Bristol Rovers RUN by its Supporters PLEASE READ

Jul 16, 2015 12:20:08 GMT Til Oi Die said:

And they both then stood down? For being rubbish. Thats just poor. Shouldnt they have ben appointed to the board with a mandate to only vote on material matters after taking a direct mandate from the Supporters Club paying members? Stick it up for the members to vote on and then send the representative into battle.

Was everyone a bit too trusting here?

Are there any provisions that prevent shareholders having a rights issue? Couldnt the remaining share scheme directors call for new equity to be issued as a deeply discounted rights issue? Higgs and Co either stump up cash to stand their corner and not dilute or we absorb their rights and dilute them dowm. As long as the supporters have cash to do this we keep going until they are out or a minority. There is nothing stopping the supporters having a interested party in the shadows funding this..

That made me laugh out loud, thanks for brightening an otherwise dreary day

I wasn't involved, so don't know, but would assume that the way they voted / abstained was agreed with the SC executive?

As for balloting the membership, this is the supporters' club we are talking about, they have just sold 199 without bothering to ask their members.

The 2 reps involved were David Brain, he said at the time that he voted in favour as new shares were needed to allow new board members to join, (obviously it wasn't possible for remaining directors to sell existing shares). He also went on to spout some garbage about how the shares were now better value for money. I didn't understand it then, and 9 years later I still have no idea what he was talking about.

Masters said that he ''removed himself from the process''. Draw your own conclusions.

Neither resigned over the issue.

I think I understand your point about new shares being issued and sold to the SC for a peppercorn sum, but if you were Higgs / Jelf / Ware / Bradshaw, would you want Masters and BSS to hold the balance of power in the boardroom?

Jul 16, 2015 12:39:19 GMT @bambergasgroin said:

That made me laugh out loud, thanks for brightening an otherwise dreary day

I wasn't involved, so don't know, but would assume that the way they voted / abstained was agreed with the SC executive?

As for balloting the membership, this is the supporters' club we are talking about, they have just sold 199 without bothering to ask their members.

The 2 reps involved were David Brain, he said at the time that he voted in favour as new shares were needed to allow new board members to join, (obviously it wasn't possible for remaining directors to sell existing shares). He also went on to spout some garbage about how the shares were now better value for money. I didn't understand it then, and 9 years later I still have no idea what he was talking about.

Masters said that he ''removed himself from the process''. Draw your own conclusions.

Neither resigned over the issue.

I think I understand your point about new shares being issued and sold to the SC for a peppercorn sum, but if you were Higgs / Jelf / Ware / Bradshaw, would you want Masters and BSS to hold the balance of power in the boardroom?

Sorry to those involved but it sounds amateurish. If the SC didn't control the voting actions of its representatives then they have disregarded the rights of its members. Unless people lobbed cash into the SC fund and expressly waived their rights re voting and representation then the SC exec (if there is one) has responsibilities - just as if they were an investor in any other company.

The issuing of new shares to allow others to join is a poor reason. Others could sell down and all existing members should have the right to stand their corner ie a rights issue.

Do the SC members have the ability call the representatives to task over their actions. They should have. If they didn't then none of them have any cause for complaint in the way they were diluted. Sounds like it was set up badly and they took poor advice or were asleep at the wheel.

I wasn't suggesting the SC buying at a peppercorn price, just that any shareholder would at an EGM be able to call for a resolution to issue more equity to capitalise the business. Normally this is done via a rights issue in which all can participate. If the SC stands its corner ie say its 1 new share for every 10 old shares held - so it invests 1/10th of the amount already invested, then all the other directors have to equally match their investment OR they get diluted. They would presumably vote against a rights issue, but at that point they have to explain just how they intend to capitalise the business adequately. We need to remember this is a business and all directors carry fiduciary duty and there are going concern issues that they need to acknowledge and confirm. They'd be in a tight spot. So then there are other ploys to ramp up the pressure.

Do this sort of stuff and have dealt with boards/investors that make this sound like nursery school. Got the scars.

Jul 16, 2015 18:27:47 GMT Til Oi Die said:

Sorry to those involved but it sounds amateurish. If the SC didn't control the voting actions of its representatives then they have disregarded the rights of its members. Unless people lobbed cash into the SC fund and expressly waived their rights re voting and representation then the SC exec (if there is one) has responsibilities - just as if they were an investor in any other company.

The issuing of new shares to allow others to join is a poor reason. Others could sell down and all existing members should have the right to stand their corner ie a rights issue.

Do the SC members have the ability call the representatives to task over their actions. They should have. If they didn't then none of them have any cause for complaint in the way they were diluted. Sounds like it was set up badly and they took poor advice or were asleep at the wheel.

I wasn't suggesting the SC buying at a peppercorn price, just that any shareholder would at an EGM be able to call for a resolution to issue more equity to capitalise the business. Normally this is done via a rights issue in which all can participate. If the SC stands its corner ie say its 1 new share for every 10 old shares held - so it invests 1/10th of the amount already invested, then all the other directors have to equally match their investment OR they get diluted. They would presumably vote against a rights issue, but at that point they have to explain just how they intend to capitalise the business adequately. We need to remember this is a business and all directors carry fiduciary duty and there are going concern issues that they need to acknowledge and confirm. They'd be in a tight spot. So then there are other ploys to ramp up the pressure.

Do this sort of stuff and have dealt with boards/investors that make this sound like nursery school. Got the scars.

There is some historical context to consider.

The boardroom split of 2006 had just happened, a sizeable chunk of shares were still held by directors who had resigned their positions.

Against that backdrop,  maybe you can see why it may not have been ideal from the point of view of the remaining board members to have their equity diluted?

Ref the SC, the executive committee is elected, that provides the mandate for them to vote on behalf of the SC membership.

This is all very old news. I'm sure that Jim would welcome someone with your business expertise onto one of the sub-committees, maybe you can effect change from the inside?

Jul 16, 2015 18:57:03 GMT @bambergasgroin said:

There is some historical context to consider.

The boardroom split of 2006 had just happened, a sizeable chunk of shares were still held by directors who had resigned their positions.

Against that backdrop,  maybe you can see why it may not have been ideal from the point of view of the remaining board members to have their equity diluted?

Ref the SC, the executive committee is elected, that provides the mandate for them to vote on behalf of the SC membership.

This is all very old news. I'm sure that Jim would welcome someone with your business expertise onto one of the sub-committees, maybe you can effect change from the inside?

Thanks for explaining the history Bamber. To someone uninvolved, it frankly sounds like a mess ... and probably irretrievable in its current configuration. The problem lies with the board mechanisms to deal with disaffected shareholders/directors, The boards relationship with the SC and in how the SC is run itself (there should always be 'excluded matters' from any mandate that requires the representative to revert back to the membership these usually entail the issuance of new shares, placing the company into administration/bankruptcy, appointment of Chairman etc.)

Change from inside though? It sounds like a basket-case. Its a new broom that's required - ideally one that sees the value of supporters involvement. Looks like efforts should be directed at buying the 26 (?) blocking vote from existing directors and then 'encouraging' a new investor to the table.

I'll watch this with interest. If I can add something I will. The right approach and I'll put my hand in my pocket even.