Edelman’s three words / Kroenke’s denial / Arsenal issue a Section 212

Keith Edelman used that phrase again.

The phrase that jumped off my computer screen : “at the moment.”

Edelman said on Arsenal.com : ” As everyone knows the Granada/ ITV stake has been for sale for the last 12 months. They have announced that owning football clubs was not part of their strategy.  That started a lot of media speculation but, as a Board, we want to step back from that. The directors are committed to the Club and love the Club. That is all we want to say on the matter at the moment.”

As Graham Taylor said in another context, “Do I not like that !”

Can we ask how long “the moment” lasts at Arsenal FC ? No, because it’s like asking : How long is a piece of string?

If I was a shareholder, or a lifelong Gooner who was anxious about foreign ownership, that comment would scare the living daylights out of me.

Commitment? My idea of commitment is the chief shareholder turning up the the AGM and answering questions from other shareholders. My idea of commitment is seeing Danny Fiszman appearing on television with David Dein and Lady Nina Bracewell-Smith and the three of them jointly saying, “This football club is not for sale, full stop.”

Instead of that, all we get is the Managing Director, an employee of the club since 2000, who has 25 shares, saying, “That is all we want to say on the matter at the moment”

Is that a re-assuring statement? Or a come-and get-me invitation ?

SOME OF US thought that when Danny Fiszman sold 659 shares he might have sold them to a friend.

Not so.

Fiszman doesn’t know who bought those 659 shares on March 14.All he knows is that they were bought by a wealthy individual through an American investment bank, probably J.P. Morgan or Goldman Sachs.

In these circumstances, you can issue a Section 212 :

Section 212 of the Companies Act 1985 gives a public company the power to investigate the ownership of its shares. Companies do this by sending a written notice (the 212 notice) to any person or company whom they have reasonable cause to believe has, or had, an “interest” (eg. owns, controls or has certain rights over shares) in their relevant  share capital at some time during the three years immediately preceding the date of issue of the 212 notice. The recipient of the notice is then required to inform the company making the enquiry whether they have or had such an interest and if so what the nature of the interest is/was. The recipient may also be required to inform the company of anyone else whom they know to have, or have had, an interest in the shares in question.

Arsenal have issued a Section 212 Notice to find out who bought the 659 shares that Fiszman sold on March 14.

STAN KROENKE’S statement about his spokesman is very interesting, if you consider takeover regulations.

If a buyer or potential buyer of shares in a company makes a public statement that he is not interested in making an offer for a company, under the regulations governing mergers and acquisitions, he is then not allowed to make a bid during the next six months under any circumstances. This is known in the trade as being “off-side” for that period. There can be no exceptions to this rule.

Kroenke, the owner of MLS soccer club Colorado Rapids, has denied that the man who made the original denial statement is his official spokesperson. This means that Kroenke can still make a bid if it is true that Jurgen Mainka was not a senior employee on the date of the statement he made.

If Kroenke has ITV’s 9.9%  he could be looking to add another 20.1% to reach the magic 30% threshold, when he can make an offer for all the shares. Ten shares changed hands on Thursday, so somebody is building a stake and doesn’t mind paying £6,850 per share.

Lansdowne Partners, two guys in Mayfair who have a hedge fund, may own as much as 5% of Arsenal, or even 7%, which would be a valuable slice of the action. Arsenal issued a Section 212 to them a few years ago.

We know that Stan Kroenke is a quiet billionaire who says very little and who certainly says nothing he doesn’t have to say. So he issued Wednesday’s denial of Tuesday’s denial for a reason. It was something he had to say. If he didn’t have to say it, he would have said nothing. Stan is well known for his silences. Very few big sports tycoons are as silent as Stan – or as smart as Stan. So he said that for a reason.

We do not know the reason. But we can guess.