Often Partisan

BIH: Open Offer Complete

The first of three announcements in the lead up to the resumption of trading in shares was made by Birmingham International Holdings today. The announcement confirms that the Open Offer has been uncompleted but was under-subscribed.

The announcement can be viewed here.

With so much happening so quickly, I’m not sure how can be drawn from this announcement. However, I would think that the fact that the Open Offer was undersubscribed surely suggests that it wasn’t seen as a good deal by potential shareholders – which in turn makes me wonder if BIH is still seen as a poor investment.

While the open offer was undersubscribed it was fully underwritten, and that means that the shares that haven’t been picked up by potential investors have been bought by someone else. Thankfully, this isn’t the underwriters – Pollyana Chu and Kingston Securities – but a company called “Step Best Investments Ltd”, owned by a man called So Hiu Sang.

Mr So will own as it stands a 19.47% stake in the company (making him a substantial shareholder) but once everything else goes through this will be diluted down to 2.25%. Initial enquiries at this end regarding the identity of Mr So have drawn a blank – but I am working on it.

As I posted yesterday, further announcements are due on Tuesday and Thursday ahead of the proposed resumption of trading in shares on October 17.

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55 Responses to “BIH: Open Offer Complete”

  • WayCoolBlue says:

    That all gone a bit over my head. But nice to see thing moving.

  • Tilton Rifle says:

    sausage, egg, cake and beans. everybody knows, what this means.

      • Alex Hurley says:

        I do, sort of. But I always believed it to be “sausage, egg BACON and beans”. Would somebody please elaborate?

        • almajir says:

          Egg, Bacon, Sausage and Beans innit?

          • Dave Mann says:

            No , Alex is right mate :-) KRO

          • Bluey says:

            Ok chaps i think we`ve exhausted the English Breakfast ditty conversation.

          • WayCoolBlue says:

            Every one forget the mushrooms

          • David L says:

            Are you all thinking of the song by Madness back in the early 2-Tone days?
            It’s on Youtube too – and it sounds better as a song than as a printed lyric, but hey

            Its all Eggs Bacon Beans and a Fried Slice.

            Did you see the one, yeah yeah,
            The one they wrote in the paper just the other day,
            Well, well would you believe it,
            Well what I said, they took it all the wrong way.

            Now you’ve gotta be careful, ’bout what you say,
            Cos they’ve got a bad habit
            Were you reading in between the lines?
            Or is that what I said?, now I just can’t remember

            They seem to have a very good memory though
            But as far as I’m concerned, as as far as I’m concerned
            You don’t have to be black white, Chinese or anything really
            Just enjoy, shut up, listen and dance…

            Its all eggs bacon beans and a fried slice

            Don’t Quote me on that, don’t quote me on that
            Don’t Quote me on that, please don’t quote me
            Don’t Quote me on that
            Don’t Quote me on that

            Refs to Chinese folk and the untrustworthiness of quoting unnamed figures, perhaps?

          • RichardM says:

            Glad somebody raised this, I dragged a bunch of college mates to see Blues play at Leyton Orient in the Early 90’s, 1-1 with Simon Sturridge scoring for the Blues.

            “Chips, Bacon Sausage Egg & Beans, Everybody knows what it means, WHAT IT MEANS” belted out by the bluenoses all match, much to the amusement of my mates. Even now, they sing it to me in crap Brummie accents everytime we get together. I still have no idea where it came from and have never heard it since, can anyone elaborate on this?

  • Dorsetblue says:

    …I always sang “eggs, bacon, sausage beans.. everybody knows what it means ” have I been wrong all these years?
    Anyhow, cheers Dan and keeping looking into this Mr So. All sounds so James Bond to me.

  • Bluey says:

    In my experience these `open offers` are usually over-subscribed quite comfortably so it`s a concern that BIHL isn`t seen as a particularly good investment. i always thought the HK listing made it quite attractive but maybe not. Slightly worrying.

  • PeteB says:

    I see Step Best Investments Ltd are involved with several other companies so at least there is enough to suggest they are legitimate.


  • Texas Pete says:

    Thank you Dan.
    So can anyone explain, what is a substantial share holder exactly and what is the percentage to become one?

  • Blue Steve says:

    Weren’t TTA going to raise most of the promised £10 million via this subscription? The corporate governance side is very confusing..

  • YetAnotherBluenose says:

    From an investor’s perspective, the shares are about to be immediately diluted, and with the transfer of ownership (to a fairly unknown entity) there’s the potential that there may be a period of settling of the re-listed shares (especially as they’ve been unlisted for so long, and the reasons for the delistings)?

    A case of wanting to see what the shares do after re-listing, and the actions that the new owners take actually once they officially take charge, before risking any significant amount of money?

  • WayCoolBlue says:

    Very! very… confusing indeed that’s why its gone over my head I don’t really understand it.

  • Bluey says:

    You`re not alone. I doubt any of us mere mortals have a clue what this means. I do worry,however, about the large under-subscription of this Open Offer. What does that say about BIH?

  • BhamCityJulian says:

    I wouldn’t worry. Why would anyone want to buy shares that are going to be massively diluted so that they become a small pawn

  • BhamCityJulian says:

    Who are the 18.67% of New Shares being placed with. Is it the Investor i.e. TTA or an independent third party(s). I would have thought TTA would want to own such a large chunk.

    • BhamCityJulian says:

      Ok I’ve checked the Offer document and it TTA that subscribe to these so they own about 80% of TTA after the restructure

      • almajir says:

        No… if it was Paul Suen/TTA it would show in the table on the announcement. It says “independent placees” and as there were 12 valid acceptances I’m going to have a wild stab at it being 12 independent investors.

        • BhamCityJulian says:

          On 6 June 2016, the Company entered into the Subscription Agreements with the Investor pursuant to which the Company will issue and the Investor will subscribe (i) the Subscription Shares, being 3,125,000,000 New Shares in the aggregate nominal value of HK$31,250,000 at the Subscription Price of HK$0.08 per Subscription Share at a total subscription price of HK$250,000,000; and (ii) the New Convertible Notes in the principal amount of HK$150,000,000, which entitle the Investor to subscribe for up to 1,875,000,000 New Conversion Shares in the aggregate nominal value of up to $18,750,000 at the Conversion Price of HK$0.08 per New Conversion Share (subject to adjustments).

          • BhamCityJulian says:

            This says the ‘Invester’ i.e. TTA is subscribing to all of them

          • John says:

            The ‘Subscription’ is separate and different to the ‘Offer’

          • BhamCityJulian says:

            Oh right. So the Open Offer was on the 18.57% to which TTA had subscribed. Now I’m even more confused

          • almajir says:

            That’s not the Open Offer is though Julian?

          • BhamCityJulian( says:

            Ok I’ve read (4) and (5) of the 6th June document so I’m relatively clear about the Subscription offer. Presumably TTA have been ‘persuaded’ to place these shares because they have had too many in relation to the HK$150m consideration (i.e. Loan write off). So the cost to them of acquiring 62.78% of BIH is this cost plus the E&Y fees. They’ve also gained a HKSE listing but are committing to funding BIH up to end 2017/18 as part of the listing requirement

        • BhamCityJulian says:

          I’m getting very confused tbh. Where is it shown that the 18.75% has been made / agreed and there are twelve takers?

          • almajir says:

            Julian – have you read the announcement linked in the article? The link is here again for you: http://www.hkexnews.hk/listedco/listconews/sehk/2016/1007/LTN20161007541.pdf

            Firstly – 12 takers. Quoted from that link:

            The Board is pleased to announce that as at 4:00 p.m. on 30 September 2016, being the latest time for acceptance of and payment for the Offer Shares, a total of 12 valid acceptances were received by way of Application Forms for allotment of an aggregate of 100,631,732 Offer Shares, representing approximately 41.58% of the total number of 242,027,168 Offer Shares.

            12 acceptances = 12 people taking up the offer.

            Page three, the table – the final column is the one that counts – ie what will happen when everything is completed. The independent placees – ie the 12 people in the above paragraph – will have 18.67% of the company…

  • WayCoolBlue says:

    Dan Why dues (STEP BEST INVESTMENT LIMITED) show as a Dissolved Private Company?

    • almajir says:

      Have you considered that might be a different company?

      I suspect the Step Best may be a BVI firm…

      • WayCoolBlue says:

        Well it could be but if so why cant I fine anything on this company to show otherwise .

        • almajir says:

          why cant I fine anything on this company to show otherwise

          I suspect this company is an investment vehicle used to buy positions in companies. Most of these kinds of companies are based in places like the British Virgin Islands or the Cayman Islands, because those locales allow for a lot of privacy within their companies – ie your chances of finding their details online are zero. TTA are based in the BVI and it took me a fax, 20 quid and a two week wait to get confirmation they existed there – I wouldn’t get anything else.

          Trust me on this – finding the right stuff on the internet is much harder than you or most people think – it’s easy to pick up a bum steer if you don’t know what you’re doing.

          • WayCoolBlue says:

            So if it is BVI would there be a Company Registration No. As this would be Required to check the company with no question of ID.

          • almajir says:

            Of course there is – but you won’t find it Waycool. Trust me on this, I do actually know what I’m talking about.

          • WayCoolBlue says:

            OK no problem I know you know what your taking about I just wanted your apinean is all. Thanks

  • Mitchell says:

    When other clubs go through takeovers we generally understand what’s going on.With Blues we have to get our brains into gear and try to fathom out what the latest news is all about. Many of course will understand but In my case it is another layer of complexity. What my basic line boils down to is ‘will we have decent funding after October’. This is what I keep coming back to. Chinese names,new Chinese names added now only serve to confuse so for me it is the simple question of the future money and how much.

  • John says:

    I may be missing something here, but why are people surprised at the Open Offer being under-subscribed? Why invest in the Open Offer when your stake (shareholding) in BIHL will be immediately reduced to c. 11.5% of the initial investment when all other aspects of the re-structure take place?

    Further, I don’t understand the focus on ‘The Subscriber’? Yeung (6.51%) and U-Continent (5.84%) will have bigger holdings than the 2.25% ‘The Subscriber’ (Step Best Investments Limited/Mr. So Hiu Sang) will hold, and we are no longer bothered about them.

    At the end of the day it seems TTA will own 60.78%, Independent Placees will own 18.67% (placed from TTA holding) and other public shareholders will have 5.95%, together holding 85.4% of the ‘New’ BIHL. Even if The Mafia itself ended up owning (it won’t!) the remaining 14.6% it could not impose any meaningful power within BIHL.

    A lot of these machinations are just the complex way things had to be put in place by E&Y in order to get rid of Yeung et al at the smallest cost to BIHL (and in effect BCFC). Also means Yeung and U-Continent will possibly sell their holdings ASAP? What reason do they have to hold on to minor holdings with no power?

    Just keeping it simple imo means; that TTA will own minimum of 60.78% of BIHL, have guaranteed they will give BCFC c.£10m over 2 years and that they won’t sell BCFC in the next 2 years. Depending where Blues are in 2 years time, TTA will either sell, or invest more (in order to sell), at a good profit. It is in TTA’s interest for Blues to be successful, preferably promoted to the Premier (or in line for possible promotion), in order for them to sell at the best possible price.

    Great job done by E&Y, we should be eternally grateful for how they have skilfully ‘manipulated’ significant others in order to save Our Club.


    • Cynic says:

      Pollyanna Chu will be behind this. When it’s all over she will own BCFC either directly or through a nominee.

      After which I wouldn’t be surprised to read that CY has “unfortunately” become fish-food.

    • BhamCityJulian says:

      I can’t imagine E&Y (on behalf of BIH) are concerned about the undersubscripion as they are gone in just over a week’s time and I expect TTA will want to increase their shareholding (as they are doing all the work for the ‘new’ BIH so they’ll buy them off the underwriter on the open market.

  • I would imagine So Hiu Sang would have been vetted in advance as acceptable , and shouldn’t be anything to worry about , his company was probably opened very recently for the sale and possibly as a foothold in a later takeover ..I think the slur on the image on British football must have a little effect on a sale , but with everybody looking for dodgeynes it can only make football here greater , the government’s relaxation on things should also be good for football..bring it on …

  • Stan Moye says:

    Let’s just hope Our own British legal and account experts have a clear handle of the proceedings. I’m not whizz kid on these transactions, but it concerns me the offer was under subscribed. Hopefully if the fortunes of the team continues and we grow and stabilise further the future potential of the club will increase and become a more desirable financial investment.

  • ChrisG says:

    Well, if it wasn’t confusing…..it wouldn’t be to do with the Blues, BIHL & HK!!!!!!

  • swissjonny says:

    Why would any HK investor invest locally a t present.With the HKD trading so strongly against the GBP the clever HK money is pouring into high quality liquid UK stocks. Take a look at the FTSE ! I reckon they will be quietly pleased it was under subscribed. Small volatile shareholders can be a real pain in the neck when you are trying to do things. Am sure that the underwriter is in on the proceedings.

  • Russ says:

    I really wish we were being bought out by anyone but a Chinese outfit. I just cant help feeling that these Chinese investors are shady and irresponsible. They seem to mess about with investments and nothing is ever straight forward! Fingers crossed this all works out.

  • Bluenozee says:

    Bacon, Egg, Sausage and Tomato= BEST
    That’ll do for me!

  • Where’s the fried bread for god sake..

    • Bluey says:

      Fried bread or toast? It`s an argument that`s been raging for decades. Toast is the healthier option (spread-free) but fried bread has an added dimension in taste terms. I have toast at home but enjoy the fried option on holiday at a B & B as a treat. We`re all Blues fans so we shouldn`t fall out over this thorny issue,it`s all about different tastes and opinions.

  • I think it is all about a bubble in a spirit level to keep expenditure in their outlay on an even keel whilst maximising their chances of the greater profit at a later sale after making improvements to Stans ….

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