(12-29-2023, 10:18 AM)fuzzbox Wrote: I'm not sure getting the accounts fully 'audited' prior to takeover is as likely to be necessary as you would think.

Four reasons:

1) We're being bought for c£60m, not 5 billion! Depending on the owner and where they are getting the money from, the tolerance of risk might be greater.
2) With our overseas owners, it may not be possible to establish 'true and fair' shortly - or ever. They may decide there is a diminishing return in a lengthy financial check.
3) Due to our financial problems, the transfer window and current league position, they may decide the potential damage to 'their' club exceeds the potential damage/chance of an unexpected issue coming up in financial investigations.
4) What exactly are the terms of the takeover? It may be that certain funds are withheld. This may depend on financial results being achieved, final league position and crucially that other financial elements are as declared. I'm guessing that Lai is more than likely to sign such waivers - he is metaphorically over a barrel having to take it. His only play is to just close his eyes and pray they'll be gentle.

Frankly speaking, we are a smallish company that is not that complicated - except for ownership! The club's creditors is probably the most important and where they would start. That would have been started months ago - you'd hope! As they have recently extended more money, I'm guessing they already have. Next would be property, which again has probably already been done.

(12-29-2023, 10:18 AM)fuzzbox Wrote: I'm not sure getting the accounts fully 'audited' prior to takeover is as likely to be necessary as you would think.

Four reasons:

1) We're being bought for c£60m, not 5 billion! Depending on the owner and where they are getting the money from, the tolerance of risk might be greater.
2) With our overseas owners, it may not be possible to establish 'true and fair' shortly - or ever. They may decide there is a diminishing return in a lengthy financial check.
3) Due to our financial problems, the transfer window and current league position, they may decide the potential damage to 'their' club exceeds the potential damage/chance of an unexpected issue coming up in financial investigations.
4) What exactly are the terms of the takeover? It may be that certain funds are withheld. This may depend on financial results being achieved, final league position and crucially that other financial elements are as declared. I'm guessing that Lai is more than likely to sign such waivers - he is metaphorically over a barrel having to take it. His only play is to just close his eyes and pray they'll be gentle.

Frankly speaking, we are a smallish company that is not that complicated - except for ownership! The club's creditors is probably the most important and where they would start. That would have been started months ago - you'd hope! As they have recently extended more money, I'm guessing they already have. Next would be property, which again has probably already been done.

(12-29-2023, 11:07 AM)CaptainFantastico Wrote: It’s worth bearing in mind this is a US group buying a UK based business off a complex group
of Chinese owners. It’s taking a bit longer than would’ve ideally been hoped but it’s not that surprising or room for panic

(12-29-2023, 10:18 AM)fuzzbox Wrote: I'm not sure getting the accounts fully 'audited' prior to takeover is as likely to be necessary as you would think.

Four reasons:

1) We're being bought for c£60m, not 5 billion! Depending on the owner and where they are getting the money from, the tolerance of risk might be greater.
2) With our overseas owners, it may not be possible to establish 'true and fair' shortly - or ever. They may decide there is a diminishing return in a lengthy financial check.
3) Due to our financial problems, the transfer window and current league position, they may decide the potential damage to 'their' club exceeds the potential damage/chance of an unexpected issue coming up in financial investigations.
4) What exactly are the terms of the takeover? It may be that certain funds are withheld. This may depend on financial results being achieved, final league position and crucially that other financial elements are as declared. I'm guessing that Lai is more than likely to sign such waivers - he is metaphorically over a barrel having to take it. His only play is to just close his eyes and pray they'll be gentle.

Frankly speaking, we are a smallish company that is not that complicated - except for ownership! The club's creditors is probably the most important and where they would start. That would have been started months ago - you'd hope! As they have recently extended more money, I'm guessing they already have. Next would be property, which again has probably already been done.

(12-29-2023, 11:17 AM)Kit Kat Chunky Wrote:

(12-29-2023, 11:07 AM)CaptainFantastico Wrote: It’s worth bearing in mind this is a US group buying a UK based business off a complex group
of Chinese owners. It’s taking a bit longer than would’ve ideally been hoped but it’s not that surprising or room for panic

That is the complexity, I think. Three different legal areas - I presume the takeover will be subject to UK Law, though?

Fuzz - great post earlier, BTW  

(12-29-2023, 11:41 AM)Pragmatist Wrote:

(12-29-2023, 10:18 AM)fuzzbox Wrote: I'm not sure getting the accounts fully 'audited' prior to takeover is as likely to be necessary as you would think.

Four reasons:

1) We're being bought for c£60m, not 5 billion! Depending on the owner and where they are getting the money from, the tolerance of risk might be greater.
2) With our overseas owners, it may not be possible to establish 'true and fair' shortly - or ever. They may decide there is a diminishing return in a lengthy financial check.
3) Due to our financial problems, the transfer window and current league position, they may decide the potential damage to 'their' club exceeds the potential damage/chance of an unexpected issue coming up in financial investigations.
4) What exactly are the terms of the takeover? It may be that certain funds are withheld. This may depend on financial results being achieved, final league position and crucially that other financial elements are as declared. I'm guessing that Lai is more than likely to sign such waivers - he is metaphorically over a barrel having to take it. His only play is to just close his eyes and pray they'll be gentle.

Frankly speaking, we are a smallish company that is not that complicated - except for ownership! The club's creditors is probably the most important and where they would start. That would have been started months ago - you'd hope! As they have recently extended more money, I'm guessing they already have. Next would be property, which again has probably already been done.

In view of the blatant disregard of company law and fiduciary duty displayed by the current owners, it would be foolhardy to proceed without independent auditors reviewing the finances before buying.  Even warranties and indemnities from the vendors would be worthless.

---

(12-29-2023, 11:17 AM)Kit Kat Chunky Wrote:

(12-29-2023, 11:07 AM)CaptainFantastico Wrote: It’s worth bearing in mind this is a US group buying a UK based business off a complex group
of Chinese owners. It’s taking a bit longer than would’ve ideally been hoped but it’s not that surprising or room for panic

That is the complexity, I think. Three different legal areas - I presume the takeover will be subject to UK Law, though?

Fuzz - great post earlier, BTW  

Actually that’s not necessarily the case.  It could well be, and is indeed very likely to be, Holdings selling the clean Jersey intermediate holding company to the buyer, which should be straightforward and doesn’t involve China at all, or alternatively it’s the Jersey company selling its 88% shareholding in Group to the buyer.   That Jersey company was interposed for a reason, and I suspect that was it. 

I doubt very much that anyone would be buying Holdings (the Chinese owners’ own UK holding company), as that’s where any murkiness will be.  If they are buying that company then the deal is certainly a lot more complicated.

(12-29-2023, 11:52 AM)Fulham Fallout Wrote:

(12-29-2023, 11:41 AM)Pragmatist Wrote:

(12-29-2023, 10:18 AM)fuzzbox Wrote: I'm not sure getting the accounts fully 'audited' prior to takeover is as likely to be necessary as you would think.

Four reasons:

1) We're being bought for c£60m, not 5 billion! Depending on the owner and where they are getting the money from, the tolerance of risk might be greater.
2) With our overseas owners, it may not be possible to establish 'true and fair' shortly - or ever. They may decide there is a diminishing return in a lengthy financial check.
3) Due to our financial problems, the transfer window and current league position, they may decide the potential damage to 'their' club exceeds the potential damage/chance of an unexpected issue coming up in financial investigations.
4) What exactly are the terms of the takeover? It may be that certain funds are withheld. This may depend on financial results being achieved, final league position and crucially that other financial elements are as declared. I'm guessing that Lai is more than likely to sign such waivers - he is metaphorically over a barrel having to take it. His only play is to just close his eyes and pray they'll be gentle.

Frankly speaking, we are a smallish company that is not that complicated - except for ownership! The club's creditors is probably the most important and where they would start. That would have been started months ago - you'd hope! As they have recently extended more money, I'm guessing they already have. Next would be property, which again has probably already been done.

In view of the blatant disregard of company law and fiduciary duty displayed by the current owners, it would be foolhardy to proceed without independent auditors reviewing the finances before buying.  Even warranties and indemnities from the vendors would be worthless.

---

(12-29-2023, 11:17 AM)Kit Kat Chunky Wrote:

(12-29-2023, 11:07 AM)CaptainFantastico Wrote: It’s worth bearing in mind this is a US group buying a UK based business off a complex group
of Chinese owners. It’s taking a bit longer than would’ve ideally been hoped but it’s not that surprising or room for panic

That is the complexity, I think. Three different legal areas - I presume the takeover will be subject to UK Law, though?

Fuzz - great post earlier, BTW  

Actually that’s not necessarily the case.  It could well be, and is indeed very likely to be, Holdings selling the clean Jersey intermediate holding company to the buyer, which should be straightforward and doesn’t involve China at all, or alternatively it’s the Jersey company selling its 88% shareholding in Group to the buyer.   That Jersey company was interposed for a reason, and I suspect that was it. 

I doubt very much that anyone would be buying Holdings (the Chinese owners’ own UK holding company), as that’s where any murkiness will be.  If they are buying that company then the deal is certainly a lot more complicated.

and the auditors could be sued by the Americans, if material errors / fraud were later found to be in the audited financial historical and forecasted data. 

I think KKC stated previously that the Americans are acquiring the shares of WBA Group from holdings ltd and not acquiring the company and that a new company which will own the shares will be based in Jersey (or somewhere similar).