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[cheshire cat]

Thanks for that explanation. I must say I share your concerns regarding who turns out to be the new owner.

It's not the case that anyone is better than no-one in my opinion.

[Mrs Warbouys]

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 

It Hardly matters, if we go bump so be if, we've sunk That low we'd only take a matter of seasons to get back to here anyway, and might get a couple of exciting seasons out of it, celebrating winning football matches rather than celebrating balance sheets. Over 90% of the countries reformed football clubs in the last 15 years are sat above us in the pyramid

[JTH]

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  

It Hardly matters, if we go bump so be if, we've sunk That low we'd only take a matter of seasons to get back to here anyway, and might get a couple of exciting seasons out of it, celebrating winning football matches rather than celebrating balance sheets. Over 90% of the countries reformed football clubs in the last 15 years are sat above us in the pyramid

Not owning the ground has always been a god send (who just mentioned Maunders?) and the restrictive covenant on the lease with the Council has helped too. This of course can always be lifted, but haven't the club now got a sitting tenant on part of the ground with a 70 odd year lease? And a charity at that? Good luck to any unscrupulous residential/with luxury gym developer with that one. If there is a red and white knight my money's on a football ego man, always risky and all my Presbyterian genes scream against. That said the RO campaign should be used as a means of securing supporters involvement in decision making from hereon in and as Hughesy says how much further have we got to fall anyway?

[Matt Taylor]

Regardless of the tragic circumstances in which this had to be announced, I'm actually amazed at how badly this has been explained to the fans by the club this week. The official press release (again) lead heavily with promotion of the community activities, and with no additional explanation, supporters have been left to read between the lines, worry, argue, and then attempt to explain it all to each other.
The sooner we can get new people into the club the better. A YES vote at the EGM makes this much more achievable. Voting NO, or telling people to block it, is madness - although perhaps understandable given the lack of clarity.

We've survived on good-will, coffee mornings and raffles for too long now, and the business model has failed. Badly. This is the time to move this club forward and unlock it's full potential, and hopefully putting 51% of the football club up for sale will bring the right people in to help set us on that course.

[PukkaPieman]

Matt
I dont think the model has failed, it was some very bad decsions that got us in this dreadful position.

But I do think the model isnt competitive enough in this new world of highly funded non league clubs, as good as the principle is.
And for once, I do agree with you that this might just help us find what you call "the right people" to come in.
The right people would also recognise what a healthy prospect the club is and the community aspects are at the forefront of that, nothing done in that regard has been wasted at all.

Ian

[Jimmy]

Good post by Pete before surely not to many left in the careful what you wish for camp

[Ballers]

Why now? a share issue has been raised a few times over the years and has always been rejected. This despite the need for investment.
Why do the shares go in Rowley's name?
Are there investors in the pipeline?
What if investors are not found, does Rowley keep the shares forever?
Why is our aim only the Conference National, surely we want to progress as far as we can? Investors love ambition and there is no reason we couldn't get to the Football League with the right amount of investment aligned with a sound business plan.

1. It should have happened years ago, the fact it hasn't is neither here nor there now. Why now? I'd say because we're at defcon 1 aren't we?
2. Because Rowley has had t persuade Kingy to sign them over for safe keeping, he's not going to just sign them over to whoever
3. No one ever said there was but like I say, they're not going to be sat on the bench outside Barneys on the off chance they can but the club. At least now they will have the opportunity to come forward
4. You are absolutely correct but I think it's baby steps. If we said we had ambitions to do a Burton you'd attract barmpots

[Ballers]

I think I might be missing something here .. or am I?

What the current position seems to be is that rather than, as we were led to believe, there was some substantial investment looming in the background, shareholders are being asked to sell/transfer their shares to GR's name so that the club will be a great investment for someone?
Then we are being asked to 'spread the word' to try and FIND an investor?

I know I might be a potty old pensioner but that seems a bit rum to me! There must be more to it than that. What have I missed? 

You've missed nothing as far as I can discern (albeit I'm another potty pensioner) and your summing up nails it perfectly for me.

Nope, no one said there was investment at the ready. What was said was that a bit of corporate unity was needed for some negotiations to take place. Wow betide anyone betraying Kingy's confidence! I think Alty supporters using their judgement and contacts to attract possible investment is a good thing isn't it? Although Dom McGuinesses group appear to be in the case also.

[cheshire cat]

I have no problem with what is planned to happen.

I'm a bit curious as to why there ended up being a two week delay in making the announcement. The reason offered was that there were a few things that needed to be ironed out but it all looks straight forward to me.

Can't help wondering if this is Plan B.

[Graham Bennetts Perm]

Can anyone who knows the legal ins and outs of these matters confirm whether the Board of Directors can approve a sale of shares on this scale without the say so of the shareholders, or do the Directors have to recommend the sale to shareholders, and shareholders have the final decision?
The former would be a major worry in my view.

[TheCultOfIanTunnacliffe]

Can anyone who knows the legal ins and outs of these matters confirm whether the Board of Directors can approve a sale of shares on this scale without the say so of the shareholders, or do the Directors have to recommend the sale to shareholders, and shareholders have the final decision?
The former would be a major worry in my view.

I don't pretend to be proficient as regards the legal intricacies but my reading of the following resolution (as specified on the letter that was sent to shareholders by the club this week) is that the decision to approve/accept any offer to purchase those 117,000 shares in the club (and thereby gain control of 51% of its shareholding) rests entirely with the Board of Directors and does not require any consultation with the club's shareholders:


Resolution 4 - To authorise the allotment and issue of the aforementioned 117,000 voting shares

The passing of this ordinary resolution would give the Directors of the Club the authority to authorise the allotment and issue of the aforementioned 117,000 "voting" (following reclassification) shares as and when they see fit and in the interests of the club.

This means that when a suitable investor approaches the club, the Directors would be able to complete the transaction for the benefit of the club.

______________________________________________________________________________________________________________________________


Hope that helps...

[ManagementGuru]

Looking at the postings on this thread, the biggest unknown and concern appears to be (to paraphrase) "what happens to any unsold shares?  Are they held and exercised by the board on behalf of the club?"  Recognising this concern, we asked our legal advisors through this process to give us a definitive response and this afternoon we have received this from them:

------------------------------

If the relevant resolutions are passed, the shares will be bought back by the company and held in treasury.
 
The Club’s name must be entered into the Club’s register of members as the member holding those shares.
 
The Club must not exercise any right (e.g. right to attend and vote at meetings) in respect of those shares and any purported exercise of such a right would be void. Treasury shares do not carry a right to receive dividends or other distributions of assets (including a distribution of assets on a winding up).
 
Therefore, treasury shares themselves have limited value. However, the advantage of having treasury shares is that they are effectively shares in hibernation i.e. on the shelf ready so when an appropriate investor comes along, they can be allotted accordingly.Provided the relevant resolution is passed,the directors will be authorised to allot the 117,000 treasury shares as and when they see fit and to be in the interests of the Club. Otherwise, you could cancel the shares in the meantime. However, when an investor comes along, you would need to create that vehicle of investment first increasing the share capital and then obtaining authority to issue and allot more shares.

----------------------------

This says that until they are sold, they bestow no benefits on the holder of the shares - in this case the club.  So there is no "inbuilt majority" for the board as a consequence of the shares existing and they will only become relevant once they have been bought when they effectively become the equivalent of any other issued share.  I hope this helps explain the situation

[Matt Taylor]

Matt
I dont think the model has failed, it was some very bad decsions that got us in this dreadful position.

But I do think the model isnt competitive enough in this new world of highly funded non league clubs, as good as the principle is.
And for once, I do agree with you that this might just help us find what you call "the right people" to come in.
The right people would also recognise what a healthy prospect the club is and the community aspects are at the forefront of that, nothing done in that regard has been wasted at all.

Ian

Hi Ian.

I didn't expect you to agree (and I don't personally think there is any problem when people do have different opinions...), but it feels to me that, as a football club, we've been rowing against the tide for years.

We may have dropped very dramatically very quickly over the past 18 months, which means the finger can be pointed at severe individual mis-judgement, but we've been the footballing equivalent of the "Just About Managing" since the turn of the century (and with very valid reason for a number of those years). Hopefully this is our chance to be much more than that moving forward.

Matt.

[Graham Bennetts Perm]

Can anyone who knows the legal ins and outs of these matters confirm whether the Board of Directors can approve a sale of shares on this scale without the say so of the shareholders, or do the Directors have to recommend the sale to shareholders, and shareholders have the final decision?
The former would be a major worry in my view.

I don't pretend to be proficient as regards the legal intricacies but my reading of the following resolution (as specified on the letter that was sent to shareholders by the club this week) is that the decision to approve/accept any offer to purchase those 117,000 shares in the club (and thereby gain control of 51% of its shareholding) rests entirely with the Board of Directors and does not require any consultation with the club's shareholders:


Resolution 4 - To authorise the allotment and issue of the aforementioned 117,000 voting shares

The passing of this ordinary resolution would give the Directors of the Club the authority to authorise the allotment and issue of the aforementioned 117,000 "voting" (following reclassification) shares as and when they see fit and in the interests of the club.

This means that when a suitable investor approaches the club, the Directors would be able to complete the transaction for the benefit of the club.

______________________________________________________________________________________________________________________________


Hope that helps...

Indeed it does. On that basis, I'd have to vote against resolution 4.

[Ballers]

Can anyone who knows the legal ins and outs of these matters confirm whether the Board of Directors can approve a sale of shares on this scale without the say so of the shareholders, or do the Directors have to recommend the sale to shareholders, and shareholders have the final decision?
The former would be a major worry in my view.

I don't pretend to be proficient as regards the legal intricacies but my reading of the following resolution (as specified on the letter that was sent to shareholders by the club this week) is that the decision to approve/accept any offer to purchase those 117,000 shares in the club (and thereby gain control of 51% of its shareholding) rests entirely with the Board of Directors and does not require any consultation with the club's shareholders:


Resolution 4 - To authorise the allotment and issue of the aforementioned 117,000 voting shares

The passing of this ordinary resolution would give the Directors of the Club the authority to authorise the allotment and issue of the aforementioned 117,000 "voting" (following reclassification) shares as and when they see fit and in the interests of the club.

This means that when a suitable investor approaches the club, the Directors would be able to complete the transaction for the benefit of the club.

______________________________________________________________________________________________________________________________


Hope that helps...

Indeed it does. On that basis, I'd have to vote against resolution 4.

On what basis? As someone who holds otherwise pretty worthless shares (I don't know anyone who has paid more than a nominal fee for theirs) who thinks they are becoming more worthless.

Or as someone who doesn't trust the board of directors to sell to an appropriate person?

I might add that effectively Grahame Rowley and friends and family comfortably hold the current largest majority of shares so it's hardly emboldening his power base. I expect the goodbye Rowley group main job going forward will be holdin then to account re the sale.

I'm not sure I understand why you'd vote against?