Liverpool FC Forum

by **66-1112520797** » Thu Jan 25, 2007 2:14 pm

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

I know that much.

by **azriahmad** » Thu Jan 25, 2007 3:21 pm

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.

The mandatory general offer requirement of the law is intended to allow other smaller shareholders the opportunity to sell at the same terms as the controlling shareholder, because without this requirement, smaller shareholders would be squeezed with a much lower offer. Normally a controlling block of shares carry a hefty premium because you get to control the company/entity without having to own 100%. That is why Steve Morgan with his 5% cannot get on the Board of Directors without Moores' consent/support, and Steve Morgan's shareholding consequently can't be sold for very much.

The purchase price per Liverpool FC share that DIC or Gillett are offering is high, which any normal small shareholder could not get under normal circumstances.

The trigger point for making a mandatory general offer is 25% in the UK, 30% in Singapore and 33% in Malaysia, the laws in Malaysia and Singapore is based on the UK law, so the general practice is the same.

Chelski and Manure were public listed companies which were quoted on the stock exchange, with the same laws applying but with the additional requirement that at least a minimum percentage must be in the hands of small shareholders, otherwise, the stock exchange will de-list the company because there is no sufficient public shareholding spread. That was why Glazer needed to own at least 90% to take Manure off the stock exchange. They needed 100% because they wanted to put Manure's assets as collateral for their loan on purchasing the shares itself, if they did not own 100%, the minority shareholders would be in a position to veto this collateralisation of the assets as it serves only the majority shareholders, and in this instance the majority shareholders would have to abstain on the voting to collateralisation of the assets.

The DIC deal does not mention that they will collateralise Liverpool's assets to raise the loan, so I presume that they do not really need to gain 100% ownership of Liverpool. I don't know how much it cost Steve Morgan to acquire his Liverpool shares, but I'd wager that he'd make quite a handsome profit by selling to DIC and with only 5% and no likelihood of a Board seat and a say in the running of Liverpool FC, Steve Morgan will sell out as will the other small shareholders.

by **azriahmad** » Thu Jan 25, 2007 3:35 pm

Nobody can be forced to sell to DIC or Gillett. The offering by DIC to the other shareholders other than Moores is required by law.

Normally, in a take-over where the majority shareholder is the instigator and supporter of the take-over, the offer price is really good.

If you are a small shareholder, the mandatory general offer is a way for you to sell the shares at the same price per share as was made to the majority shareholder. Manure and Chelski's sold their shares because the offer price was very good, not because they were forced to sell.

Consider this situation: your club is a public listed company listed on the stock exchange. You can sell your shares freely because it is quoted on the stock exchange. Then comes a foreigner who buys up the majority shareholder and had garnered enough shares to get the club de-listed from the stock exchange. The offer price was way above the last quoted price on teh stock exchange. If you don't sell to the new owner during the offer period, you are stuck with shares which are not publicly traded and you may have no prospects of selling these shares ever to anybody after the offer period expires. Even then, you can only offer these shares to the new owners but since your ownership is tiny, you won't get a good price.

Your best course of action is to accept the offer and sell out to this new owner rather than hold on to shares which are very difficult to sell.

by **ste123lfc** » Thu Jan 25, 2007 4:24 pm

ste123lfc wrote: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.

I'd like to quote my last post because this is giving me a headache :down:

by **Effes** » Thu Jan 25, 2007 5:05 pm

OK - bit clearer now. Thanks.

It's just that I've got a mate who's got one share - his dad too.

So they have to decide to whether to keep the share or sell.
But if they keep it will they still get guaranteed tickets for cup games?

I suppose the club will write to them in due course.
There must be many in the same boat.

by **azriahmad** » Fri Jan 26, 2007 12:14 am

The likely answer to if the minority shareholders who did not sell out would still be guaranteed tickets for cup games or not is to look at Manure post the Glazer's take-over.

Over the course of their ownership, DIC would want to treat Liverpool as a viable business investment which would be geared towards football and financial success - ticket prices may go up, merchandising efforts would surely increase and Liverpool may at least have to tour the middle east on a frequent basis in the summer.

by **lakes10** » Fri Jan 26, 2007 9:52 pm

Liverpool reveal Gillett approach

Friday, 26 January 2007, 20:36 GMT

Liverpool have received an approach about a possible takeover of the club from American tycoon George Gillett.
The Anfield club issued a statement to the Stock Exchange under the Takeover Code rules about Gillett's interest.

Liverpool said the approach "may or may not lead to an offer" and "shareholders will be kept informed as appropriate."

Dubai International Capital is a rival consortium and are favourites to take over the club having already analysed Liverpool's financial books.

Gillett recently improved his offer for the club and as a bidder can now also perform due diligence, which is the process of examining the finances of the club.

More to follow.
bbc

by **Ciggy** » Sun Jan 28, 2007 9:48 am

Moores gets ready to sell Liverpool to Arab bidder
Oliver Kay
Dubai International Capital (DIC) is expected to launch its takeover of Liverpool after next weekend’s Merseyside derby against Everton, despite the club’s announcement last night that they have received a rival approach from Robert Gillett, the American sports tycoon.

Liverpool confirmed to the Stock Exchange shortly before last night’s close of business that Gillett, owner of the Montreal Canadiens ice hockey franchise, had made an approach “which may or may not lead to an offer”, but, regardless of the American’s plans, DIC, the private-equity investment arm of the Arab state, remains by far the club’s favoured bidder.

DIC’s offer was expected to be made official at the start of this month, but the due diligence process has taken longer than was anticipated, prompting Gillett to write to the club’s board last weekend informing them of his intention to make an offer.

However, Sameer al-Ansari, DIC’s chief executive, is expected to attend next Saturday’s match against Everton at Anfield and to stay in Merseyside to make a formal announcement early the next week.

David Moores, the Liverpool chairman, has already signalled his willingness to accept DIC’s £80 million offer for his 51.6 per cent shareholding, an offer that would then be extended to the club’s remaining shareholders. Although Gillett’s offer may prove more lucrative for Moores, the chairman’s preference is for DIC’s bid, which significantly includes a promise to underwrite the construction of a new £200 million stadium on Stanley Park. Construction of the new stadium is scheduled to begin in March.

http://www.timesonline.co.uk/article/0,,428-2569288,00.html

Looks like its happening next week then, and when we tw@t the bitters the shiek will be present and be wondering why someone would want a groundhsare with the peasants.

Piss off George Gillette you can stick your groundshare up your @rse.

by **Igor Zidane** » Sun Jan 28, 2007 11:02 am

I just want it sorted now , so we can move on and plan for the future. I'ts doing me feckin noggin in . Come DIC ffs.

by **tubby** » Sun Jan 28, 2007 1:39 pm

Calm down these things take time. Pretty soon were going to be be able to challange any team financialy if Rafa sees fit to. And besides its not like Stanley Parks going to get built any quicker and Rafas not about to splash £25M in the next week.

by **stmichael** » Tue Jan 30, 2007 11:47 am

interesting dubai reds video.

http://youtube.com/watch?v=jUQnZmMDfVI

by **Elchris** » Wed Jan 31, 2007 1:47 am

Now the Liverpool Boards need more time....

http://www.teamtalk.com/football/story/0,16368,2483_1883363,00.html

by **woof woof !** » Wed Jan 31, 2007 8:19 am

Christ sake , I hope this is not gonna backfire on us .

by **Redman in wales** » Wed Jan 31, 2007 9:39 am

from bbc:

Liverpool stall on takeover bid

Liverpool have decided not to formally accept the £156m takeover bid from Dubai International Capital (DIC).
It is a turnaround from what had been expected and comes after a board meeting on Tuesday evening, casting doubt on the proposed buy-out.

Liverpool now appear to want more time to consider a revised offer from George Gillett, the owner of Montreal Canadians ice hockey team.

A final decision is expected to be made by the end of the week.

DIC has completed due diligence and wants to make its formal bid, via the Stock Exchange, for Liverpool chairman and owner David Moores' 51.6% majority shareholding early next week.

It believes Moores was in favour of a bid which would have given him £80m at £4,500 a share.

Gillett's original offer had been rejected before Christmas, but last week he submitted a new offer by letter to Moores which upped the bid to give Moores £88m for his holding.

-----------------

this better not be down to money!

I though DIC was the best bid because it had the interests of the football club at heart and the gillete bid was more about a takeover like glazer's of utd

by **SouthCoastShankly** » Wed Jan 31, 2007 10:02 am

Maybe Gillete have decided to factor in extra money for a stadium. Lets be honest if Gillete offer more money and a stadium surely its a better deal. And from what I've read about both investors I think I prefer Gillete.

DIC Group are renown for making acquisitions based solely on investment. I would not be unlikely at all if they make a good return after 5 years to sell up. I understand that Gillete aren't looking to buy us for the love of the club but I can see their investment being much more long term and considering the up and coming market for football in the US, Gillete, looks much more of a prospect in term of funds for transfers, etc, over a long period of time.

And at the end of the day I trust Rick Parry and the Moores family to keep the interests of Liverpool FC their utmost priority, so whatever decisions they make will be for the right reasons.

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