by azriahmad » Sun Jun 13, 2004 10:38 am
Dalglish, although it has not exactly been spelt put, I can sort of pick-up something about the 2 rival proposals as my line of work involves corporate finance. I will try to clarify a little further what I was trying to say.
Liverpool FC, like other entities such as companies, are owned by their shareholders. It has not been made publically available because LFC is not a public company but I gathered there are 35,000 shares in issue and out of this Moores and his family presently own 51% or 17,850 shares. In the statement rejecting the Morgan bid, the Directors or Moores value LFC at 140 million pounds or 4,000 pounds per share.
Let's look into some information to briefly analyse the main difference between the 2 bids.
The Morgan Bid
1. Liverpool is to undertake a rights issue of new shares to the existing shareholders to raise new capital for LFC amounting to some 61.25 million pounds. A company associated with Morgan will underwrite this rights issue, meaning that if there were no or shortage of subscribers from the existing shareholders, this company will buy up the unscubscribed shares to ensure that LFC gets to raise all of the targeted funds.
It was not made clear how many shares are to be issued but I gathered it is a 1 for 1, meaning that if you own 1 share, you are entitled to subscribe to 1 new shares in LFC at 1,750 pounds per share. Therefore 35,000 new shares would raise 61.25 million quid.
If Moores were to retain his shareholding in the enlarged LFC's paid up capital of 70,000 shares (35,000 original shares + 35,000 new shares under the rights issue), he has to fork out some 31.23 million pounds.
2. Morgan proposes that other LFC fans will be offered some 7,000 new shares at 1,750 pounds per share to raise 12.25 million pounds, to make the total funds raised to 73.5 million, all going to LFC. Again, all of this are to be underwritten by Morgan's company.
At the end of this, LFC's enlarged paid-up capital would be 77,000 shares with Moores owning up to 35,700 shares or 46.3%. It was said that Moores's shareholding could be reduced to 35% or 26,950 shares whereby he has to buy an additional 9,100 shares at a value of 15.9 million pounds and Morgan would retain the same amount of shareholding and that Moores were to remain as Chairman but Morgan and his associates are to be given some seats on the Board.
This deal is the better one for LFC as the club stands to gae some 73.5 million pounds of funds, but Moores will get none but instead will have to fork out 15.9 million pounds.
The Thai Bid
1. The Thais will buy some of Moores' existing shares (there is no mention of quantum), my guess is at 4,000 per share or more for 30 million pounds, all going into Moores' pocket. This will lessen his shareholding in LFC from the existing 51%.
2. Then the Thais will subscribe to new LFC shares to raise 35 million pounds which will go into LFC's coffers.
At the end of the day, Moores and the Thais will have equal shareholding of between 35% to 30% each with Moores remaining as the Chairman and the Thais getting 2 or 3 Board seats. Moores will remain in charge of the management. He gets money to cover his personal funding of Liverpool, said to be some 10 million pounds, Liverpool gets funds (although not as much as the Morgan bid), and there is no hostile personalities like Morgan getting on the Board of Directors.
Hence the inclination towards the Thai bid. To be successful in his next bid (if there were to be any) Morgan needs to improve the cash returns to Moores or buy out Moores completely (this is unlikely as Moores indicated that Liverpool is a labour of love for him and he is nor desperate for money).
The bottom line is that Moores wants to be compensated for relinquishing his majority control, and the Thais are not at loggerheads with him. Although Morgan promised to work together, Moores will not get much from the Morgan bid as opposed to the Thai bid. Like I said, money still talks...