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Interesting Trust Email 20:09 - Jun 29 with 139824 viewsNeath_Jack

Regarding the options open to us.

It's going to cause some massive debate on here i reckon

I want a mate like Flashberryjacks, who wears a Barnsley jersey with "Swans are my second team" on the back.
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Interesting Trust Email on 14:18 - Jul 2 with 2527 viewsNookiejack

Interesting Trust Email on 12:22 - Jul 2 by NOTRAC

That is my opinion? Even with success the Trust would have a lot of money but no shares and a greatly reduced influence. If litigation failed ,the Trust would struggle to exist.


The Trust will have no influence as soon as the 'drag' rights are taken up.

A judge is most likely to rule that the Trust should have been made seem offer as the other shareholders - this is the most equitable judgement. Why wouldn't the judge make this ruling?

You never know with certainty though.
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Interesting Trust Email on 14:23 - Jul 2 with 2526 viewsmax936

Interesting Trust Email on 09:20 - Jul 2 by Uxbridge

Of course they don't want to go to court. People seem to think it's because they'd lose, but I'd think the upheaval is as likely a reason. It's an offer to keep the peace as much as anything I'd wager.

The Trust have done little but assess offers and discuss what it could and couldn't accept. I don't think not understanding the offer is a factor here.


So its an offer to keep the "peace" and the Trust are recommending that the members accept it, Dear Me.

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Interesting Trust Email on 14:26 - Jul 2 with 2519 viewsPokerface

Interesting Trust Email on 14:01 - Jul 2 by NOTRAC

The answer is that if the Trust won the shares would be replaced with cash.As far as I am aware the purpose of that cash would be to rescue the club if needs arose. If we were in such a position that would be a catastrophe having regard to where the club is at present.
If we lost our present funds would be greatly reduced by court costs.Our shares would be of little or no value as their value as a bargaining instrument would have been exposed.


If we lose I don't see 21 % ownership of a Premier league club as being of little or no value.

If we win then 21 million in bank ( a proper fighting fund) and positions of certain board members becoming questionnable to say the least.

The proposal being put forward by the Trust is my least favoured from the 3 options. Just an opinion.

I don't for one minute think Trust will go to court. They are doing everything not to. The most onesided arguments being put forward.

I find it incredible that no one from the Trust can put forward a fair and balanced view. Never known an organisation work this way. It is coming across as a close shop. Yeh I know a vote is due. If change happens I will be shocked. Heck of a coincidence that all Trust board agree whereas fans have rightly duffering views to each other. Health debate.

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Interesting Trust Email on 14:28 - Jul 2 with 2512 viewsMyFinalHeaven

Interesting Trust Email on 14:11 - Jul 2 by Nookiejack

Yes I totally 'hope' for success.

But being objective as a starting point look at our finishing league position last season with potential sales of Siggy and Llorente (so we lose all our golas and assists).

Relegation next season will be out of:-

Huddersfield
Brighton
Newcastle
Us
Burnley
Watford
Bournemouth

3 out of 7 chance. (42% chance of relegation next season (the bookies are quoting a 2/1 chance ( 33% chance)) but that is for next season - what about for the next 5 seasons.

Bournemouth have just made £40m of investment in Defoe and Ake - an it wouldn't surprise me if they invested more with their rich owner. So are likely to keep ahead of us.

Maybe Paul Clement will be even better next season but then you still can't take away random factors - such as a string of injuries to best players.

I think therefore from an objective point of view -one does need to assess probability range of each outcome.

Taking into your account your point that going down the litigation route does not guarantee success in court and Trust would then be in a weak position. (Really don't think though a judge would leave a minority shareholder without any minority protections - unable to ever sell their shares under the new articles).


You're crazy for thinking that somehow only 7 teams have a chance of getting relegated next season. Especially your omission of Palace, who finished level with us on points (41). Same goes for Stoke and West Brom who have aging squads full of deadwood.

The only "untouchables" are the top 7 (Chelsea, Spurs, Man City, Man U, Liverpool, Arsenal, and Everton). There's a clear separation between that group and the rest of the league, as evidenced by the 15 point gap between 7th and 8th last season. Everyone else is fair game for relegation as far as I'm concerned, save for maybe Southampton.

Come on you Swans.

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Interesting Trust Email on 14:34 - Jul 2 with 2488 viewsShaky

Interesting Trust Email on 14:01 - Jul 2 by NOTRAC

The answer is that if the Trust won the shares would be replaced with cash.As far as I am aware the purpose of that cash would be to rescue the club if needs arose. If we were in such a position that would be a catastrophe having regard to where the club is at present.
If we lost our present funds would be greatly reduced by court costs.Our shares would be of little or no value as their value as a bargaining instrument would have been exposed.


Not necessarily true, Notrac.

There is an alternative scenario where the club stays in the Prem but the seemingly inexorable rise in Sky TV money tails off and perhaps even starts to reverse. Few things in life are inevitable and we all know how factors like kodi and streaming are putting pressure on Sky Sports core business.

Kaplan is a flipper, somebody who buys with the expectation of selling on at a profit x years down the line, and in such a situation he might well view Swansea as dead money worth maybe £80-140 million.

If the Trust have in the region of £25 million in the bank (the 21.1% stake is worth **£23 million** at the stated £110 valuation) they would be in a prime position to mount a takeover of the club, for example by leading a consortium of financial investors purely looking for a passive investment. There's plenty of those about, all you need is a professional management team and they are also quite easy to come by.

Then you effectively have the Trust controlling a still successful club with a stake of somewhere in the region of 20%. There are numerous instances where such a situaiton equates to effective corporate control!

Furthermore, the fact that the Trust would exist with that kind of financing power would make them very hard to ignore in any future M&A transaction in the club. IT would be a no brainer for Kaplan to approach them if he was thinking of selling to see what kind of offer they could put together. Equally anybody thinking of buying would be likely to consider an approach to explore a co-investment.

The reality is that kind of money puts the Trust in the driving seat in the next phase of Swansea's ownership, whereas the proposed deal in all probability locks them into a pre-ordained course of action determined by Kaplan at his sole discretion.

As I said before you have to play the long game here and think strategically; hope for the best but plan for the worst.

Misology -- It's a bitch
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Interesting Trust Email on 14:34 - Jul 2 with 2487 viewsmax936

Interesting Trust Email on 13:59 - Jul 2 by harryhpalmer

They are not going to give us more of a say than we had under the last regime.

Which as we didn't have 25% ...


Well at least contest their offer with an offer of our own, all this has come about because of the selfish actions of Jenkins and co, that's what keeps digging away at me, but the Yanks are/were completely complicit in the sellers actions themselves and here we are seemingly acting like the second class citizens that they think we are.
[Post edited 2 Jul 2017 14:36]

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Interesting Trust Email on 14:40 - Jul 2 with 2457 viewsNookiejack

Interesting Trust Email on 14:28 - Jul 2 by MyFinalHeaven

You're crazy for thinking that somehow only 7 teams have a chance of getting relegated next season. Especially your omission of Palace, who finished level with us on points (41). Same goes for Stoke and West Brom who have aging squads full of deadwood.

The only "untouchables" are the top 7 (Chelsea, Spurs, Man City, Man U, Liverpool, Arsenal, and Everton). There's a clear separation between that group and the rest of the league, as evidenced by the 15 point gap between 7th and 8th last season. Everyone else is fair game for relegation as far as I'm concerned, save for maybe Southampton.


Yes agreed I should definitely have included Palace maybe West Brom.

Stoke have the Bet365 money behind them (i..e the Peter Coates family)

So say 3 out 9 = 33% chance which is the same as the bookies assessment.
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Interesting Trust Email on 15:15 - Jul 2 with 2404 viewsDafyddHuw

Interesting Trust Email on 23:35 - Jul 1 by londonlisa2001

Ux - it has nothing to do with faith or a lack of faith in Dai's ability as a lawyer. I am questioning whether there is a legal mechanism to enforce a tag right under Delaware law for a company that the Trust has no shares in if shares in that company are sold when no sale has occurred of the subsidiary in question.

And the reason the Americans would choose to enforce the drag rights are because it is sometimes easier, cleaner, or more valuable to sell 100% of a company than to sell 79% with a difficult shareholder. If they didn't give a stuff they wouldn't have made it part of the deal.

The whole point of this discussion is pointing out that depending on the nature of the tag, the Americans have total control over the sale of the Trust's shares. If it suits them, they can enforce the drag, if it doesn't, they sell Swansea Football LLC instead of Swansea City 2002 Ltd. and the tag is never triggered.


Sorry to bump Lisa's post, but it is exceptional quality.

I wish you were leading these negotioations Lis.

The worst part of a very bad deal is the concession of the drag rights. If we give the Yanks permissdion to sell our shares to anybody they choose, whenever they choose, then we're dead in the water. Why are we conceding this? Is this some sort of red line that the Yanks won't cross? We need to be told.

The biggest disappointment for me is the continuing naivety of the Trust board. They're probably this naive because they're very nice people with excellent intentions, but little experience of fighting sharks. They continue to believe that the Yank leopard can/has changed it's spots, despite continuous proof to the contrary (even very recently, as a trivial example, of ticket pricing for Sampdoria - and this is with supposed Trust influence on Yank thinking)..
The Yanks started off with no moral compass whatsoever, being totally complicit in the way the club was bought/sold, and we're now supposed to believe that they've had a 180 degree turnaround in character and are now the Trust's new best friend. Does anybody really believe that they're making this offer if we hadn't benn told that we had a very strong case for litigation?

Also, the cases for the three options being put by the Trust board is pretty much totally one-sided. Yes, they've declared their preference, but surely their duty now is tro answer questions and explain EVENLY, in as much detail as possible the ramifications of each option. Aren't we now in a period of p[urdah? I really don't think that it reflects well on the Trust board that some of those members are using PS to push one particular side of the argument at the cost of the other options. At the very least that's morally wrong.

I'm not saying that the Trust board are doing this on purpose, but by keeping information/publicity/expalanation to a minimum, the Trust is playing into the hands of the vast majority of members who are prepared to go along with a deal, simply because they don't have any full arguements to hand for each option. The result of the vote is a foregone conclusion for me. Unfortunately.
[Post edited 2 Jul 2017 15:21]
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Interesting Trust Email on 15:31 - Jul 2 with 2372 viewsharryhpalmer

Interesting Trust Email on 14:11 - Jul 2 by Nookiejack

Yes I totally 'hope' for success.

But being objective as a starting point look at our finishing league position last season with potential sales of Siggy and Llorente (so we lose all our golas and assists).

Relegation next season will be out of:-

Huddersfield
Brighton
Newcastle
Us
Burnley
Watford
Bournemouth

3 out of 7 chance. (42% chance of relegation next season (the bookies are quoting a 2/1 chance ( 33% chance)) but that is for next season - what about for the next 5 seasons.

Bournemouth have just made £40m of investment in Defoe and Ake - an it wouldn't surprise me if they invested more with their rich owner. So are likely to keep ahead of us.

Maybe Paul Clement will be even better next season but then you still can't take away random factors - such as a string of injuries to best players.

I think therefore from an objective point of view -one does need to assess probability range of each outcome.

Taking into your account your point that going down the litigation route does not guarantee success in court and Trust would then be in a weak position. (Really don't think though a judge would leave a minority shareholder without any minority protections - unable to ever sell their shares under the new articles).


they spent £15m on Jordan Ibe last season. He has been far from a success.

Just because you chuck money at a club doesn't guarantee success. Leeds and Pompey, the prime examples.

If that was the case, we'd never had got anywhere near the PL!

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Interesting Trust Email on 15:51 - Jul 2 with 2333 viewsDarran

The biggest thing in all this for me is the fact that Huw Jenkins (and others) can't be brought to task.
The last thing I am is an expert on company law etc but this last few days the one thing I can't get out of my head is the fact he could ride rough shode over a companies share holders agreement and nothing can be done about it.

Perhaps I'm being naive here but just like many stories I've read in the Evening Post over the years where company directors have been caught syphoning off money I was expecting that there'd be repercussions where he'd be fined and banned from being a company director for x-amount of years.

What am I missing?

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Interesting Trust Email on 15:53 - Jul 2 with 2333 viewsShaky

Interesting Trust Email on 15:51 - Jul 2 by Darran

The biggest thing in all this for me is the fact that Huw Jenkins (and others) can't be brought to task.
The last thing I am is an expert on company law etc but this last few days the one thing I can't get out of my head is the fact he could ride rough shode over a companies share holders agreement and nothing can be done about it.

Perhaps I'm being naive here but just like many stories I've read in the Evening Post over the years where company directors have been caught syphoning off money I was expecting that there'd be repercussions where he'd be fined and banned from being a company director for x-amount of years.

What am I missing?


That white collar crime usually pays.

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Interesting Trust Email on 16:15 - Jul 2 with 2313 viewsMyFinalHeaven

Interesting Trust Email on 14:40 - Jul 2 by Nookiejack

Yes agreed I should definitely have included Palace maybe West Brom.

Stoke have the Bet365 money behind them (i..e the Peter Coates family)

So say 3 out 9 = 33% chance which is the same as the bookies assessment.


Just because a team is backed with a lot of money that doesn't mean they're immune to relegation. When QPR and Aston Villa were in the PL they spent loads in the transfer market and were in the top 10 in wage bills and look how they ended up.

Come on you Swans.

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Interesting Trust Email on 16:32 - Jul 2 with 2289 viewsharryhpalmer

Interesting Trust Email on 15:51 - Jul 2 by Darran

The biggest thing in all this for me is the fact that Huw Jenkins (and others) can't be brought to task.
The last thing I am is an expert on company law etc but this last few days the one thing I can't get out of my head is the fact he could ride rough shode over a companies share holders agreement and nothing can be done about it.

Perhaps I'm being naive here but just like many stories I've read in the Evening Post over the years where company directors have been caught syphoning off money I was expecting that there'd be repercussions where he'd be fined and banned from being a company director for x-amount of years.

What am I missing?


revenge is a dish best served cold.

I would assume all of the potential Company Law angles that Lisa has mentioned in the past have been investgated, so a contractual situation is out only avenue - and that takes big nose and his compadres out of the equation, pretty much, unless they get stung by the Warranty (but that's not a given).

So cutting our noses off just to get at those arehats is not the way to go.

We have plenty of time and long memories to ensure they get their just desserts.

Making life very uncomfortable for them attending games is the best. because they all seem to still want to bask in the glory,

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Interesting Trust Email on 16:33 - Jul 2 with 2286 viewsharryhpalmer

Interesting Trust Email on 16:15 - Jul 2 by MyFinalHeaven

Just because a team is backed with a lot of money that doesn't mean they're immune to relegation. When QPR and Aston Villa were in the PL they spent loads in the transfer market and were in the top 10 in wage bills and look how they ended up.


yep, and if they loose their manager, and have a mare with their next appointment (Bob-esque level), they can crash an burn whether they spend 20 or 100m on a player.

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Interesting Trust Email on 16:44 - Jul 2 with 2273 viewsDJack

Interesting Trust Email on 14:34 - Jul 2 by Shaky

Not necessarily true, Notrac.

There is an alternative scenario where the club stays in the Prem but the seemingly inexorable rise in Sky TV money tails off and perhaps even starts to reverse. Few things in life are inevitable and we all know how factors like kodi and streaming are putting pressure on Sky Sports core business.

Kaplan is a flipper, somebody who buys with the expectation of selling on at a profit x years down the line, and in such a situation he might well view Swansea as dead money worth maybe £80-140 million.

If the Trust have in the region of £25 million in the bank (the 21.1% stake is worth **£23 million** at the stated £110 valuation) they would be in a prime position to mount a takeover of the club, for example by leading a consortium of financial investors purely looking for a passive investment. There's plenty of those about, all you need is a professional management team and they are also quite easy to come by.

Then you effectively have the Trust controlling a still successful club with a stake of somewhere in the region of 20%. There are numerous instances where such a situaiton equates to effective corporate control!

Furthermore, the fact that the Trust would exist with that kind of financing power would make them very hard to ignore in any future M&A transaction in the club. IT would be a no brainer for Kaplan to approach them if he was thinking of selling to see what kind of offer they could put together. Equally anybody thinking of buying would be likely to consider an approach to explore a co-investment.

The reality is that kind of money puts the Trust in the driving seat in the next phase of Swansea's ownership, whereas the proposed deal in all probability locks them into a pre-ordained course of action determined by Kaplan at his sole discretion.

As I said before you have to play the long game here and think strategically; hope for the best but plan for the worst.


Please make sure that you are sitting down safely as I'm about to shock you...






















Thank you for your input into this thread. More especially the polite way in which you've disagreed and corrected people (well not all, you've still given poor old Uxbridge some of the old Shakey :-) ). It makes for a good thread and is needed on such an important topic.

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Interesting Trust Email on 18:01 - Jul 2 with 2186 viewsNeathJack

Can someone please explain this drag along proposal in language that even Lister can understand?

For instance, would I be right in saying that if the Trusts remaining shares following the partial sale proposed are party to this drag along clause, then the Trust would have no way of stopping them being sold as part of a takeover?
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Interesting Trust Email on 18:06 - Jul 2 with 2176 views3swan

Interesting Trust Email on 18:01 - Jul 2 by NeathJack

Can someone please explain this drag along proposal in language that even Lister can understand?

For instance, would I be right in saying that if the Trusts remaining shares following the partial sale proposed are party to this drag along clause, then the Trust would have no way of stopping them being sold as part of a takeover?


Much the same question.

What if the owners only want to sell part of their shares in the future.

What if a new buyer only wants to buy the majority owner shares?
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Interesting Trust Email on 18:06 - Jul 2 with 2174 viewsharryhpalmer

Interesting Trust Email on 18:01 - Jul 2 by NeathJack

Can someone please explain this drag along proposal in language that even Lister can understand?

For instance, would I be right in saying that if the Trusts remaining shares following the partial sale proposed are party to this drag along clause, then the Trust would have no way of stopping them being sold as part of a takeover?


https://www.netlawman.co.uk/ia/drag-along-clauses

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Interesting Trust Email on 18:11 - Jul 2 with 2156 viewsNeathJack

Interesting Trust Email on 18:06 - Jul 2 by harryhpalmer

https://www.netlawman.co.uk/ia/drag-along-clauses


Thank you.

My follow up question is does the offer on the table guarantee a minimum price for the Trusts remaining shares that are included in the drag along provision and if not, what is stopping the Yanks setting up another faceless Delaware company and buying all shares for, let's say for the sake of history, £1?
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Interesting Trust Email on 18:55 - Jul 2 with 2096 viewsUplandsJack

Interesting Trust Email on 14:34 - Jul 2 by Shaky

Not necessarily true, Notrac.

There is an alternative scenario where the club stays in the Prem but the seemingly inexorable rise in Sky TV money tails off and perhaps even starts to reverse. Few things in life are inevitable and we all know how factors like kodi and streaming are putting pressure on Sky Sports core business.

Kaplan is a flipper, somebody who buys with the expectation of selling on at a profit x years down the line, and in such a situation he might well view Swansea as dead money worth maybe £80-140 million.

If the Trust have in the region of £25 million in the bank (the 21.1% stake is worth **£23 million** at the stated £110 valuation) they would be in a prime position to mount a takeover of the club, for example by leading a consortium of financial investors purely looking for a passive investment. There's plenty of those about, all you need is a professional management team and they are also quite easy to come by.

Then you effectively have the Trust controlling a still successful club with a stake of somewhere in the region of 20%. There are numerous instances where such a situaiton equates to effective corporate control!

Furthermore, the fact that the Trust would exist with that kind of financing power would make them very hard to ignore in any future M&A transaction in the club. IT would be a no brainer for Kaplan to approach them if he was thinking of selling to see what kind of offer they could put together. Equally anybody thinking of buying would be likely to consider an approach to explore a co-investment.

The reality is that kind of money puts the Trust in the driving seat in the next phase of Swansea's ownership, whereas the proposed deal in all probability locks them into a pre-ordained course of action determined by Kaplan at his sole discretion.

As I said before you have to play the long game here and think strategically; hope for the best but plan for the worst.


Basically what I've been trying to say. But in fairness much clearer and precise....👍

In my humble opinion people like Shaky & Lisa should certainly be involved in the next debate on this. I'd happily pay Shakys £10 membership fee if he isnt already a member.

We need people to give ALL the facts without bias on what seems to be basically 2 options as we stand.
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Interesting Trust Email on 19:04 - Jul 2 with 2083 viewsUplandsJack

As a side note and forgive me if my interpretation of the people mentioned is incorrect but is it just me or does anyone else find it strange that both Lisa & Shaky who sound like they know their apples from pears, seem to agree that legal action, though not ideal, is the way to go out of the two options put up by the trust. Yet they state their QC advises take the deal??.
[Post edited 2 Jul 2017 19:07]
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Interesting Trust Email on 19:14 - Jul 2 with 2067 viewscimlajack

Interesting Trust Email on 19:04 - Jul 2 by UplandsJack

As a side note and forgive me if my interpretation of the people mentioned is incorrect but is it just me or does anyone else find it strange that both Lisa & Shaky who sound like they know their apples from pears, seem to agree that legal action, though not ideal, is the way to go out of the two options put up by the trust. Yet they state their QC advises take the deal??.
[Post edited 2 Jul 2017 19:07]


" Yet they state their Q.C. advises take the deal"

Bit of a leap there,my understanding is the Q.C.has nt expressed an opinion on the current deal.

Happy to be corrected.
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Interesting Trust Email on 19:22 - Jul 2 with 2051 viewsPokerface

Interesting Trust Email on 19:14 - Jul 2 by cimlajack

" Yet they state their Q.C. advises take the deal"

Bit of a leap there,my understanding is the Q.C.has nt expressed an opinion on the current deal.

Happy to be corrected.


By all accounts the QC hasn't even seen the latest deal.

But fans are being told its the best option by the Trust.

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Interesting Trust Email on 19:26 - Jul 2 with 2042 viewsUplandsJack

Interesting Trust Email on 19:22 - Jul 2 by Pokerface

By all accounts the QC hasn't even seen the latest deal.

But fans are being told its the best option by the Trust.


I thought I read one board member say he had or at least been given the outline of it and another that he hadn't?
I could be wrong mind after all this thread is 24 pages long now...
[Post edited 2 Jul 2017 19:26]
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Interesting Trust Email on 19:27 - Jul 2 with 2031 viewsSmellyplumz

For me it's simple, I wouldn't trust the yanks as far as I could throw them so no deal.

""Although I cannot promise or predict the future, I can guarantee one thing - the current board of directors will always fight, as we have done over the last 12 years, to work together as one with the Supporters Trust to make 100% sure that Swansea City football club remains the number one priority in all our thoughts and in every decision we make."
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