Often Partisan

When is a bid not a bid?

Jeremy Wray has been vocal in the press in the last few days about a bid being made for Birmingham City. While trading in BIH shares has been halted pending a “clarification” of an announcement, I wanted to touch on the whole issue over what constitutes a bid, and maybe shed some light on why BIH have not been responsive.

Obviously, before I do so I have to put some caveats in place. Firstly, please be aware I’m not a trained lawyer, accountant or stockbroker although I have taken professional advice to help write this article. I’m also going to have to keep things generic – confidentiality is key at these times and I don’t want to jeopardise anything by saying something out of turn.

What bids has Jeremy Wray made?

Jeremy Wray has confirmed he submitted a bid on November 1 for BIH’s entire stake in Birmingham City PLC, the UK parent company of Birmingham City Football Club. This was submitted subject to contract and due diligence to Panos Pavlakis, who is an executive director of both Birmingham City FC and Birmingham International Holdings.

Jeremy Wray went on to tell the Birmingham Mail that for whatever reason, Panos did not submit this to the BIH board, and that his bid was later refused due diligence as it would require a board decision from BIH, which superceded written authority given to him by BIH CEO Peter Pannu.

It is my understanding that Jeremy Wray has reiterated his bid to the board as of December 2.

Why was the bid not sent to BIH? Why was nothing announced?

This is a matter open for speculation and I have to be honest, I don’t know for sure if it was a simple breakdown in communications or if there was something else at play. However, no bid was announced to the HKSE, and clearly someone at BIH did not feel it constituted an official bid as they declined Jeremy Wray the opportunity to conduct due diligence.

BIH will only have felt that they would have had to announce the bid had it met certain criteria to make it an “official” bid. This doesn’t just mean a bid has to be sent on headed notepaper; it has to come with specific supporting documentation too.

This documentation could include a letter of representation – which is where if someone is fronting a bid for a consortium that the other parts of the consortium – the “backers” – confirm that this person has the mandate to represent them.

It could also include “proof of funds”. Proof of funds isn’t just a bank statement showing a healthy balance – it also should include a statement from the bank confirming that they have received an instruction from the person presenting the proof of funds that they are only to be used in this transaction.

Therefore in my mind the logical conclusion I have is that the bid made from Jeremy Wray cannot have included such information up front and BIH have felt comfortable enough that no announcement has been needed until further documentation is forthcoming – and it follows that’s it is possible they felt that until additional documents were received they shouldn’t allow due diligence to proceed.

So where do we go from here?

Simply – we’re at stalemate. I don’t personally believe BIH are in any hurry to sell – despite the financial woes we’ve seen, and what Mr Pannu alluded to in the comments on this site I honestly believe that they think that they can ride it out – they will sell when they are ready to someone prepared to pay the right price in a way that satisifies the HKSE so they can keep the listing.

Jeremy Wray may feel that he has played the pressure points by making it public here but I fear he has fallen into the same trap as Gianni Paladini. From my time in Hong Kong it was clear that BIH do not believe Gianni Paladini supplied them proof of funds, and no amount of negative press was going to do anything more than make them dig their heels in further. This isn’t the way business is done in Hong Kong – and as I alluded to Jeremy myself when I spoke to him going public is not the answer.

Now it might be that the announcement that is pending is to confirm Wray’s bid and to take it forwards – if that is the case then maybe we’ll see some traction. However, I’m not confident it’s about that (or just about that at least). Only time will tell.

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36 Responses to “When is a bid not a bid?”

  • Luke says:

    Thanks Dan for the clarification.

  • motozulu says:

    The plot thickens.

    By the way no need to tell us – you can tell you aren’t a lawyer – no threats, txt spk or poor grammar anywhere in this blog. :-)

  • Big Al says:

    Can I congratulate you Daniel on winning the battle of wits with PP. For one supporter to put him on the back foot to that extend is a huge achievement.

  • Luke says:

    Whilst I wouldn’t expect him to divulge any details of his proposal, or to enter into any kind of Q & A, it would be encouraging to see Jeremy Wray posting in here, even if only to say that he’s following the discussions and that he recognises the depth of passion here.

  • mark says:

    it now in the hands of panos to reveal why this was rejected, Bih have firmly closed the door or have they?? it appears not many wish to speak out….

  • Keith says:

    I have some experience of acquisitions and in my limited experience offers are always subject to due diligence and subject to contract -without such conditions how do you know what you are buying. The buyer will typically also ask for a period of exclusivity and they typically are required to offer proof of funds. And having been a director of a PLC here in the UK under UK law you certainly have to inform the Stock Exchange of any offer. I applaud you like so many others for the time and effort you put into keeping us informed. Thank you

  • Oldbluenose says:

    As per usual, — Much innuendo from prospective buyer, plus close-mouth from BIH, = confusion as always, Sadly.

    It is to be hoped that this latest furor will bring SOMETHING to a head,??.

  • erpa says:

    Dan can I ask you why you didn`t ask Mr Wray if he had submitted all the required documentation you mentioned in this blog. However if you do not wish to confirm this then please feel free to say no comment. Thanks.

  • Hillfield blue says:

    Having watched how the Paladini bid panned out with him going public etc, you would have thought that Wray would have had the wherewithal to make sure he would have fitted in with the mentioned criteria such as proof of funds.

  • Mark says:

    I won`t raise my hopes over this.My guess is that this `clarification` will be more smoke and mirrors. I have said for months they`re going nowhere fast and that remains my view.So hope i`m wrong but……

  • Mark says:

    When is the announcement?

    • almajir says:

      Dunno Mark, my Crystal Ball is out of service.

      There was one earlier today, halting trading – did you mean that one?

  • mark says:

    panos has declared his backing of GR ON BCFC site getting players in mossi, morrison, and now ziggy…. He doesn’t look like he going anywhere….

  • Ken says:

    I think the first thing to say is a massive thanks to Dan for maintaining the doggedness to unravel all these mysterious and perplexing goings on…it is really only down to him that we know as much as we do and in fact a fantastic compliment that the media, both local and national, basically rely on Dan and OP for their information! With the recent developments from HK I guess on reflection this was to be expected following the cessation of Mr P’s consultancy agreement and all of whatever that entailed. I see comments on here also saying that Panos should day this, Jeremy Wray should say that etc etc but we must get real as obviously it would be unprofessional in the extreme and quite possibly illegal if people start discussing publicly the affairs of a company or entity in which they have no stake. Much as fans are keen to know “what’s going on” the immediate and much more important focus is getting behind Gary and the team….now THAT is something we CAN do! KRO

  • Brian king says:

    Dan you say a possable split has arisen within the board room with Peter Pannu and Carson disagreang With Panos Pavlakis. But Panos Pavlakis is Carsons brothinlaw and was put on the board by Carson so what’s gone on.

    • almajir says:

      Panos ISN’T Carson’s brother in law – that’s Victor Ma. His girlfriend is Carson’s step-niece, but the connection is still tenuous.

      As for the issues – do you get on with every relative you have? Do you have times when you get on with people and then something happens and you don’t any more… these things happen you know. Now I’m not saying it has in this case – BUT – it’s easily believable.

  • erpa says:

    It might be worth remembering that bih did not make an announcement when other offers were supposed to have been made, remember Paladini on the tom ross show claiming he had proof. What I do not understand is Mr Wray and the Birmingham Mail reported that due diligence had been done and it just remained for him and bih to agree a price. That conflicts with what we are being told now that due diligence is not allowed until all documentation is in order. Can you clarify Dan. THANKS

    • almajir says:

      Erpa

      He did diligence in June – which if you remember followed an announcement of a bid made by Soccer Management Worldwide – and obviously their paperwork was in order.

      Those figures are now out of date, with it being December, and Jeremy Wray was refused it in November. He is no longer using the SMW vehicle to buy the club, hence it’s a different bid.

  • BhamCityJulian says:

    I’m as worried about Wray as I was about Paladini. It is not businesslike acting an acquisition in public. Remember despite the opportunity for publicoty which we no they love Sullivan and Brady kept schtum when negotiating buying us

  • John says:

    With all the problems and what appears to be deceit that BIH have created over the last few years, I would imagine most bluenoses, would willingly accept Jeremy Wray and his associates as new owners. At least the club would be rid of the present owners and also the Hong Kong Stock Exchange.

  • Agent Mcleish says:

    Worried about the Wray bid. Smells like Pannu has some involvement. I’d also question his judgement, I mean didn’t he appoint the nutty Di Canio as manager? Says it all. Also is he just a front man for the real bidder? Maybe the one and the same that Palandini represented? Of course I could be talking bollkcks

  • Add to the plot and deflect the pressure off BIHL today they can “now release the news of Ziggy about to join the rank&file” let hope the Football League are keeping a watchfull eye on the shambles unfolding.

  • Brian says:

    I’m sorry to show my ignorance in this kind of thing but if Carson has by far the the bigist stake in BCFC and BIH if he wants to sell the club who can stop him he just out votes everyone.

  • nicko says:

    you could not make it up wray keeps quiet fans think he has gone away he opens his mouth he has done the wrong thing he cant win.we all want bihl out of our club lets hope for a good christmas and new year with new owners kro and well done dan

  • ChrisG says:

    I still think that this is all down to CY & as i’ve said before, i’m certain he doesn’t want to sell Blues. He probably feels he will win his appeal, whenever that may be, & then he can just take up where he left off.


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