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Post by thecyclist on Jul 18, 2015 13:40:43 GMT
What a better informative answer that is. But reading through that the SC could only prevent the dilution of there shareholding if they first got to 25% (which I'm not sure they ever have). So in theory there was protection but actually they could never have enforced that protection. Hence a dilution clause would've been better. The flipside is that had they got to 25% holding and there was a need to raise, say, another £1.5m by issuing new shares then if they agreed to the issue of new shares unless there was some clause offering them free or substancially reduced price shares they would have had no ability to suddenly raise the £375k necessary to prevent there holding being dilution. You are quite correct on your point on the timing of acheiving the minimum 25% and in the draft agreement I wrote, we addressed this by them agreeing to not increase the share capital during that initial period. There was already plenty of room in the newly issued share capital which had been increased tenfold, so there were plenty of "uncalled" shares available. But here it falls apart. There were other clauses around existing directors loans which were being contested by the BoD. It held things up and it was during this period that the SC totally undermined our position by handing cash to the Bod from the rapidly accumulating fund. I remember a fateful meeting in Victoria Station where we concluded the scheme was dead in terms of the vision we had for it. I wanted a scorched earth reaction, but the majority did not, majority on the SS Committee. I continued my gold membership until the Egm of 2004 when the final nail in the coffin of the scheme was acted out when the SC prevented Roger Cooper from being elected. We all know what has happened since. o Wow, it sounds like you were truly at the centre of everything in that period. Who was "we" and what "vision" did you have for it?
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Angas
Joined: May 2014
Posts: 2,068
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Post by Angas on Jul 18, 2015 17:16:14 GMT
Well if: a) the BoD were committed to the Supporters Club getting a 30% blocking shareholding; and b) you were part of the group raising the money they needed to survive Then yes I would expect them to accept a clause so that the Supporters Club holding wouldn't be diluted. I suppose as they didn't (or actually probably they were never asked to) there was a clue in this actually being just a donation scheme. Sadly the supporters that signed up to the scheme believing that it would actually do what it said were badly let down by those who agreed the scheme on their behalf. You are though completely correct that I wasn't involved at all in setting up the sharescheme. We were badly let down by the SC Committee who gave money to the club before we had negotiated the agreement and indeed signed it.
But you are wrong. The share capital was increased by 250,000 to 2,500,000 to create the space for the purchase of 700,000 shares at £5, which created the value of £3.5M we thought the club needed to re capitalise (at that time) To do that you have to hold an EGM of the then current shareholders and pass that resolution, which they did in good faith. They also passed a resolution that no ground could be sold without an EGM resolution. As you know (I think) no EGM resolution can pass without gaining the approval of 75% of the shareholding. Thus the share scheme prevented dilution by that blocking vote. (Because you cannot increase share capital without an EGM resolution) Later in 2006/7 they gave away that blocking ability by voting FOR a resolution that withdrew pre-emption rights from the Articles of Association. But from the outset, in 2002/3, nobody in their right mind would say we would NEVER EVER need to issue new shares, if so, NOBODY IN THEIR RIGHT MIND would insist that pre-emption rights be removed at the point of contract thus denying the share scheme members the first opportunity to maintain their % shareholding. Would you?
"liked" this by mistake. Not that I dislike it.
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Bridgeman
Alfie Biggs
Joined: May 2014
Posts: 3,549
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Post by Bridgeman on Jul 18, 2015 18:12:50 GMT
Something I've noticed about a lot of our threads there's quite often two different dicussions going on in them, quite clever that when you think about it I've found out a hell of a lot more about the Share Scheme though so it's been well worth it......
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Post by Topper Gas on Jul 18, 2015 19:02:55 GMT
This doesn't sound like a club going from strength to strength in fact it sounds completely the opposite, why cut the wage bill after a Wembley Play Off appearance? www.bbc.co.uk/sport/0/football/22975982
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Deleted
Joined: January 1970
Posts: 0
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Post by Deleted on Jul 18, 2015 19:17:26 GMT
This doesn't sound like a club going from strength to strength in fact it sounds completely the opposite, why cut the wage bill after a Wembley Play Off appearance? www.bbc.co.uk/sport/0/football/22975982 I wonder if I'm alone in thinking that the "high profile appointment" is simply some bloke we've never heard of?
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Deleted
Joined: January 1970
Posts: 0
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Post by Deleted on Jul 18, 2015 21:00:00 GMT
We were badly let down by the SC Committee who gave money to the club before we had negotiated the agreement and indeed signed it.
But you are wrong. The share capital was increased by 250,000 to 2,500,000 to create the space for the purchase of 700,000 shares at £5, which created the value of £3.5M we thought the club needed to re capitalise (at that time) To do that you have to hold an EGM of the then current shareholders and pass that resolution, which they did in good faith. They also passed a resolution that no ground could be sold without an EGM resolution. As you know (I think) no EGM resolution can pass without gaining the approval of 75% of the shareholding. Thus the share scheme prevented dilution by that blocking vote. (Because you cannot increase share capital without an EGM resolution) Later in 2006/7 they gave away that blocking ability by voting FOR a resolution that withdrew pre-emption rights from the Articles of Association. But from the outset, in 2002/3, nobody in their right mind would say we would NEVER EVER need to issue new shares, if so, NOBODY IN THEIR RIGHT MIND would insist that pre-emption rights be removed at the point of contract thus denying the share scheme members the first opportunity to maintain their % shareholding. Would you?
"liked" this by mistake. Not that I dislike it. We go back a long way Ann
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Post by CountyGroundHotel on Jul 19, 2015 17:15:49 GMT
What a better informative answer that is. But reading through that the SC could only prevent the dilution of there shareholding if they first got to 25% (which I'm not sure they ever have). So in theory there was protection but actually they could never have enforced that protection. Hence a dilution clause would've been better. The flipside is that had they got to 25% holding and there was a need to raise, say, another £1.5m by issuing new shares then if they agreed to the issue of new shares unless there was some clause offering them free or substancially reduced price shares they would have had no ability to suddenly raise the £375k necessary to prevent there holding being dilution. You are quite correct on your point on the timing of acheiving the minimum 25% and in the draft agreement I wrote, we addressed this by them agreeing to not increase the share capital during that initial period. There was already plenty of room in the newly issued share capital which had been increased tenfold, so there were plenty of "uncalled" shares available. But here it falls apart. There were other clauses around existing directors loans which were being contested by the BoD. It held things up and it was during this period that the SC totally undermined our position by handing cash to the Bod from the rapidly accumulating fund. I remember a fateful meeting in Victoria Station where we concluded the scheme was dead in terms of the vision we had for it. I wanted a scorched earth reaction, but the majority did not, majority on the SS Committee. I continued my gold membership until the Egm of 2004 when the final nail in the coffin of the scheme was acted out when the SC prevented Roger Cooper from being elected. We all know what has happened since. o Cheers for those informative answers Oldie. It does prove everything I've ever believed about the sharescheme, it being just a donation scheme, & how those who paid over good money were completely misled in signing up. Oddly had there been a request for donations I would've been far more likely to have put my hand in my pocket.
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harrybuckle
Always look on the bright side
Joined: May 2014
Posts: 5,430
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Post by harrybuckle on Jul 19, 2015 17:41:48 GMT
You are quite correct on your point on the timing of acheiving the minimum 25% and in the draft agreement I wrote, we addressed this by them agreeing to not increase the share capital during that initial period. There was already plenty of room in the newly issued share capital which had been increased tenfold, so there were plenty of "uncalled" shares available. But here it falls apart. There were other clauses around existing directors loans which were being contested by the BoD. It held things up and it was during this period that the SC totally undermined our position by handing cash to the Bod from the rapidly accumulating fund. I remember a fateful meeting in Victoria Station where we concluded the scheme was dead in terms of the vision we had for it. I wanted a scorched earth reaction, but the majority did not, majority on the SS Committee. I continued my gold membership until the Egm of 2004 when the final nail in the coffin of the scheme was acted out when the SC prevented Roger Cooper from being elected. We all know what has happened since. o Cheers for those informative answers Oldie. It does prove everything I've ever believed about the sharescheme, it being just a donation scheme, & how those who paid over good money were completely misled in signing up. Oddly had there been a request for donations I would've been far more likely to have put my hand in my pocket. I have always considered it a donation to MY CLUB ...the shares are pretty worthless and you do get discount in shop and a share scheme meal once a season. Good to support my Club. Been in the scheme since day one and have continued ever since.
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