Brewdog Shares

Gandalf644

Is it just me, or is the entire Brewdog website down (including the Equity for Punks forum)?

Can't look at the forum, nor order some discounted beer!

[Deleted User]

I paid in £500, we still get the discounts I guess that is something, but I think the money is gone.

kinger101

https://forums.moneysavingexpert.com/discussion/comment/81890220#Comment_81890220

In Tesco at least, they very rarely sell at full price. Punk IPA is the cheapest hoppy ale in there.

kinger101

https://forums.moneysavingexpert.com/discussion/comment/81890493#Comment_81890493

yeah, you are entitled to that if there's any money left after all the other preferential creditors have been paid. Companies don't wind up because they've got too much cash in the bank

Dead_keen

https://forums.moneysavingexpert.com/discussion/comment/81894225#Comment_81894225

That's right. But companies can be sold. If so, the C shares still get their 18% compound return. And 18% compounded for roughly nine years means that the C shareholders would get a massive proportion of the total sales proceeds if the company was sold for a reasonable, but not stella, valuation.

kinger101

https://forums.moneysavingexpert.com/discussion/comment/81894397#Comment_81894397

Presume you got counsel opinion on this during your due diligence.

Dead_keen

https://forums.moneysavingexpert.com/discussion/comment/81894453#Comment_81894453

No. I just read the articles of association.

kinger101

https://forums.moneysavingexpert.com/discussion/comment/81894517#Comment_81894517

That relies on the company selling though and it's very unlikely they'd find a purchaser if the liability to the C shareholder's is greater than the asset value to the company. And they're not going to be able to force much with only 23% of the voting rights.

More likely, it things can't be turnaround, the assets will be sold. Still not great for the A/B shareholders, but means C should acknowledge there may be a better way forward for everyone than demanding 18% PA return.

Dead_keen

https://forums.moneysavingexpert.com/discussion/comment/81894847#Comment_81894847

That relies on the company selling though and it's very unlikely they'd find a purchaser if the liability to the C shareholder's is greater than the asset value to the company. And they're not going to be able to force much with only 23% of the voting rights

An acquirer would buy (i) trade and assets (so C shareholders would, after repaying debt, get all/good chunk of cash on liquidation), or (ii) all the shares in the company (so the C shareholders would get all/good chunk of the purchase price). In either case, the acquirer would not have any obligations to the C shareholder.

You are right that, normally, 23% of the voting rights don't give rights to do anything. With the individual shareholders unlikely to get much selling their shares to a purchaser, and retaining their perks, there is no incentive for them to vote to sell out. But TSG has also lent money to Brewdog. I doubt if the facility docs are public (not checked) but in practice they are likely to give TSG a lot of control (to force a sale) if things are not going well.

I have looked at (**) these kind of documents for a very long time, particularly with regard to the rights of the management team vs investors. I have never seen an 18% return. It is exceptionally high. Why? I can guess but have no idea.

** for "looked at" read drafted and modelled.

kinger101

https://forums.moneysavingexpert.com/discussion/comment/81894907#Comment_81894907

You think they have convertible loans?