Takeover | Page 18 | Vital Football

Takeover

To the King and Studds

It's painful to read your erroneous meanderings about company structures and relationships. A parent company means it owns more than 50% of voting shares in another company which, in itself is a subsidiary. The parent company can appoint directors, influences management and operational matters.

In early 2017, Dr Stanley's WHOLLY owned company purchased a controlling interest in IEC. Since then, anyone who owned shares in IEC is facing a 23% loss with no dividends and a company regularly losing money and regular profit warnings. Clearly running a hotel and casino etc. isn't Dr Stanley's forte. Let's hope he has more luck with footy. That's if he ever gets around to signing the deal.

For god's sake, how long does it take to buy a small company? During this same period; Whitbread has bought a chain of 27 hotels in Germany, each with differing tenancy agreements and other complex aspects. Done and dusted! According to IEC's own schedule, we are way off completion!

I did mention a while back that IEC where lacking in the available cash department. So it came as no surprise to see their latest scheme as to raising/borrowing money. It's now very reminiscent of the Glazier brothers leveraged buyout of Man Utd. This also adds to my concerns; I wonder how much that will cost us in the long term. I'm beginning to wonder has the good doctor been taking advice from them.

Those with any financial business background know this is not a good scenario - If it was horse they'd shoot it...
 
To the King and Studds

It's painful to read your erroneous meanderings about company structures and relationships. A parent company means it owns more than 50% of voting shares in another company which, in itself is a subsidiary. The parent company can appoint directors, influences management and operational matters.

In early 2017, Dr Stanley's WHOLLY owned company purchased a controlling interest in IEC. Since then, anyone who owned shares in IEC is facing a 23% loss with no dividends and a company regularly losing money and regular profit warnings. Clearly running a hotel and casino etc. isn't Dr Stanley's forte. Let's hope he has more luck with footy. That's if he ever gets around to signing the deal.
Who said anything about a parent company?

IEC’s income is a pittance. The fact Dr Stanley purchased a controlling stake little more than a year back, and within the last month has announced a near £50m outlay on Latics and sports rights, clearing tells us none of this is being funded by IEC itself.

Your post history suggests you think we’re being sold down the river and will end up like Chester City. On the other hand you think the whole process is taking too long. Personally, the due diligence we’re taking fills me with more confidence, than selling us off at the first opportunity.

We’ve been aware since the final home game the final takeover would only be completed by September. So long as this isn’t interfering with contract and transfer business it makes no difference.
 
The way I see it is that none of your arguments, statements, speculation or guesswork make any sense at all. The reason is because everyone keeps using the term investment when the reality is actually benefactor.
 
As far as I've been able to see and with my limited knowledge of past takeovers these delays are nothing to be particularly surprised about. Don't forget there are lots of players to please in this scenario besides us and them. The FA, Football League, Wigan Council, the HK stock market etc. will all have interests of one kind or another. A company I worked for once took over a another company with 6 sites - it took 18 months to get that through and the whole deal was relatively simple according to the directors.

Certain things come up in takeovers that need to be checked in forensic detail but may turn out to be nothing, each one of these is another delay.

And if it does go tits up then it is going tits up for a good reason. I'd rather it be that than us end up in a Sunderland situation with an owner who wants nothing to do with the club.
 
To the King and Studds

It's painful to read your erroneous meanderings about company structures and relationships. A parent company means it owns more than 50% of voting shares in another company which, in itself is a subsidiary. The parent company can appoint directors, influences management and operational matters.

In early 2017, Dr Stanley's WHOLLY owned company purchased a controlling interest in IEC. Since then, anyone who owned shares in IEC is facing a 23% loss with no dividends and a company regularly losing money and regular profit warnings. Clearly running a hotel and casino etc. isn't Dr Stanley's forte. Let's hope he has more luck with footy. That's if he ever gets around to signing the deal.

For god's sake, how long does it take to buy a small company? During this same period; Whitbread has bought a chain of 27 hotels in Germany, each with differing tenancy agreements and other complex aspects. Done and dusted! According to IEC's own schedule, we are way off completion!

I did mention a while back that IEC where lacking in the available cash department. So it came as no surprise to see their latest scheme as to raising/borrowing money. It's now very reminiscent of the Glazier brothers leveraged buyout of Man Utd. This also adds to my concerns; I wonder how much that will cost us in the long term. I'm beginning to wonder has the good doctor been taking advice from them.

Those with any financial business background know this is not a good scenario - If it was horse they'd shoot it...

From OLFE post on the previous page about the most reccent IEC statement, when you swop out the 'general partner', 'limited partner' 'the company',' the fund' 'the subscriber' etc for the company names those titles represent it reads something like this:

'The Board is pleased to announce that on 15 June 2018
VMS Private Investment Partners VIII Limited (a direct
wholly-owned subsidiary of IEC) as a limited partner, entered into
the Subscription Agreement and the Limited Partnership Agreement with Hontai Capital Cayman Inc.

VMS agreed to subscribe for the Interest in the Fund and commit a capital contribution of EUR26.20 million to Hontai Capital Fund II Limited Partnership...

...Hontai Capital Cayman Inc. is an exempted company incorporated in the Cayman Islands and an indirect wholly-owned subsidiary of Yunjoy Capital Cayman Inc., which in turn, is wholly-owned by Chengdu Yunjoy Capital Investment Co., Ltd. The General Partner is principally engaged in the management of the Fund (Hontai Capital Cayman Inc.). The General Partner will have full control over the business and affairs of the Fund, including responsibility for making all investment and divestment decisions.'

So no parent companies in that lot? If people are misreading the structure it's hardly suprising is it?
 
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To 'King'

Previously you wrote:

“There's so many layers to the consortium, parent companies within parent companies, etc it's impossible to know exactly what's going on from the outside”.

My response was to advise, in general terms that:

1. Up to the present date; there is only one company proposing to purchase WA. A single entity does not constitute (in UK law) a 'consortium'. OK?

2. It is impossible to have a 'parent' company within a 'parent 'company. Sorry, but you obviously need to brush up on your knowledge of company structures.

You then state: “… strongly suggests to me IEC are just the shop front for their parent companies and the accounts don't tell the full story”.

I accept that this purely your opinion but please advise us all who are IEC's 'Parent Companies' (more than one) which you refer to and if they are quoted on any stock exchange.

The various 'Cayman Island' companies you mentioned are integral solely to the ''borrowing' of money ONLY by IEC and not a party to the proposed purchase of WA otherwise the 'Aquisition' document would need to be amended and the FA informed. As previously advised; due to these 'borrowing' arrangements by IEC; this will become; what is recognised in the business 'mergers and acquisition world' as a leveraged buyout – if it ever happens. The caveat being; 'someone' at a later stage will have to pay this back notwithstanding any annual interest or 'management' costs viz; Glaziers/Man Utd – (didn't they do well!)
 
This is all getting very heavy chaps can you please try to keep it simple so we can all understand

Ok. In simple terms no bugger on here really knows the full make up and structure of the compan(ies) and individual(s) involved in buying us with any degree of certainty. Hopefully once the deal is complete we'll have some transparency to avoid everyone having to investigate the matter and putting forward their own hypothesis on who or what owns us and projected finances - though personally I appreciate their efforts in doing so as I haven't the time.
 
It is impossible to entirely ascertain the spending power of IEC and their associates at this point, and anyone claiming to know exact figures is plucking them from the sky or making their own conclusions to fulfill some agenda of a kind. Likewise it is impossible to identify the exact individuals financing this deal and their collective spending power, this Stanley fella might be the face of IEC but that doesn't mean he's the only investor or even financing much of this at all.


They might be cash strapped, they might not be - truth is the vague and intentionally ambiguous business statements don't paint the whole picture and we should all just wait and see rather than trying to unearth definitive answers that don't yet exist.
 
I don't know the first thing about the world of big business and I don't know if it's normal to have all these layers, or whatever you want to call it. To the untrained eye this is all very complex, whereas the Sunderland takeover seemed very simple.

I think that if we (meaning DW and senior club officials) had tried to push this through quickly they'd have been totally negligent. So instead of being impatient (Charlz) lets just see what unravels at the end of it all. Some things you can't rush and it seems plain that this is one of them.
 
Chet,I want this to be done diligently but hey it’s becoming the longest takeover in English football
 
To 'King'

Previously you wrote:

“There's so many layers to the consortium, parent companies within parent companies, etc it's impossible to know exactly what's going on from the outside”.

My response was to advise, in general terms that:

1. Up to the present date; there is only one company proposing to purchase WA. A single entity does not constitute (in UK law) a 'consortium'. OK?

2. It is impossible to have a 'parent' company within a 'parent 'company. Sorry, but you obviously need to brush up on your knowledge of company structures.

You then state: “… strongly suggests to me IEC are just the shop front for their parent companies and the accounts don't tell the full story”.

I accept that this purely your opinion but please advise us all who are IEC's 'Parent Companies' (more than one) which you refer to and if they are quoted on any stock exchange.

The various 'Cayman Island' companies you mentioned are integral solely to the ''borrowing' of money ONLY by IEC and not a party to the proposed purchase of WA otherwise the 'Aquisition' document would need to be amended and the FA informed. As previously advised; due to these 'borrowing' arrangements by IEC; this will become; what is recognised in the business 'mergers and acquisition world' as a leveraged buyout – if it ever happens. The caveat being; 'someone' at a later stage will have to pay this back notwithstanding any annual interest or 'management' costs viz; Glaziers/Man Utd – (didn't they do well!)

There was another thread prior to this one when IEC, Dr Stanley etc rumours first started where there were pages and pages of discussion about IEC and where it fits into a larger business empire and the other business interests of those involved. I can't recall any of the company names off the top of my head or the varipus layers of the onion (anyone who can remeber by all means chime in) but there were quite a few. I tried to find the thread to give specifics but couldnt see it so im wondering if it was one of the threads that was deleted admin after desending into too much arguing.

Unsurprising we aren't all business experts nor is anyone claiming to be. It's a thread on a football message board where us mere mortals are trying to make sense of what little info we have combined with the vast amount company names we've heard and with a bit of guess work and speculation.
 
I don't know the first thing about the world of big business and I don't know if it's normal to have all these layers, or whatever you want to call it. To the untrained eye this is all very complex, whereas the Sunderland takeover seemed very simple.

I think that if we (meaning DW and senior club officials) had tried to push this through quickly they'd have been totally negligent. So instead of being impatient (Charlz) lets just see what unravels at the end of it all. Some things you can't rush and it seems plain that this is one of them.

The thing with the Sunderland situation though is that he's sold the club to a couple of blokes who don't even have the money to actually pay him the asking price for it & who've had to ask to pay him over 2 seasons with the parachute payments that they're due over that time.
I also think that there's more to their claim that the previous owner has paid off all the debts which stood at £120mill & all to get just £40mill back over 2 years - doesn't seem reet even if he is minted

Like you say, I'd rather whoever is buying the club makes sure that everything is done by the book & following due process & the same on Whelan's part than just knock it out quickly to whoever will agree to buy it first!!
 
They certainly don't make these things easy to read for the standard person, but if anyone is specifically interested in what it said about Wigan over the 26 pages it's pasted below. I don't think there's anything we haven't seen mentioned in previous statements, with the most football specific part saying - The Group will firstly invest and develop the football performance operation at academy and first team level, and will look to develop further the football performance model around elite performance and academy development to support the 1st team club operation. I imagine Joe Royle is being brought in to oversee the implementation of this new 'model' and it's good to see academy development seems to be central to that.

'On 21 May 2018, the Company and Hamsard 3467 Limited (“Hamsard 3467”), an investment holding company incorporated in England and Wales, which is an indirect subsidiary of the Company, entered
into the Share Purchase Agreement pursuant to which Hamsard 3467 has conditionally agreed to acquire the entire issued share capital (including both ordinary shares and preference shares) of Wigan
Athletic Holdings Limited, a private company limited by shares incorporated in England and Wales and the shareholding of the Trustees of the Whelan Family Bare Trust in Wigan Athletic A.F.C.
Limited, a company incorporated in England and Wales.
On the same date, the Company and Hamsard 3467 also entered into the Property Agreement A, the Property Agreement B and the Property Agreement C with the Property Seller A, the Property Seller B and the Property Seller C respectively for the acquisition of the Property A, the Property B and the Property C.


The capital commitment for this acquisition is the aggregate of:
(i) £15,900,000 (equivalent to approximately HK$169,494,000); and
(ii) the Working Capital Loans (in any event not exceeding £6,475,000 on the basis that the Long Stop Date was extended to 31 January 2019) (equivalent to approximately HK$69,023,500), which shall be settled by cash. Further details are set out in the announcement dated 21 May 2018.


(b) On 15 June 2018, VMS Private Investment Partners VIII Limited (“VMS VIII”), a direct wholly-owned subsidiary of the Company, as limited partner, entered into the Subscription Agreement and the
Limited Partnership Agreement with the General Partner, pursuant to which VMS VIII agreed to subscribe for the Interest in the Fund and commit a capital contribution of EUR26.20 million (approximately HK$242.35 million) to the Fund. Further details are set out in the announcement dated


The Group plans to acquire Wigan Athletic Holdings Limited, which operates Wigan Athletic Football Club based in Wigan, Greater Manchester, England and a sport stadium namely DW Stadium, with conference and other facilities. The Group will also acquire three
properties, such as disused restaurant adjacent to the DW Stadium, sports academy facility and sports training ground. The Group will firstly invest and develop the football performance operation at academy and first team level, and will look to develop further the football performance model around elite performance and academy development to support the 1st team club operation. On the football business side, the Group will implement a business plan around increasing match day and non-match day revenues through development of sponsorship, hospitality, retail, ticketing and fan engagement strategies to increase overall turnover.


The Group believes that the deployment of expanding the above entertainment and sports related businesses will broaden its source of income and create synergies among the Group’s businesses.'