United thread 2012/13 (inc merged IPO thread)

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Re: United thread 2012/13.

Rammyblues said:
Rag posting on RVP going to them, made me laugh, one of the few maybe with a sense of humour.

Originally Posted by Sparky_Hughes
really.....>REALLY?

So we take a glass striker with one of the worst injury records around, pair him with our medical staff, who, given all the evidence of the last 6 years Im convinced were trained by Harold Shipman and expect that NOT to be a total clusterfuck? If we sign him I fully expect him to DIE within 20 minutes of his debut.
I thought they already did when they signed Michael Owen ??
 
Re: United thread 2011/12

JM Mcr said:
from what I understand the Glazers are opening themselves up to corporation tax at a higher rate in the States than they currently pay in the UK. I'm no fan of theirs but they must think they're gonna be better off by doing,this.

they're prepared to pay the extra tax in the u.s. because this a and b shares scam giving investors greatly diluted (and frankly worthless) voting rights is allowed in the u.s. but not over here.
 
Re: United thread 2011/12

laserblue said:
JM Mcr said:
from what I understand the Glazers are opening themselves up to corporation tax at a higher rate in the States than they currently pay in the UK. I'm no fan of theirs but they must think they're gonna be better off by doing,this.

they're prepared to pay the extra tax in the u.s. because this a and b shares scam giving investors greatly diluted (and frankly worthless) voting rights is allowed in the u.s. but not over here.
True, plus the disclosure requirements are less strict as they've defined themselves as an "emerging growth company", which is a relatively new provision and is supposed to apply to a company with turnover less than $1bn and that hasnt issued securities (shares) before. Yet one of the subsidiary companies (Manchester United Ltd formerly Manchester United plc) was quoted on the London Stock Exchange between 1991 and 2005.

And I also think they've pulled another fast one. Their last audited accounts are a year old, to June 2011. They've just had their 2012 year end and would normally have been told to wait until these accounts were published, as they aren't supposed to go to market with audited accounts greater than 12 months old, which the 2011 ones will be if they float. Yet they've had permission to do so, which can be granted in exceptional circumstances.

So why would they desperately want to go to market without showing the most up-to-date audited accounts? The last accounts shown are for the 9 months to March 2012 so what could they be seeking to avoid disclosing in those final 3 months?

Could it be anything to do with the fact that the 2011 accounts included the full financial benefit of getting to the CL final? The bulk of the money for that is paid out after the competiton is over so it affects the last financial quarter to a significant degree. Having gone out in the group stages this season, they will be way down on last year in that respect, maybe £40m or more in total, taking into account media income, ticket money and commercial revenue. So I reckon they don't want to show potential investors figures that are significantly down on last season. Surely that's fraudulent?

This could get interesting.
 
United thread 2012/13.

Prestwich_Blue said:
laserblue said:
JM Mcr said:
from what I understand the Glazers are opening themselves up to corporation tax at a higher rate in the States than they currently pay in the UK. I'm no fan of theirs but they must think they're gonna be better off by doing,this.

they're prepared to pay the extra tax in the u.s. because this a and b shares scam giving investors greatly diluted (and frankly worthless) voting rights is allowed in the u.s. but not over here.
True, plus the disclosure requirements are less strict as they've defined themselves as an "emerging growth company", which is a relatively new provision and is supposed to apply to a company with turnover less than $1bn and that hasnt issued securities (shares) before. Yet one of the subsidiary companies (Manchester United Ltd formerly Manchester United plc) was quoted on the London Stock Exchange between 1991 and 2005.

And I also think they've pulled another fast one. Their last audited accounts are a year old, to June 2011. They've just had their 2012 year end and would normally have been told to wait until these accounts were published, as they aren't supposed to go to market with audited accounts greater than 12 months old, which the 2011 ones will be if they float. Yet they've had permission to do so, which can be granted in exceptional circumstances.

So why would they desperately want to go to market without showing the most up-to-date audited accounts? The last accounts shown are for the 9 months to March 2012 so what could they be seeking to avoid disclosing in those final 3 months?

Could it be anything to do with the fact that the 2011 accounts included the full financial benefit of getting to the CL final? The bulk of the money for that is paid out after the competiton is over so it affects the last financial quarter to a significant degree. Having gone out in the group stages this season, they will be way down on last year in that respect, maybe £40m or more in total, taking into account media income, ticket money and commercial revenue. So I reckon they don't want to show potential investors figures that are significantly down on last season. Surely that's fraudulent?

This could get interesting.

Very interesting... But all the media have done have rolled out people to show the positives in this! Not what will happen if no one take up the option or even dig deeper like you..it's one of the reasons I hate the scum so much the media suck up to them!
 
Re: United thread 2012/13.

IH8MUFC said:
GXCity said:
Park Ji Sung has gone to QPR for 2m. They only need to raise 62m on the New York stock exchange now
Park is a solid player. Glad to see he is gone.

He got them out of the shit on more than one occaision..Yes he is solid and hope he does well for QPR.<br /><br />-- Sat Jul 07, 2012 12:33 pm --<br /><br />
Prestwich_Blue said:
laserblue said:
JM Mcr said:
from what I understand the Glazers are opening themselves up to corporation tax at a higher rate in the States than they currently pay in the UK. I'm no fan of theirs but they must think they're gonna be better off by doing,this.

they're prepared to pay the extra tax in the u.s. because this a and b shares scam giving investors greatly diluted (and frankly worthless) voting rights is allowed in the u.s. but not over here.
True, plus the disclosure requirements are less strict as they've defined themselves as an "emerging growth company", which is a relatively new provision and is supposed to apply to a company with turnover less than $1bn and that hasnt issued securities (shares) before. Yet one of the subsidiary companies (Manchester United Ltd formerly Manchester United plc) was quoted on the London Stock Exchange between 1991 and 2005.

And I also think they've pulled another fast one. Their last audited accounts are a year old, to June 2011. They've just had their 2012 year end and would normally have been told to wait until these accounts were published, as they aren't supposed to go to market with audited accounts greater than 12 months old, which the 2011 ones will be if they float. Yet they've had permission to do so, which can be granted in exceptional circumstances.

So why would they desperately want to go to market without showing the most up-to-date audited accounts? The last accounts shown are for the 9 months to March 2012 so what could they be seeking to avoid disclosing in those final 3 months?

Could it be anything to do with the fact that the 2011 accounts included the full financial benefit of getting to the CL final? The bulk of the money for that is paid out after the competiton is over so it affects the last financial quarter to a significant degree. Having gone out in the group stages this season, they will be way down on last year in that respect, maybe £40m or more in total, taking into account media income, ticket money and commercial revenue. So I reckon they don't want to show potential investors figures that are significantly down on last season. Surely that's fraudulent?

This could get interesting.

What the mighty man united not telling the whole truth?? who'd a thought it.
 
Re: United thread 2012/13.

Found on Rag Cafe.

Manchester United goes stale

The prospectus for the US$500m NYSE IPO of Manchester United filed with the SEC last week was light on detail about the planned transaction, but highly illustrative of the benefits of listing in the US rather than the football club’s natural home in the UK.

As expected, the Glazer family has established two classes of shares with different voting rights to ensure that it retains control of the club even as existing shareholders are diluted. Class A ordinary shares carrying one vote will be sold in the IPO, while the Class B shares, which convert to A shares when sold to non-affiliates of existing holders, will carry 10 votes. While the holders of B shares own at least 10% of the company, they will control 67% of the votes and ensure investors in the IPO can never hope to wrest control away from the Glazers.

The dual-class shareholder structure is accepted in the US and was seen on the recent Facebook IPO, although it is not welcomed by European investors.

More shocking to investors is that United is coming to market on numbers that are significantly out of date. The most recent audited financial statements in the deal’s prospectus are dated June 30 2011. US guidelines (Rule 8.A.4) state that companies should IPO with statements at most 12 months old, but an exception of up to 15 months is allowed under certain circumstances. The exception is available if the company is not required to produce these numbers in any other jurisdiction and complying with the 12-month limit is “impractical and involves undue hardship for the company”.

Edward Woodward, executive vice-chairman of Manchester United, stated this was the case in a letter to the SEC last week. But one major UK institutional investor challenged the claim of hardship and the wisdom of listing with such old accounts.

“Listing with numbers that are so stale is very concerning,” said the investor. “We have rules in the UK and Europe that would not allow this – good rules to stop messing around with accounts.”

United has included summary financial data for the nine months to March 31 2012, with comparative data for end March 2011, but these are unaudited. These accounts also create confusion as the end of the football season in May triggers several significant receipts. Hence, it is hard to compare these accounts with other full-year accounts that end in June. For example, the cash position at March 31 2012 was just £25.6m, versus over £150m held at the end of June in 2009, 2010 and 2011.

Accounts are deemed to have turned stale 135 days after they are dated, the maximum length of time that an auditor will stand by them. Last year, the US$10bn IPO by Glencore was completed using accounts that had just exceeded the 135-day comfort period. A few weeks later, the firm produced disappointing results, which has kept its share price on a downward trajectory.

A significant year

The investor focused only on audited numbers and said that in a year when the football team missed out on qualification for the knockout stages of the lucrative Champions League, Premier League title and the finals of both domestic cups was significant compared with companies with steady earnings year-on-year.


“It is a significant year. They have tried to list in the UK and failed, in Hong Kong and failed, in Singapore and failed. It is a sign of extraordinary pressure to now launch this,” he said.

It is possible that Manchester United could rush to produce the full-year numbers to 2012 if the deal runs into September, but there is no requirement to do so. Bankers refused to give any detail on possible timing, but a launch is still likely this month as the Glazers filed the first version of the prospectus two months ago (on May 3) and have updated it twice since.
JOBS for the boys

As the club’s revenues are below US$1bn, it can file confidentially with the SEC under the JOBS Act as an “emerging growth company”. The JOBS Act also means the company can pre-market to investors before launching bookbuilding.

Manchester United had eyed deal proceeds of US$1bn for its Singapore IPO. While the SEC filing includes a US$100m deal size, the final transaction will be far larger. Bankers involved suggested that the free-float could be as high as 80% and the deal could total around US$500m.

Jefferies is lead-left in a bookrunner group also comprising Credit Suisse, JP Morgan, Bank of America Merrill Lynch and Deutsche Bank.

The base deal is expected to be entirely primary, with the secondary component coming in the greenshoe. Proceeds will be used to repay US dollar debt due 2017 with a coupon of 8.375% at 108.375% and sterling debt paying 8.75% at 108.75%.


One or two on there saying they will limit the amount to pay of the debt and any money over that to pay of their PIKs. (sounds dodgy.)
 
Re: United thread 2012/13.

Rammyblues said:
Found on Rag Cafe.

Manchester United goes stale

The prospectus for the US$500m NYSE IPO of Manchester United filed with the SEC last week was light on detail about the planned transaction, but highly illustrative of the benefits of listing in the US rather than the football club’s natural home in the UK.

As expected, the Glazer family has established two classes of shares with different voting rights to ensure that it retains control of the club even as existing shareholders are diluted. Class A ordinary shares carrying one vote will be sold in the IPO, while the Class B shares, which convert to A shares when sold to non-affiliates of existing holders, will carry 10 votes. While the holders of B shares own at least 10% of the company, they will control 67% of the votes and ensure investors in the IPO can never hope to wrest control away from the Glazers.

The dual-class shareholder structure is accepted in the US and was seen on the recent Facebook IPO, although it is not welcomed by European investors.

More shocking to investors is that United is coming to market on numbers that are significantly out of date. The most recent audited financial statements in the deal’s prospectus are dated June 30 2011. US guidelines (Rule 8.A.4) state that companies should IPO with statements at most 12 months old, but an exception of up to 15 months is allowed under certain circumstances. The exception is available if the company is not required to produce these numbers in any other jurisdiction and complying with the 12-month limit is “impractical and involves undue hardship for the company”.

Edward Woodward, executive vice-chairman of Manchester United, stated this was the case in a letter to the SEC last week. But one major UK institutional investor challenged the claim of hardship and the wisdom of listing with such old accounts.

“Listing with numbers that are so stale is very concerning,” said the investor. “We have rules in the UK and Europe that would not allow this – good rules to stop messing around with accounts.”

United has included summary financial data for the nine months to March 31 2012, with comparative data for end March 2011, but these are unaudited. These accounts also create confusion as the end of the football season in May triggers several significant receipts. Hence, it is hard to compare these accounts with other full-year accounts that end in June. For example, the cash position at March 31 2012 was just £25.6m, versus over £150m held at the end of June in 2009, 2010 and 2011.

Accounts are deemed to have turned stale 135 days after they are dated, the maximum length of time that an auditor will stand by them. Last year, the US$10bn IPO by Glencore was completed using accounts that had just exceeded the 135-day comfort period. A few weeks later, the firm produced disappointing results, which has kept its share price on a downward trajectory.

A significant year

The investor focused only on audited numbers and said that in a year when the football team missed out on qualification for the knockout stages of the lucrative Champions League, Premier League title and the finals of both domestic cups was significant compared with companies with steady earnings year-on-year.


“It is a significant year. They have tried to list in the UK and failed, in Hong Kong and failed, in Singapore and failed. It is a sign of extraordinary pressure to now launch this,” he said.

It is possible that Manchester United could rush to produce the full-year numbers to 2012 if the deal runs into September, but there is no requirement to do so. Bankers refused to give any detail on possible timing, but a launch is still likely this month as the Glazers filed the first version of the prospectus two months ago (on May 3) and have updated it twice since.
JOBS for the boys

As the club’s revenues are below US$1bn, it can file confidentially with the SEC under the JOBS Act as an “emerging growth company”. The JOBS Act also means the company can pre-market to investors before launching bookbuilding.

Manchester United had eyed deal proceeds of US$1bn for its Singapore IPO. While the SEC filing includes a US$100m deal size, the final transaction will be far larger. Bankers involved suggested that the free-float could be as high as 80% and the deal could total around US$500m.

Jefferies is lead-left in a bookrunner group also comprising Credit Suisse, JP Morgan, Bank of America Merrill Lynch and Deutsche Bank.

The base deal is expected to be entirely primary, with the secondary component coming in the greenshoe. Proceeds will be used to repay US dollar debt due 2017 with a coupon of 8.375% at 108.375% and sterling debt paying 8.75% at 108.75%.


One or two on there saying they will limit the amount to pay of the debt and any money over that to pay of their PIKs. (sounds dodgy.)
I've just emailed the journalist at Reuters who wrote the above article. I don't think he put two and two together. They're trying to mislead investors but Inspector Prestwich is onto them. I think I'll drop David Conn a line as well.
 
Re: United thread 2012/13.

Detective inspector Prestwich of the barm.. :)

Got a good ring to it..
 
Re: United thread 2012/13.

Issuer shall not be an emerging growth company for purposes of [the Securities Act and the Exchange Act]…if the first sale of common equity securities of such issuer pursuant to an effective registration statement under the Securities Act of 1933 occurred on or before December 8, 2011

Directly from the JOBS Act.

That seems clear as day to me.
 
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