New Share Listing at Companies House - £45,000,000

I note that on the 15th February the club filed a Resolution to adopt or alter the Memorandum and Articles with a share issue of £45,000,000 new shares.

Is this likely to be a cash for equity situation.

I guess this will further dilute M.Isaacs shares?

£45 million is issued (meaning available to be bought) ….. but I believe that Tan is taking £6.5 million of it at this point in time .


This will come from his BIG loan to the Club and is not fresh money. I believe fair enough and this is his right. His shareholding will increase from 98.2 % to 98.99% …. So really 99%.


Don’t forget the majority of the debt Cardiff have had and the New debts were all made by Tan anyway.


On more than one occasion Tan has promised to Cardiff debt free in the last 12 years.

Another chunk of debt written off by VT in return for extra shares - only good news for fans (unless you are a minority shareholder and your shareholding gets diluted further)

Another chunk of debt written off by VT in return for extra shares - only good news for fans (unless you are a minority shareholder and your shareholding gets diluted further)

As Annis and others have said, I don't think this latest dilution will cause them sleepless nights, as they seemingly understand the situation and have the club's best interests at heart

Then, of course, you have the seemingly bitter Michael Isaacs....

£45 million is issued (meaning available to be bought) ….. but I believe that Tan is taking £6.5 million of it at this point in time .


This will come from his BIG loan to the Club and is not fresh money. I believe fair enough and this is his right. His shareholding will increase from 98.2 % to 98.99% …. So really 99%.


Don’t forget the majority of the debt Cardiff have had and the New debts were all made by Tan anyway.


On more than one occasion Tan has promised to Cardiff debt free in the last 12 years.

How can he take just 6.5 million ? Wheres the rest of the 39 million going ? It has to be either tan or a different owner of the shares. You don't just have 39 pounds worth of shares floating around with no ones name on it .

£45 million is issued (meaning available to be bought) ….. but I believe that Tan is taking £6.5 million of it at this point in time .


This will come from his BIG loan to the Club and is not fresh money. I believe fair enough and this is his right. His shareholding will increase from 98.2 % to 98.99% …. So really 99%.


Don’t forget the majority of the debt Cardiff have had and the New debts were all made by Tan anyway.


On more than one occasion Tan has promised to Cardiff debt free in the last 12 years.

How can he take just 6.5 million ? Wheres the rest of the 39 million going ? It has to be either tan or a different owner of the shares. You don't just have 39 pounds worth of shares floating around with no ones name on it .

Wez, I believe it just creates the 'option' to take up the extra shares to the £45m value with no prescribed timetable, i.e. not in one fell swoop

Others may know differently but that's how I see it

£45 million is issued (meaning available to be bought) ….. but I believe that Tan is taking £6.5 million of it at this point in time .


This will come from his BIG loan to the Club and is not fresh money. I believe fair enough and this is his right. His shareholding will increase from 98.2 % to 98.99% …. So really 99%.


Don’t forget the majority of the debt Cardiff have had and the New debts were all made by Tan anyway.


On more than one occasion Tan has promised to Cardiff debt free in the last 12 years.

How can he take just 6.5 million ? Wheres the rest of the 39 million going ? It has to be either tan or a different owner of the shares. You don't just have 39 pounds worth of shares floating around with no ones name on it .

This new investor or did I read that wrong?

£45 million is issued (meaning available to be bought) ….. but I believe that Tan is taking £6.5 million of it at this point in time .


This will come from his BIG loan to the Club and is not fresh money. I believe fair enough and this is his right. His shareholding will increase from 98.2 % to 98.99% …. So really 99%.


Don’t forget the majority of the debt Cardiff have had and the New debts were all made by Tan anyway.


On more than one occasion Tan has promised to Cardiff debt free in the last 12 years.

How can he take just 6.5 million ? Wheres the rest of the 39 million going ? It has to be either tan or a different owner of the shares. You don't just have 39 pounds worth of shares floating around with no ones name on it .

Wez, I believe it just creates the 'option' to take up the extra shares to the £45m value with no prescribed timetable, i.e. not in one fell swoop

Others may know differently but that's how I see it

I'm not sure you can have shares just floating around with no owner ,i thought they had to be allocated ?

£45 million is issued (meaning available to be bought) ….. but I believe that Tan is taking £6.5 million of it at this point in time .


This will come from his BIG loan to the Club and is not fresh money. I believe fair enough and this is his right. His shareholding will increase from 98.2 % to 98.99% …. So really 99%.


Don’t forget the majority of the debt Cardiff have had and the New debts were all made by Tan anyway.


On more than one occasion Tan has promised to Cardiff debt free in the last 12 years.

How can he take just 6.5 million ? Wheres the rest of the 39 million going ? It has to be either tan or a different owner of the shares. You don't just have 39 pounds worth of shares floating around with no ones name on it .

Wez, I believe it just creates the 'option' to take up the extra shares to the £45m value with no prescribed timetable, i.e. not in one fell swoop

Others may know differently but that's how I see it

I'm not sure you can have shares just floating around with no owner ,i thought they had to be allocated ?

Wez, you may be right but this is how I interpreted it...


Issuing shares

Allotment and issue of shares

The terms "allotting shares" and "issuing shares" are often used interchangeably. In some cases, particularly when shares are created by a public company, there may be a difference. Share allotment, strictly, is the allocation of the right to certain shares to particular applicants for them. Such "allottees" may be sent allotment letters (which may be renounceable in favour of others), and the actual issue of the shares occurs later. In most private companies allotment and issue will be the same process. A company may allot shares when it is first set up or at any time during its lifetime in order to raise share capital and/or introduce new shareholders.

Issuing shares is a more complex procedure than many would expect. There is far more to it than just filling in a form and sending it to Companies House. The following rules apply to the allotment and issue of shares in England and Wales, Scotland and Northern Ireland. All the following matters may require attention:

Authorised capital
Restrictions on the directors' powers
Directors need authority to allot
Pre-emptive rights for existing members
Shares are allotted by the board
Registration
Authorised capital (No longer a legal requirement but still applicable to many companies)

Companies are no longer required to state their authorised share capital and this is a concept that is becoming obsolete. Any company registered before 1.10.2009, however, will have an authorised share capital provision in its memorandum of association, unless this has subsequently been removed. Such a company may issue shares only up to the amount of its authorised (also called "nominal") capital (the figure stated in the capital clause of the memorandum of association). If there is not sufficient authorised capital available, it will be necessary for the company to amend the articles. (See related topic: Authorised capital).


Statutory restrictions on the directors' powers

At common law the issued of shares was a matter of management and so, subject to any restrictions in the company's articles, a matter for the directors to decide. There were examples of abuse by directors in the exercise of these powers, and statutory restrictions have been placed on them:


Directors need authority to allot

If the company has only one class of shares, the directors have authority to allot shares of that class unless there is a restriction in the company's articles (sec550, CA 2006).

If the company has more than one class of shares, the directors need to be authorised by either a provision in the company's articles or by an ordinary resolution (sec551, CA 2006).

Such authorisation must state the maximum amount of shares that can be allotted, and must limit the time during which the authorisation is valid, which cannot be more than 5 years. It may impose conditions such as specifying the share price, the purpose of the allotment or the identity of the allottees.

So in many cases the directors must be given authority by the shareholders to allot new shares. Even where the directors and the shareholders are the same people, these procedures must be complied with.


Pre-emptive rights for existing members

Pre-emptive rights are where existing shareholders have a right to take up any shares being issued in proportion to their existing shareholdings. Such rights can be an important protection to shareholders, particularly minority shareholders, to prevent their holdings (and particularly their voting and dividend rights) from being diluted. On the other hand, complying with the pre-emption provisions, or excluding them from a particular allotment, will be a necessary legal procedure to follow before issuing shares to, say, an incoming investor or director.

£45 million is issued (meaning available to be bought) ….. but I believe that Tan is taking £6.5 million of it at this point in time .


This will come from his BIG loan to the Club and is not fresh money. I believe fair enough and this is his right. His shareholding will increase from 98.2 % to 98.99% …. So really 99%.


Don’t forget the majority of the debt Cardiff have had and the New debts were all made by Tan anyway.


On more than one occasion Tan has promised to Cardiff debt free in the last 12 years.

How can he take just 6.5 million ? Wheres the rest of the 39 million going ? It has to be either tan or a different owner of the shares. You don't just have 39 pounds worth of shares floating around with no ones name on it .

Wez, I believe it just creates the 'option' to take up the extra shares to the £45m value with no prescribed timetable, i.e. not in one fell swoop

Others may know differently but that's how I see it

I'm not sure you can have shares just floating around with no owner ,i thought they had to be allocated ?

Wez, you may be right but this is how I interpreted it...


Issuing shares

Allotment and issue of shares

The terms "allotting shares" and "issuing shares" are often used interchangeably. In some cases, particularly when shares are created by a public company, there may be a difference. Share allotment, strictly, is the allocation of the right to certain shares to particular applicants for them. Such "allottees" may be sent allotment letters (which may be renounceable in favour of others), and the actual issue of the shares occurs later. In most private companies allotment and issue will be the same process. A company may allot shares when it is first set up or at any time during its lifetime in order to raise share capital and/or introduce new shareholders.

Issuing shares is a more complex procedure than many would expect. There is far more to it than just filling in a form and sending it to Companies House. The following rules apply to the allotment and issue of shares in England and Wales, Scotland and Northern Ireland. All the following matters may require attention:

Authorised capital
Restrictions on the directors' powers
Directors need authority to allot
Pre-emptive rights for existing members
Shares are allotted by the board
Registration
Authorised capital (No longer a legal requirement but still applicable to many companies)

Companies are no longer required to state their authorised share capital and this is a concept that is becoming obsolete. Any company registered before 1.10.2009, however, will have an authorised share capital provision in its memorandum of association, unless this has subsequently been removed. Such a company may issue shares only up to the amount of its authorised (also called "nominal") capital (the figure stated in the capital clause of the memorandum of association). If there is not sufficient authorised capital available, it will be necessary for the company to amend the articles. (See related topic: Authorised capital).


Statutory restrictions on the directors' powers

At common law the issued of shares was a matter of management and so, subject to any restrictions in the company's articles, a matter for the directors to decide. There were examples of abuse by directors in the exercise of these powers, and statutory restrictions have been placed on them:


Directors need authority to allot

If the company has only one class of shares, the directors have authority to allot shares of that class unless there is a restriction in the company's articles (sec550, CA 2006).

If the company has more than one class of shares, the directors need to be authorised by either a provision in the company's articles or by an ordinary resolution (sec551, CA 2006).

Such authorisation must state the maximum amount of shares that can be allotted, and must limit the time during which the authorisation is valid, which cannot be more than 5 years. It may impose conditions such as specifying the share price, the purpose of the allotment or the identity of the allottees.

So in many cases the directors must be given authority by the shareholders to allot new shares. Even where the directors and the shareholders are the same people, these procedures must be complied with.


Pre-emptive rights for existing members

Pre-emptive rights are where existing shareholders have a right to take up any shares being issued in proportion to their existing shareholdings. Such rights can be an important protection to shareholders, particularly minority shareholders, to prevent their holdings (and particularly their voting and dividend rights) from being diluted. On the other hand, complying with the pre-emption provisions, or excluding them from a particular allotment, will be a necessary legal procedure to follow before issuing shares to, say, an incoming investor or director.

I think it all depends on the articles of the company, we should know soon enough .

£45 million is issued (meaning available to be bought) ….. but I believe that Tan is taking £6.5 million of it at this point in time .


This will come from his BIG loan to the Club and is not fresh money. I believe fair enough and this is his right. His shareholding will increase from 98.2 % to 98.99% …. So really 99%.


Don’t forget the majority of the debt Cardiff have had and the New debts were all made by Tan anyway.


On more than one occasion Tan has promised to Cardiff debt free in the last 12 years.

How can he take just 6.5 million ? Wheres the rest of the 39 million going ? It has to be either tan or a different owner of the shares. You don't just have 39 pounds worth of shares floating around with no ones name on it .

Wez, I believe it just creates the 'option' to take up the extra shares to the £45m value with no prescribed timetable, i.e. not in one fell swoop

Others may know differently but that's how I see it

I'm not sure you can have shares just floating around with no owner ,i thought they had to be allocated ?

Wez, you may be right but this is how I interpreted it...


Issuing shares

Allotment and issue of shares

The terms "allotting shares" and "issuing shares" are often used interchangeably. In some cases, particularly when shares are created by a public company, there may be a difference. Share allotment, strictly, is the allocation of the right to certain shares to particular applicants for them. Such "allottees" may be sent allotment letters (which may be renounceable in favour of others), and the actual issue of the shares occurs later. In most private companies allotment and issue will be the same process. A company may allot shares when it is first set up or at any time during its lifetime in order to raise share capital and/or introduce new shareholders.

Issuing shares is a more complex procedure than many would expect. There is far more to it than just filling in a form and sending it to Companies House. The following rules apply to the allotment and issue of shares in England and Wales, Scotland and Northern Ireland. All the following matters may require attention:

Authorised capital
Restrictions on the directors' powers
Directors need authority to allot
Pre-emptive rights for existing members
Shares are allotted by the board
Registration
Authorised capital (No longer a legal requirement but still applicable to many companies)

Companies are no longer required to state their authorised share capital and this is a concept that is becoming obsolete. Any company registered before 1.10.2009, however, will have an authorised share capital provision in its memorandum of association, unless this has subsequently been removed. Such a company may issue shares only up to the amount of its authorised (also called "nominal") capital (the figure stated in the capital clause of the memorandum of association). If there is not sufficient authorised capital available, it will be necessary for the company to amend the articles. (See related topic: Authorised capital).


Statutory restrictions on the directors' powers

At common law the issued of shares was a matter of management and so, subject to any restrictions in the company's articles, a matter for the directors to decide. There were examples of abuse by directors in the exercise of these powers, and statutory restrictions have been placed on them:


Directors need authority to allot

If the company has only one class of shares, the directors have authority to allot shares of that class unless there is a restriction in the company's articles (sec550, CA 2006).

If the company has more than one class of shares, the directors need to be authorised by either a provision in the company's articles or by an ordinary resolution (sec551, CA 2006).

Such authorisation must state the maximum amount of shares that can be allotted, and must limit the time during which the authorisation is valid, which cannot be more than 5 years. It may impose conditions such as specifying the share price, the purpose of the allotment or the identity of the allottees.

So in many cases the directors must be given authority by the shareholders to allot new shares. Even where the directors and the shareholders are the same people, these procedures must be complied with.


Pre-emptive rights for existing members

Pre-emptive rights are where existing shareholders have a right to take up any shares being issued in proportion to their existing shareholdings. Such rights can be an important protection to shareholders, particularly minority shareholders, to prevent their holdings (and particularly their voting and dividend rights) from being diluted. On the other hand, complying with the pre-emption provisions, or excluding them from a particular allotment, will be a necessary legal procedure to follow before issuing shares to, say, an incoming investor or director.

I think it all depends on the articles of the company, we should know soon enough .

Agree, Wez

youll have to excuse my ignorance on such financial information this surely has to be good news? most of the debt the club owes is to tan? and he has reduced the debt of the club by converting the debt to equity ie shares in recent years...so the authorisation to issue another £45 million worth of shares means he his going convert another £45 million of debt into equity?
am i missing something ?

youll have to excuse my ignorance on such financial information this surely has to be good news? most of the debt the club owes is to tan? and he has reduced the debt of the club by converting the debt to equity ie shares in recent years...so the authorisation to issue another £45 million worth of shares means he his going convert another £45 million of debt into equity?
am i missing something ?

Short answer, yes!

The debate comes where people ask how the club (ned Vincent Tan) got to the levels of debt in the first place

The answer is long and maybe complicated because a large part of it was inherited

youll have to excuse my ignorance on such financial information this surely has to be good news? most of the debt the club owes is to tan? and he has reduced the debt of the club by converting the debt to equity ie shares in recent years...so the authorisation to issue another £45 million worth of shares means he his going convert another £45 million of debt into equity?
am i missing something ?

Short answer, yes!

The debate comes where people ask how the club (ned Vincent Tan) got to the levels of debt in the first place

The answer is long and maybe complicated because a large part of it was inherited

1st owner to have run the debt up and then written it off .so fair play to him .the club were lossing over 8 million a year under Sam and risdale/pmg etc before tan and Co cane in

This terrific news for the club....the more debt to solely Tan means we can be primed to be debt free one day or easier to sell to a new buyer...

youll have to excuse my ignorance on such financial information this surely has to be good news? most of the debt the club owes is to tan? and he has reduced the debt of the club by converting the debt to equity ie shares in recent years...so the authorisation to issue another £45 million worth of shares means he his going convert another £45 million of debt into equity?
am i missing something ?

Short answer, yes!

The debate comes where people ask how the club (ned Vincent Tan) got to the levels of debt in the first place

The answer is long and maybe complicated because a large part of it was inherited

1st owner to have run the debt up and then written it off .so fair play to him .the club were lossng over 8 million a year under Sam and risdale/pmg etc before tan and Co cane in

Wez, again I agree, as none of that is in debate

My personal opinion is that Vincent Tan ran up the additional debt from a mix of very poor advice and a desire (at that time) to finish the job Sam had started

Unlike the original 'Jack' ownership, he didn't renege on any 'historic' debt and has taken (and continues to take) any debts into his own environments rather than the club's

Clearly he has made a few horror mistakes/calculations in footballing terms but he has seemingly learned and with the shift to young talent and a strong ambitious manager in Steve Morison, it seems the future may just be a little more secure than it was a couple of months ago

youll have to excuse my ignorance on such financial information this surely has to be good news? most of the debt the club owes is to tan? and he has reduced the debt of the club by converting the debt to equity ie shares in recent years...so the authorisation to issue another £45 million worth of shares means he his going convert another £45 million of debt into equity?
am i missing something ?

Short answer, yes!

The debate comes where people ask how the club (ned Vincent Tan) got to the levels of debt in the first place

The answer is long and maybe complicated because a large part of it was inherited

1st owner to have run the debt up and then written it off .so fair play to him .the club were lossing over 8 million a year under Sam and risdale/pmg etc before tan and Co cane in

Yes, can’t see how anyone could claim that anything about this could be negative.

Dalman said a while ago that Tan was looking at re-financing options and this would appear to be part of that.

youll have to excuse my ignorance on such financial information this surely has to be good news? most of the debt the club owes is to tan? and he has reduced the debt of the club by converting the debt to equity ie shares in recent years...so the authorisation to issue another £45 million worth of shares means he his going convert another £45 million of debt into equity?
am i missing something ?

Short answer, yes!

The debate comes where people ask how the club (ned Vincent Tan) got to the levels of debt in the first place

The answer is long and maybe complicated because a large part of it was inherited

1st owner to have run the debt up and then written it off .so fair play to him .the club were lossing over 8 million a year under Sam and risdale/pmg etc before tan and Co cane in

Yes, can’t see how anyone could claim that anything about this could be negative.

Dalman said a while ago that Tan was looking at re-financing options and this would appear to be part of that.

Oh don’t worry, Barclay will find something negative in that

One thing I’m pretty sure of is that Tan is an honourable man.

How many shares are there in circulation now ,the total ?