butt monkey posted:
I am wondering if - as some have proclaimed that Wigan are under "Due Diligence", have you had any information regarding the potential takeover of Wigan Warriors?
As a shareholder, I presume you have the legal right to also sell, all or any of your shares to any prospective new owner.
It does not work like that. Don't forget Lenagan won't actually be buying the club himself, he will use a company he owns or sets up to acquire the shares in Wigan RL. So that means normal takeover procedure occurs.
When a company decides to make itself available to be bought that is a decision of the chairman that is approved by the board. It is their recommendation to the shareholders that this will be a good thing.
They then open the books to prospective buyers. It is then up to the prospective buyers to exercise "due diligence" in deciding whether to bid for the company and eventually buy it. Exercising due diligence is nothing to do with existing shareholders and they have no part in it.
Once a potential buyer wins the bidding the sale then goes to a vote of the shareholders. As Whelan (and Mo I believe) own the majority of the shares they will vote in favour of the takeover. Anyone else with shares is then either compelled to sell or may (depending on the nature of the deal) end up with shares in the company that bought the club.
This is not just a DW right - the sale of the other shares from remaining shareholders is also allowed. So I am wondering IF any of you have been approached? IF not, surely you have the right to remain informed of any changes in ownership? Not just the right to sell YOUR shares to Ian Lenighan (should it be him).
There is no need for Lenagan to approach the minority shareholders as he can complete the takeover by buying DW's shares alone. The minority shareholders can't refuse to sell. They should be informed as to what is happening but they will only to be told it is happening, that they can vote on the takeover (once the deal has been agreed) and given its a dead cert to go through what they are going to get for their shares (either cash or shares in the company that bought the club).
Some have speculated that the Ian Lenighan deal has already been "struck" and that the club is, for some reason "waiting" to announce the change. IMO, that cannot be totally true as, I have said, there are other share holders. This deal may be primarily between the greater holder of shares. But, ALL shareholders WOULD have to be informed under law.
Yes they would but only as I describe. They are powerless to stop it or interfere in any way and they do not have a right not to sell.
Under "Disclosure" (not "due diligence as some have made the mistake). Wigan will have "opened their books" for any prospective new owner. I wonder if the accounts are up-to-date and has this delayed anything?
Accounts have to be filed for tax purposes so there is no reason to think otherwise.
As to the books being opened, by how much is set down in the rules that apply to takeovers. It isn't none disclosure as such and as I said, due diligence is something buyers must exercise so as not to land their own shareholders with a bad deal.
Under "due diligence", (I work for a company that has undergone this). The new owners, HAVE to honour all agreements and contracts that were in place before any change in ownership. A new owner cannot make swinging alterations under "d.d". This is why it was brought in - to protect the rights of the people involved.
So what? That is normal. There is however nothing to stop the new owners rationalising the company to make cost savings or other changes. Contracts have to be honoured but there is nothing to stop a new owner of a company deciding your job is redundant for example. They then have to go through the redundancy process.
If the rumours surrounding Brian Foley and Stuart Wilkinson are true - then they are either out of contract - OR will get a hefty pay off imo.
That depends on how they are employed and the terms of their contracts. Foley has been at the club long enough to be deemed a permanent employee of the club even if he has been employed on a series of renewable short term contracts. Wilkinson probably has not.
In either case what sort of a payoff the get depends on their contract terms, their employment status and/or the generosity of the new owners.
If Foley is a normal employee then he could just be given statutory redundancy which is nothing to write home about (unless his contract specified better redundancy terms or there is a precedent of better terms being offered by the club).
Perhaps DW, ML and the potential new owners are still haggling over small details
and this is the reason for the lack of information regarding any sale.
Do you really think any of the above, which is all covered by employment law and company law anyway is going to delay this? It is all par for the course in a takeover to deal with such issues.
If there is any haggling going on it will be over the terms of the ground lease and so on.
Dave
