Again, Sylt's assertion that Bernie was "never the buyer of the shares" looks pretty tenuous. I would expect Sylt to know that Bernie was effectively a shareholder in the buyer. If that's the case, why is he making the statement that Bernie was "never the buyer of the shares"?
Well, the contents of this thread seem to have got Mr Sylt's attention
Sylt argues that at the date Alpha Prema agreed to the sale of Bayern's stake in Speed and Bambino's stake in SLEC (25 November 2005), Alpha Prema was not owned by Bernie or an entity connected to Bernie (eg Bambino). He evidences this by demonstrating that Alpha Prema was owned on 25 November 2005 by Alpha Topco which was, in turn, owned solely by CVC entities.
The facts of this are, I believe, all correct.
Sylt concludes from this that Bernie was not an effective shareholder in the Buyer. I would point out a few things:
1. Whilst contracts for the sale of Bayern's stake in Speed and Bambino's stake in SLEC were signed on 25 November 2005, from CVC's press releases we know they were conditional on FIA and EU Competition Commission consent. As a result of the time taken to satisfy these conditions, the sale of Bayern's stake in Speed and Bambino's stake in SLEC did not complete until 24 March 2006. We know this from the accounts of Alpha Prema
2. Between 1 January 2006 and 24 March 2006, some movements occurred in the shareholdings of the companies involved. On 28 February 2006, Alpha Prema (the buyer) ceased to be owned by Alpha Topco and became owned by Alpha D2 Limited. Alpha D2 Limited was also owned by Alpha Topco until 24 March 2006 (the day the purchase completed) when it became owned by Alpha D1 SARL, a Luxemburg company.
3. Sadly, there the trail from company documents ends for me. I see Sylt has managed to get hold of Jersey documents, so perhaps he can get hold of the Alpha D1 SARL documents. What does seem clear, though, is that the ownership trail demonstrated by Sylt isn't the full picture as it only looks at ownership at the time of signing, not completion, of the deal.
4. In particular, Sylt gives us the annual return for Alpha Topco dated 1 January 2006
. The EU filing I linked to earlier states:
7. CVC’s purchase of the shares in the holding company Speed combined with the purchase of the remaining shares in SLEC held by Bambino - both via its ownership of
[…] of the shares in Topco - provides it with sole control over SLEC within the meaning of Article 3(1)(b) of Council Regulation (EC) No 139/2004.
8. It follows from the investment and shareholders agreement of 9 January 2006, that the remaining shareholders in Topco, i.e. Bambino and the management of the Formula One Group do not obtain any veto rights which might provide them with joint control over Topco and/or SLEC.
5. Whilst Bernie may not have had a direct or indirect interest in Alpha Prema (the buyer) at the time of signing (25 November), it seems between then and closing the deal on 24 March 2006 he did gain such an interest - most likely on 9 January 2006.
6. There is also a possibility that the deal signed on 25 November contained commitments from a CVC entity to the granting of interests in the buyer to both FOM management and Bambino or that the discussions at the time envisaged this happening. I think it would be unlikely that the granting of such interests (seemingly, from the EU link) on 9 January would have come out of the blue and not been discussed at all prior to 25 November.
7. I think all of the above makes a decent case for Bernie being effectively a shareholder in the buyer.
Again, just to be very clear: I am not seeking to link in any way Bernie to the Gribowsky scandal. All of the above simply stems from a claim in a report that Bernie was not the buyer of the Bayern shares in SLEC which, to me, whilst technically true (he wasn't the buyer, Alpha Prema was) merely brushes the surface of the true position. It deserves more depth, IMO.