On the eve of Everton's takeover by The Friedkin Group, I have taken a look at the potential impacts to the increasingly marginalized minority shareholders. 

The Everton Football Club Company Limited is a private limited company. It is owned by the holders of the 135,000 ordinary shares issued by the company. In total, there are 2,114 holders of the ordinary shares. 

The issue of new shares (in respect of capitalising the £450M of shareholder loans currently owed by the club) … requires the approval of The Friedkin Group after their acquisition.

The issue of new shares to cover the capitalisation of the shareholder loans … would see the minority holdings be heavily diluted to less than 0.5% perhaps as low as 0.25%.

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At what point, particularly in the context of no statutory requirement to hold general meetings, does the notion of individual shareholdings become just a quaint (but no doubt important to many existing shareholders) nod to the past?


Reader Comments (18)

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Michael Kenrick
1 Posted 19/12/2024 at 11:21:36
So Paul Quinn published this on his website yesterday and we now have some clues about the magnitude of the changes he refers to…

Although it turns out there is less clarity and more confusion, with new shares issued to give Roundhouse either 98.8% ownership (per The Telegraph) or 99.5% ownership (per the BBC) of EFC Co Ltd.

But as neither indicate either the number of new shares issued or the new total beyond the 135,000 existing… we minority shareholders are none the wiser.

Denis Richardson
2 Posted 19/12/2024 at 12:37:26
Michael, a letter was supposedly sent to Everton shareholders detailing the new share structure. Did you get anything?

I am on holiday so don't know if I got anything in the post.

Allen Rodgers
3 Posted 19/12/2024 at 13:02:22
Denis, shareholders have received an email version of the letter today, with a 'hard copy' to follow by post.

There are three resolutions to vote on, not that our votes are relevant in the overall picture.

Michael Kenrick
4 Posted 19/12/2024 at 13:06:55
No, I didn't get that previous shareholder letter.

So I should check my registration at the Shareholder Portal, if I can find it…

Andy Riley
5 Posted 19/12/2024 at 13:14:55
Michael - the shareholder letter explains that the share issue is in two tranches. I think the first by Blue Heaven before completion which takes the majority holding to over 97.2% and then a second by the new owners which takes their majority shareholding to 99.5%. That's how I understand it anyway but I'm not an expert.

The value of my single share must have reduced given that before this it was one of 5.9% of the shareholding and after it will be one of 0.5%.

My holding is not an investment but purely of sentimental value so I personally am not bothered about that. However, the estate of Kenwright must have taken a similar devaluation on their 1.5% holding?

Allen Rodgers
6 Posted 19/12/2024 at 13:21:41
Michael,

I trawled through the very, very long list of small shareholders on The Esk link in your article, to find my own name.

By chance I happened to spot your name in there too!

Paul [The Esk]
7 Posted 19/12/2024 at 16:08:20
Mike Gaynes
8 Posted 19/12/2024 at 16:10:52
My name won't be on the list -- too recent -- but I guess I should have waited for the next auction!
Tom Cannon
9 Posted 19/12/2024 at 21:44:41
Hi Michael and Others,

It seems that the new owners are showing the same warmth and care for minority shareholders as both “the greatest Evertonian” and the delightful Mr Moshiri.

Going back a step or two, it might be recalled that Peter Johnson valued all shares at around £500 when he took over the club. Not bad for long-term shareholders and it appealed to new small investors.

The narrative changed of course with the “greatest Evertonian” and his fellow “majority shareholders” who bought Johnsn out for an estimated, it's rumoured, around £850 a share – leaving the majority (by number) of shareholders out in the cold.

This charming tale of fellow Evertonians allegedly takes a further twist when it's rumoured they sell their – it's said – share of the club to Moshiri for, it seems, between £6-7,000 a share. This seems to have constituted a profit of many multiples of their “investment” for their brilliant leadership in the post-Johnson era. Some of the same group colluded as Moshiri inflated (diluted) his shareholding to around 95%.

Obviously the majority by number were not included in this bonanza. So much for loyalty and decades of commitment. Somewhat in contrast with events at Arsenal and elsewhere, where buyers took the – some might say reasonable – step of making a general offer to all shareholders.

Sadly, the greatest Evertonian and his friends exploited a serious flaw in our Articles which gave them no more than a moral or decent need to act like ethicists such as those buying Arsenal and pretty well every other properly constituted company.

For most on ToffeeWeb, I guess the response is bad luck but, as the last crews behaved, the new crew are behaving – so expect no more from them than we got from them.

As a shareholder since the pre-Johnson days, it's probably worth remembering that with him, we won things and he treated people decently … despite his past affiliations.

Let's just hope for the best.. perhaps I might raise the issue with the new Football regulator … Arsenal as an example of decent behaviour might appeal to their boss.

Michael Kenrick
10 Posted 20/12/2024 at 08:15:39
Hello Tom,

Some sanguine perspectives there on the travails of being a minority Everton Shareholder – although I like the twist you put on that: as a group, we still far outnumber the so-called 'majority' shareholders!!!

There's an old page in the Club section on ToffeeWeb that attempts to chronicle the shareholders' story in all its twists and turns – most sadly downward, as you imply. I will endeavour to update it with this latest episode.

Recently, we had that share auction which saw the shares exchanged for £3,400 each. That would put a nominal value of £459M on the club.

Now if we take the first tranche that converted Moshiri's loans to equity in exchange for 150,250 new shares, and we assign a value of £450M to that transaction, the share price reduces to £2,995 but the value of the club jumps to £854M. Not too bad if true...

However, there seems to be little doubt that Roundhouse's 'subscription' for an incredible 1,336,537 new shares represents a massive dilution in the value of individual Everton shares, whichever way you cut it.

The letter states that this "provide[s] further investment into the Club" – so let's just assume that boosts the club book value to a cool £1 Billion (pinkie in mouth!). But even then, the value of each Everton share still plunges to £616.60. (Sorry, Mike Gaynes!)

And let's go back to that recent share price of £3,400: if that were still true, the club book value would be over £5½B – more even than Man Utd? Yeah!

Err… No.

Jerome Shields
11 Posted 20/12/2024 at 11:11:16
In my analysis, I miss the point of the effects of Moshiri's pronouncement of conversion of his loans to equity on the small Shareholders.

Its effects on The Friedkin Group is negligible, given the controling number of shares they have. Obviously the Premier League in their approval insisted their recent ruling on owner loans conversion was acted on.

I cannot get my head around how shares bought at auction before the takeover could be of less value when sold after the takeover. Is there not a difference between share value and share price?

There no doubt that Moshiri. the Friedkin Group and the Premier League have still to show consideration of small shareholders.

I wonder if there will be an AGM in the New Year? But I would expect that the financial results of the 2023-24 Finncial Year would overshadow such discussion.

Interesting shareholder perspective on Peter Johnson. The fan that jumped on the boot of his Merc has a lot to answer for.

I have always wanted to know who the fan was that kissed the midfield after the Wimbledon match. I now would like to know the on-the-boot fan. Their perspective since would be interesting.

Allen Rodgers
12 Posted 20/12/2024 at 11:43:51
I guess we are all pleased about the takeover news despite the value of small shareholdings being diluted or even decimated.

To make it worse, I have been told by the club there will be no shareholder discount at the new stadium.

John Raftery
13 Posted 20/12/2024 at 12:00:19
Assuming Friedkin is not intending to make a compulsory purchase of the minority shares, I am not concerned about the dilution of the paper value of my single share.

The majority and minority share dealings really operate in two separate markets. I imagine most minority shareholders have no desire or need to sell in the foreseeable future. I also imagine there are many fans who would like to own a single share.

Given the limited supply and the apparent high demand for single shares, the price will likely settle at whatever level the few people seeking to sell their share are willing to accept. My expectation is that will be substantially higher than a few hundred quid.

Graham Fylde
14 Posted 20/12/2024 at 12:17:15
Just the obvious point that, as EFC Co Ltd is a private company (so no centrally traded price on an exchange), the price isn't necessarily diluted in the way described above.

If you were a shareholder the day before yesterday, you were entitled to your share of c £660M debt… whereas today, that is reduced to zero (as far as I know).

If your interest in owning Everon shares is financial then, as is always the case, your gain will be capital appreciation over time. If your holding is sentimental and about being part of the club, then the future looks a lot brighter than last week.

Allen Rodgers
15 Posted 20/12/2024 at 13:31:39
Graham, I don't think you can say the club's debt has been reduced to zero. As I see it, TFG have cleared all short-term debts and agreed to convert the club’s near £300m external debts into “long-term senior debt” with blue chip financial institutions.
I bought my shareholding some years ago for sentimental reasons not to try and make money. However, I think anyone who recently paid upwards of £3k is going to take a haircut, as they say.
I also think the decision to remove shareholder discount on season tickets is a bit mean.
Having said all that, I do of course agree the future is looking much brighter and hope this will result in the atmosphere at Goodison being much better than of late.
Mike Gaynes
16 Posted 20/12/2024 at 15:56:49
Michael, thanks for the calculation. Sort of.

Ah, well, I was never gonna sell the share anyway... it'll be up to my wife when she inherits everything. And she won't have the slightest idea what to do with it!!

Brian Williams
17 Posted 20/12/2024 at 16:19:55
Cough, cough!! 😇
John Ievolo
18 Posted 03/01/2025 at 20:34:51
I don't understand something. If you issue more shares thereby diluting the existing shareholders value, they should be granted more shares to equal their original value. So a current shareholder should be given say 50 shares for their 1 for example. This keeps their value the same rather than dilute it.

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