Sunday, 24 October 2010

Kent Reliance Takeover (Kent Reliance Building Society) KRBS Takeover Why No Windfall

I hope a few more people realise the significance of what is being voted for. I've gone through the main document and there are some areas that have been very much glossed over in their summary. In addition the following was in The Observer newspaper on Sunday 24th October which presumably is based on the KRBS vehicle doing the bidding.

American private equity group JC Flowers is lining up bids for at least four UK building societies as part of an audacious plan to create a "supermutual" that could be partially floated on the London stock market in five years. West Bromwich, Skipton, Norwich & Peterborough and Principality are in his sights; together, they have more than 1.7 million members, the Observer reports.

(p61) The board's view is that further preference shares will be issued to JCF at the time of investment as a result of writedowns in the commercial portfolio.

So the numbers given for shares owned by both companies are meaningless if further shares are being issued at the same time.

(p63) KRPS will hold 59.9% and JCF 40.1%, The boards view is that significant adjustment is likely to be needed at the time of investment but is not LIKELY to increase JCF holding to more than 75%.

So they expect that JCF could own 75% of KRPS at the time of transaction!! How on earth can they be proposing a transaction that they already know (expect/anticipate) will be exceeeded or changed as soon as it happens? Surely the transaction should include all relevant information up front rather than buried in the details.

Changing from KRPS owning 60% to JCF owning 75% is more than a little change in circumstances especially when it happens IMMEDIATELY not at some unspecified point in the future!

At this point JCF can appoint the majority of directors and control the company! So within a few months, KRPS will have no control over the assets and bank that they created. Some deal for the Private Equity company!! I don't blame them, they are only doing the best by their shareholders and investors, but the management of KRBS are being seriously remiss with hiding these details.

In my view these are significant points and the board are being extremely secretive, one could even say deceptive, by not publicising these as they relate directly to the situation at the time of the transfer.

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