| Question about the legality of the club's sale 14:52 - Feb 3 with 5405 views | Swanseaman |
It's been stated that those who sold the majority of the club to the Americans, had signed heads of terms with them several weeks before the trust were informed.
And that the trust met up with Levien for the very first time on April 16, but later on that that same day, the club's sale was announced by the BBC. Also that Jenkins and the Yanks are on record stating that the trust had been kept out of loop.
My question is: How long after the trust were informed of the impending sale, was it sold - or how long after the trust were shown heads of terms did they get to meet with Levien.
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| Question about the legality of the club's sale on 14:55 - Feb 3 with 5377 views | QJumpingJack |
The Americans were in the Bournemouth board room in March 2016 (the game we lost).
The announcement was made minutes after we beat Chelsea in April 2016 - the win that afternoon all but made sure we were safe. |  | | |
| Question about the legality of the club's sale on 15:06 - Feb 3 with 5321 views | Swanseaman |
| Question about the legality of the club's sale on 14:55 - Feb 3 by QJumpingJack |
The Americans were in the Bournemouth board room in March 2016 (the game we lost).
The announcement was made minutes after we beat Chelsea in April 2016 - the win that afternoon all but made sure we were safe. |
Were the trust given enough time to do checks on the Americans to make sure they were happy with the sale - which was the main purpose of the trust, the reason they were put in place was to prevent the club ever being sold to any dodgy owners again.
How many weeks were the trust made aware of the sale before it was sold. And if they had been given more time, would they have been able to prevent the sale from going through. | |
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| Question about the legality of the club's sale on 15:12 - Feb 3 with 5288 views | SomethingRandom |
There seems to be a misunderstanding... the club wasn't sold to the Americans. There was a sale of shares by some of the owners. Shares are privately owned and Subject to any private agreements with rights of pre-emption or first refusal, a shareholder can sell to whoever they want. It just so happens that enough shareholders wanted to sell hence the Americans bought 67% | |
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| Question about the legality of the club's sale on 15:19 - Feb 3 with 5272 views | Swanseaman |
| Question about the legality of the club's sale on 15:12 - Feb 3 by SomethingRandom |
There seems to be a misunderstanding... the club wasn't sold to the Americans. There was a sale of shares by some of the owners. Shares are privately owned and Subject to any private agreements with rights of pre-emption or first refusal, a shareholder can sell to whoever they want. It just so happens that enough shareholders wanted to sell hence the Americans bought 67% |
I'm looking to find out exactly how long the trust had made aware of the sale of the majority club shares to the Americans, before the sale was made final.
Did they only have a day to check out who they were, a week, a month.
And if they could have tried to stop club share sales, would they have succeeded, or was there nothing they could do about it. | |
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| Question about the legality of the club's sale on 15:26 - Feb 3 with 5219 views | exiledclaseboy |
| Question about the legality of the club's sale on 15:19 - Feb 3 by Swanseaman |
I'm looking to find out exactly how long the trust had made aware of the sale of the majority club shares to the Americans, before the sale was made final.
Did they only have a day to check out who they were, a week, a month.
And if they could have tried to stop club share sales, would they have succeeded, or was there nothing they could do about it. |
The trust was first made aware of the sale in March 2016. Details at the link.
https://www.swanstrust.co.uk/2016/10/20/trust-members-forum-address/ |  |
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| Question about the legality of the club's sale on 06:01 - Feb 4 with 4862 views | Phil_S |
It was 9th April (not 16th) - the day we played CHelsea at home. The story broke that night but there had been no hint on it hitting the press. Jenkins blamed Levien for releasing it, Levien blamed Jenkins.
The Trust had been informed around 10 days before that a sale was in the offing and three key things happened the day after we were informed
1. We requested to meet Levien
2. We asked the other shareholders to share with us the terms of the deal
3. We advised ALL other shareholders that we may be prepared to sell shares if the terms were right (and of course this would have been subject to shareholder approval)
This was done in writing with a copy sent to all other shareholders.
Could the Trust have prevented the sale? Technically no as it was a partial sale of shares. However, what we were never given the chance to do was complete due diligence in the same way we had on Moores and Noell (and it seemed this was also a due diligence that the selling shareholders did not want to do themselves) and therefore were never able to form a complete opinion prior to the sale on whether this would have been right or wrong for Swansea City.
The narrative that some (sellers) would like you to believe was that we had chance to "get involved" which just ignores the fact that Levien admitted he was told not to talk to the Trust (he clearly isn't blameless in this) and Jenkins own admission (in writing) that they elected to keep the Trust out of the discussions
On the same day as we met with Levien we also met with Martin Morgan who was the one who bought up the information about potential Chinese interest
The links posted by Clasey and 3wan give much more detail
This post has been edited by an administrator |  | | |
| Question about the legality of the club's sale on 11:29 - Feb 4 with 4613 views | Swanseaman |
Thanks for the info:
It’s an unusual case. Swansea city supporters trust were founded because the club had been taken over by an unscrupulous owner. There were 1000’s of Swansea City Supporters who all got together and the trust was started up.
The businessmen who became involved to put money in to buy shares, were all involved with the trust and no doubt were members of the trust.
One of the trusts main purposes was to protect the supporters interests and prevent anything like the Tony Petty days from ever happening again.
I’ve had a look for information on the internet to show this more clearly, but I can’t find much information that clearly states the trust objective to protect against selling to any reckless owners.
So even though in my mind, and no doubt in many other Swansea City fans minds, one of the trusts main jobs was to prevent any sale ever happening that was deemed as a ‘bad sale’.
But that is exactly what has happened. The problem is that there is nothing in writing, no written agreements put on place with the club, showing that the trust would do due diligence checks and look into any prospective buyers, and that only with the trusts approval should any sale take place.
From a law perspective, the shareholders legally did not have to have any approval from the trust.
What the trust would have to prove, is that there was an unwritten agreement, where the trust were actively doing due diligence checks on prospective buyers.
Think of it this way: if Swansea City have employed someone to do a certain job, and a part of their job, involved certain duties. It may not have been written down in any type of agreement, but it’s what they were verbally told to do, and they had verbally agreed to do it.
So the way I see it, a BIG part of the trusts job, was to make sure any potential sale would only be approved to any new owners who would help the progress of the club. If the trust had concerns, and did not agree with the sale, the sellers would have look elsewhere.
It was a verbal agreement, most Swansea city supporters have been aware that the trust was place to prevent our club from ever ending up in the wrong hands again. But for some reason, the club decided to go against any verbal or unwritten agreement with the trust, and even go so far as to make the trust powerless and useless.
Witnesses for the trust are the 1000’s of Swansea City fans who attended various meetings and were completely under the impression that the trust had powers to prevent and dodgy dealing from ever happening.
Evidence actually shows that the trust was in fact doing this job, they actively prevented a previous sale that they did due diligence checks on, and they deemed as not suitable for our club.
The way the that the trust were treated by Jenkins and the new shareholders, signing over voting rights, and rendering the trust as completely powerless, will never look good in any court of law.
Trust websites, and trust information should be update to strongly include that they are in place to protect the club form being taken over by owners who do not have the interests of the club at heart.
I’ve had a look, and all I’ve found is:
The Role Of The Trust
Swans Trust has a daily input into the football club through our Supporter Director. It has been agreed within the shareholders agreement that this directorship cannot be removed irrespective of future dilution of the shares through further issue. Currently the Trust is the third biggest shareholder in the club with 19.99% shareholding.
Trust involvement at the club aside from day to day duties has included
31) Involvement in acting on supporter issues with both club and stadium management
Aims of the Swans Trust are:
To have elected representation on the Board of Swansea City Football Club
To maintain and increase a stake in the club
To represent the needs and aims of our members at all times
I also found an interesting Supporters direct proposal sent to parliament, where David Bernstein said that: for supporters trusts' own protection there were "some boards that they may better not be on" for what he termed "obvious corporate reasons". This could be a reference both to financial risk and the possibility that a duplicitous owner might use a minority share-owning supporters trust to lend legitimacy to his actions. Link http://publications.parliament.uk/pa/cm201012/cmselect/cmcumeds/792/79209.htm [Post edited 4 Feb 2019 11:38]
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| Question about the legality of the club's sale on 13:26 - Feb 4 with 4502 views | SomethingRandom |
The sale to the Yanks only went through in July - Levien and Kaplan became directors 21st July.
The trust ultimately couldn't have stopped the sale of shares by Morgan et al, the Trust's only alternative would have been to buy the shares. | |
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| Question about the legality of the club's sale on 13:53 - Feb 4 with 4429 views | Swanseaman |
| Question about the legality of the club's sale on 13:26 - Feb 4 by SomethingRandom |
The sale to the Yanks only went through in July - Levien and Kaplan became directors 21st July.
The trust ultimately couldn't have stopped the sale of shares by Morgan et al, the Trust's only alternative would have been to buy the shares. |
The trust were made aware of the prospective buyers on the 9th April. On the 21st July the sale had gone through.
16th May, with both Dai and Richard Major representing our interests. At this meeting Dai outlined our position around our ideal option being to retain our stake and influence at the football club, however in order to achieve that then key protections would need to be granted to ensure both parties could work together. Again, discussions were positive, however no agreement was reached. At this time, it was agreed that it was now time for our respective legal teams to start working together.
18th July. This draft term sheet suggested many things but some of the key points include:
Protection of the Trust’s stake in the football club and, if that cannot be achieved, a path to agreeing a sale of all or part of the Trust’s stake;
Veto rights over decisions that could affect the long-term security of the football club (e.g. excessive debt, issuing new shares);
The right to appoint a second director to the board of the football club to better protect the interest of our members;
Removal of any directors whose shareholding was below 5%;
No dividends to be issued without consent;
This process also highlighted something else that was a concern to us, and that was that the selling shareholders had warranted to the buyers that the Shareholders Agreement that had bound us since 2002 was not valid.
Given that we have copies of correspondence and board meeting minutes going back over the last 14 years that confirms the sellers repeatedly acknowledged and stated this agreement was binding, this was something we were shocked by
Jason Levien when he was in Swansea to conclude the deal for the football club around the 21st July, and we subsequently arranged a call for the 25th to discuss further. Just 10 minutes before this call, Chris Farnell sent us a document agreed between the buyers and the other remaining shareholders detailing a new Shareholders Agreement. Needless to say, this was the first we were aware of this new document, we have not and will not sign it, and we continue to operate under the terms of the original Shareholders Agreement.
It was at this time that the reality of what the selling shareholders and buyers had agreed became fully clear. Whilst some previous shareholders retained a small stake in the football club, they had largely signed over their voting rights to the buyers. That meant that the buyers had control of over 75% of the voting rights of the football club. Along with the collusion and deception, it was particularly disappointing to see the levels to which our former business partners had stooped.
The 2002 Shareholders Agreement is valid and the sellers should not have warranted otherwise. The actions of the selling shareholders amounts to a clear breach of contract. We have asked out Barrister to assess what claims we have against the Sellers as a result.
While the passing of the new Articles of Association without our consent does not invalidate them, the failure to comply with notice provisions means that the directors are guilty of a criminal offence. | |
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| Question about the legality of the club's sale on 13:56 - Feb 4 with 4418 views | airedale |
Hell of a job to do due diligence on the 28 people who bought the shares though! |  | | |
| Question about the legality of the club's sale on 14:24 - Feb 4 with 4377 views | Swanseaman |
With 3.5 months made available to the trust, that does seem a reasonable amount of time for due diligence checks, so I'm not sure the trust could really argue against that one.
It's a clear case of invalidating any influence the supporters trust had in the club.
The trust wanted to insure guarantees that they were able to protect the interests of the club, and to continue as they have been (which is why the trust was formed in the first place).
The trust were actively trying to make sure that they would be able to work alongside the new owners, and continue to have a say in the running of the club - to protect the clubs interests.
But instead of making sure the trust had the same amount of influence as they always had, they were made completely powerless.
The sale was very underhanded, they were deliberately excluded from discussions. To treat the trust that way, after all the the trust have done for the club is unforgivable.
I've read one part that is very similar to what the Americans are once again trying to say:
'on the morning of the clash with Chelsea last April and myself, Huw, David Little and Richard Major were present at that meeting. This was our first chance to understand what Jason’s thoughts were for the football club, and whilst talks were not detailed or conclusive, the meeting was not negative. At this time we could only take Jason Levien’s words that “I want to work with the Trust” at face value.'
They were saying that they wanted to 'work with the Trust', all talk but no action. Now they are repeating the same things again. | |
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| Question about the legality of the club's sale on 14:34 - Feb 4 with 4355 views | Jonathans_coat |
| Question about the legality of the club's sale on 13:56 - Feb 4 by airedale |
Hell of a job to do due diligence on the 28 people who bought the shares though! |
The sellers didn’t even know who the 28 were it seems!
That’s the level of due dilligence they did. They sold the club without actually knowing who they were selling to. All they knew, was they had the money to pay.
The kicker is the voting rights. They sold more than 75% of the voting rights for only 68% of the shares. Meaning the yanks have almost Carte Blanche, and ensures the trust could never reach the magic 25%. This was (and still is) an unforgivable betrayal. |  | | |
| Question about the legality of the club's sale on 14:40 - Feb 4 with 4335 views | Swanseaman |
The way that the shares were sold, and keeping the trust out of the loop, making out that the Shareholders Agreement (that had been in force since 2002) was not valid. Failure to comply with notice provisions when passing the new Articles of Association - all illegalities.
Everything that could be done to disable the trusts ability to protect the interests of Swansea City Football Club, was done. And the actions of the sellers of the shares and the buyers drastically reduced the value of the trusts shares overnight.
Certainly looks like a lot of illegal dealings I'd say. [Post edited 4 Feb 2019 14:42]
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