the Supporters' Trust did not meet the above deadline for

subscription then the 'B' Shares held by it automatically converted to Ordinary

Shares and, therefore, references to 'B' Shares in the Articles are no longer

required.

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Foxes Trust can you respond to this?

Deletion of Reference to 'B' Shares

Under the original articles of association of the Company there was reference to

'B' Shares which were held by Leicester City Supporters Society Limited (the '

Supporters' Trust'). If the Supporters' Trust had subscribed for a minimum of

500,000 Ordinary Shares of £1.00 each by 5pm on 31 March 2003 then it would have

been entitled to appoint a 'B' Director and it would have had special rights

attaching to such 'B' Shares to enable its 'B' Director to be present on the

Board of Directors at all times.On the basis that the Supporters' Trust did not meet the above deadline for

subscription then the 'B' Shares held by it automatically converted to Ordinary

Shares and, therefore, references to 'B' Shares in the Articles are no longer

required.

Good work Foxest Trust. An explanation for this apparent cock up will make interesting reading.

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Looks like that's just in reference to the fact that the FT could have had a seat on the board if they'd invested 500k. Nothing new surely.

Hmm, maybe I'm misreading it. It sounds to me like to have this B seat on the board all they had to do was convert their B shares into ords by a certain date, which they failed to do.

Were the B shares convertible at 1:1 or would this have cost them £500k?

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I didn't see the Foxes Trust on the list of ex-shareholders :unsure:

Does this mean they have held onto their share's and if so why?

The FT are listed under another name (something like Leicester City Supporters Society I think) - Dave beat me to it.

My understanding is that Louise is right and the whole 'B' shares thing isn't new, just that they never invested enough (500k) for a full board position but i'm sure if that's not the case they can put us right.

I'm not Soho_fox but he/she are stealing my thunder!

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I also suspect that "In addition, the Company has received an irrevocable undertaking from T-C Sports Co,Inc to vote in favour of the Resolutions at the EGM in respect of the one Redeemable Share held by it." may be in reference to Teachers, as they're the only one with a single share.

It is. They are also retaining a seat on the board.

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As has been said elsewhere, no cock-up. They were promised a seat on the board if they invested £500,000 - they didn't.

Ok, thanks to Louise and Surreal Madrid for clearing that up.

(who would've thought I'm a part qualified accountant!)

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Will be interesting to see how much of the 9m can actually go on improving the squad, as I imagine a significant majority of it will go on debts/operating costs.

Not sure how much will actually go towards paying off debts. Didn't someone say that we weren't paying interest on the debt to Teachers (stadium) until we get into the premiership which means there is no hurry in paying that off really. Can't imagine we have other significant debts and so it's more about balancing the running costs of the club. If someone has the loss from this financial year then I guess he'll cover that again (try to cut it too) and the rest will go on transfers/wage bill.

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