By Tony Attwood
On the one hand I want to have an exclusive – or at least beat all the big papers by running the story first.
On the other hand I am as nervous as hell that I have got the story before the nationals run it, as that makes me feel that maybe I have misunderstood!
But I think it is right, and it runs like this,. (I have edited out a few bits that are of no relevance – hence the numbers that are missing).
Shareholdings in Arsenal Holdings Plc
The following announcement has been made on the ISDX website.
On 17th October 2013, Arsenal Holdings plc (the “Company”) received a notification from Red and White Securities Limited in the form set out below regarding the holding of ordinary shares in the Company.
TR-1: NOTIFICATIONS OF MAJOR INTERESTS IN SHARES
1. Identity of the issuer or the underlying issuer of existing shares to which voting rights are attached : Arsenal Holdings plc
2. Reason for the notification
An acquisition or disposal of voting rights – Yes
3. Full name of person(s) subject to the notification obligation: Red and White Securities Limited
5. Date of the transaction and date on which the threshold is crossed or reached. 17th October 2013
7. Threshold(s) that is/are crossed or reached: 30%
8. Notified details: Voting rights attached to shares
Class/type of Shares – Ordinary Shares
Situation previous to the triggering transaction
Number of Shares 18,665
Resulting situation after the triggering transaction
Number of Shares Direct 18,671
Percentage of Direct Voting Rights 30%
Now if I have read this right Mr Usmanov has, on the day of the AGM at which the chair refused to discuss Mr Usmanov’s position within the club, bought more shares and so reached 30% which automatically triggers a take over bid.
This is a shame, not least because I was saying just a few hours before that he wouldn’t do this. But then, you can’t trust the blogs can you?
But let’s think why he has, if he has taken himself to over 30%.
Mr Usmanov now has to make an offer to every shareholder for his/her/its share/s at a rate deemed to be the average price he has been paying of late. It is a bit more complex than that, but that’s the general picture.
To anyone who says yes I will sell, Mr U has to say “yes I will buy”. So Fanshare and individual share holders can sell, as can the major shareholders.
But the major shareholder of all is Mr Kronke. If Mr Kronke says no, then as I understand it that’s that. Mr Kronke doesn’t have to sell, and can retain his majority shareholding. So Mr Usmanov buys some more shares, but gets no automatic place on the board, or anything else.
This might all seem a bit uncomfortable, but in reality we have to keep in mind two things.
First Mr Usmanov is a solid defender of Mr Wenger, so the Anti-Arsenal groups that allied themselves with Mr Usmanov in the hope that he would oust Mr Wenger were disappointed long ago. Does Mr U have a new policy for Arsenal other than making even more money available to Mr Wenger? I don’t think so.
And that’s the oddity because Mr Wenger has said he has all the money he wants.
Second, even with 35% of the shareholding, Mr Usmanov doesn’t get any more rights. He can’t demand a board seat, and even if there is a shareholder vote and he votes against the board, or if he gets a seat on the board, nothing happens. What Mr Kronke wants, goes through. The only place Mr Usmanov has a say is at the AGM, and as I believe most people who were there, or like me have been there in the past, will agree, the AGM counts for little. The prime interest is to hear Mr Wenger speak.
Thus we might ask why? Why has Mr Usmanov made the bid on AGM day?
A PR ploy? A chance to get in the papers (assuming they read Untold and pick the story up)? I guess so.
I must admit I only know company law as it applies to the companies that I chair, and none of those three firms have anything remotely like this sort of situation. But as I see it, it don’t make much difference.
However 10 out of 10 for dramatic timing.