Truth behind Soros deal
Sunday 10 April 1994
This gain results from a hitherto unpublicised part of Mr Soros's deal with John Ritblat, the chairman of British Land, last summer when the Quantum group of funds and British Land joined forces to set up a pounds 1bn British property fund.
A Soros company, G Soros Realty Investors, acquired 1.34 million British Land shares at 298p from a Quantum Fund holding. Documents issued by British Land did not disclose this, but did reveal that Mr Ritblat himself received 2 million shares at cost from the Quantum Fund. That puts his current notional profit, with the shares quoted at over 400p, at more than pounds 2m.
When the deal was announced last June, Mr Ritblat's purchase was defended as providing an incentive for British Land to perform.
A Quantum official said on Friday that the deal was also intended to give Mr Soros an incentive to invest along with the Quantum fund investors.
'George Soros is a co-investor in the UK Realty Fund,' the official said. 'He was encouraged by us to participate in his pro rata share of these shares. George Soros is instrumental in the performance of all Quantum entities. We want his money in there as well.'
The personal investments were made as part of a complex deal surrounding the BLQ Property Investment Partnership, in which the Quantum Fund and British Land each pledged pounds 250m, matched by borrowings. An additional pounds 20m may be invested directly by Mr Soros and his affiliates in properties acquired by the partnership.
As part of the deal, the Quantum Fund agreed to buy 11.3 million new British Land shares at the then market price of 298p. In a letter to shareholders, Mr Ritblat said that he personally, and family or 'other' trusts, would buy at least 1 million of these shares at cost from Quantum.
The small print at the back of the document revealed that he could in fact purchase up to 2 million shares from Quantum - which he did on 11 August 1993 when the share price, which had leapt more than 15 per cent on announcement of the deal, rose to 380p.
This would have brought Mr Ritblat's interest in British Land to more than 4.8 million shares, although not all of these are disclosable under company law.
British Land shareholders were not told of Mr Soros's direct interest. They were told that a new trust for company employees would have an option to buy 4 million of Quantum's remaining British Land shares at cost after 2003.
This seemed to leave the Quantum Fund with 5.3 million British Land shares on which it stood to make a gain. In fact, an information memorandum issued on 3 September by the Quantum UK Realty Fund revealed that these shares were 'contributed by the Quantum Fund to the (UK Realty) Fund for recontribution to the Holding Company'.
This holding company, registered in the Cayman Islands as Quantum UK Realty LDC, is the partner with British Land in the BLQ Property Investment Partnership.
The holding company is jointly owned by the Quantum UK Realty Fund, 85.6 per cent of whose shares were offered to Quantum Fund investors.
Mr Soros's property company, G Soros Realty Investors, has the remaining 14.4 per cent.
The British Land shares were transferred to the holding company on 18 October, when the market price was around 415p. Thus, it seems, Mr Soros acquired his interest.
The exact number of shares is not disclosed but, on the pro rata basis on which the memorandum says he acquired them, it comes to 1.34 million. The memorandum says he paid the Quantum Fund the original cost of 298p, and that this was part of his capital commitment of pounds 40m to the holding company.
This meant that the Quantum Fund itself was left with no profit on the shares, and that Quantum Fund investors who chose to take the offer of shares in the new Realty Fund were left with the possibility of profit on just under 4 million shares.
According to the Quantum spokesman, the fact that the Quantum Fund received no tangible benefit was because it now plays the role of 'grandmother fund', in that it is used to launch new funds and to 'act effectively as a bank'. He said the shareholders were perfectly happy with this arrangement because they received the benefit of being able to invest in the new funds.
Last week British Land announced that it had completed the transfer of 17 properties to the new UK property partnership, bringing the total invested to pounds 400m.
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