Club Sale | It’s done!

[The Oracle]

They say timing is everything...

Announced on Christmas Eve:
‘Manchester United reaches agreement for Sir Jim Ratcliffe, Chairman of INEOS, to acquire up to a 25% shareholding in the Company.’

With Sir Jim purchasing the shares though a company he owns called Trawlers Ltd

...just in time for this:

“On the first day of Christmas my true-love gave to me,
An Eric Cantona.

On the second day of Christmas my true-love gave to me,
Two Cantonas, And an Eric Cantona.

On the third day of Christmas my true-love gave to me,
Three Cantonas, Two Cantonas, And an Eric Cantona.

Repeat to

On the twelfth day of Christmas my true-love gave to me,
Twelve Cantonas, Eleven Cantonas, Ten Cantonas, Nine Cantonas, Eight Cantonas, Seven Cantonas, Six Cantonas,
Fiiiiiiive Caaaaantoooooonaaaaaaas,
Four Cantonas, Three Cantonas, Two Cantonas, And an Eric Cantona.

United, United, United!”

Merry Christmas Everyone!

 

[spwd]

Well looks like I was a month out but none the less good to be vindicated.

Fantastic news ahead of xmas, I'm very optimistic about this, its the first step of a few to have them removed.

To be fair to you apparently it was supposed to be done in November.

 

[rimaldo]

i’m ratcliffe til i die, ratcliffe til i die..

 

[Plant0x84]

Ratcliffe fans

You mean this?

 

[mu4c_20le]

The influx of new members recently could be Hamilton fanbois

 

[C'est Moi Cantona]

I’ve had a lot of experience in acquisitions and limited partnerships. There is a lot of handwringing which really isn’t necessary. The reason the Glazers did it this way is that they didn’t reach their target valuation. Now, we don’t know if the 25% of the voting shares is coming from some of Glazer kids, or if all the Glazers will be diluted. When you realize that 69% of the corporation is owned by the Glazers, obtaining 25% of the company in Class B voting shares is essentially giving SJR full control. It means he’ll have roughly 38% of the voting shares, and he’ll be the largest shareholder.

Most major board level decisions require 66.7% of the shares/board to approve a resolution. When I say “major”, I mean new injection of capital, new shareholders, issuance of new shares, purchase of assets over, say, a certain amount, like 10m. As such, Sir Jim likely has veto power over any resolution raised by the Glazers, because they won’t have the 66.7% to outvote him. That’s why he has operational control. In addition, he’s added another 300m in capital injection commitments, which dilutes the Glazers further, by another 5-6%… meaning he’ll have 30%+ of total shares and 45% (roughly) of the voting shares.

On top of that, he’s committed to buy 25% of the class A non-voting shares @$33 a share. That’s a premium of $13 per share! As this happens, the value of the A shares will go up… and we know there is a vehicle to convert Glazers voting shares to non-voting shares which they can sell on the open market, or Sir Jim also has right of first refusal.

‘Look… the beginning of the end of the Glazers is here. This is a very savvy move by Sir Jim. TheCaf is saying the Glazers are “smart” and Sir Jim is “stupid”. No! This was the only way to get the Glazers out without meeting the undeserved sky high valuations they were demanding.

It’s happening people… the Glazers are on their way out. My guess is that Sir Jim will take full control, and own 51% of the voting shares with 18 month. The Glazers will be completed out, or just a minority shareholder, which is very common in These types of transactions.

If this is all true, then there is more vital information in here than any of the major newspapers, TV journos, Twitter accounts, etc, will ever have the intellect to give the mainly clueless about matters like this amongst us.

 

[sullydnl]

This isn’t raising eyebrows? They are getting involvement and publicity without spending any of the company’s money. Yet the thing Ratcliffe fans boasted about was INEOS’ money.

What concern are you imagining we should have?

 

[bstb3]

I’ve had a lot of experience in acquisitions and limited partnerships. There is a lot of handwringing which really isn’t necessary. The reason the Glazers did it this way is that they didn’t reach their target valuation. Now, we don’t know if the 25% of the voting shares is coming from some of Glazer kids, or if all the Glazers will be diluted. When you realize that 69% of the corporation is owned by the Glazers, obtaining 25% of the company in Class B voting shares is essentially giving SJR full control. It means he’ll have roughly 38% of the voting shares, and he’ll be the largest shareholder.

Most major board level decisions require 66.7% of the shares/board to approve a resolution. When I say “major”, I mean new injection of capital, new shareholders, issuance of new shares, purchase of assets over, say, a certain amount, like 10m. As such, Sir Jim likely has veto power over any resolution raised by the Glazers, because they won’t have the 66.7% to outvote him. That’s why he has operational control. In addition, he’s added another 300m in capital injection commitments, which dilutes the Glazers further, by another 5-6%… meaning he’ll have 30%+ of total shares and 45% (roughly) of the voting shares.

On top of that, he’s committed to buy 25% of the class A non-voting shares @$33 a share. That’s a premium of $13 per share! As this happens, the value of the A shares will go up… and we know there is a vehicle to convert Glazers voting shares to non-voting shares which they can sell on the open market, or Sir Jim also has right of first refusal.

‘Look… the beginning of the end of the Glazers is here. This is a very savvy move by Sir Jim. TheCaf is saying the Glazers are “smart” and Sir Jim is “stupid”. No! This was the only way to get the Glazers out without meeting the undeserved sky high valuations they were demanding.

It’s happening people… the Glazers are on their way out. My guess is that Sir Jim will take full control, and own 51% of the voting shares with 18 month. The Glazers will be completed out, or just a minority shareholder, which is very common in These types of transactions.

You are basing his control being on having 38% of the voting shares. If he's buying 25% of the Class B and 25% of the class A, that gives him 25% of all shares. How does that equate to 38% voting? AIUI the Glazers have all the Class B currently, which are weighted 10x for voting. How is he getting the other 13%? I'd like to think you are right, but Im a bit stumped on the maths here. Maybe its the drinking, but?

 

[T_Model101]

But does it, I am hearing and reading that there is no road to 100% but also reading that there is.

I'm trying to think of clubs in similar situations, Everton, Arsenal
Did these minority buyouts ever not lead to full takeovers?

 

[RoyH1]

Anything that limits the power of the Glazers over decision making in our club is a good thing. I hope Ratcliffe brings good people in.

 

[MrMarcello]

You are basing his control being on having 38% of the voting shares. If he's buying 25% of the Class B and 25% of the class A, that gives him 25% of all shares. How does that equate to 38% voting? AIUI the Glazers have all the Class B currently, which are weighted 10x for voting. How is he getting the other 13%? I'd like to think you are right, but Im a bit stumped on the maths here. Maybe its the drinking, but?

Does he already own shares previously purchased?

 

[bstb3]

Does he already own shares previously purchased?

Not class B ones, which are the ones that matter. Even if he had all the class a, adding the 25% class B would only get him around 28% voting due to the 10X weighting. The only way he gets to 38% with the deal as I see it is if he gets some Class B+ shares, which don't seem to exist with even higher voting rights - or there are some other Class B floating around that the Glazers didn't own, but under the Articles of Association that was supposed to be impossible, or he's buying more than the 25% glazer share which isn't what's being reported. Hopefully I'm wrong.

 

[JediSith]

What concern are you imagining we should have?

Two things people who supported Ratcliffe’s bid imagined up up to justify why he would take us back to the top were

1) Ratcliffe having a right to buy clause, within 2-3 years.

2) INEOS being a company that makes 60b revenue, never mind that the profits in its best year were £1b. Never mind that’s a very low profit margin and extremely vulnerable to natural gas prices.

So now the two things you imagined up to base your support on Ratcliffe on are proven to not be true. What factual reasons do you have to believe that Ratcliffe will take United back to the top?

 

[Coxy]

I’ve had a lot of experience in acquisitions and limited partnerships. There is a lot of handwringing which really isn’t necessary. The reason the Glazers did it this way is that they didn’t reach their target valuation. Now, we don’t know if the 25% of the voting shares is coming from some of Glazer kids, or if all the Glazers will be diluted. When you realize that 69% of the corporation is owned by the Glazers, obtaining 25% of the company in Class B voting shares is essentially giving SJR full control. It means he’ll have roughly 38% of the voting shares, and he’ll be the largest shareholder.

Most major board level decisions require 66.7% of the shares/board to approve a resolution. When I say “major”, I mean new injection of capital, new shareholders, issuance of new shares, purchase of assets over, say, a certain amount, like 10m. As such, Sir Jim likely has veto power over any resolution raised by the Glazers, because they won’t have the 66.7% to outvote him. That’s why he has operational control. In addition, he’s added another 300m in capital injection commitments, which dilutes the Glazers further, by another 5-6%… meaning he’ll have 30%+ of total shares and 45% (roughly) of the voting shares.

On top of that, he’s committed to buy 25% of the class A non-voting shares @$33 a share. That’s a premium of $13 per share! As this happens, the value of the A shares will go up… and we know there is a vehicle to convert Glazers voting shares to non-voting shares which they can sell on the open market, or Sir Jim also has right of first refusal.

‘Look… the beginning of the end of the Glazers is here. This is a very savvy move by Sir Jim. TheCaf is saying the Glazers are “smart” and Sir Jim is “stupid”. No! This was the only way to get the Glazers out without meeting the undeserved sky high valuations they were demanding.

It’s happening people… the Glazers are on their way out. My guess is that Sir Jim will take full control, and own 51% of the voting shares with 18 month. The Glazers will be completed out, or just a minority shareholder, which is very common in These types of transactions.

Useful to read - thanks

 

[Fts 74]

You are basing his control being on having 38% of the voting shares. If he's buying 25% of the Class B and 25% of the class A, that gives him 25% of all shares. How does that equate to 38% voting? AIUI the Glazers have all the Class B currently, which are weighted 10x for voting. How is he getting the other 13%? I'd like to think you are right, but Im a bit stumped on the maths here. Maybe its the drinking, but?

I think it means they own 69% he's buying 25% of them which gives him 38%.
Maybe I'm wrong.

 

[Giggsyking]

I think it means they own 69% he's buying 25% of them which gives him 38%.
Maybe I'm wrong.

no he will own 25% of the club. 17% B shares and 8% A shares. His B shares (the 17% of the club) will be 25% of the B shares.

 

[Red the Bear]

Wish him luck, we'll need it.

 

[Fts 74]

no he will own 25% of the club. 17% B shares and 8% A shares. His B shares (the 17% of the club) will be 25% of the B shares.

Ah ok thanks

 

[bstb3]

no he will own 25% of the club. 17% B shares and 8% A shares. His B shares (the 17% of the club) will be 25% of the B shares.

Yeah, that's what I was figuring, so no where near 38% voting rights then. Thought I was pissed, need to go back for more. Cheers.

 

[Plant0x84]

Not class B ones, which are the ones that matter. Even if he had all the class a, adding the 25% class B would only get him around 28% voting due to the 10X weighting. The only way he gets to 38% with the deal as I see it is if he gets some Class B+ shares, which don't seem to exist with even higher voting rights - or there are some other Class B floating around that the Glazers didn't own, but under the Articles of Association that was supposed to be impossible, or he's buying more than the 25% glazer share which isn't what's being reported. Hopefully I'm wrong.

The Glazers and Woodward own all the class B shares.
As per todays announcement they are/have amended the clubs AoA to allow Ratcliffe to buy B shares and not have them converted to A shares.
As part of the $300m investment he will make, he gets a mix of A and B shares above the initial 25% at the same $33 per share value.

 

[Plant0x84]

no he will own 25% of the club. 17% B shares and 8% A shares. His B shares (the 17% of the club) will be 25% of the B shares.

Where are these figures from? I’ve only seen it reported as 25% B from the Glazers and up to 25% A shares from the market if people accept his offer. Admittedly the maths here fries my brain.

 

[bstb3]

The Glazers and Woodward own all the class B shares.
As per todays announcement they are/have amended the clubs AoA to allow Ratcliffe to buy B shares and not have them converted to A shares.
As part of the $300m investment he will make, he gets a mix of A and B shares above the initial 25% at the same $33 per share value.

Cheers yeah, it's what I thought. He is getting, up front, 25% of the Glazers class B and they stay as class B. He's also offering for 25% Class A, which in total makes 25% of the available shares assuming he gets the class A. Then some more later, but at 300m / $33 per share in some mix.

Edit - 69% overall shares are class B. 25% of that is ~17% overall shares.
31% overall shares are class A. 25% of that is ~8% overall shares. just to explain the varying % because it's mudlike.

 

[Giggsyking]

Where are these figures from? I’ve only seen it reported as 25% B from the Glazers and up to 25% A shares from the market if people accept his offer. Admittedly the maths here fries my brain.

Tweet

— Twitter API (@user) date

 

[Sassy Colin]

The top story on BBC News at 10

 

[Plant0x84]

Tweet

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So where does that say 17% and 8%?

 

[Plant0x84]

The top story on BBC News at 10

Big day today

 

[Camilo]

Just great news. Finally Marcus can stop worrying about the "will they won't they" Glazer storyline - 30 goals before June for sure! ETH will be able to stop spending hundreds of millions on shit players, and his coaching staff, in euphoric relief, will finally be able to tell the players how to pass the ball forward.

Gary will be delighted too. Great times.

 

[Plant0x84]

So where does that say 17% and 8%?

Hang on - is there a difference between 25% of shares and 25% the club? I need another drink…..

 

[big_jeffstar]

Whatever.. I just want to see an end to this shit on a stick football that we’ve had from 4 different managers now, if Ratcliffe can somehow fix that so we don’t all feel embarrassed about watching us struggle to string three passes together, then great.. it’s going to be a massive job

 

[tenpoless]

Comunicado Oficial?

 

[BarstoolProphet]

A mediocre deal fit for a mediocre club. All the hope from when it was announced last year and this is what we ended up with. The David Moyes of M&A transactions.

 

[bstb3]

Hang on - is there a difference between 25% of shares and 25% the club? I need another drink…..

No, no difference in ownership (only voting).

69% of the shares are class B. SJR buys 25% which means he has 25% of those, which are 17% (69% x 25%) of the overall shares.
31% of the shares are class A. SJR buys 25% which means he has 25% of those, which are 8% (31% x 25%) of the overall shares.
17% + 8% means he has 25% of the overall shares.

 

[Giggsyking]

So where does that say 17% and 8%?

25% of the B shares (that is ~69% of the club) = 17.25% of the club.
25% of the A shares (that is ~31 of the club) = 7.75% of the club.
in total Ineos will own 25% of the club. With 25% of the power of voting.

 

[tenpoless]

Martial days are numbered

Tweet

— Twitter API (@user) date

looks like he is giving 100% effort just to pass the ball. The focus of a shrewd businessman.

 

[Redjazz]

I’ve had a lot of experience in acquisitions and limited partnerships. There is a lot of handwringing which really isn’t necessary. The reason the Glazers did it this way is that they didn’t reach their target valuation. Now, we don’t know if the 25% of the voting shares is coming from some of Glazer kids, or if all the Glazers will be diluted. When you realize that 69% of the corporation is owned by the Glazers, obtaining 25% of the company in Class B voting shares is essentially giving SJR full control. It means he’ll have roughly 38% of the voting shares, and he’ll be the largest shareholder.

Most major board level decisions require 66.7% of the shares/board to approve a resolution. When I say “major”, I mean new injection of capital, new shareholders, issuance of new shares, purchase of assets over, say, a certain amount, like 10m. As such, Sir Jim likely has veto power over any resolution raised by the Glazers, because they won’t have the 66.7% to outvote him. That’s why he has operational control. In addition, he’s added another 300m in capital injection commitments, which dilutes the Glazers further, by another 5-6%… meaning he’ll have 30%+ of total shares and 45% (roughly) of the voting shares.

On top of that, he’s committed to buy 25% of the class A non-voting shares @$33 a share. That’s a premium of $13 per share! As this happens, the value of the A shares will go up… and we know there is a vehicle to convert Glazers voting shares to non-voting shares which they can sell on the open market, or Sir Jim also has right of first refusal.

‘Look… the beginning of the end of the Glazers is here. This is a very savvy move by Sir Jim. TheCaf is saying the Glazers are “smart” and Sir Jim is “stupid”. No! This was the only way to get the Glazers out without meeting the undeserved sky high valuations they were demanding.

It’s happening people… the Glazers are on their way out. My guess is that Sir Jim will take full control, and own 51% of the voting shares with 18 month. The Glazers will be completed out, or just a minority shareholder, which is very common in These types of transactions.

With Trotters Independent Traders?
SJR will have about 25% voting power post deal, the Glazers 72%, and other 3%. So no veto power. The additional 300m investment will improve his power position but probably not enough.
And 300m to 400m in transfer funds is a nonsense. The primary mover for this entire deal was the club needing a cash injection- we burned through pre covid cash reserves of 300m and put 260m on the credit card to purchase players. The 300m is do deal with that mess and ease cash flow.

 

[GreatDane]

Whatever.. I just want to see an end to this shit on a stick football that we’ve had from 4 different managers now, if Ratcliffe can somehow fix that so we don’t all feel embarrassed about watching us struggle to string three passes together, then great.. it’s going to be a massive job

Sir Jim just needs his 100 day review, and then we'll be golden. No worries.

 

[sullydnl]

Two things people who supported Ratcliffe’s bid imagined up up to justify why he would take us back to the top were

1) Ratcliffe having a right to buy clause, within 2-3 years.

2) INEOS being a company that makes 60b revenue, never mind that the profits in its best year were £1b. Never mind that’s a very low profit margin and extremely vulnerable to natural gas prices.

So now the two things you imagined up to base your support on Ratcliffe on are proven to not be true. What factual reasons do you have to believe that Ratcliffe will take United back to the top?

Regarding the bold, I don't understand what point you are making?

We know INEOS and Ratcliffe are inextricably tied. Thus Ratcliffe's purchase seeing INEOS take control of football operations, with the four seats on our two boards going to John Reece (one of Ratcliffe's two fellow shareholders in INEOS), Rob Nevin (Chairman of INEOS Sport), Dave Brailsford (INEOS Director of Sport) and Blanc (INEOS Sport CEO). We also know that, INEOS aside, Ratcliffe as an individual is extraordinarily wealthy in his own right.

So accepting that people were pointing to INEOS' wealth as a reason Ratcliffe/INEOS could take us to the top, what actual material difference do you imagine there is between INEOS making this purchase and Ratcliffe making this purchase as a mechanism for INEOS to assume control?

 

[DON’T PANIC ™]

The club's own statement:

Thanks

 

[AndyMUFC]

This is an opportunity to sort out our footballing structure and we desperately need it, so I'm 100% taking it as a positive. That's all I'm bothered about, and I just hope they can sort this mess out.

 

[r0663664]

Why is there so much discussion on the shares he own? Whatever % Glazers still has the final say? Who care if it 5% or 25% or 38%? Frankly speaking buying part of United is dumb decision alone. Only time Glazers will sell if we continue to suck. If Ratcliffe manage somehow turn this club around, Glazers would be more than happy to stick around. Looks like a fan trying to fulfill his fantasy of owning United. Let's see what he can bring to United. Dying to see how our summer transfer would be any different.