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[HashtagAlty]

I think it's the fact that RowleyOut were protesting Grahame going.

They agree to stop this because of a deal to bring investment in.

This investment is yet to happen, just the ability for it to happen.

[Brian Flynn]

I hope I can add something to the debate which might alleviate som of the concerns which have been expressed in this thread.

Before I do, I will declare my interest. I am a long time supporter who regularly attends home and away matches and who owns 10 ordinary voting shares in the club. I am not related to, affiliated to or a personal friend of any board member or any other club representative.

I have some experience with company law but am not a qualified expert so stand to be corrected on any of the following.

The purpose of this initiative is to create the opportunity for significant investment into the club by making a large number of shares available. Furthermore, the intention seems to be to make a controlling interest available to a single individual or corporate investor.

There are currently 232,000 shares in the club. 117,000 of those shares are owned by John King. This would be a controlling share but for the fact that they are designated as non-voting shares. Ownership and control of the club therefore rests with the owners of the remaining 115,000 voting shares. There are some 250+ of these shareholders including board members (past &present), sponsors, fans like me, former Australian international cricketers etc.  The spread of ownership of the voting shares is such that no individual can exercise control of the club.

If the proposed course of action is to go ahead,the first thing which will happen is that the 117,000 non voting shares will be transferred from John King to Graham Rowley. This will be a private transaction between individuals, so is not something which can be voted on or affected by other shareholders.  This does not put control of the club in Graham Rowley's hands because they remain non-voting shares at this time. Graham Rowley is then willing to sell the 117,000 shares back to the club for £1.00. A buy-back of share capital like this requires the support of the voting shareholders, so we are asked to pass a resolution to make this happen.  If the buy back happens, the shares will no longer belong to Graham Rowley.

We the shareholders are then asked to pass a resolution to convert the 117,000 non-voting shares into voting shares. A crucial point to understand is that if the buy-back takes place, the 117,000 shares will be held by the club "in treasury". In simple terms, the club as a company cannot own shares in itself. Even if we accept to convert the 117,000 shares to voting shares, neither the board or the existing shareholders can utilise them as voting shares to exercise any control of the club. In effect these shares will be dormant until they are allocated to a new shareholder(s).

The next step will be pass a resolution to change the Articles of Association, basically the rules that govern how the club is run. The rules currently say that any issue of share capital by the club must first be offered proportionately to the existing shareholders. This would defeat the object which is to attract a new investor with the potential controlling stake of 117,000 voting shares.

Finally, we are asked to allow the directors to allocate the 117,000 shares as and when they see fit, to the benefit of the club. The goal appears to be to attract an investor to buy the controlling share. Whether a prospective buyer has been lined up, I know not. Whether this is a good idea or not is a matter of opinion. An investor with a controlling share would have the power determine the make up of the board including the chairman.

Sorry for the long post but hope it helps.

That's a very clear, detailed & helpful explanation....thank you.

[Nom de plume]

I hope I can add something to the debate which might alleviate som of the concerns which have been expressed in this thread.

Before I do, I will declare my interest. I am a long time supporter who regularly attends home and away matches and who owns 10 ordinary voting shares in the club. I am not related to, affiliated to or a personal friend of any board member or any other club representative.

I have some experience with company law but am not a qualified expert so stand to be corrected on any of the following.

The purpose of this initiative is to create the opportunity for significant investment into the club by making a large number of shares available. Furthermore, the intention seems to be to make a controlling interest available to a single individual or corporate investor.

There are currently 232,000 shares in the club. 117,000 of those shares are owned by John King. This would be a controlling share but for the fact that they are designated as non-voting shares. Ownership and control of the club therefore rests with the owners of the remaining 115,000 voting shares. There are some 250+ of these shareholders including board members (past &present), sponsors, fans like me, former Australian international cricketers etc.  The spread of ownership of the voting shares is such that no individual can exercise control of the club.

If the proposed course of action is to go ahead,the first thing which will happen is that the 117,000 non voting shares will be transferred from John King to Graham Rowley. This will be a private transaction between individuals, so is not something which can be voted on or affected by other shareholders.  This does not put control of the club in Graham Rowley's hands because they remain non-voting shares at this time. Graham Rowley is then willing to sell the 117,000 shares back to the club for £1.00. A buy-back of share capital like this requires the support of the voting shareholders, so we are asked to pass a resolution to make this happen.  If the buy back happens, the shares will no longer belong to Graham Rowley.

We the shareholders are then asked to pass a resolution to convert the 117,000 non-voting shares into voting shares. A crucial point to understand is that if the buy-back takes place, the 117,000 shares will be held by the club "in treasury". In simple terms, the club as a company cannot own shares in itself. Even if we accept to convert the 117,000 shares to voting shares, neither the board or the existing shareholders can utilise them as voting shares to exercise any control of the club. In effect these shares will be dormant until they are allocated to a new shareholder(s).

The next step will be pass a resolution to change the Articles of Association, basically the rules that govern how the club is run. The rules currently say that any issue of share capital by the club must first be offered proportionately to the existing shareholders. This would defeat the object which is to attract a new investor with the potential controlling stake of 117,000 voting shares.

Finally, we are asked to allow the directors to allocate the 117,000 shares as and when they see fit, to the benefit of the club. The goal appears to be to attract an investor to buy the controlling share. Whether a prospective buyer has been lined up, I know not. Whether this is a good idea or not is a matter of opinion. An investor with a controlling share would have the power determine the make up of the board including the chairman.

Sorry for the long post but hope it helps.

That's a very clear, detailed & helpful explanation....thank you.

Ditto

[Jimmy Hill]

I hope I can add something to the debate which might alleviate som of the concerns which have been expressed in this thread.

Before I do, I will declare my interest. I am a long time supporter who regularly attends home and away matches and who owns 10 ordinary voting shares in the club. I am not related to, affiliated to or a personal friend of any board member or any other club representative.

I have some experience with company law but am not a qualified expert so stand to be corrected on any of the following.

The purpose of this initiative is to create the opportunity for significant investment into the club by making a large number of shares available. Furthermore, the intention seems to be to make a controlling interest available to a single individual or corporate investor.

There are currently 232,000 shares in the club. 117,000 of those shares are owned by John King. This would be a controlling share but for the fact that they are designated as non-voting shares. Ownership and control of the club therefore rests with the owners of the remaining 115,000 voting shares. There are some 250+ of these shareholders including board members (past &present), sponsors, fans like me, former Australian international cricketers etc.  The spread of ownership of the voting shares is such that no individual can exercise control of the club.

If the proposed course of action is to go ahead,the first thing which will happen is that the 117,000 non voting shares will be transferred from John King to Graham Rowley. This will be a private transaction between individuals, so is not something which can be voted on or affected by other shareholders.  This does not put control of the club in Graham Rowley's hands because they remain non-voting shares at this time. Graham Rowley is then willing to sell the 117,000 shares back to the club for £1.00. A buy-back of share capital like this requires the support of the voting shareholders, so we are asked to pass a resolution to make this happen.  If the buy back happens, the shares will no longer belong to Graham Rowley.

We the shareholders are then asked to pass a resolution to convert the 117,000 non-voting shares into voting shares. A crucial point to understand is that if the buy-back takes place, the 117,000 shares will be held by the club "in treasury". In simple terms, the club as a company cannot own shares in itself. Even if we accept to convert the 117,000 shares to voting shares, neither the board or the existing shareholders can utilise them as voting shares to exercise any control of the club. In effect these shares will be dormant until they are allocated to a new shareholder(s).

The next step will be pass a resolution to change the Articles of Association, basically the rules that govern how the club is run. The rules currently say that any issue of share capital by the club must first be offered proportionately to the existing shareholders. This would defeat the object which is to attract a new investor with the potential controlling stake of 117,000 voting shares.

Finally, we are asked to allow the directors to allocate the 117,000 shares as and when they see fit, to the benefit of the club. The goal appears to be to attract an investor to buy the controlling share. Whether a prospective buyer has been lined up, I know not. Whether this is a good idea or not is a matter of opinion. An investor with a controlling share would have the power determine the make up of the board including the chairman.

Sorry for the long post but hope it helps.

For the hard of thinking on here, if you don't understand what is being explained in this post it's probably for the best that you throw your voting papers straight in the bin. Otherwise you'll end up looking like York Alty...

This is the best opportunity to give the club a new direction in living memory, a vote against it is a vote in favour of the status quo.

[Graham Bennetts Perm]

If this is indeed the process proposed, then it's a yes from me, although if there is a proposed investor waiting in the wings, which I doubt, then shareholders should be given that information too.

[markecky2]

Unless I'm missing something, this isn't one of a number of proposals around that we can all choose from.

I'm not sure there is a blunt option of "get out of our club ROWLEY today, just go now, overnight." despite how many times it gets hammered into a keyboard.  Which would then be followed by some people being very pleased and then a lot of people looking at each and waiting for someone else to do something. 

If this goes through the door is open.  People who want to come in can actually do so and instead of the money going into someones pocket it goes directly into the football club, thus making the opportunity even more attractive to them (and to us as fans I'd say).

There may be parties out there that are interested but at present there is little incentive for them to get involved. They would just become frustrated by essentially working for others (as directors have in the past) who neither match their commitment or input but still hold all the cards. 

If you're voting no then to me you are voting to keep the club as it is, maybe hoping that something else will come along?  Sounds more dangerous to me than whose name something is in temporarily.

[Toff Apple]

I'm assuming the transaction does not leave the club £117,000 out of pocket and into individual hands, am i right?

[bighairedmike]

I'm assuming the transaction does not leave the club £117,000 out of pocket and into individual hands, am i right?

The non-voting shares cost £1 in total, not each. It's a nominal fee that has to be paid for legal reasons.

[Teasierbeaver]

I hope I can add something to the debate which might alleviate som of the concerns which have been expressed in this thread.

Before I do, I will declare my interest. I am a long time supporter who regularly attends home and away matches and who owns 10 ordinary voting shares in the club. I am not related to, affiliated to or a personal friend of any board member or any other club representative.

I have some experience with company law but am not a qualified expert so stand to be corrected on any of the following.

The purpose of this initiative is to create the opportunity for significant investment into the club by making a large number of shares available. Furthermore, the intention seems to be to make a controlling interest available to a single individual or corporate investor.

There are currently 232,000 shares in the club. 117,000 of those shares are owned by John King. This would be a controlling share but for the fact that they are designated as non-voting shares. Ownership and control of the club therefore rests with the owners of the remaining 115,000 voting shares. There are some 250+ of these shareholders including board members (past &present), sponsors, fans like me, former Australian international cricketers etc.  The spread of ownership of the voting shares is such that no individual can exercise control of the club.

If the proposed course of action is to go ahead,the first thing which will happen is that the 117,000 non voting shares will be transferred from John King to Graham Rowley. This will be a private transaction between individuals, so is not something which can be voted on or affected by other shareholders.  This does not put control of the club in Graham Rowley's hands because they remain non-voting shares at this time. Graham Rowley is then willing to sell the 117,000 shares back to the club for £1.00. A buy-back of share capital like this requires the support of the voting shareholders, so we are asked to pass a resolution to make this happen.  If the buy back happens, the shares will no longer belong to Graham Rowley.

We the shareholders are then asked to pass a resolution to convert the 117,000 non-voting shares into voting shares. A crucial point to understand is that if the buy-back takes place, the 117,000 shares will be held by the club "in treasury". In simple terms, the club as a company cannot own shares in itself. Even if we accept to convert the 117,000 shares to voting shares, neither the board or the existing shareholders can utilise them as voting shares to exercise any control of the club. In effect these shares will be dormant until they are allocated to a new shareholder(s).

The next step will be pass a resolution to change the Articles of Association, basically the rules that govern how the club is run. The rules currently say that any issue of share capital by the club must first be offered proportionately to the existing shareholders. This would defeat the object which is to attract a new investor with the potential controlling stake of 117,000 voting shares.

Finally, we are asked to allow the directors to allocate the 117,000 shares as and when they see fit, to the benefit of the club. The goal appears to be to attract an investor to buy the controlling share. Whether a prospective buyer has been lined up, I know not. Whether this is a good idea or not is a matter of opinion. An investor with a controlling share would have the power determine the make up of the board including the chairman.

Sorry for the long post but hope it helps.

Ahhhh, finally some clarity. That certainly clears up a few things! As others have said this is a no brainer, we must do it.

I think whats really clear now is that the act of putting the shares into trust and employing a trusted company to manage the investment search is actually a relatively selfless act by GR and he should be commended for it. It might not repair some of the damage done to the club but it gives an opportunity that is the biggest thing that has happened to the club since John King took those shares on.

This is indeed exciting.

When is the EGM?

[TheCultOfIanTunnacliffe]

I hope I can add something to the debate which might alleviate som of the concerns which have been expressed in this thread.

Before I do, I will declare my interest. I am a long time supporter who regularly attends home and away matches and who owns 10 ordinary voting shares in the club. I am not related to, affiliated to or a personal friend of any board member or any other club representative.

I have some experience with company law but am not a qualified expert so stand to be corrected on any of the following.

The purpose of this initiative is to create the opportunity for significant investment into the club by making a large number of shares available. Furthermore, the intention seems to be to make a controlling interest available to a single individual or corporate investor.

There are currently 232,000 shares in the club. 117,000 of those shares are owned by John King. This would be a controlling share but for the fact that they are designated as non-voting shares. Ownership and control of the club therefore rests with the owners of the remaining 115,000 voting shares. There are some 250+ of these shareholders including board members (past &present), sponsors, fans like me, former Australian international cricketers etc.  The spread of ownership of the voting shares is such that no individual can exercise control of the club.

If the proposed course of action is to go ahead,the first thing which will happen is that the 117,000 non voting shares will be transferred from John King to Graham Rowley. This will be a private transaction between individuals, so is not something which can be voted on or affected by other shareholders.  This does not put control of the club in Graham Rowley's hands because they remain non-voting shares at this time. Graham Rowley is then willing to sell the 117,000 shares back to the club for £1.00. A buy-back of share capital like this requires the support of the voting shareholders, so we are asked to pass a resolution to make this happen.  If the buy back happens, the shares will no longer belong to Graham Rowley.

We the shareholders are then asked to pass a resolution to convert the 117,000 non-voting shares into voting shares. A crucial point to understand is that if the buy-back takes place, the 117,000 shares will be held by the club "in treasury". In simple terms, the club as a company cannot own shares in itself. Even if we accept to convert the 117,000 shares to voting shares, neither the board or the existing shareholders can utilise them as voting shares to exercise any control of the club. In effect these shares will be dormant until they are allocated to a new shareholder(s).

The next step will be pass a resolution to change the Articles of Association, basically the rules that govern how the club is run. The rules currently say that any issue of share capital by the club must first be offered proportionately to the existing shareholders. This would defeat the object which is to attract a new investor with the potential controlling stake of 117,000 voting shares.

Finally, we are asked to allow the directors to allocate the 117,000 shares as and when they see fit, to the benefit of the club. The goal appears to be to attract an investor to buy the controlling share. Whether a prospective buyer has been lined up, I know not. Whether this is a good idea or not is a matter of opinion. An investor with a controlling share would have the power determine the make up of the board including the chairman.

Sorry for the long post but hope it helps.

Ahhhh, finally some clarity. That certainly clears up a few things! As others have said this is a no brainer, we must do it.

I think whats really clear now is that the act of putting the shares into trust and employing a trusted company to manage the investment search is actually a relatively selfless act by GR and he should be commended for it. It might not repair some of the damage done to the club but it gives an opportunity that is the biggest thing that has happened to the club since John King took those shares on.

This is indeed exciting.

When is the EGM?

Thursday, 15th June 2017.

[Leon]

The question I would have for GR at the EGM, were I able to attend, is how would he ideally like all this to play out now? Is he hoping that one individual or group will buy all the shares and take over the chairmanship of the club? Or that various people will buy shares and perhaps join the board but he will continue as chairman? Or is he secretly hoping there won't be that much interest in buying them after all?

On the business of the shares being temporarily in GR's name, I think that's been put to bed now. But yet again it shows how unaware the board seems to be of how many, many fans feel about our chairman. Couldn't it have been someone else? At the very least, they should have anticipated and pre-empted the reaction there's been to that bit of the proposal.

I think all Altrincham fans, pro or anti Rowley, should be supporting these resolutions. But those of us who want GR in time to stand down as chairman will need to find out what his overall intentions are and make absolutely sure that, if someone does come forward to take over the club, he doesn't block it just to save his own skin.

 

[Ladies Supporter]

Perhaps, playing Devils advocate, we should consider with whom John King is prepared to "work" on this?

Would there have been such a rumpus had JK been inclined to transfer them into the name of someone else?

Knowing JK and the affection in which he holds the Club I strongly believe that he will do only what he thinks is most beneficial for the Club

[Teasierbeaver]

Its irrelevant anyway. If what was said is true that the shares will be non-voting shares whilst with GR and then held in trust, i.e. not with GR, once they are converted to voting shares then it doesn't make sense for the shares to sit with anyone else.

[cheshire cat]

It's before my time so I have to ask the Question. How did John King end up with so many "non-voting" shares and why are they non-voting?

[PukkaPieman]

It's before my time so I have to ask the Question. How did John King end up with so many "non-voting" shares and why are they non-voting?

It was a vehicle for a tax write off when Maunders was persuaded to donate his voting shares (76.1%) to the new board in 1995. His accountant offset 117K of losses against his tax return!
The shares have no value at all. They now just provide a simpler way of creating new shares for the club in order that any new investment goes to the club rather than shareholders who sell their own,... but these  are useless until shareholders approve their conversion to voting shares, thus the need for an EGM.

I will be voting yes,... however my only concern is at present it would be very difficult (indeed probably impossible) for a new investor to obtain a controlling stake, whereas once converted we would rely only on the board to approve the "sale" of the club to someone, who may not, it might turn out have good long term intentions.

On balance, my view is that the fan owned community model, albeit laudable, appears not capable in the current football world of keeping us at the top end of the pyramid.
So, I would welcome external investment, however I would want to be absolutely CERTAIN that if someone came in who wanted 51% of the club, that he could be trusted with OUR CLUB.
Fortunately, as we dont own the ground, it would be most unlikely that an asset stripper would want to be involved, so someone like the new owner of Barrow would be good,... dont hold yopur breath