Arsenal Holdings Plc - Board restructuring

[Salem6]

Arsenal Holdings plc (the “Company”) today announces the following changes to the composition of the Boards of the Company and The Arsenal Football Club Plc (the “Club”).

Ivan Gazidis, the incoming Chief Executive, will join the Boards of the Company and the Club with effect from 1 January 2009.

Richard Carr has announced his resignation from the Board of the Company having served as a director for twenty seven years. Richard will, however, remain a director of the Club.

Lady Nina Bracewell-Smith will be leaving the Boards of the Company and the Club with immediate effect.



www.arsenal.com/news/news-archive/arsenal-holdings-plc-board-restructuring

[Salem6]

Arsenal's boardroom last night suffered its second fracture in less than two years, casting fresh uncertainty over the club's future ownership.

Nina Bracewell-Smith, who owns 15.9% of Arsenal — with an estimated value of £50m — has been removed from the board after three years as a director. The decision followed what is believed to have been a major argument with her fellow directors and there is now uncertainty as to whether her stake is up for sale.

Bracewell-Smith has also left the shareholders' lockdown agreement that is meant to provide stability to directors' holdings. She said in October that she had "never considered selling" her shares in Arsenal. But to take that on trust is a risky strategy for Arsenal's board, which last year saw David Dein sell his stake for £75m to the Russian oligarch Alisher Usmanov.

Arsenal directors are gambling that in the current economic climate Usmanov has neither the will nor the wherewithal to buy Bracewell-Smith's shares. Currently less than 30% of the shares in issue are formally tied in to the lockdown. But Arsenal's old-guard directors, led by Danny Fiszman, may have calculated that their alliance with the American Stan Kroenke and his 12.4% holding meant they could afford to ostracise Bracewell-Smith.

In the past Usmanov has made clear he has no intention of buying a majority shareholding in Arsenal but yesterday's events appear to have altered that stance. A spokesman for Usmanov's Red & White Holdings investment vehicle said: "We are watching developments with interest."

If Usmanov were to acquire Bracewell-Smith's stake he would be forced under stockmarket rules to make an offer for the whole club as his holding would exceed the 29.9% threshold for investment stakes.

Arsenal's chairman, Peter Hill-Wood, suggested existing directors may buy Bracewell-Smith's shares if she sells but said he hoped she will not: "A number of the board have indicated in the past that they are interested in buying more shares so the future stability of the club is secure."

Tensions had existed between Bracewell-Smith and some of her fellow directors for some time but she had been involved in the interview panel for the chief executive's position, a post now occupied by Ivan Gazidis, who will formally take up his directorship in January.


www.guardian.co.uk/football/2008/dec/18/premierleague-arsenal-usmanov

[Salem6]

Severe rifts resurfaced in Arsenal’s boardroom last night as two directors left, the third and fourth to move on in less than two years. Lady Nina Bracewell-Smith, who holds a 15.9 per cent stake, was asked to leave after a row in the past few days with Peter Hill-Wood, the chairman. Her departure and that of Richard Carr, who has been a director for 27 years, come in the wake of the dismissals of David Dein as vice-chairman in April 2007 and Keith Edelman as managing director a year later.

Arsenal’s tersely-worded statement to the financial markets will add to speculation that there are problems at the top of the club. Bracewell-Smith’s departure is significant because it could intensify the battle for control of Arsenal. She exits a lock-down agreement and would be able to sell her shares, including to Alisher Usmanov, the club’s largest shareholder, who has a 24.9 per cent stake and has been stalking the club since he bought Dein’s stake in August 2007. Under normal market rules, Usmanov would be obliged to make an offer for the rest of the shares if his stake rises above 30 per cent, but he may be able to obtain a waiver from this.

Bracewell-Smith has been marginalised in recent years, and despite being on the committee to appoint the club’s chief executive recently, her choice was overlooked and Ivan Gazidis was appointed. She was also unhappy about being sidelined from a commercial deal in India, despite bringing the proposition and contacts to the table. Arsenal tried to appease her this week by offering a life president role, but the disagreements were too large.

On the pitch, Cesc Fàbregas is hoping that Arsenal are not paired against Barcelona when the draw for the first knockout stage of the Champions League is made in Nyon, Switzerland, tomorrow. The Arsenal captain is a Barcelona supporter and worked his way through the youth ranks at the Catalan club before leaving for London five years ago. “I don’t want Barcelona, but I know whenever you say you don’t want something that’s what you get,” Fàbregas said.


Arsenal finished behind Porto in group G and will be drawn against the winners of one of the other groups. Barcelona, Juventus, Bayern Munich and Roma would be the toughest opponents, so Fàbregas and his team-mates will be hoping to line up against Panathinaikos, the winners of group B, in March. “I know we can get some very big teams,” Fàbregas said. Arsenal cannot be drawn to play against Manchester United or Liverpool, the English group winners, in the last 16.


www.timesonline.co.uk/tol/sport/football/premier_league/arsenal/article5361767.ece

[Salem6]

Arsenal chairman Peter Hill-Wood insists a major boardroom reshuffle will not alter their policy of trying to keep the club's ownership in-house.

Lady Nina Bracewell-Smith, Arsenal's third-largest shareholder, left the board on Wednesday.

Hill-Wood said he was not sure whether Bracewell-Smith would sell her shares.

But if her 15.9% stake was to become available, Uzbekistan metals magnate Alisher Usmanov could pass the 30% mark which would force a takeover bid.

Usmanov already owns 24% through his Red & White Holdings company, having initially bought former vice-chairman David Dein's 14.5% stake in the club.

American sports tycoon Stan Kroenke, who holds a stake of about 12% in the Gunners' parent company, accepted an offer to become a non-executive director on the Arsenal board in September as ties with his Kroenke Sports Enterprises group were strengthened.

If Kroenke were to buy the shares, he would become the club's majority shareholder with a 27.9% stake.

Unlike Manchester United, Chelsea and Liverpool, Arsenal remain under British ownership and have so far resisted attempts by overseas investors to take a controlling share.

Arsenal's board had reached a "lockdown" agreement until April 2009 in which shares would only be sold to "permitted persons" such as family members.

A longer-term agreement until October 2012 required directors to give fellow board members first option on any shares for sale.

606: DEBATE
There are signals that now could be the time for a takeover

DaStuDawg
But having stood down from the board of both the club and its holding company, Bracewell-Smith, whose family association with Arsenal spans more than 50 years, has been removed from the agreement.

Hill-Wood, though, insisted it remains business as usual at the club, who have Ivan Gazidis starting as their new chief executive on 1 January.

"Lady Nina is no longer representing the club and therefore is released from the lockdown. However it was created to maintain stability in the club and those participants are committed to maintaining the ownership structure as it is," he said.

"I don't know for certain what she wants to do with her shares. I do know that the Bracewell-Smith family have been involved with the club for many, many years and are great supporters.

"We hope that she would remain a shareholder but she has not spoken to me about it lately. She is no longer in the lockdown so she is free to do what she wishes to do.

KEY ARSENAL SHAREHOLDERS
Red & White Holdings 24%
Daniel Fiszman 24.1%
Lady Nina Bracewell-Smith 15.9%
Stan Kroenke 12.4%
Richard Carr 4.4%

"The philosophy of the club remains the same. Our efforts are directed towards stability and making the club successful. Changes of personnel will not alter the directors' view of how we should proceed in the future."

Hill-Wood added that if the shares were to become available, existing board members could buy them to prevent them being bought by external investors.

"The board is very keen to retain control of the club to ensure that its values and traditions are upheld and live on for many years to come," he said.

Long-standing board member Richard Carr also stood down as a director of Arsenal's holding company, although he will remain on the football club's board.



news.bbc.co.uk/sport2/hi/football/teams/a/arsenal/7788895.stm

[Salem6]

In the wake of the re-structuring on the Board of Arsenal Holdings plc, chairman Peter Hill-Wood spoke to the Club's official website.

Please can you explain the re-structure?

Ivan Gazidis is joining the board as Chief Executive on January 1. He brings a wealth of general business experience to the Club which will be of great benefit to us. He has been involved in sport for many years. He understands football, he understands the transfer market and he understands the business side. So we are very grateful that he has joined us.

Richard Carr has been on the Board for 27 years. He has decided to step down from the Holding company Board but he is going to stay on the Football Club Board where he has been responsible for the Academy and Youth Development department. He has done a first-rate job there and we are very pleased he is going to continue to do that.

Lady Nina has left the Board and we wish her well for the future.

Does this have any impact on the lockdown agreement?

Lady Nina is no longer representing the Club and therefore is released from the lockdown. However it was created to maintain stability in the Club and those participants are committed to maintaining the ownership structure as it is.

Does Lady Nina intend to sell her shares?

I don’t know for certain what she wants to do with her shares. I do know that the Bracewell-Smith family have been involved with the Club for many, many years and are great supporters.

I know that Lady Nina is an advocate of the policies we have been following to make the Club self-sustaining and free from external injections of money. She has certainly been in favour of what we are doing.

We hope that she would remain a shareholder but she has not spoken to me about it lately. She is no longer in the lockdown so she is free to do what she wishes to do.

If Lady Nina does sell her shares would any member of the Board be willing to buy them?

A number of the Board have indicated in the past that they are interested in buying more shares so the future stability of the Club is secure. The Board is very keen to retain control of the Club to ensure that its values and traditions are upheld and live on for many years to come.

Historically speaking, there has been little movement on the Board but over the last two years, there has been changes. Does this have any significant impact on how the club operates?

The philosophy of the Club remains the same. Our efforts are directed towards stability and making the Club successful. Changes of personnel will not alter the directors’ view of how we should proceed in the future. All the directors love the Club and are committed to maintaining its heritage. Acting in the best interests of the Club is fundamental to the decisions we take on behalf of Arsenal. The Directors feel the Club’s future is positive both on and off the field.



www.arsenal.com/news/news-archive/hill-wood-on-the-changes-at-arsenal-holdings

[Salem6]

Arsenal’s future has again been thrown into chaos after the board ousted the longstanding director Lady Nina Bracewell-Smith, leaving her free to sell her 15.9 per cent stake to the club’s biggest shareholder, Alisher Usman­ov, a Russian steel magnate.

Personality clashes are said to have boiled over at Arsenal’s board meeting last Thursday, after mounting friction between Lady Nina and other board members.

EDITOR’S CHOICE
Defensive Arsenal to make Kroenke a director - Sep-17Kroenke completes Arsenal internet deal - Apr-08Usmanov increases Arsenal FC holding to 24% - Feb-15Arsenal to kick off deal in India - Dec-19Arsenal seek Kroenke signing - Oct-19Kroenke could join Arsenal board - Oct-07Lady Nina, whose husband’s family has had a 70-year connection with the club, is quitting the boards of the company and the club with immediate effect, Arsenal said yesterday.

Richard Carr, related to her by marriage, and a 4.4 per cent shareholder, is resigning from the board but remains a director of the club.

Their departures in effect tear up the board’s lockdown agreement, under which directors agreed in 2007 to sell shares only to each other. The agreement was drawn up to curtail the ambitions of Red & White Holdings, the Arsenal investment company of Uzbek-born Mr Usmanov and partner Farhad Moshiri, whose stake is 24 per cent.

Board members had been particularly worried that Lady Nina was agitating to sell her stake.

Red & White said last night: “We are watching developments with interest.”

Peter Hill-Wood, chairman, told the club’s website the board hoped Lady Nina would remain a shareholder, “but she has not spoken to me about it lately”.



www.ft.com/cms/s/0/a7b6a1a2-cc75-11dd-acbd-000077b07658.html

[Salem6]

Arsenal shareholder Nina Bracewell- Smith, whose family has a 70-year link with the Gunners, is leaving the Premier League soccer club’s board “with immediate effect.”

Bracewell-Smith, who said in October she has never considered selling her 15.9 percent stake in the 13-time English champion, will also quit the board of the team’s holding company, Arsenal said today in a PRNewswire statement.

Ivan Gazidis, the north London team’s incoming chief executive officer, will join the boards on Jan. 1, Arsenal said in the statement. Richard Carr is resigning from the company’s board after 27 years, though remains a director at the club.

Arsenal has been the subject of takeover speculation since Russian billionaire Alisher Usmanov and U.S. sports investor Stan Kroenke began acquiring shares. Usmanov is Arsenal’s largest stockholder with 24.9 percent and Kroenke controls 12.4 percent. Kroenke was recently appointed to the board, but relations with Usmanov are cooler.

Arsenal spokeswoman Amanda Docherty said Bracewell-Smith is the third-largest shareholder. Usmanov and Danny Fiszman hold bigger stakes. Bracewell-Smith, 53, was unavailable for comment.

In October 2007, Arsenal’s directors pledged not to sell their shares to anyone outside of close family until April 2009 to prevent a takeover. The directors control almost 46 percent.

First Offer

After that and until Oct. 18, 2012, they must first offer their shares to fellow directors before selling them to anyone else.

Arsenal Chairman Peter Hill-Wood said that since Bracewell- Smith is longer on the board she is “released from the lockdown.”

“However, it was created to maintain stability in the club and those participants are committed to maintaining the ownership structure as it is,” he told the club’s Web site.

Hill-Wood added he didn’t know what Bracewell-Smith would do with her shares.

“We hope that she would remain a shareholder but she has not spoken to me about it lately,” he said.

Arsenal’s ownership structure has been little changed since before World War II. The club has been associated with the Bracewell-Smith family since 1938, and Charles Bracewell-Smith transferred the Arsenal shares to his wife in 2005.

The 44-year-old Gazidis, who was born in South Africa and raised in England, starts next month. He was the deputy commissioner of Major League Soccer, and his appointment at Arsenal ended a CEO search that started in May when Keith Edelman quit as managing director.

Arsenal, which hasn’t won a trophy since it lifted the F.A. Cup in 2005, is fifth in the 20-team Premier League through 17 of 38 matches. The Gunners trail league leader Liverpool by eight points ahead of their meeting this weekend.



www.bloomberg.com/apps/news?pid=20601102&sid=aniD9nKoHKzc&refer=uk

[Salem6]

Major Arsenal shareholder Lady Bracewell-Smith has blasted her "appalling'' removal from the club's company board.

The departure of Bracewell-Smith, who owns a 16% stake in the Gunners, was announced on Wednesday night after she was voted out of her position.

"I'm in total shock and very upset about the appalling way I have been treated,'' she told the Daily Mail. "The board have no manners whatsoever and my views were ignored on many occasions.

"I can't understand why I have been removed in such a ruthless fashion.''

Bracewell-Smith's family have been involved with Arsenal for almost 70 years, and her ousting from the board means she is no longer subject to the so-called lockdown agreement which prevents members from trading their shares without the consent of their colleagues until 2012.

Wednesday night's developments have prompted speculation that the north Londoners could now be vulnerable to a takeover bid from Alisher Usmanov.

The Uzbek metals magnate needs to increase his stake by just six per cent to reach the 30% threshold at which financial legislation dictates a formal takeover bid must be launched.

Bracewell-Smith insists she would have been happy to abide by the terms of the lockdown had she remained on the board.

"I had no intention of selling my shares and was no threat to the lockdown agreement between the directors. I have also had no proper explanation as to why they wanted me out so much,'' she said.

"It is very difficult to accept, especially after what my family has done for Arsenal for so many years.

"I am extremely upset at what's happened and the way it has been done.''



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