I am knackered and want to go to bed soon but quick summary after scowering the new prospectus:
a) fecking cnuts. From selling 10% of the total offering size (if the banks elect to exercise the over allotment option) to a minimum 50%. That means that the maximum the club will make from this will be $166.67m, a minmum of $133.33m and an average (middle of the price range is a pretty good bet generally) $150m before expenses. The over-allotment (should they get enough demand for the shares) is also of existing shares.
I know this is a lot less than people expected but I guess it is better than nothing.
The other point to mention on this is that it is much cheaper for the owner to sell shares under the company's IPO. The co will pay all of the expenses of the issue other than the banking commission relating to the sale of the existing shares. Assuming a 4% commission (could be anywhere from around 2% to 6%) not including any performance related fees (if one is to be paid it will be around 0.75% - 1.25%) then total expenses will be around $20m (13% of the offering size) if one includes the $12m cost of listing as quoted in the prospectus. Hefty.
b) The voting rights attached to those shares are hilarious. In total there will be 1,279,685,700 'votes' available post admission. The new and existing shares being offered represent 1.30% of this figure. Imagine that. All shareholders that are not connected persons (employee, director, own more than 5% of the voting rights) (called the free float in the UK) have 1.3% of the voting rights! If they were listing on the LSE and wanted a premium listing or to be included on an indices like the FTSE250 etc. they would need the free float to be 25%. Ours is 1.3%. Mental....
The Glazers/directors will also be subject to a lock up for 180 days from admission (can't sell any shares until that date) without the banks permission.
c) The offer is fully underwritten - all the shares will be sold (even if it means the banks owning them) so the amount that utd raise (not including the selling shareholder) will definitely be between the figures quoted in a) assuming they haven't been too optimistic about the valuation (should be reasonably accurate after doing their pre-marketing).
d) It is actually very difficult to put a figure on the club's evaluation. Only the A shares will be admitted so no one has any idea what the B shares are worth. If we ignore the B shares voting rights for a minute, the B shares convert to A shares on a one to one basis so in theory we have a share capital of 163,685,700 ordinary shares (again not counting the voting rights influence over this figure). This values the club at somewhere between $2,618.97m and $3,273.71m (£1,668,877,844 & £2,086,095,711).
e) Shares being given to employees is very common, no real issues with that. They don;t vest immediately, only on hitting certain performance targets or previous targets that they hit. Much better to pay them in shares (it's free!) than having them on cash bonuses. Might be an interesting topic for discussion that. By employees we mean people like Gill/senior management etc. not the players but might be an interesting way to pay certain big bonuses. X shares for winning the champions league etc. Not sure the players would be happy but again, it's free so ..
Initial thoughts - Kind of expected something like this to happen along the way. On the same day as we have (according to Reuters which is generally as reliable as it gets) the world's/football's biggest shirt sponsorship deal you get this change. Always release bad news when you can dampen it down with good news on the same day.
It isn't great news i will give you that. Cheeky as feck might be a better way to word it actually. Staggering turn around from a potential maximum of 10% of the offering to a potential maximum of 60% of the offering. All the press reports said that the IPO wasn't going too well in pre-marketing. The total level of interest they received in total was $X. It makes no difference to investors whether they are buying new or existing shares (relative to their valuation of the club). But to then go ahead and divide $X by half is a kick in the teeth to be honest. They could have knocked up to $300m off the debt. Instead it will be about $150m. The costs are high as well. As we are paying all the fixed costs and the Glazers only pay the banking com that aplies to their shares sold, the relative cost of the issue is very high (c.13%). Had we been talking about $300m then the costs would have been nearer $27m (9%). If we want to raise another $150m in a year's time we will be paying roughly the same fixed costs all over again.
But, ignoring the voting rights, the Glazers now only own 89.82% of the equity in the club whereas before the IPO it was 100%. Their share (equity not voting) is only ever going to get diluted further as time goes on. Not ideal but it is a start...
EDIT: And we will be in a better position after the IPO than before it, just not in as good a position as the Glazers initially led us to believe. But I am sure no one expected anything less from the Glazers.