We would love to hear your thoughts about our site and services, please take our survey here.
London South East prides itself on its community spirit, and in order to keep the chat section problem free, we ask all members to follow these simple rules. In these rules, we refer to ourselves as "we", "us", "our". The user of the website is referred to as "you" and "your".
By posting on our share chat boards you are agreeing to the following:
The IP address of all posts is recorded to aid in enforcing these conditions. As a user you agree to any information you have entered being stored in a database. You agree that we have the right to remove, edit, move or close any topic or board at any time should we see fit. You agree that we have the right to remove any post without notice. You agree that we have the right to suspend your account without notice.
Please note some users may not behave properly and may post content that is misleading, untrue or offensive.
It is not possible for us to fully monitor all content all of the time but where we have actually received notice of any content that is potentially misleading, untrue, offensive, unlawful, infringes third party rights or is potentially in breach of these terms and conditions, then we will review such content, decide whether to remove it from this website and act accordingly.
Premium Members are members that have a premium subscription with London South East. You can subscribe here.
London South East does not endorse such members, and posts should not be construed as advice and represent the opinions of the authors, not those of London South East Ltd, or its affiliates.
Not really, but certainly once upon a time S o As were advantageous from a stamp duty point of view. But I do believe Boy George did eventually wake up one morning and try to put a stop to it being avoided. Whether any of our incompetents at the top were successful in this endeavour, who knows.
Sorry Schwee typing when you posted! You may know more about the tax implications?
I think the 75% vote saves paying stamp duty (.5%) which is a lot of money. However, just something I found on the web so could be wrong.
The fact that a scheme of arrangement is binding on all the relevant shareholders provides certainty and can offer particular attractions when a bidder is confident of gaining the support of target company shareholders holding 75 per cent. of the shares, but believes that the 90 per cent. level needed for the compulsory acquisition procedures (see section 9 below) to apply may be difficult to attain. Also, where a scheme of arrangement is implemented not by way of transferring shares in the target company but, instead, by cancelling shares in the target company and utilising the resulting reserve in issuing new shares to the offeror, there is a resulting advantage in the fact that no stamp duty (currently payable at the rate of 0.5 per cent.) is payable (there being no transfer of shares).
Coz with a straight 50pc vote, individual shareholders have two bites at the cherry. First the vote itself, and assuming it is passed, secondly to accept or not to accept the offer. In these circumstances CSR have to have acceptances for 90pc of WMHs outstanding issued share capital before they can compulsorily buy out the
remainder. Quite apart from any recalcitrant shareholders it is quite an ask to get to 90pc by the offers closing date as there will be shareholders who are ignorant of what a takeover means, dead, gaga or have moved to a different address as to that shown on the Register.
CSR then would have to appoint agents to search out these shareholders one by one until they reached the magic 90pc. And this is hellishly time consuming and expensive.
Hence the scheme of arrangement and the 75pc vote, as if it is passed, all shareholders have been deemed to accept the offer and thus CSR own 100pc, and thus obviate the downside issues from a straight vote.
So why don’t Caesar’s just go straight for a 50% vote if they would get it instead of raising their offer ,
The problem is Caesars have William Hill over a barrel. If WMH reject the offer, Caesars will cut off access to its casinos, plus divest from its stake in WMH.
Although personally I will be rejecting the offer as I consider it too low, ultimately it does look like a formality that either this offer or one slightly higher will be accepted.
The main question then becomes - to continue your shareholding in the new enlarged Caesars/WMH group or to cash out at that stage and move on?
Mr Beach,
A scheme of arrangement has little to do with retail investors. In essence it allows the CSR to acquire all 100% of the issued shares of WMH providing it gets its 75% threshold.
Of course if CSR believes it will not get 75%, it could increase its offer, or alternatively go for a straight 50% vote which it would undoubtedly win. But then it might be left with some minority of WMH shareholders who will not accept the 272p
offer.
My best guess is that CSR will increase their offer to 285p ish so as to buy off the hedgies and ensure the 75% vote.
Also surely anyone left is going to vote no,or else you would have taken your £2.72 and above...there is some bloke on advfn who is trying so make people sell..(spartan attack)hes done about 6000 posts on various shares in a few weeks..!!(he must be paid by someone)!
Shameful statement, rewritten by a copywriter with dull wording insertedUnpredictable sporting events implying bad when on the whole they have been better than usual The Hill sell out..!!
For those who think the take over is done and dusted... The RNS explicitly states the take over must have 75% of votes cast accepted, which therefore makes the vote of any institutional investor no more important than that of a retail investor. These rules were brought in to make it for fair for retail investors. So for everyone who keeps moaning thinking this is already over... it’s NOT so long as you keep your shares and vote NO.
I can’t believe the WMH BOD think they can get away with this back door deal they are trying to orchestrate.