Friday, February 29, 2008

Arsenal explains what 25% blocking stake means?

There has been much media comment over Red & White Holdings’ recent share purchases and their intention to acquire over 25% of the Arsenal Football Club or a 'blocking stake' as it has been referred to.
First and most importantly, a 25% holding would have no impact on the day to day running of the Club, on buying and selling players or any contractual or sponsorship agreements.
There are some important decisions affecting the business that need shareholder approval, however the majority of these only require a simple majority of shareholders to vote in favour. These decisions, which are known Ordinary Resolutions, include the appointment of directors; the payment of dividends, approval of the accounts etc.
There are some unusual decisions which require the approval of 75% of shareholders. These are very rare and are known as Special Resolutions and include winding up the company or changing its name.
In the recent history of Arsenal there have only been two occasions when we have had to put Special Resolutions to our shareholders. These were both changes that were required to finance Emirates Stadium.
In conclusion, a 25% shareholder would therefore have no material influence on how the Club is run on a day to day basis.
The Club would also like to confirm the details of the 'lock down' agreement currently in place between our Board of Directors.
At the Club's AGM last October, the Board announced that they are all long-term shareholders and, to strengthen the position, they entered into a new lock down agreement.
Under the agreement, the Board members agreed not to dispose of any of their interests in the Club before 18 April 2009, other than to certain permitted persons such as close family. After that date, for the remainder of the term of the agreement, they can only sell their shares to another person if the other parties to the agreement do not wish to buy them. The agreement is for five years (until 18 October 2012), although it can be terminated early by the parties on its third anniversary (18 October 2010).

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