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Lady Nina Bracewell-Smith to sell her shares


Mr. Gayle

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Lady Nina Bracewell-Smith today attempted to set up an auction for her Arsenal shares by hiring investment bankers to scour the market for potential buyers. However, few expect Bracewell-Smith, the holder of 15.9% of Arsenal's shares, to find many takers.That Bracewell-Smith has engaged the investment banking arm of Blackstone, a US-based private-equity group, suggests she is not prepared to sell her stock to the single-largest shareholder, Stan Kroenke. His Kroenke Sports Enterprises has built up a 29.9% stake in the club but has limited the bulk of his acquisitions to £8,500 a share, which would value Bracewell-Smith's stake at £84m, less than she believes it to be worth."It seems like she doesn't like the look of Stan's £8,500," said an individual close to the situation today. "Otherwise she wouldn't have taken on a broker who would take a fee while they are at it."There are no immediate indications that Kroenke is willing to move and, although Bracewell-Smith's decision may be designed to bounce him into a bid for the club, observers consider that to be doomed to fail. Kroenke paid £10,500 per share when buying large stakes from Clive Carr and Lady Sarah Phipps-Bagge last May. Under the Takeover Panel's City Code, which governs the share dealing of stockmarket-listed companies such as Arsenal, there are still several weeks before the 12-month restriction on paying anything less than that in future significant share purchases is lifted.It is possible that Bracewell-Smith has timed her move to coincide with a bidder's deadline for Kroenke to sell his 40% stake in American football's St Louis Rams, which expired today. However even if the American were to accept the $300m offer (£195m), it would still fall well short of the £370m he would require to finance a full, £8,500-a-share takeover bid for Arsenal.Nor is the other significant shareholder, Alisher Usmanov, who owns more than 26% of Arsenal, inclined to purchase Bracewell-Smith's stake. Some believe that may change if he can acquire enough floating shares to reach the 30% stake that would trigger a mandatory takeover bidfor the club, since the 45.9% he would then hold would approximate strategic control. But it is clear from today's development that Bracewell-Smith will not wait until then.And so she must hope that Blackstone can generate sufficient interest from potential buyers in its key regions of the US, east Asia and China. It is believed the firm will market the stake as being the gateway to full strategic control of one of Europe's leading clubs.The buyer will require patience, however that Bracewell-Smith clearly has in short supply. The stake would not necessarily deliver a seat in the boardroom – Bracewell-Smith relinquished hers in December 2008 when she refused to amend the directors' lock-down agreement that otherwise would have prevented Danny Fiszman handing over 8% of the club to Kroenke last year – and would not generate any income to the holder. That is because Arsenal does not pay a dividend on its shares."The Chinese measure their investments in the hundreds of years," said one informed observer. "Blackstone will have in mind a select few people it will be pushing this to. So theoretically it's possible they might find someone." But another was more direct. "No one will pay £100m for a minority stake in a dysfunctional ownership structure that doesn't pay a dividend. She's got no chance."
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