Liverpool FC Forum

by **red37** » Thu Jan 25, 2007 3:57 am

Liverpool dismiss Gillett's renewed takeover attempt

By Andy Hunter
25 January 2007

Liverpool sources last night insisted the takeover of the club by Dubai International Capital could be confirmed "within weeks" despite claims that the American bidder George Gillett was about to start an examination of the club's books.

A successful deal with DIC would mean that work on the club's new 60,000-seater stadium in Stanley Park could start in March, to be finished in 2009.

Gillett, the owner of the Montreal Canadiens ice hockey team who has had one bid to buy Liverpool rejected by David Moores, has written to the Liverpool chairman offering an increased sum. It was announced on national television in Canada last night that Gillett had been given permission to start a process of due diligence.

A Liverpool source said: "It doesn't really matter what George Gillett does; he is able to see the club's books because he is a bidder for the club. But the club will continue working with DIC and are close to a satisfactory conclusion."

It is expected that DIC will soon be in a position to announce through the Stock Exchange that it has had a bid accepted for Moores' 51 per cent holding. That would trigger the sale of the rest of the shares in a deal worth £450m.

by **Effes** » Thu Jan 25, 2007 4:11 am

There are fans out there who have the odd one or two shares; which gives them guaranteed tickets for cup games.

Will they HAVE to sell? Thus losing their cup ticket priority?

by **The Red Baron** » Thu Jan 25, 2007 12:58 pm

Effes wrote:There are fans out there who have the odd one or two shares; which gives them guaranteed tickets for cup games.

Will they HAVE to sell? Thus losing their cup ticket priority?

No not at all.Any share holder has the right to sell or keep there shares.Who ever buys the club will buy a minimum of 51% currently held by David Moores.That is not to say they wont purchase anymore.Iam sure the Moores family will still hold a few for old times sake.

by **SouthCoastShankly** » Thu Jan 25, 2007 1:33 pm

The Red Baron wrote:
Effes wrote:There are fans out there who have the odd one or two shares; which gives them guaranteed tickets for cup games.

Will they HAVE to sell? Thus losing their cup ticket priority?

No not at all.Any share holder has the right to sell or keep there shares.Who ever buys the club will buy a minimum of 51% currently held by David Moores.That is not to say they wont purchase anymore.Iam sure the Moores family will still hold a few for old times sake.

Thats not 100% true. If it is a publically listed company who is being taken over, as in the case of the Man Utd Glazier takeover, the investor who is buying the shares only needs around 75% of the shares to delist the company from the Stock Exchange and convert the club into a private company. Then if the investor can secure 98% of the shares he can force the remaining shareholders to sell regardless of if they want to or not.

by **The Red Baron** » Thu Jan 25, 2007 1:35 pm

Yeah your right,but in this case no one can be forced to sell.Can they?

by **SouthCoastShankly** » Thu Jan 25, 2007 1:42 pm

No but if they really wanted 100% of the club shares they'd have to pay seriously over the odds to convince the remaining shareholders to sell up

by **112-1077774096** » Thu Jan 25, 2007 1:47 pm

we are not a plc and not floated on the stock exchange so shareholders can not be forced to sell.

and rushie i think you still dont understand, the deal does not have to be put on ice, if DIC say yes then we sell to them without any delay. however if DIC say no by law we then have to give other potential buyers the same length of time we gave DIC for due dilligence, thats all this is about.

until DIC say yes it would be foolish of us to reject gillets bid so we have to hang fire until they say yes, even if we allow gillet to see the books now, and DIC decide in 2 weeks to buy us then we sell to them straight away.

just to reiterate, we DO NOT have to allow gillet to see the books, however if we decide he can see them, then by law we have to give them the same time as we gave DIC to study our books (unless we sell to DIC while they are looking)

by **ste123lfc** » Thu Jan 25, 2007 1:52 pm

I think the best thing to do is let the powers that be sort it out and us fans stop worrying about it . Rick Parry is no plank and I feel it will be sorted sooner rather than later.

by **tubby** » Thu Jan 25, 2007 1:54 pm

The Red Baron wrote:
Effes wrote:There are fans out there who have the odd one or two shares; which gives them guaranteed tickets for cup games.

Will they HAVE to sell? Thus losing their cup ticket priority?

No not at all.Any share holder has the right to sell or keep there shares.Who ever buys the club will buy a minimum of 51% currently held by David Moores.That is not to say they wont purchase anymore.Iam sure the Moores family will still hold a few for old times sake.

Im not an expert in the shares business and maybe this is a different set of circumstances but im sure when Malcom Glazer took over United beacause he controlled such a big percentage all other sharholder were forced to sell.

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Takeover race latest Thu, Jan 25 2007 12:28
A takeover bid from American tycoon George Gillett looks set to fail, with the Dubai International Capital group very close to a deal.
Gillett, who owns the Montreal Canadiens ice hockey team, had expressed an interest in an Anfield buyout and saw an opening bid turned down by David Moores.
Despite considering an improved offer, reports say the package is bound to fail with the DIC consortium now on the verge of completing their takeover of the club.

There have been some concerns from Reds fans that the DIC deal was dragging on, but it's claimed they are firmly intent on completing their £450million bid.

A Liverpool Echo source has been quoted as saying that the Reds board are 'close to a satisfactory conclusion' with the DIC group.

The club expect they will be in a position to announce, through the Stock Exchange, that they have had a bid accepted for Moores' 51% holding within a fortnight

by **azriahmad** » Thu Jan 25, 2007 1:54 pm

The company law in my country is based on the laws of the UK, as we are a former colony, this law governs any private or public company with shares. In my country, the threshold of making an offer for the remaining shares is 33%, meaning that if you are not a shareholder and you buy shares from a shareholder who holds say 35%, you have to make a mandatory general offer for the remaining shares not owned by this shareholder at "no less favourable terms", meaning same offer price. If I am not mistaken, the treshold for a mandatory general offer in the UK is 25%. In this instance, DIC, in buying Moores' 51%+ shareholding (51.6% I think) in Liverpool FC, definitely has to make a mandatory general offer for the shares not owned by Moores.

Returning to the example, should this new shareholder fail to garner majority, which is 50% + 1 share, the mandatory offer has failed and he is only entitled to keep only the 35% he bought which triggered the mandatory general offer and return the remaining shares, making his take-over cost much lower. If he garners acceptance from more than the majority in % but not total acceptance, say 60% and not 100%, the general offer is termed "unconditional" and he can keep all of the 60% shares. As in any willing-buyer, willing-seller situation, the other shareholders apart from the guy who sold the initial 35% is free to accept or reject the mandatory general offer.

DIC will have to make a mandatory general offer the buy the remaining shares from the other Liverpool FC shareholders but they do not really need to have any other of the shareholders selling to them to succeed in taking control of LFC as Moores' shareholding already exceeds majority.

If DIC only get 70% via the mandatory general offer, the next time a shareholder offers them any shares, DIC can accept or refuse the offer. In other words, shareholders who refuse to sell now at the same price as Moores' sale, may or may not get a better deal next time, and normally a minority stake would not fetch a good price if the largest shareholder already hold a clear majority percentage. Given this scenario, I think DIC will be able to get 100% shareholding in LFC.

I hope this info is helpful.

by **Anfield rapper** » Thu Jan 25, 2007 2:03 pm

The Red Baron wrote:Yeah your right,but in this case no one can be forced to sell.Can they?

I'm pretty sure that if you own a certain percentage of a company it forces by law the remaining share holders to sell their shares to you if you want to by them. Its to stop people holding shares just to hold to ransom the majority share holder and ask for stupid money for just the few remaining shares of a company. Not sure what percentage has to be owned first maybe 70% or so so buying Moores shares alone wouldn't be enough to trigger this situation.

by **azriahmad** » Thu Jan 25, 2007 2:05 pm

On the subject of Gillett, even if he offers heaven and earth to buy Liverpool, his take-over will fail if Moores with his majority shareholding decides to sell to DIC.

The best he can do is to delay the DIC takeover if Gillett has to be given the same time to conduct a due dilligence because the law says so.

by **RedWolf35** » Thu Jan 25, 2007 2:05 pm

The Red Baron wrote:Yeah your right,but in this case no one can be forced to sell.Can they?

I have a Man Utd fan working for me (yes I do bully him at every opportunity!!!) and he had to sell his.

Very funny it was at the time as he was distraught

I pray we do not go the same way

by **66-1112520797** » Thu Jan 25, 2007 2:09 pm

azriahmad wrote:The company law in my country is based on the laws of the UK, as we are a former colony, this law governs any private or public company with shares. In my country, the threshold of making an offer for the remaining shares is 33%, meaning that if you are not a shareholder and you buy shares from a shareholder who holds say 35%, you have to make a mandatory general offer for the remaining shares not owned by this shareholder at "no less favourable terms", meaning same offer price. If I am not mistaken, the treshold for a mandatory general offer in the UK is 25%. In this instance, DIC, in buying Moores' 51%+ shareholding (51.6% I think) in Liverpool FC, definitely has to make a mandatory general offer for the shares not owned by Moores.

Returning to the example, should this new shareholder fail to garner majority, which is 50% + 1 share, the mandatory offer has failed and he is only entitled to keep only the 35% he bought which triggered the mandatory general offer and return the remaining shares, making his take-over cost much lower. If he garners acceptance from more than the majority in % but not total acceptance, say 60% and not 100%, the general offer is termed "unconditional" and he can keep all of the 60% shares. As in any willing-buyer, willing-seller situation, the other shareholders apart from the guy who sold the initial 35% is free to accept or reject the mandatory general offer.

DIC will have to make a mandatory general offer the buy the remaining shares from the other Liverpool FC shareholders but they do not really need to have any other of the shareholders selling to them to succeed in taking control of LFC as Moores' shareholding already exceeds majority.

If DIC only get 70% via the mandatory general offer, the next time a shareholder offers them any shares, DIC can accept or refuse the offer. In other words, shareholders who refuse to sell now at the same price as Moores' sale, may or may not get a better deal next time, and normally a minority stake would not fetch a good price if the largest shareholder already hold a clear majority percentage. Given this scenario, I think DIC will be able to get 100% shareholding in LFC.

I hope this info is helpful.

No doubt very informative, but all that went way over my head

by **The Red Baron** » Thu Jan 25, 2007 2:12 pm

You are all missing the point.MUFC was a PLC Liverpool FC IS A PRIVATELY OWNED COMPANY and as such different laws apply.

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