Peter Parker
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Post by Peter Parker on Mar 26, 2018 12:12:33 GMT
So was just going to have a look at the accounts again and came across this (not uploaded yet)
resolution of allotment of securities
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Cheshiregas
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Post by Cheshiregas on Mar 26, 2018 12:51:00 GMT
So was just going to have a look at the accounts again and came across this (not uploaded yet) resolution of allotment of securitiesThe document will be released in 5 days so should know more then. Just noticed that the charge to Dwane Sports is maxed out at £10,000,000.
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Peter Parker
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Post by Peter Parker on Mar 26, 2018 13:00:09 GMT
So was just going to have a look at the accounts again and came across this (not uploaded yet) resolution of allotment of securitiesThe document will be released in 5 days so should know more then. Just noticed that the charge to Dwane Sports is maxed out at £10,000,000. the credit facility was increased to £15m however.
Terry, a bit above my knowledge, but do you know what "resolution of allotment of securities" (bit above my pay grade as it were) but seems to revolve around of the issue/creation of new shares or a conversion of some sort
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Cheshiregas
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Post by Cheshiregas on Mar 26, 2018 15:49:53 GMT
The document will be released in 5 days so should know more then. Just noticed that the charge to Dwane Sports is maxed out at £10,000,000. the credit facility was increased to £15m however.
Terry, a bit above my knowledge, but do you know what "resolution of allotment of securities" (bit above my pay grade as it were) but seems to revolve around of the issue/creation of new shares or a conversion of some sort
You are right PP. Discussed with a colleague who is an accountant to make sure I was getting it right and it can refer to - ~ the allocation of shares, as in a new issue by number and/or type ~ the allocation as in a list of the types/numbers of shares a company issues ~ a change in the allocation of shares between shareholders, and so on However if there is a new issue this would be governed by the Memorandum & Articles of Association of the Company which might need a Board Resolution to change (i.e. to increase capital) and any new offer would have to be made to existing shareholders as their shareholdings might be diluted. Interesting that Dwane have underwritten up to £15 million but only have a charge for £10 million so effectively they are taking the extra £5 million unsecured..... if they lend the club that much.
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Peter Parker
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Post by Peter Parker on Mar 26, 2018 16:15:24 GMT
the credit facility was increased to £15m however.
Terry, a bit above my knowledge, but do you know what "resolution of allotment of securities" (bit above my pay grade as it were) but seems to revolve around of the issue/creation of new shares or a conversion of some sort
You are right PP. Discussed with a colleague who is an accountant to make sure I was getting it right and it can refer to - ~ the allocation of shares, as in a new issue by number and/or type ~ the allocation as in a list of the types/numbers of shares a company issues ~ a change in the allocation of shares between shareholders, and so on However if there is a new issue this would be governed by the Memorandum & Articles of Association of the Company which might need a Board Resolution to change (i.e. to increase capital) and any new offer would have to be made to existing shareholders as their shareholdings might be diluted. Interesting that Dwane have underwritten up to £15 million but only have a charge for £10 million so effectively they are taking the extra £5 million unsecured..... if they lend the club that much. So it could be an issue of ordinary (or preference shares at x%) and some of the loan(s) converted into those
I assume the resolution was brought up at the AGM, but surprised not mentioned in dispatches by anyone that was there, unless it just flew over everyone's heads
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Cheshiregas
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Post by Cheshiregas on Mar 26, 2018 16:37:21 GMT
By issuing shares they may be able to get around the fair play financing regulations for clubs at this level. However it does mean that there would be a longer term commitment and if they charge interest it is a way of getting payment back from their investment.
Issuing any form of shares is a way of raising cash for the company.The issuance of shares rather than additional borrowing would indicate a longer term commitment that just lending money. If you are building infrastructure such as The Colony or a stadium then either increased capital or longer term funding is a way of ensuring that you have the money available to complete the project.
It will be interesting to see what it is although knowing the Gas it won't be anything too exciting no doubt!
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Angas
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Post by Angas on Mar 26, 2018 17:16:06 GMT
So do I take it that there are still unissued shares. The 92% that the new owners purchased on takeover was issued shares only? I can't remember how many unissued shares there were at that time - quite a lot iirc.
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Post by droitwichgas on Mar 26, 2018 19:30:22 GMT
By issuing shares they may be able to get around the fair play financing regulations for clubs at this level. However it does mean that there would be a longer term commitment and if they charge interest it is a way of getting payment back from their investment. Issuing any form of shares is a way of raising cash for the company.The issuance of shares rather than additional borrowing would indicate a longer term commitment that just lending money. If you are building infrastructure such as The Colony or a stadium then either increased capital or longer term funding is a way of ensuring that you have the money available to complete the project. It will be interesting to see what it is although knowing the Gas it won't be anything too exciting no doubt! Can they charge the club interest if they buy shares? I suppose this could be away to give Rovers money to build the colony, I also assume lending money to the club could become an issue if it exceeds the asset value if it's bank rather than ALQ money?
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Cheshiregas
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Post by Cheshiregas on Mar 27, 2018 8:21:21 GMT
Issuing any form of shares is a way of raising cash for the company.The issuance of shares rather than additional borrowing would indicate a longer term commitment that just lending money. If you are building infrastructure such as The Colony or a stadium then either increased capital or longer term funding is a way of ensuring that you have the money available to complete the project. Can they charge the club interest if they buy shares? I suppose this could be away to give Rovers money to build the colony, I also assume lending money to the club could become an issue if it exceeds the asset value if it's bank rather than ALQ money? As far as I can see the company, BRFC 1883 Ltd currently has shares issued of ~ 8,173,446 ordinary voting shares of 10p each (£817,345) The following shares which are cumulative redeemable preference non-voting shares 135,500 A £1 preference shares which pay dividends of 3% over base rate 41,000 B £1 preference shares which pay dividends of 2.5% over base rate 160,000 C £1 preference shares which pay dividends of 2.0% over base rate I believe in the past some holders of the preference shares have not taken their dividends/interest owed to them by the club. The company is authorised to issue £3,000,000 of ordinary shares (30,000,000 shares of 10p each) and up to £1,500,000 (of £1 each) preference shares. The directors could chose to issue more shares but they would need to offer the new shares on the same basis to all shareholders i.e. the share scheme and other remaining shareholders. If a bank was to lend them the money then they would want to rank ahead of Dwane Sports so that they would be guaranteed to get their money back first. Other than an overdraft I would imagine the bank are not lending to the company as they have no charge over assets.
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Post by splitter on Mar 27, 2018 16:06:01 GMT
The directors could chose to issue more shares but they would need to offer the new shares on the same basis to all shareholders i.e. the share scheme and other remaining shareholders. I thought that pre-emption rights were removed some time ago. I'm sure it caused quite a stir at the time as the Supporters club director (David Brain) voted for the motion which is how we came to the situation of the Supporters club shareholding being diluted.
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Peter Parker
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Post by Peter Parker on Mar 27, 2018 16:21:41 GMT
The directors could chose to issue more shares but they would need to offer the new shares on the same basis to all shareholders i.e. the share scheme and other remaining shareholders. I thought that pre-emption rights were removed some time ago. I'm sure it caused quite a stir at the time as the Supporters club director (David Brain) voted for the motion which is how we came to the situation of the Supporters club shareholding being diluted. get confused with the timeline of everything
That was the EGM, but did that lead to (or was it before) that the Share Scheme could buy a 50p share for every £5 one that they purchased? (if I remember that correctly)
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Angas
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Post by Angas on Mar 27, 2018 18:54:19 GMT
From memory it was all at the same time. Seems to be confirmed by this from Companies House (I notice resolution 2 is the same as the one you're puzzling over at the minute - don't know if that throws any light on anything).
28 Nov 2006 Resolutions Resolution of removal of pre-emption rights This document is currently unavailable, a copy can be ordered from the Contact Centre. Telephone +44 (0)303 1234 500. There is a £3.00 charge per document. 28 Nov 2006 Resolutions Resolution of allotment of securities This document is currently unavailable, a copy can be ordered from the Contact Centre. Telephone +44 (0)303 1234 500. There is a £3.00 charge per document. 28 Nov 2006 Resolutions Resolution of increasing authorised share capital
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