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.
This is as old
This is as old as today
The fat Uzbek is no longer relevant.
This was just an attempt to grab some attention on AGM day.
One of the best sources I am aware of on this aspect of Arsenal is Angry of Islington. His piece earlier is linked.
http://angryofislington.com/2013/10/17/arsenal-shares-usmanov-goes-over-30/?
I believe the timing is purely to detract from coverage of the AGM. If he does offer to buy shares then no-one has to accept and if Kroenke doesn’t want to sell then there will be no material change. He isn’t on the board and never will be whilst Kroenke is the majority shareholder end of story.
God, Usmanov is such an attention seeker. He is so juvenile. How did he get so wealthy with such a low IQ?
It’s a non story, his extra shares entitle him to eff all.
There is no obligation to mount a takeover bid or even to make an offer to buy shares just because Usmanov has reached 30% shareholding where, as in this case, another shareholder already has a controlling interest. In any event there is nothing to stop anyone making an offer to buy any or all of the shares, at anytime, even if they don’t hold any shares at all. There’s only about 3% of the shareholding that isn’t held by either Kroenke or R&W anyway so there’s no prospect of anyone other then Kroenke controlling the club and he needn’t sell to Usmanov. If he wishes to sell then he’s free to sell to whoever he wishes at whatever price someone is prepared to pay and he is willing to accept.
Amos has nailed it.
Dear Tony,
just a thought, is it possible the reason the national press have ignored your “scoop” is that Mr. U has been acquiring Arsenal shares on the sly for years and that really a few more here or there are not newsworthy?
A resounding No, i think is the answer, here there are faced with FACT and do not know how to treat it, too busy putting thoughts to Roy hodgson’s words, or something.
P.S. “However 10 out of 10 for dramatic timing.” and to you too, nearly had a heart attack! certainly 10 out of 10 for a dramatic headline!
Andrew Crawshaw is right – my blog is a great source of information on Usmanov. It’s a shame Tony never reads it.
Interesting, his percentage does not mean much in the grand scheme of things, but @darrenarsenal1 saying that there is work going on behind the scenes ie not at board level with R@W . If correct, not sure what that means, and as someone wary of usmanov, not going to even try and read anything, just reporting from a source who often gets it right. Interesting.
Do we need Usmanov to keep Kroenke honest?
Just asking….
@Shakabula
If you have not studied Usmanov’s history, I suggest you do so and you will find the answer to Usmanov’s honesty there – that answer will in turn allow you to answer the question you ask above.
Usmanov stops Kroenke owning the club outright and selling it as an inclusive package.
This is still power to Usmanov. The only thing Kroenke can do is attract a buyer for his shares but such shares will not look very attractive with Usmanov owning 30%.
It’s like having part ownership of a hotel you want to sell but have little chance because almost a third of the floors are owned by somebody else who nobody else wants involved with the hotel.
At any time he chooses, and nobody knows what is round the corner with the coming recession (the true one), Kroenke can do a Glazer financial stunt to fund his business interests in the USA. It is always like the sword of Damocles and always will be. If it can happen then it will one day happen. This is the philosophy I subscribe to.
We are virtually debt free like Man Utd was when Glazer used it as a cash cow. Look at Man Utd now.
I think it’s better for an owner to own the club outright. It stops part owners from damaging an asset to preserve it’s sell on value. When Kroenke is finished, those shares owned by Usmanov could be worth considerable less than they are today.
@ bjtgooner
….or you could just tell us and stop thinking you’re the key owner to Pandora’s Box
SNAFU – Situation Normal Arsenal Fucks Usmanov ( same old , same old !).
A1A,
My understanding of company law is that Kroenke can only use his shares of Arsenal Holdings PLC as collateral for his debts. If he defaults, banks become owners of Arsenal. The Emirates Stadium, London Colney training centre, the players are all owned by Arsenal Holdings PLC and thus not directly affected by debt defaults of Kroenke.
Stan Kronke has a reputation as an ‘hands off’ approach to the clubs he owns. This in the States they are championship or cup winners. Usmanov appears to be a man of action.
Back before the Ems was built we had two visions for the future coming form the board.
Headed by David Dein we had ‘A Wembly type stadium on the outskirts of London seating 70- 80 000 and a large car park where fans could hold barbies American style and a rich ‘hands on’ backer.
Then we have what we have now. A 60 000 stadium on the doorstep of Highbury a majority owner with a (so far) ‘hands off’ and ‘if it aint broke don’t fix it attitude’
There were two wannerbe owners interested, the first on the scene was ‘horror of horrors’ an American of whom our then gaffar and guffer said ‘we don’t want Americans here.’ or words to that effect. One persuading point here in Mr Kronke’s favour is that we knew where his wealth cames from.
Then aided and abetted by David Dein onto the scene came Mr Usmanov. Lorry loads of cash to splash and promising to ‘splash the cash’. But where does the cash come from? Who knows we don’t that’s the only certainty.
So with a choice to make between ‘silent Stan’ and ‘Unknown Usmanov’ the choice was made.
The future of course is not known but with just one exception.
The AST and other AAA, the media with its sensation seeking to make a name for themselves reporters/ journalist ‘ with I told you so’ claims and their followers will criticize the club as they do now, whatever happens in the future.
Correction to my above post it should read ‘thus in the States there are ‘NO’ champion or cup winners’.
My apologies for this missing word mistake.
It doesn’t automatically make usmanov to make a take over bid the arsenal board stopped that rule 2 years ago
Colario,
I personally don’t think Usmanov is a man of action, I see him more as a trouble maker or shit stirrer if you prefer. The guy has done NOTHING in the interest of Arsenal and everything to drag our name through the gutter and after all of this, there are still people who want him on board. He wont even be required to keep his (very vague) promises if he becomes the sole or majority owner. SK on the other hand, has several well run sports franchises and with him we know what we are getting.
For those thinking it’s some sort of PR stunt, I doubt it. He may have knowledge of the clubs long term strategy and believes the strategy will be successful and Arsenal’s revenue and share value will increase significantly over that period and simply wants to acquire the club now and make a hefty profit, before the club overtakes manu and possibly real and barca as the most valuable football club.
Stuart. I agree with you but what we see now is Mr Usmanov without control of Arsenal I was looking at the situation with him in control. He would not be ‘hands off’ as Mr Kronke appears to be.
What would Mr Usmanov do if he was the owner and where does his money come from made him a ‘no no’ for the majority of the board. So we had ‘Hobson’s choice’ or no alternative than Mr Kronke.
What we see now from Mr Usmanov is the angry behaviour of a child who din’t get what he wanted. I would not be surprised to see more attacks on the club from him.
Werther the news true or not, Usmanov timing was caught OFFSIDE by far. Too late to take over now. He should tried this 3-4 years ago when we all (you’ve to admitt) prayed for the death of Satan Kroenke. Now, we are seemingly araise the occasion as well as Kroenke’s reputation. Usmanov can keep his money, something that he had over calculated to save us years ago.
Surely the best answer for all especially our great club and supporters is to allow/invite Usmanov onto the board and accept financial support from him. I would also like to see Kronke sell 15% of his shares to Usmanov/others, to ensure that no one person can do to AFC what The Glaziers have done to Manure.
I believe Mr Usmanov would be a better Chairman of Arsenal Football Club,he loves the club naturally,he watches matches live Kroenke watches on TV (from America) he’s an Usbekistan but the richest man in the UK,so his willingness to spend his hard earned money (which is the dream of the fans anyway)and Wenger’s eye for talented players and rich scouting network,would definitely bring back tje trophy days back to Arsenal. No club can win trophies without buying the best players (Man U,Chelsea,Real Madrid,Barcelona,Man City,PSG etc) let’s ditch a silent stan and accept a Richest man fan,that is the final solution to bring back the glory days of trophies!
@GunnerPete,
At last a voice of reason.
I’m not too sure about Kroenke selling shares to Usmanov but I’ve long felt that ANY shareholder owning 30%+ of shares of a Company should at least have a seat on its Board.
Dont really see why Usmanov is any worse than Kroenke. Neither are Arsenal fans and both are business men trying to make money from the club.
So far what we are seeing with the ‘splash the cash’ takeover owners is interference with the football side of the club. However chelski supporters are not complaining about that, are they?
However where the money comes from remains a concern.
Do we want Arsenal to become ‘Arsenov’? I for for one don’t.
Colario,
This hands on approach people suggest is in my opinion one of the worst things about him being in control. He is not a football person so should not be involved in what he does not know about. Had it been someone with a football based career (such as Dein) who bought a controlling share of Arsenal, then it would be reasonable for him to be ‘hands on’ as he has worked his way up through football and knows all about it. Usmanov likely knows as much as us fans about running a football club (as does Kroenke) which is why (IMO) they are best to stay in the background and focus on what they know best – the commercial side.
@Nicky. If what you suggest were to happen we would have a divided boardroom. that is the last thing we want for it would destroy all of Arsene’s good work
@Colario,
You may well be right but the danger you describe would be down to the human nature of those who are members of the Board.
Not to permit the second largest shareholder a place at the table just doesn’t seem fair to me…….for whatever
reason.
” … and so reached 30% which automatically triggers a take over bid.”
Haven’t the FA (et al) changed the rules making all this under-researched and largely pointless.
The article is amateurish. Shame.
Tony, given that you got some facts wrong in this blog post, are you going to update it? The headline is wrong for a start.
The Thomson Reuters web site “Practical Law” has a section about companies under the heading “When must a mandatory offer be made?”
The answer in the England/Wales section is
“Once a person either:
Acquires 30% or more of the target’s voting rights.
Is interested in shares carrying 30% to 50% of the target’s voting rights, and that person or a concert party acquires an interest in any other voting shares in the target.”
I am not sure about the meaning of the FA changing rules – these are the laws of the land laid down in the Companies Act.
Phil, I don’t think there is can be a regular reader of Untold that doesn’t realise that quite often I respond to news or snippets or rumours and openly admit that I don’t have all the facts (as in this case) and so encourage people to write in with updates and corrections. That is what is happening here.
Tony,
When there’s a majority shareholder already (KSE), and another shareholder breaches the 30% threshold, there’s no obligation to make a bid for all the shares.
The ‘FA rules’ referred to by HR are actually the Premier League rules on who is considered an ‘owner’. Here’s a link to my blog post on it: http://wp.me/p1I44P-jT
On my blog, if people point out errors I usually go back and change things, and note why I’ve done so. Personally I wouldn’t leave a blog headline that states a complete untruth, as this one does. Opinions on Arsenal differ extremely widely, but it’s a definite 100% fact that breaching 30% does not in any way constitute an offer. Of course, Mr Usmanov may have phoned Mr Kroenke yesterday (or today, or anytime) and made him an offer, but neither of us know that and it’s categorically not to do with his purchase of six more shares.
Stuart made a top observation.
Why would you want an Owner/shareholder having a hands on role within our squad. Managers should manage team affairs and coaches should coach.
Owners should sell our brand, and give manager’s backing (financial support & otherwise) whilst commercially stabilizing our club. To have the clubs best interests at their core at all times.
Also the Arsenal board did put rules in place to stop a 30% shareholder from having a seat on the board and any say in how we go about our business (his hands are tied). Although Usmanov did say hes in it for the long haul, so the man must have something in mind other than a safe investment.
My understanding of Arsenal Holdings PLC rules is that not only that NO dividends can be paid on the shares ( so no chance for any major shareholder or the Board itself to siphon Arsenal’s money out to themselves through this manner ), no one can use any asset of the Club/Company for his personal benefit, as provided in English company law. Again no direct gain from your shareholding by making use of the assets or profits of Arsenal except upon the disposal or sale of your shares. Of course, to make the shares more valuable, the Club must be doing well to attract someone to pay more than what you pay for the shares. So, only through this way then that Kroenke or Usmanov, or any one else for that matter, could make money on their shares in Arsenal.
Correct me if I’m wrong, but isn’t one of the things Usmanov wants to change the ability to take dividends from the club? If that is the case, I’m not sure how anyone can argue for having him in charge of Arsenal.
@Mogooner
Correct, Usmanov did raise that issue.
Strangely Kroenke, who has never done so, has ofter been accused by the AAA section of so-called supporters of taking money out of the club – the same accusers have always ignored Usmanov’s statement.
@Jeez @ 2.17am
Sometimes it is more rewarding, fulfilling and character building to carry out research first hand.
Kroenke takes a multi million pound a year wage though, apparently a middle eastern consortium’s after the club, which is bad news because we’d be saddled with more debt like the glaziers did to ManUre.
Roger Long. That is a most serious accusation. Please supply evidence.
@roger — Phil and Tony would know better than me, but as far as I know, all that Kroenke takes out of the club is a director’s payment (about 200-250K), so unless he’s collecting millions in expenses somehow…..
As to the sharks outside, it appears to be just about the only point of agreement between the two http://www.telegraph.co.uk/sport/football/teams/arsenal/9906370/Arsenal-majority-shareholder-Stan-Kroenke-and-Alisher-Usmanov-stand-firm-against-1.5bn-takeover-talk.html (OK, mainstream media, but as good a source as I can find).
In the end, Breaching the 30% to me is (delete as applicable): Symbolic gesture/statement of long-term intent/reminder I’m still here.
@Matt — At one level, its a choice between being kicked in the knee and kicked in the ankle. As long as Kroenke is hands-off, I can live with it.
The only real benefit of the current standoff, and why I wouldn’t want to see Usmanov disappear, as his holding is enough to hold up special resolutions (I think), which should block any fundamental changes to the way the club functions.
Roger Long, Tony, anyone who wants to know, here’s a link to my blog post on how much Arsenal directors pay themselves: http://wp.me/p1I44P-hJ
It’s quite an old post, but not much has changed. Stan is certainly not siphoning off cash in vast amounts.
Once again it appears that if more people who read this site read mine, they’d have more of the information they need.
Interesting take on the recent events. Not an expert on these things but I was always under the impression that the 30% holding means nothing (concerning Football teams anyway) but who really knows.
Of more interest are the amount of people talking about Usmanov getting a place on the board/acquiring some of Kroneke’s shares. Correct me if I’m wrong but Usmanov wants the whole club doesn’t he – not a part of it? and has never said otherwise. I get the impression any joining up with Kroneke would be part of a longer term plan to own the whole club. It may be way too late for there to ever be some majority fan owned version of Arsenal FC but I’d rather have an owner who kept his nose out and left football to the football people than go down the Chelsea (or even worse Cardiff?) route.
@bjtgooner I thought so. It seems people just make things up as they go. Perhaps they don’t know what dividends are and so aren’t fully aware of what would happen to the club should this ever be allowed to pass.
@ Phil Wall Personally I do read your blog. I find it alongside Untold one of the best Arsenal blogs out there. Keep up the good work!