Club Sale | It’s done!

[MTF]

On what basis can the minority shareholders prevent the Glazers selling their shares?

It doesn't make sense. It's not as if they are being offered less for their shares, they would still hold them and if anything, they would increase in value at the point of sale.

Fiduciary duties of majority/controlling shareholders. I'm not a lawyer, so I can't point to where exactly it is codified and what relevant precedents there are in the US and Cayman. But the general notion is that the majority shareholders shouldn't be allowed to simply sell their shares to a new controlling shareholder that would reduce the value of minority shares. One example would be a new controlling shareholder that intends to cut dividends.

I think even if I knew the law, it might be the sort of thing that isn't even clearly defined and gets ruled on case-by-case. But the minority shareholders would likely have grounds to at least start a lawsuit, and possibly delay the conclusion of a sale by the Glazers.

https://www.avisenlegal.com/fiduciary-duties-of-majority-and-minority-shareholders-in-corporate-law/

 

[strandty]

On what basis can the minority shareholders prevent the Glazers selling their shares?

It doesn't make sense. It's not as if they are being offered less for their shares, they would still hold them and if anything, they would increase in value at the point of sale.

Because they are being prevented from selling their shares at the vastly inflated rate ($35 per share was it?) that the Glazer's will be receiving and it's not being offered to them. That, combined with the fact that the Glazer's back in November promised to put the best interests of the fans, shareholders and stakeholders in a public statement about the 'strategic alternatives' which vastly inflated the share price puts them on shaky ground, especially considering its shown that only the Qatar takeover positive news will increase the share price. If SJR got his method through, the share price would tank since he has no interest in them.

 

[rimaldo]

i signed up to jokewritingwithbrophs.com but it was just a scam to get pictures of my scrotum and elbows.

 

[Sanchez7]

I know this probably has been answered somewhere, I'm just curious why Jassim hasn't just bought up all the shares not owned by the Glazers already? Could he not buy up the shares of the siblings that want to sell and then force the rest out?

Glazers own supervoting shares which aren't traded on the exchange. They can buy all B class shares with 1/10th(i think) of the voting rights but it won't help as all the control will still rest with Glazers.

 

[Tarrou]

United haven't been a PLC for a long time

it’s a PLC now?

 

[Robertd0803]

Whats going on with the thread title?

 

[Red in STL]

it’s a PLC now?

No it isn't, it ceased to be a PLC when the Glazer's bought it

 

[JagUTD]

Fiduciary duties of majority/controlling shareholders. I'm not a lawyer, so I can't point to where exactly it is codified and what relevant precedents there are in the US and Cayman. But the general notion is that the majority shareholders shouldn't be allowed to simply sell their shares to a new controlling shareholder that would reduce the value of minority shares. One example would be a new controlling shareholder that intends to cut dividends.

I think even if I knew the law, it might be the sort of thing that isn't even clearly defined and gets ruled on case-by-case. But the minority shareholders would likely have grounds to at least start a lawsuit, and possibly delay the conclusion of a sale by the Glazers.

https://www.avisenlegal.com/fiduciary-duties-of-majority-and-minority-shareholders-in-corporate-law/

Why would someone paying an amount that values the business at over £5bn and well over it's share price value cause their shares to devalue?

 

[Tarrou]

No it isn't, it ceased to be a PLC when the Glazer's bought it

but the Glazers then listed on the Nasdaq no?

 

[red.knight]

Following united sale news stresses me out insanely. Tonight’s headline will be “Qatar doubt?” Tomorrow it’s gonna be “Sir Jim back in the race” then tomorrow night it will be “Glazers staying?” meanwhile the club is not signing a single soul and probably won’t sell anybody either. The Glazers are literally killing the club and the fans integrity. This is really a sad malaise.

 

[strandty]

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Nick Speed with his Seeking Alpha source saying stock sales to be halted...

 

[Woziak]

I'm surprised the Glazers haven't stripped the club by selling the land of the stadium is on, in return for a long lease arrangement, which will be paid by the club etc

There is still plenty of money for them to remove before they sell up for a big price.

The 43 acres has the option to expand to 100 acres with the local council completely on board to redeveloping the area. If you built a world class training ground, a new 100,000 all seater stadium with a museum. Someone like the Qataris would build 3 or 4 hotels and multiple restaurants around the area, they could build a Qatari style shopping centre there’s so much land and opportunity with no resistance from local
Government. The Glazers simple do not have that sort of wealth or access to those huge funds needed, SJ and his Dad does.

 

[Man-United]

Whats going on with the thread title?

Some child playing around trying to be funny.

 

[Red in STL]

but the Glazers then listed on the Nasdaq no?

For starters a PLC is a UK only entity not a US one

It's still basically a private company due to how the stock is structured with A and B class shares, the Nasdaq only covers the A class shares which are a fraction of the total, the B class shares are not publicly available

 

[JagUTD]

Because they are being prevented from selling their shares at the vastly inflated rate ($35 per share was it?) that the Glazer's will be receiving and it's not being offered to them. That, combined with the fact that the Glazer's back in November promised to put the best interests of the fans, shareholders and stakeholders in a public statement about the 'strategic alternatives' which vastly inflated the share price puts them on shaky ground, especially considering its shown that only the Qatar takeover positive news will increase the share price. If SJR got his method through, the share price would tank since he has no interest in them.

Who is preventing them? Is the buyer obligated to buy their shares? Why would their shares decrease in value in the event of a sale?

 

[Pexbo]

The 43 acres has the option to expand to 100 acres with the local council completely on board to redeveloping the area. If you built a world class training ground, a new 100,000 all seater stadium with a museum. Someone like the Qataris would build 3 or 4 hotels and multiple restaurants around the area, they could build a Qatari style shopping centre there’s so much land and opportunity with no resistance from local
Government. The Glazers simple do not have that sort of wealth or access to those huge funds needed, SJ and his Dad does.

They surely won’t want to build a training ground in Stretford. There’s a good reason Carrington is out in green space

 

[Red in STL]

Who is preventing them? Is the buyer obligated to buy their shares? Why would their shares decrease in value in the event of a sale?

Nobody is obligated to buy them

 

[JagUTD]

For starters a PLC is a UK only entity not a US one

It's still basically a private company due to how the stock is structured with A and B class shares, the Nasdaq only covers the A class shares which are a fraction of the total, the B class shares are not publicly available

This is something else I wanted to ask about. The Glazers shares aren't listed and given the structure of the sale, on what grounds would the minority shareholders have to argue they should also receive the same premium for what is essentially a different share?

They have the M Sport shares while the Glazers have the full fat M.

 

[LordSpud]

It's gonna go pop tomorrow now the transfer window has finally started for us.

 

[Tarrou]

For starters a PLC is a UK only entity not a US one

It's still basically a private company due to how the stock is structured with A and B class shares, the Nasdaq only covers the A class shares which are a fraction of the total, the B class shares are not publicly available

it says it on the clubs own IR website

https://ir.manutd.com/financial-information/quarterly-reports/2022.aspx

 

[Woziak]

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Nick Speed with his Seeking Alpha source saying stock sales to be halted...

This is quite interesting as it states that SJR has been the reason for the hold up, SJR had 8 months to read the room that only a full sale would be accepted and now he’s trying to borrow more money to buy the club, Jim F…off if you really are a united fan, you’ve had 8 months to get this right and now your trying to go back on original plan for keeping the Glazers, your not welcome Mr Ratcliffe because clearly you don’t understand running a football team let alone one of the biggest in the world.

 

[strandty]

Who is preventing them? Is the buyer obligated to buy their shares? Why would their shares decrease in value in the event of a sale?

No they're not but it's the fact there is an offer on the table offering them a significant increase on the market value of their shares. Their shares would not be worth the $35+ per share if SJR took over. The price of shares would drop because there would be no interest in them. Therefore the Glazer's saying in November they'll put the fans and shareholders in their best interest would be a false statement made in the public domain.

 

[Pexbo]

On what basis can the minority shareholders prevent the Glazers selling their shares?

It doesn't make sense. It's not as if they are being offered less for their shares, they would still hold them and if anything, they would increase in value at the point of sale.

We’ve been through this over the last few pages. Feel free to read back and it will be explained.

It’s subject to legal challenge so nobody knows what the correct answer is.

 

[Woziak]

They surely won’t want to build a training ground in Stretford. There’s a good reason Carrington is out in green space

The training ground will stay at Carrington but probably be completely built from start to end. I think they will turn old Trafford into 25,000 all seater stadium and build a brand new one opposite on the ground as the design on you tube have shown. Anyway all that for another day, are we finally seeing an end to the takeover ?

 

[Pexbo]

Yeah I’ve bought a bunch of shares because I was happy to put my money where my mouth is - with what we know about the clubs finances, since the beginning logic has said that Qatar will win this.

That’s completely beside the point though and I think you know that and are arguing in bad faith now.

I’ll break it down for you one last time.

1. Last year the Glazers put out a statement saying they were exploring strategic alternatives which include investment or sale. They made clear this was to benefit the club, fans, shareholders and stakeholders.
2. Off the back of that statement the share price rocketed.
3. The Glazers have two offers.
   1. One ticks all the boxes of what they promised including premium for the shareholders and major investment in the club (which will satisfy fans and stakeholders like sponsors etc).
   2. The other is a nice little earner for them. Has no promise to clear debt and no promise of investment.

Now nothing was stopping them putting out a statement that they were looking to exit and their shares were for sale but they didn’t do that. They made an official statement as directors of the club.

They are directors of the company. They have responsibility to their shareholders. They currently have an offer that will make a lot of people a LOT of money, my shares are so few they are inconsequential, I’m under no illusion of that however, there are firms holding tens of millions of dollars worth of MUFC shares on behalf of their clients and they will be arming themselves with huge legal teams if the Glazers do not act in their best interests.

Which is all fine but we’re not talking about a simple private sale of shares here.

You seem to be hell bent on ignoring the bit where they started this entire process as directors of the company promising to act in the best interests of shareholders, fans and stakeholders in a statement from the club.

That statement says that:


The Raine Group is acting as the Company’s exclusive financial advisor and Latham & Watkins LLP is legal counsel to the Company.

Rothschild and Co. is acting as exclusive financial advisor to the Glazer family shareholders.

@JagUTD

 

[Ian Reus]

The 43 acres has the option to expand to 100 acres with the local council completely on board to redeveloping the area. If you built a world class training ground, a new 100,000 all seater stadium with a museum. Someone like the Qataris would build 3 or 4 hotels and multiple restaurants around the area, they could build a Qatari style shopping centre there’s so much land and opportunity with no resistance from local
Government. The Glazers simple do not have that sort of wealth or access to those huge funds needed, SJ and his Dad does.

Make it 120,000 seater stadium. And have a train line built to run from airport and stadium.
Allocate so many seats to fans being flown in from all over the world via Qatar airways.

 

[MTF]

Why would someone paying an amount that values the business at over £5bn and well over it's share price value cause their shares to devalue?

If they (Class A shares) were to hypothetically become a sort of stub that no one really wants, because you don't need them to have control of the asset that's mostly about prestige and not maximizing present value of future cash hold to shareholders (what businesses are usually about). So, again hypothetically, the next owner can come along and do a deal with Ineos to buy their majority holdings and be the new controllers of the club, without offering anything to minority shareholders.

Like I said, I have no idea if the argument would stand/win a case. But I do think they would have basis for a lawsuit, since protecting minority shareholders in general is a significant area of corporate law.

 

[clarkydaz]

its absolutely delicious if an option they wanted to take would end up them being sued by their own shareholders. Useless cnuts, and these are supposed to be good business people

 

[Robertd0803]

Slightly off topic but was it ever established why we are listed as Man Utd on the Stock Exchange? How exactly is that determined for any company?

 

[Revan]

I know this probably has been answered somewhere, I'm just curious why Jassim hasn't just bought up all the shares not owned by the Glazers already? Could he not buy up the shares of the siblings that want to sell and then force the rest out?

I believe that the offer is for the entire club. The board of directors (hold mostly by Glazers and a few independent directors) can accept the offer so every shareholder gets X amount of dollars per their share. For example, that is what happened with Twitter.

I think the issue is that SJR is bidding only for some/all of the Glazer's share. This can have legal consequences, considering that the board of directors announced that they will look for all the shareholders, increasing the shares value. In other words, it would give other minority shareholders (some of which are relatively powerful hedge founds) ammunition to sue the club, and probably even block the sale.

Obviously, the Glazers could have sold their shares in the stockexchange without consequences, but when the board of directors made that public announcement, any partial sale could be sued to death for market manipulation. Which is why SJR's bid might be dead. Of course, SJR and Glazers might say 'to hell with consequences' and still do a deal, and be prepared for years of legal battles. Or well, the Glazers could do the simpler thing and sell to Qatar.

 

[BuzzKillington]

In fairness as bad as he was, even Ashley paid off Newcastle's debts when he took over rather than loading his own debts onto the club, and then put his own money into the club as interest free loans when they were struggling which meant they didn't have to fork out millions in interest payments. Don't get me wrong Ashley didn't invest in the club or encourage their various departments to progress, and somewhat left it to rot as long as the Premier League money was rolling, as such there is no real defence for his style of ownership, but he cannot be considered to be on the same level as the Glazers.

I don't really think it's possible to overstate how astonishing it is we've managed to maintain the relative levels that we have done with the eye-watering sums that have been taken out of the club during their ownership. It's not even that far off the level of money that took City from being the club they were in 2007 to the club they are today. I don't know how many other clubs in the world would have survived being owned by this family.

Probably points towards how well run we were prior to them taking over that a shock of that level was absorbed. The truly shit shenanigans started after most of the old guard had left the board and senior management and they appointed their own people who were largely business people rather than people with a good understanding of football. It was a positive to the business side of the club, as for the more important side…

 

[MTF]

No they're not but it's the fact there is an offer on the table offering them a significant increase on the market value of their shares. Their shares would not be worth the $35+ per share if SJR took over. The price of shares would drop because there would be no interest in them. Therefore the Glazer's saying in November they'll put the fans and shareholders in their best interest would be a false statement made in the public domain.

It's not even about the statement, it's about corporate law. They would be open to being sued even if they'd never made the statement but tried to make such a deal.

 

[Pexbo]

Why would someone paying an amount that values the business at over £5bn and well over it's share price value cause their shares to devalue?

The value of the shares is speculation that Qatar bid will win as they are buying them at a premium.

If they do not buy them they go back to being essentially worthless. My guess is they would drop way below the £12-13 they were last year because even that value was based on someone one day buying the club. If we had new owners and they had no interest in buying the Class A shares, you’d be looking at another 15+ years until they might again have some actual value.

 

[MTF]

This is something else I wanted to ask about. The Glazers shares aren't listed and given the structure of the sale, on what grounds would the minority shareholders have to argue they should also receive the same premium for what is essentially a different share?

They have the M Sport shares while the Glazers have the full fat M.

A lot of corporate law is to protect minority shareholders from being swindled at every turn by majority shareholders, even in the absence of specific agreements. It's what makes minority shares valuable in the first place. If there were no protections, no recourse, no one in their right mind would ever own minority shares in anything and there might not be such a thing as the stock market.

 

[Woziak]

Make it 120,000 seater stadium. And have a train line built to run from airport and stadium.
Allocate so many seats to fans being flown in from all over the world via Qatar airways.

Could be pal our waiting list is 360,000

 

[JagUTD]

No they're not but it's the fact there is an offer on the table offering them a significant increase on the market value of their shares. Their shares would not be worth the $35+ per share if SJR took over. The price of shares would drop because there would be no interest in them. Therefore the Glazer's saying in November they'll put the fans and shareholders in their best interest would be a false statement made in the public domain.

@JagUTD

Thanks.

 

[Berbaclass]

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Nick Speed with his Seeking Alpha source saying stock sales to be halted...

Was right about the stock halt last time.

 

[Berbaclass]

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[Tiber]

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Nick Speed with his Seeking Alpha source saying stock sales to be halted...

Good old Jim looking to stick us with an extra 3 billion debt. Goldman sachs might as well save the paperwork and buy us themselves

 

[Joseunited]

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What does it say mate?