Alisher Umanov, the world’s 28th richest man according to Forbes, richer than anyone else in either Britain or Russia, has a few Arsenal shares – but how many? According to Arsenal’s website, as at 13 April, the answer is 18,455, or 29.66% of those issued. And according to the Plus Markets website, no Arsenal shares have been traded since 10 April. So the answer looks like 18,455. Unfortunately things aren’t that simple.
Firstly, not all trades in Arsenal shares go through Plus Markets. Some are done privately between individuals, so don’t get listed on the Plus Markets website. This makes it impossible to know exactly what is going on at any specific moment. This can be seen in the fact that in the three weeks to 13 April, according to Arsenal.com, Mr Usmanov bought 12 shares, but the Plus Markets website listed only 11 trades in that time, and I am quite certain that not all of those listed involved Mr Usmanov.
Arsenal helpfully list major shareholders on their website, because Premier League rules require that they advise of all shareholdings over 10%. I’ve studied the PL rules quite carefully and I’ve had phone conversations with people at the Premier League, and there is a bit of a hole in their thinking. They require that when any shareholder goes over the 10% figure a Form 51 is sent to them by the club concerned with the details. They also require that when any shareholder gets to 30% he or she has to pass the Owners & Directors test, sometimes referred to as the ‘fit and proper persons’ test. However, they don’t say what is supposed to happen when a shareholder goes from anything above 10% to anything below 30%, for example 15% to 20% – or 29.65% to 29.66%, as Mr Usmanov has recently done. I asked the Premier League if a shareholder with more than a 10% holding had to advise them every time s/he bought or sold any shares at all, but they were unable to give me a straight answer.
I suspect that the Premier League don’t expect or get a Form 51 for every purchase, and that Arsenal use the announcements of major shareholdings on their website as notification to both the PL and the wider world of changes.
(The stock market rules are different, and do require that there is an announcement every time anyone goes over any percentage threshold – the last one of these for Arsenal was Mr Usmanov reaching 29% some months ago.)
What we definitely do know is that all directors are obliged under stock market rules to announce whenever they buy or sell any share(s) in their own company, for the obvious reason that they could make a killing by trading just before results are announced. Mr Usmanov, much to his own disgust, is not currently a director of Arsenal, so there is no need for announcements with every purchase. Clearly there is some mechanism in place for him to advise Arsenal periodically of his purchases so that they can pass on the information to the PL and the rest of us, but I don’t know the details of this, how often it’s done and whether it’s entirely up to date and accurate at all times.
Naturally all companies keep a register of shareholders, so Arsenal will be advised in due course when a share changes hands and has a new registered owner. For all I know, Arsenal only find out about Mr U buying a share when a letter comes through asking them to change some details on the register because another small shareholder has decided to cash in and no longer needs to be sent quarterly emails from Ivan and invitations to the AGM.
As I mentioned, there should be a stock market announcement every time a director trades a share. Them’s the rules. However, Arsenal.com’s announcements dated 8 March and 29 March showed that during that period a director of Arsenal, one E Stanley Kroenke, had apparently purchased two shares, but there was no announcement of this on the Plus Markets site. Arsenal’s explanation was that these purchases were made as part of the offer last spring, and for some reason the paperwork was not finalised until now. Thus they were not new purchases, so no announcement was needed. Obviously there is the small matter that the published figures for KSE’s shareholding have been wrong for at least eight months, but never mind. I’m sure it wasn’t deliberate.
Back to Mr Usmanov. As well as his purchasing of shares out of sight of Plus Markets, there is a bigger reason why he may effectively have a lot more shares than the 18,455 currently stated on Arsenal.com. He may have reached agreement with a number of shareholders to buy their shares at a mutually convenient time. He may in fact be ‘controlling’ almost as many as he needs for the 30% figure he apparently craves. Time will tell, but for the moment I’m taking the official figure with a pinch of salt.
Update on 27 April: Arsenal.com figures are now showing 18,467 shares for R&W, leaving them ‘officially’ needing fewer than 200 shares to get to 30%. 199 to be precise. Recently Arsenal have reduced the time between these updates; it was three weeks, but it seems to have dropped to less than two. Perhaps they are getting advised by R&W of purchases more often, and feel the need to pass this on immediately to comply with Premier League rules.
Follow me on Twitter: @AngryOfN5