Club Sale | It’s done!

[Zora]

most of it is pure wumming I reckon

This.

There’s no news because no-one who is close to the actual process is allowed to report anything. Signing an NDA is serious business. If you break the agreement in any capacity then you’re going to be in trouble. No one is going to risk that just so they can leak some information to our hacks.

It’s a waiting game. Yes, it’s extremely frustrating; we all want this resolved one way or another now. But it’s out of our control and we just have to look forward to a United without the Glazers again. We will get our club back, it’s just a matter of time.

 

[pogbasformerbarber]

The Glazers can't stay because of the Club's financial situation. Period. Its been exhaustively discussed in more detail here...Using your brain capacity to even think about them staying is as wasteful as an acid trip.

Two things can be true at the same time...The Glazers are selling and it's taking a very long time to negotiate. There is no nexus between the time it takes and whether or not the Glazers are selling.

 

[stevoc]

Fecks me off so much Erik can't go all in for Kane right now due to sale not sorted

It's unlikely that would have been a possibility with FFP even if the sale had been sorted 2 months ago.

Levy is another roadblock.

 

[greenoffpearson]

This.

There’s no news because no-one who is close to the actual process is allowed to report anything. Signing an NDA is serious business. If you break the agreement in any capacity then you’re going to be in trouble. No one is going to risk that just so they can leak some information to our hacks.

It’s a waiting game. Yes, it’s extremely frustrating; we all want this resolved one way or another now. But it’s out of our control and we just have to look forward to a United without the Glazers again. We will get our club back, it’s just a matter of time.

Re NDA
No doubt you.are.right.

They probably had to sign a further NDA recently when things became more involved, hence no Keegan etc

 

[Appletonred]

This will break suddenly and out of the blue and then the euphoria amongst the fan base will be followed by links to Kane, Neymar, Mbappe etc....it will happen, just a question of when.

 

[Hernandez - BFA]

This will break suddenly and out of the blue and then the euphoria amongst the fan base will be followed by links to Kane, Neymar, Mbappe etc....it will happen, just a question of when.

It'll just be tedious that it'll go through post Summer deadline I think.

 

[Tibs]

Is it possible for this to be announced once everything is concluded? Like, boom, we have new owners from this point on? Or would we know that the process is underway as it has to be announced to the NYSE for example?

 

[Partridge]

I wish Malcolm Tucker and actually existed as a Sports minister.

Tucker : "Listen, Joel, or whatever the feck your name is...sort it, or abort it, right!! Ya feckin shrivelling Casper lookin Ponce! Now feck off."

 

[Zora]

It'll just be tedious that it'll go through post Summer deadline I think.

It doesn’t matter. The most important thing is that the Glazers are gone and then we can start planning for the future.

I couldn’t give a crap about this transfer window, getting the takeover concluded is far more important.

 

[stevoc]

It'll just be tedious that it'll go through post Summer deadline I think.

Pre or post makes little difference to the window.

 

[Joseunited]

How can those 2 cretins have an emotional attachment to a club that they have never cared about?
Even though logic suggests they have to sell given the huge debt the club is in, my optimism that they will is draining by the day.

Feckers.

 

[Jordi Cruyff 99]

Last week I was literally on my knees as part of Fajr praying to God that Sheikh Jassim bin Hamad Al Thani's bid to purchase will be accepted, for it may be the start of pastures new for the club. I will continue to pray, but this is rather upsetting that it is the same old redundant posts online. The tension is palpable.

 

[DOTA]

This will break suddenly and out of the blue and then the euphoria amongst the fan base will be followed by links to Kane, Neymar, Mbappe etc....it will happen, just a question of when.

There will be emotions other than euphoria.

 

[Infra-red]

Is it possible for this to be announced once everything is concluded? Like, boom, we have new owners from this point on? Or would we know that the process is underway as it has to be announced to the NYSE for example?

The latter, due to NYSE reporting obligations. If there is indeed going to be a sale, then we'll all know who the new owners are 6-8 weeks before they actually take the reigns.

 

[Red_Manc_M15]

The latter, due to NYSE reporting obligations. If there is indeed going to be a sale, then we'll all know who the new owners are 6-8 weeks before they actually take the reigns.

That is fecking depressing another 6-8 week wait.

 

[RopersReturn]

As InfraRed mentions, Arnold had originally quoted the Glazers were looking at a ‘strategic review’, of the clubs future investment, ie -refinance. Granted we now know at least 4 of them would be delighted to sell-up, but it’s worth remembering Twitter started the spin about a full sale.

 

[cyberman]

As InfraRed mentions, Arnold had originally quoted the Glazers were looking at a ‘strategic review’, of the clubs future investment, ie -refinance. Granted we now know at least 4 of them would be delighted to sell-up, but it’s worth remembering Twitter started the spin about a full sale.

No, they did so on behalf of the club, not Glazers themselves. That’s the difference.
There’s posters trying to talk around fact here, fact is they can’t sell control to the point 3 directors won’t sign off on the deal.
There’s nobody here who hasn’t an ounce of an idea of what’s going on can talk around that as if we’re discussing player formations for next season.
Nobody is saying Glazers have to sell up, what people are saying is they’re legally obliged to sell to Qatar if they go down that road.

 

[JagUTD]

No, they did so on behalf of the club, not Glazers themselves. That’s the difference.
There’s posters trying to talk around fact here, fact is they can’t sell control to the point 3 directors won’t sign off on the deal.
There’s nobody here who hasn’t an ounce of an idea of what’s going on can talk around that as if we’re discussing player formations for next season.
Nobody is saying Glazers have to sell up, what people are saying is they’re legally obliged to sell to Qatar if they go down that road.

Eh?

Legally obliged how?

 

[cyberman]

Eh?

Legally obliged how?

Because the Qatar deal is better for all shareholders and there are strict laws in place to protect them.

 

[Tiber]

Hardly looking at this thread all weekend. Which is ominous

Though I did notice a whole section of Ineos hand wash on clearance in Asda so maybe Jimbo has got down to his last gambit

 

[JagUTD]

Because the Qatar deal is better for all shareholders and there are strict laws in place to protect them.

There are laws to protect them but they do not prevent the majority shareholders from selling their stakes. Whether under US or Cayman Islands law.

Honestly I've read far to much about this over the past few weeks that the only absolute is that it gives you a headache.

I think the most important factor as far as minority shareholders are concerned is that the actions of the majority are no oppressive. It seems to be the phrase used, especially in US law to describe actions which are detrimental to minority shareholders.

 

[Big Ben Foster]

There are laws to protect them but they do not prevent the majority shareholders from selling their stakes. Whether under US or Cayman Islands law.

Honestly I've read far to much about this over the past few weeks that the only absolute is that it gives you a headache.

I think the most important factor as far as minority shareholders are concerned is that the actions of the majority are no oppressive. It seems to be the phrase used, especially in US law to describe actions which are detrimental to minority shareholders.

This isn't independent action by the majority shareholders though, it's a club action.

The majority shareholders independently selling their shares would result in those shares converting from class B to class A, as has been discussed before. For obvious reasons, that's not going to happen.

 

[Devil You Know]

If the shareholders can sue the Glazers for choosing to go with the Ratcliffe bid, would they also be able sue them for not accepting the 92F bid?

Not selling to 92F might arguably go against shareholder interests. Is the threat of a lawsuit one way this sale gets forced to happen?

 

[cyberman]

There are laws to protect them but they do not prevent the majority shareholders from selling their stakes. Whether under US or Cayman Islands law.

Honestly I've read far to much about this over the past few weeks that the only absolute is that it gives you a headache.

I think the most important factor as far as minority shareholders are concerned is that the actions of the majority are no oppressive. It seems to be the phrase used, especially in US law to describe actions which are detrimental to minority shareholders.

They do. You can’t take control of the company like that otherwise there isn’t such a thing as protection for minority shareholders.
It’s literally just how it is

 

[George The Best]

No, they did so on behalf of the club, not Glazers themselves. That’s the difference.
There’s posters trying to talk around fact here, fact is they can’t sell control to the point 3 directors won’t sign off on the deal.
There’s nobody here who hasn’t an ounce of an idea of what’s going on can talk around that as if we’re discussing player formations for next season.
Nobody is saying Glazers have to sell up, what people are saying is they’re legally obliged to sell to Qatar if they go down that road.

I suspect it could be worse than that. I doubt any of the non-Glazer’s would vote on the Ineos deal, as we understand it, and likely that the 4 Glazer’s who want to sell won’t either. So that’s 10 against v 2 in favour. Raine really need to put their foot down here and either get them to collectively agree to a sale or back off.

 

[George The Best]

I'm definitely not ready to throw the towel in, but the longer this goes on, the more my mind goes to what Richard Arnold said at the last fans' forum about this process (fans and the media have fallen in to calling it "the sale" or "the takeover", but is in fact a "strategic review" commissioned by the Board of Directors and, at least internally, it is fundamentally about raising capital).

Richard Arnold, from the fans' forum minutes:

"We believe we’re making progress towards the winning culture, on and off the pitch, which we’ve been talking about around this table for the past year."

"The strategic review is part of that. I know that it’s been portrayed in a certain way in the media, but to us internally, it’s all about finding the right capital structure for this club to deliver on our strategy and goals. And whatever the outcome of the review, those goals will remain the same."

"There are capital needs behind all those objectives, and the review is looking at the best way to achieve the funding we need. The process is well under way. But, as you know, as a publicly listed company we cannot say any more until such as a time as we’re ready to update the market. And we’re not there yet."

"So, bear with us, and be assured that the club, the owners and our advisers are working diligently to come up with the best solution for the long-term success of Manchester United."

Well, the simplest and cheapest way to achieve the funding we need - without selling the club - is for the Glazer’s to put their own money in. Will they hell.

 

[JagUTD]

This isn't independent action by the majority shareholders though, it's a club action.

The majority shareholders independently selling their shares would result in those shares converting from class B to class A, as has been discussed before. For obvious reasons, that's not going to happen.

A lot of this can be resolved by putting it to the directors for a vote. And that's if the terms aren't already set out in the company articles. The Glazers make up 6 of the directors so as there are 12, would only need one other to support them.

I still think this is what they will be working through and the reason for the lack of any news in recent weeks. But it's not something that cannot be overcome and people are putting to much faith in the idea it is.

 

[Rightnr]

If the shareholders can sue the Glazers for choosing to go with the Ratcliffe bid, would they also be able sue them for not accepting the 92F bid?

Not selling to 92F might arguably go against shareholder interests. Is the threat of a lawsuit one way this sale gets forced to happen?

I've not read much about it but to me it goes to the fiduciary duty of a director to always do the best for the shareholders which would be the Qatar offer.

It's a reverse Twitter situation where the offer made is not pulled and not accepting it in favour of something tangibly worse for class A shareholders is hard to justify in a court of law.

 

[JagUTD]

They do. You can’t take control of the company like that otherwise there isn’t such a thing as protection for minority shareholders.
It’s literally just how it is

I have no idea where you are getting this from tbh. With enough will there isn't much that can prevent majority shareholders selling not only their stake but the entire company. It is always better to work with minority shareholders of course but where minority shareholders are unwilling, there are mechanisms in place to force them out, or rather force them to sell. How aggressive one wants to be depends on the will of the minority shareholders.

From a buyers POV there are hostile takeovers. Obviously doesn't apply here but just another example minority protections aren't an impassable obstacle.

Out of interest, how often are sales blocked in such a way? Full or controlling interests?

 

[JagUTD]

I suspect it could be worse than that. I doubt any of the non-Glazer’s would vote on the Ineos deal, as we understand it, and likely that the 4 Glazer’s who want to sell won’t either. So that’s 10 against v 2 in favour. Raine really need to put their foot down here and either get them to collectively agree to a sale or back off.

Who are the other 6?

Don't think the 4 Glazers care who they sell to tbh so if the vote was out to them, they'd vote in favour. Whether that was to approve Qatar or Ineos.

 

[JagUTD]

Ratcliffes quotes posted by @Sassy Colin in the Barcelona corrupt thread regarding his attempt to purchase Barcelona are interesting.

 

[Sassy Colin]

Ratcliffes quotes posted by @Sassy Colin in the Barcelona corrupt thread regarding his attempt to purchase Barcelona are interesting.

But has nothing to do with his bid to buy United.

 

[Rightnr]

The biggest aspect that's suspicious to me is Ratcliffe getting B class shares in some financial engineering magic when it's not supposed to be possible outside of the Glazer family.

I don't see how putting the shares in some kind of a vehicle to ensure they keep their 10x voting power is not against the spirit of the rules, as we know them.

This to me further supports the case of the class A shareholders who can claim they would have been aware the Glazers have exceptional control but not anyone else they might sell to.

 

[Matriac]

Who are the other 6?

Don't think the 4 Glazers care who they sell to tbh so if the vote was out to them, they'd vote in favour. Whether that was to approve Qatar or Ineos.

They have all been put there by the Glazers since they control 95.16% of the voting rights in the club.

It's the 6 Glazers, then United's CEO, CFO and Chief Legal Counsel, then 3 more independent directors (mainly for more neutral input/advice, but one of them is managing director for Rothschild & Co who are the exclusive financial advisors to the Glazers).

And in the case of a deadlock, 6 votes against 6, the Co-Chairmen get an extra vote to break the tie.

https://ir.manutd.com/corporate-governance/board-of-directors.aspx

 

[LawCharltonBest]

Is this the longest we’ve gone so far without any sort of progress?

I use progress pretty loosely of course, but I really cannot remember the last thing that happened now. Likes of Keegan etc have also gone silent

 

[tomaldinho1]

Is this the longest we’ve gone so far without any sort of progress?

I use progress pretty loosely of course, but I really cannot remember the last thing that happened now. Likes of Keegan etc have also gone silent

NDA news was about 2 weeks ago right? I’m certain we’ll get news this week - been time for both bidders to dive into the clubs financials and have had a federal and religious holiday just gone which slowed things down. Prepare yourselves.

 

[Matriac]

The biggest aspect that's suspicious to me is Ratcliffe getting B class shares in some financial engineering magic when it's not supposed to be possible outside of the Glazer family.

I don't see how putting the shares in some kind of a vehicle to ensure they keep their 10x voting power is not against the spirit of the rules, as we know them.

This to me further supports the case of the class A shareholders who can claim they would have been aware the Glazers have exceptional control but not anyone else they might sell to.

There's nothing saying that it shouldn't be possible for Class B shares to exist outside of the Glazer family. It's just that the Glazers have a shareholder agreement that if any one of them wants to individually sell their shares to another outside party then they will be converted to Class A shares. This so that not one or two of them alone can screw over everyone else in the family by selling off major voting power.

The Class A shares are on the NYSE, while Class B shares are privately held by the Glazers.
There should be nothing stopping them to amend the shareholder agreement to allow Class B shares to be transfered to another party as long as all the Glazers agree together. I don't believe the Manchester United board has any say in the matter of governance of the A&B shares scheme.

 

[JagUTD]

But has nothing to do with his bid to buy United.

Of course but gives another potential insight in how he might run United.

A willingness to renovate the Nou Camp might indicate he would be willing to renovate Old Trafford.

Of course it's easy to say now but taken at face value, it suggests someone who is willing to invest heavily.

 

[LawCharltonBest]

NDA news was about 2 weeks ago right? I’m certain we’ll get news this week - been time for both bidders to dive into the clubs financials and have had a federal and religious holiday just gone which slowed things down. Prepare yourselves.

Hope you’re right but I can only see another week of absolute nothing. Especially with the spotlight being on the start of the tour

Which presumably they fly out to tomorrow morning

 

[JagUTD]

They have all been put there by the Glazers since they control 95.16% of the voting rights in the club.

It's the 6 Glazers, then United's CEO, CFO and Chief Legal Counsel, then 3 more independent directors (mainly for more neutral input/advice, but one of them is managing director for Rothschild & Co who are the exclusive financial advisors to the Glazers).

And in the case of a deadlock, 6 votes against 6, the Co-Chairmen get an extra vote to break the tie.

https://ir.manutd.com/corporate-governance/board-of-directors.aspx

Difficult to see anything other than a vote in favour of whatever the Glazers propose then.