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International Distribution Services

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Greenshoe , or over-allotment clause , is the term commonly used to describe a special arrangement in a U.S. registered share offering, for example an initial public offering (IPO) , which enables the investment bank representing the underwriters to support the share price after the offering without putting their own capital at risk. This clause is codified as a provision in the underwriting agreement between the leading underwriter, the lead manager, and the issuer (in the case of primary shares ) or vendor ( secondary shares ). The provision allows the underwriter to purchase up to 15% in additional company shares at the offering share price.

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66-527: International Distribution Services plc (formerly Royal Mail Limited , Royal Mail plc and International Distributions Services plc ) is a British company providing postal and courier services. The UK government initially retained a 30% stake in the company, but sold its remaining shares in 2015. It is listed on the London Stock Exchange and is a constituent of the FTSE 250 Index . Following

132-431: A company intends to sell one million shares of its stock in a public offering through an investment banking firm (or group of firms known as the syndicate ), which the company has chosen to be the offering's underwriters. Stock offered for public trading for the first time is called an initial public offering (IPO). Stock that is already trading publicly, when a company is selling more of its non-publicly traded stock,

198-574: A greater or lesser degree (for instance Chancellor of the Duchy of Lancaster or Lord Privy Seal ). The government is sometimes referred to by the metonym " Westminster " or " Whitehall ", as many of its offices are situated there. These metonyms are used especially by members of the Scottish Government , Welsh Government and Northern Ireland Executive to differentiate their government from His Majesty's Government. The United Kingdom

264-482: A member of either House of Parliament. In practice, however, the convention is that ministers must be members of either the House of Commons or the House of Lords to be accountable to Parliament. From time to time, prime ministers appoint non-parliamentarians as ministers. In recent years such ministers have been appointed to the House of Lords. The government is required by convention and for practical reasons to maintain

330-471: A nationwide postal strike occurred. The CWU called off strike action on 30 October 2013, while negotiations progressed with Royal Mail's management. The talks were extended on 13 November 2013, with the aim that an agreement be reached by both sides by 20 November 2013. Royal Mail confirmed that both sides had reached a proposed settlement on 4 December, and the CWU confirmed on 9 December 2013 that it would recommend

396-412: A new House of Commons, unless the prime minister advises the monarch to dissolve Parliament , in which case an election may be held sooner. After an election, the monarch selects as prime minister the leader of the party most likely to command the confidence of the House of Commons, usually by possessing a majority of MPs. Under the uncodified British constitution , executive authority lies with

462-412: A possible start date of 23 October 2013. A union source stated: "It is likely to be an all-out strike first, then rolling strikes in the run up to Christmas", while the CWU had dismissed the offer of an 8.6% rise over three years as "misleading and unacceptable". Prior to the announcement of the strike ballot results on the afternoon of 16 October 2013, employees were offered £300 to cross the picket line if

528-423: A stable issue can encounter volatility when the underwriters pause or complete any stabilizing activity. "Cast in the most negative light, price stabilization might be seen as a means of transferring risk to a relatively naïve segment of the investor population." A reverse greenshoe is a special provision in an IPO prospectus , which allows underwriters to sell shares back to the issuer. A reverse greenshoe

594-432: A stock's price is finite both in terms of the number of shares the underwriters short-sold, and the length of time over which they choose to close their positions. "Regulation M defines this type of share repurchase as a syndicate covering transaction and imposes the same disclosure requirements as those imposed on penalty bids. Consequently, investors need not be informed that an offering is, or will be, stabilized by way of

660-604: A substantial grant from the government, the Sovereign Support Grant , and Queen Elizabeth II's inheritance from her mother, Queen Elizabeth The Queen Mother , was exempt from inheritance tax . In addition to legislative powers, His Majesty's Government has substantial influence over local authorities and other bodies set up by it, through financial powers and grants. Many functions carried out by local authorities, such as paying out housing benefits and council tax benefits, are funded or substantially part-funded by

726-551: A syndicate short position. Rather, investors need only be exposed to language indicating that 'the underwriter may effect stabilizing transactions in connection with an offering of securities' and a characterization of possible stabilization practices in the 'plan of distribution' section of the prospectus." The SEC currently does not require that underwriters publicly report their short positions or short-covering transactions. Investors who are unaware of underwriter stabilizing activity, or who choose to invest in what they perceive to be

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792-424: Is a constitutional monarchy in which the reigning monarch (that is, the king or queen who is the head of state at any given time) does not make any open political decisions. All political decisions are taken by the government and Parliament. This constitutional state of affairs is the result of a long history of constraining and reducing the political power of the monarch, beginning with Magna Carta in 1215. Since

858-436: Is called a follow-on or secondary offering . The underwriters function as the brokers of these shares and find buyers among their clients. A price for the shares is determined by careful examination of their value and expected worth. When shares begin trading in a public market , the lead underwriter is enabled to help the shares trade at or above the offering price. When a public offering trades below its offering price,

924-418: Is high demand for an offering, it causes the price of shares of the stock to rise and remain above the offering price. If the underwriters were to close their short position by purchasing shares in the open market, they would incur a loss by purchasing shares at a higher price than the price at which they sold them short. The greenshoe (over-allotment) would now come into play. The company had initially granted

990-603: Is not vital. A government is not required to resign even if it loses the confidence of the Lords and is defeated in key votes in that House. The House of Commons is thus the responsible house . The prime minister is held to account during Prime Minister's Questions (PMQs) which provides an opportunity for MPs from all parties to question the PM on any subject. There are also departmental questions when ministers answer questions relating to their specific departmental brief. Unlike PMQs, both

1056-513: Is priced and those 1.15 million shares are "effective" (become eligible for public trading), the underwriters are able to support and stabilize the offering price bid (also known as the "syndicate bid") by buying back the extra 15% of shares (150,000 shares in this example) in the market at or below the offer price. The underwriters can do this without the market risk of being "long" this extra 15% of shares in their own account, as they are simply "covering" (closing out) their short position. When there

1122-409: Is used to support the share price in the event that the share price falls in the post-IPO aftermarket. In this case, the underwriter buys shares in the open market and then sells them back to the issuer, stabilizing the share price. In certain circumstances, a reverse greenshoe can be a more practical form of price stabilization than the traditional method. The Facebook IPO in 2012 is an example of

1188-704: The 2010 general election , the new Business Secretary in the coalition government , Vince Cable , asked Richard Hooper CBE , the former deputy chairman of Ofcom , to expand on his previous report, to account for EU Directive 2008/6/EC which called for the postal sector to be fully open to competition by 31 December 2012. Based on the Hooper Review Update, the government passed the Postal Services Act 2011 . The act allowed for up to 90% of Royal Mail to be privatised , with at least 10% of shares to be held by Royal Mail employees. As part of

1254-483: The Greater London Authority disputed. Similarly, the monarch is immune from criminal prosecution and may only be sued with his permission (this is known as sovereign immunity ). The sovereign, by law, is not required to pay income tax, but Queen Elizabeth II voluntarily paid it from 1993 until the end of her reign in 2022, and also paid local rates voluntarily. However, the monarchy also received

1320-565: The National Security and Investment Act . The deal will be voted on by shareholders at IDS's annual general meeting in September, with potential government intervention due to national security concerns. The main business segments are: UK Parcels, International, and Letters (UKPIL), General Logistics Systems (GLS) and Group. UKPIL includes the parcel and letter delivery divisions ( Royal Mail and Parcelforce Worldwide brands) in

1386-499: The 2011 act, Postcomm was merged into the communications regulator Ofcom on 1 October 2011, with Ofcom introducing a new simplified set of regulations for postal services on 27 March 2012. On 31 March 2012, the government took over the historic assets and liabilities of the Royal Mail pension scheme, relieving Royal Mail of its huge pensions deficit. On 1 April 2012, Post Office Limited became independent of Royal Mail Group, and

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1452-488: The 72.5% shareholding in the company that Vesa Equity Investment Sarl does not already own. On 10 May 2024, the company changed its name from International Distributions Services to International Distribution Services. On 28 May 2024, the board of International Distribution Services agreed to a £5bn takeover offer from Daniel Křetínský. The offer included commitments to retain the Royal Mail name, brand, UK headquarters, and employee benefits, while being subject to scrutiny under

1518-540: The BIS Committee referring to the Royal Mail share price before, during and after the finalisation of the pay deal with the union. During the presentation of the report, Bailey referred to the underpinning factors of "fear of failure and poor quality advice", and warned that British taxpayers could sustain further losses in the future due to the inclusion of Royal Mail's 'surplus' assets as part of "the most significant privatisation in years". The BIS Committee called on

1584-511: The Crown, who may use them without having to obtain the consent of Parliament. The prime minister also has weekly meetings with the monarch. What is said in these meetings is strictly private; however, they generally involve government and political matters which the monarch has a "right and a duty" to comment on. Such comments are non-binding however and the King must ultimately abide by decisions of

1650-669: The European Parliament are immune from prosecution in EU states under any circumstance. As a consequence, neither EU bodies nor diplomats have to pay taxes, since it would not be possible to prosecute them for tax evasion. When the UK was a member of the EU, this caused a dispute when the US ambassador to the UK claimed that London's congestion charge was a tax, and not a charge (despite the name), and therefore he did not have to pay it—a claim

1716-485: The IPO, 52.2% of Royal Mail had been sold to investors, with 10% given to employees for free. Due to the high demand for shares, an additional 7.8% was sold via an over-allotment arrangement on 8 November 2013. This left the government with a 30% stake in Royal Mail and £1.98bn raised from the sale of shares. The CWU confirmed on 13 October 2013 that strike action would occur in response to the privatisation of Royal Mail, with

1782-490: The London Stock Exchange. Applications for members of the public to buy shares opened on 27 September 2013, ahead of the company's listing on the London Stock Exchange on 15 October 2013. The government was expected to retain between a 37.8% and 49.9% holding in the company. A report on 10 October 2013 revealed that around 700,000 applications for shares had been received by HM Government, more than seven times

1848-408: The Royal Mail but have continued to provide high-quality and expanding services. Royal Mail's chief executive Moya Greene publicly supported Cable, stating that the sale would provide staff with "a meaningful stake in the company", while the public would be able to "invest in a great British institution". On 12 September 2013, a six-week plan for the sale of at least half of the business was released to

1914-777: The UK and overseas, while GLS operates a ground parcel delivery network in Europe, the western US and Canada. Government of the United Kingdom King Charles III [REDACTED] William, Prince of Wales [REDACTED] Charles III ( King-in-Council ) [REDACTED] Starmer ministry ( L ) Keir Starmer ( L ) Angela Rayner ( L ) ( King-in-Parliament ) [REDACTED] Charles III [REDACTED] [REDACTED] [REDACTED] The Lord Reed The Lord Hodge Andrew Bailey Monetary Policy Committee The government of

1980-541: The UK government to publish a list of the preferred investors involved in the sale, including the details of those investors who sold their shareholding. Billy Hayes, general secretary of the CWU, also responded to the BIS report: "The BIS select committee's damning report published today shows the extent of the government's incompetence in the privatisation of Royal Mail." In 2014, the London Assembly voted to call for

2046-580: The United Kingdom , officially His Majesty's Government , abbreviated to HM Government , is the central executive authority of the United Kingdom of Great Britain and Northern Ireland . The government is led by the prime minister (currently Keir Starmer since 5 July 2024) who selects all the other ministers . The country has had a Labour government since 2024. The prime minister Keir Starmer and his most senior ministers belong to

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2112-402: The aftermarket at a price higher than that for which they had sold the shares. On the other hand, if the price of the offering falls below the original offer price, a naked short position gives the syndicate greater power to exert upward pressure on the issue than the greenshoe alone, and this position then becomes profitable to the underwriting syndicate. The underwriters' ability to stabilize

2178-543: The amount stated in the greenshoe, or by selling short shares where there is no greenshoe. It is theoretically possible for the underwriters to naked short sell a large percentage of the offering. The SEC also permits the underwriting syndicate to place stabilizing bids on the stock in the aftermarket . However, underwriters of initial and follow-on offerings in the United States rarely use stabilizing bids to stabilize new issues. Instead, they engage in short selling

2244-438: The amount that were available to the public. Cable stated: "The aim is to place the shares with long-term investors, we are absolutely confident that will happen." At the time of the report, Royal Mail staff continued to ballot regarding potential strike action. The initial public offering (IPO) price was set at 330p, and conditional trading in shares began on 11 October 2013, ahead of the full listing on 15 October 2013. Following

2310-537: The appropriate return to the taxpayer. We agree with the National Audit Office that the Government met its primary objective. On the basis of the performance of the share price to date, it appears that the taxpayer has missed out on significant value. The report also concluded that the "Government over-emphasised the risk" in regard to the industrial relations between the government and the CWU, with

2376-440: The cabinet ministers for the department and junior ministers within the department may answer on behalf of the government, depending on the topic of the question. During debates on legislation proposed by the government, ministers—usually with departmental responsibility for the bill —will lead the debate for the government and respond to points made by MPs or Lords. Committees of both the House of Commons and House of Lords hold

2442-416: The central government. Greenshoe The term is derived from the name of the first company, Green Shoe Manufacturing (now called Stride Rite ), to permit underwriters to use this practice in an IPO. The use of the greenshoe (also known as "the shoe") in share offerings is widespread for two reasons. First, it is a legal mechanism for an underwriter to stabilize the price of new shares, which reduces

2508-411: The charity commissions) are legally more or less independent of the government, and government powers are legally limited to those retained by the Crown under common law or granted and limited by act of Parliament. Both substantive and procedural limitations are enforceable in the courts by judicial review . Nevertheless, magistrates and mayors can still be arrested and put on trial for corruption, and

2574-436: The confidence of the House of Commons. It requires the support of the House of Commons for the maintenance of supply (by voting through the government's budgets) and to pass primary legislation . By convention, if a government loses the confidence of the House of Commons it must either resign or a general election is held. The support of the Lords, while useful to the government in getting its legislation passed without delay,

2640-414: The deal to its members. On 6 February 2014, the CWU confirmed that Royal Mail staff had voted to accept the settlement. Share prices rose by 38% on the first day of conditional trading, leading to accusations that the company had been undervalued. Six months later, the market price was 58% more than the sale price, and peaked as high as 87%. Business Secretary Vince Cable defended the low sale price that

2706-409: The exchequer to be a member of the House of Lords was Lord Denman , who served for one month in 1834. The British monarch is the head of state and the sovereign , but not the head of government . The monarch takes little direct part in governing the country and remains neutral in political affairs. However, the authority of the state that is vested in the sovereign, known as the Crown , remains

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2772-532: The government has powers to insert commissioners into a local authority to oversee its work, and to issue directives that must be obeyed by the local authority if the local authority is not abiding by its statutory obligations. By contrast, as in European Union (EU) member states, EU officials cannot be prosecuted for any actions carried out in pursuit of their official duties, and foreign country diplomats (though not their employees) and foreign members of

2838-766: The government on the statement. When the government instead chooses to make announcements first outside Parliament, it is often the subject of significant criticism from MPs and the speaker of the House of Commons . The prime minister is based at 10 Downing Street in Westminster , London. Cabinet meetings also take place here. Most government departments have their headquarters nearby in Whitehall . The government's powers include general executive and statutory powers , delegated legislation , and numerous powers of appointment and patronage. However, some powerful officials and bodies, (e.g. HM judges, local authorities , and

2904-485: The government to account, scrutinise its work and examine in detail proposals for legislation. Ministers appear before committees to give evidence and answer questions. Government ministers are also required by convention and the Ministerial Code , when Parliament is sitting, to make major statements regarding government policy or issues of national importance to Parliament. This allows MPs or Lords to question

2970-519: The government. Royal prerogative powers include, but are not limited to, the following: While no formal documents set out the prerogatives, the government published the above list in October 2003 to increase transparency, as some of the powers exercised in the name of the monarch are part of the royal prerogative . However, the complete extent of the royal prerogative powers has never been fully set out, as many of them originated in ancient custom and

3036-516: The offering and purchasing in the aftermarket to stabilize new offerings. "Recently, the SEC staff has learned that in the US, syndicate covering transactions have replaced (in terms of frequency of use) stabilization as a means to support post-offering market prices. Syndicate covering transactions may be preferred by managing underwriters primarily because they are not subject to the price and other conditions that apply to stabilization." The only pathway

3102-406: The offering is said to have "broke issue" or "broke syndicate bid". This can create the perception of an unstable or undesirable offering, which can lead to further selling and hesitant buying of the shares. To manage this situation, the underwriters initially oversell ( "short" ) the offering to clients by an additional 15% of the offering size (in this example, 1.15 million shares). When the offering

3168-402: The oversold shares at or below the offering price (to support the stock price), then they would not need to exercise any portion of the greenshoe. If they are able to buy back only some of the shares at or below the offer price (because the stock eventually rises higher than the offer price), then the underwriters would exercise a portion of the greenshoe to cover their remaining short position. If

3234-433: The period of absolute monarchy , or were modified by later constitutional practice. As of 2019, there are around 120 government ministers supported by 560,000 civil servants and other staff working in the 24 ministerial departments and their executive agencies . There are also an additional 20 non-ministerial departments with a range of further responsibilities. In theory, a government minister does not have to be

3300-482: The public; the Communication Workers Union (CWU), representing over 100,000 Royal Mail employees, said that 96% of Royal Mail staff opposed the sell-off. A postal staff ballot in relation to a nationwide strike action was expected to take place in late September 2013. A new holding company, Royal Mail Limited, was established in September 2013, in anticipation of its initial public offering on

3366-515: The renationalisation of Royal Mail. On 4 June 2015, the Chancellor of the Exchequer , George Osborne , announced that the government would sell its remaining 30% stake. A 15% stake was subsequently sold to investors on 11 June 2015, raising £750m, with a further 1% passed to the company's employees. The government completed the disposal of its shareholding on 12 October 2015, when a 13% stake

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3432-402: The risk of their trading below the offer price in the immediate aftermath of an offer—an outcome damaging to the commercial reputation of both issuer and underwriter. Secondly, it grants the underwriters some flexibility in setting the final size of the offer based on post-offer demand for the shares. The greenshoe provides initial stability and liquidity to a public offering. As an example,

3498-475: The sale price issue again on 11 July 2014 after a report was published on that date by the Business, Innovation and Skills (BIS) Committee . Chaired by MP Adrian Bailey , the report concluded: It is clear that the Government met its objectives in terms of delivering a privatised Royal Mail with an employee share scheme. However, it is not clear whether value for money was achieved and whether Ministers obtained

3564-618: The shareholding of Vesa Equity Investment Sarl (a company which Křetínský controls) in International Distributions Services to more than 25%. In 2024, International Distributions Services entered into a multi-year agreement with PayPoint PLC whereby IDS customers will be able to receive parcels to 5,000 Collect+ shops in various locations across the UK, as well as accessing a range of services through PayPoint's retail partners. In April 2024, EP Group (another company controlled by Daniel Křetínský) offered to buy

3630-433: The source of executive power exercised by the government. In addition to explicit statutory authority , the Crown also possesses a body of powers in certain matters collectively known as the royal prerogative . These powers range from the authority to issue or withdraw passports to declarations of war. By long-standing convention, most of these powers are delegated from the sovereign to various ministers or other officers of

3696-666: The sovereign, although this authority is exercised only after receiving the advice of the Privy Council . The prime minister, the House of Lords, the Leader of the Opposition, and the police and military high command serve as members and advisers of the monarch on the Privy Council. In most cases the cabinet exercise power directly as leaders of the government departments , though some Cabinet positions are sinecures to

3762-400: The start of Edward VII 's reign in 1901, by convention, the prime minister has been an elected member of Parliament (MP) and thus answerable to the House of Commons, although there were two weeks in 1963 when Alec Douglas-Home was first a member of the House of Lords and then of neither house. A similar convention applies to the position of chancellor of the exchequer . The last chancellor of

3828-581: The supreme decision-making committee, known as the Cabinet . Ministers of the Crown are responsible to the House in which they sit; they make statements in that House and take questions from members of that House. For most senior ministers this is usually the elected House of Commons rather than the House of Lords . The government is dependent on Parliament to make primary legislation , and general elections are held every five years (at most) to elect

3894-418: The underwriters the ability in the greenshoe clause to purchase from the company up to 15% more shares than the original offering size at the original offering price. By exercising the greenshoe, the underwriters are able to close their short position by purchasing shares at the same price for which they short-sold the shares, so the underwriters do not lose money. If the underwriters are able to buy back all of

3960-441: The underwriters were not able to buy back any portion of the oversold shares at or below the offering price ("syndicate bid") because the stock immediately rose and stayed up, then they would completely cover their 15% short position by exercising 100% of the shoe. The SEC permits the underwriters to engage in naked short sales of the offering. The underwriters create a naked short position either by selling short more shares than

4026-414: The underwriting syndicate has for closing a naked short position is to purchase shares in the aftermarket. Unlike shares sold short related to the greenshoe, the underwriting syndicate risks losing money by engaging in naked short sales. If the offering is popular and the price rises above the original offering price, the syndicate may have no choice but to close a naked short position by purchasing shares in

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4092-456: Was announced that the holding company responsible for both Royal Mail and GLS would change its name to International Distributions Services. The name change was filed with Companies House on 28 September 2022 and registered on 3 October. On 31 October 2022, the Secretary of State for Business, Kwasi Kwarteng , approved a proposal from a Czech billionaire, Daniel Křetínský , to increase

4158-405: Was finalised, saying that the threat of strike action around the time of the sale meant it was a fair price in the circumstances, following questioning from the House of Commons Business Committee in late April 2014. On behalf of both himself and Business Minister Michael Fallon , Cable stated before the committee: "We don't apologise for it and we don't regret it." Cable was required to respond to

4224-434: Was reorganised to become a subsidiary of Royal Mail Holdings, with a separate management and board of directors. A 10-year inter-business agreement was signed between the two companies to allow Post Offices to continue issuing stamps and handling letters and parcels for Royal Mail. The act also contained the option for Post Office Ltd to become a mutual organisation in the future. In July 2013, Cable announced that Royal Mail

4290-471: Was sold for £591m and another 1% was given to employees. In total the government raised £3.3bn from the full privatisation of Royal Mail. As of 13 January 2020, Royal Mail shares are trading below the issue price, as they did throughout all of 2019. On 1 June 2022, it was announced that the company would be demoted from the FTSE 100, and became a constituent of the FTSE 250 Index on 20 June. In July 2022, it

4356-554: Was to be floated on the London Stock Exchange , and confirmed that postal staff would be entitled to free shares. Cable explained his position before the House of Commons : The government's decision on the sale is practical, it is logical, it is a commercial decision designed to put Royal Mail's future on a long-term sustainable business. It is consistent with developments elsewhere in Europe where privatised operators in Austria, Germany and Belgium produce profit margins far higher than

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