Just a brief post as Alisher Usmanov and Farhad Moshiri’s jointly owned investment vehicle R&W Holdings have announced that they’ve taken their Arsenal shareholding over the symbolic 30 per cent mark today with the purchase of 6 shares.
There’s no update on Arsenal.com as yet, though these normally appear on a Friday, so if the paperwork is all done and dusted then we should see that tomorrow. I suspect, though, that given the timing of this to coincide with the AGM, R&W have decided to announce today and complete the paperwork later. The announcement was made through ISDX, and was necessary as it breaches a recognised threshold.
This takes the R&W total from 18,665 to 18,671 shares – 18,666 was needed for 30 per cent. This is the first share purchase notified by R&W since May. Purchases earlier this year that had kept R&W on 29-point-something were only announced through Arsenal.com updates, not on ISDX.
There have been no trades reported on the ISDX exchange since a single share on October 9, so it appears R&W have continued their habit of purchasing privately off market. This means there is no requirement for anyone to know the terms of the deal, though R&W have previously stated that they never buy at higher than £14,000 per share. The prevailing price recently has been around £15,000.
Stan Kroenke’s KSE own 66.83 per cent of Arsenal, a total of 41,583 shares. The remaining three per cent of shares are split between about 300 shareholders, the largest of whom has 120 shares, with the AST’s Fanshare scheme currently holding 104.
A quick reminder of what the share totals mean:
- Normally anyone reaching a 30 per cent shareholding in a company triggers a compulsory full takeover bid – as it did for Stan Kroenke with Arsenal in 2011
- In this case, as there is already a majority shareholder – Stan – this ‘rule’ will not be enforced by the Takeover Panel (Takeover Panel ‘rules’ are very broad and the Panel can basically decide whatever it thinks is fair in the individual situation)
- In fact Alisher Usmanov/R&W can make a bid any time they want to anyway, as can anyone else, and for all I know Mr Usmanov phones Stan every week with a bid that Stan rejects
- Up until summer 2012 there was a Premier League rule that implied that anyone holding 30 per cent of a club was deemed an ‘owner’, and owners have to certify all large financial transactions; thus if you had 30 per cent you needed access to all the financial information in order to comply
- The Premier League changed this rule in 2012 to make it clear that if there is a majority shareholder then no one else needs to be an ‘owner’, so Mr Usmanov seems most unlikely to get access to anything now he’s reached 30 per cent
- Nonetheless he continued to buy shares since summer 2012, and it seems pretty certain that he has had sufficient shares lined up for some months and was just waiting for the right moment to put them into his name and announce he now has 30 per cent
- The benefit of reaching 30 per cent, given Takeover Panel decisions and PL rule changes, seems purely symbolic – unless Mr Usmanov has something up his sleeve; I look forward to finding out soon
- In legal terms, Stan still holds all the cards. His 66 per cent is enough for complete day to day control, and appointing whoever he likes to the Board – in fact just this morning he re-appointed himself, despite some at the AGM voting against!
If you’re new here, I’ve done various Usmanov/share posts before, so if you search for ‘angryofislington Usmanov Q&A’ you’ll find all of them pretty easily.
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