| Interesting Trust Email 20:09 - Jun 29 with 139645 views | Neath_Jack |
Regarding the options open to us.
It's going to cause some massive debate on here i reckon  |  |
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| Interesting Trust Email on 20:52 - Jul 5 with 2307 views | harryhpalmer |
| Interesting Trust Email on 20:23 - Jul 5 by londonlisa2001 |
They are substantially identical, other than they can still only pay dividends from distributable reserves. As you have pointed out previously, there aren't many of them and if they cut costs / sold players to maximise profit, they would run a huge risk of relegation, hence low turnover / lack of distributable profit. Also their shares would then be worth a fraction of current value.
They could go the route of management fees, although ironically that could be constituted as unfair prejudice against the remaining minority.
Company law stops the worst excesses of them treating their own / the club's assets as fungible. |
Ridiculous Management fees didn't stop Stan Kronke from doing it Arsenal from years though Lisa |  |
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| Interesting Trust Email on 21:22 - Jul 5 with 2267 views | londonlisa2001 |
| Interesting Trust Email on 20:52 - Jul 5 by harryhpalmer |
Ridiculous Management fees didn't stop Stan Kronke from doing it Arsenal from years though Lisa |
I know - that's why I said unless they use management fees. The bit about that being an unfair prejudice against Jenkins etc was a bit tongue in cheek...
The issue though, is that if the Trust end up out of the club whether by taking action now or in the future through drag rights, then whoever owns the club at that point can do the same, they are only prevented from doing so now by it being an unfair prejudice against the Trust. | | | |
| Interesting Trust Email on 21:28 - Jul 5 with 2257 views | vetchonian |
| Interesting Trust Email on 14:09 - Jul 5 by swancity |
I thought the football club ie Swansea City FC Ltd was a different legal entity? |
I feel you thought the sell outs would be paying. The way it works is why should Kaplan and Levian pay for something they don't need from their own pockets....the club will pay to buy the shares and the legal fees so let's say a potential £22m hit.....it could lead to the sale of key players to fund it eg
Llorente or Siggy or Alfie. It could be raised as debt or the reduction of monies for future widows.
Usually "investors" look to use their new investment to pay for any bills ...it happens in business takeovers often.
Make no mistake the club will be paying this money out so something will need to give. | |
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| Interesting Trust Email on 21:37 - Jul 5 with 2248 views | monmouth |
| Interesting Trust Email on 21:22 - Jul 5 by londonlisa2001 |
I know - that's why I said unless they use management fees. The bit about that being an unfair prejudice against Jenkins etc was a bit tongue in cheek...
The issue though, is that if the Trust end up out of the club whether by taking action now or in the future through drag rights, then whoever owns the club at that point can do the same, they are only prevented from doing so now by it being an unfair prejudice against the Trust. |
Which is arguably a benefit of voting for the deal. Yanks can't siphon money out without prejudicing the Trust minority?
I'm thinking now that the two ballot choices (who would vote for status quo...essentially losing the legal fight without even the fight, isn't it?)
1 accept the deal
2 unless a deal can be struck for an immediate sale of half the shares for 11m with tag but no drag on the remainder (or whatever FAIR deal the Trust would accept, not the shit one they've been offered) then the board is mandated to litigate for unfair prejudice.
Start standing up in public for a fair deal, get it in the press, not accepting a shit one like a pussy ( no offence meant to any individual).
Edit, and the Trust board not recommending one or the other. [Post edited 5 Jul 2017 21:47]
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| Interesting Trust Email on 21:42 - Jul 5 with 2233 views | SwansNZ |
| Interesting Trust Email on 13:57 - Jul 5 by Algorfajack |
Hi Phil,
Not having a dig about response time as you had answered my query adequately. Was more to inform SwanNZ that the trust were extremely busy.
Having read back over my post, I can only say sorry for the way it was worded
Also like to add that I had a reply from Alan this morning & answered my query completely, thanks [Post edited 5 Jul 2017 14:00]
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I've had a response too.
Thanks |  |
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| Interesting Trust Email on 21:46 - Jul 5 with 2225 views | londonlisa2001 |
| Interesting Trust Email on 21:37 - Jul 5 by monmouth |
Which is arguably a benefit of voting for the deal. Yanks can't siphon money out without prejudicing the Trust minority?
I'm thinking now that the two ballot choices (who would vote for status quo...essentially losing the legal fight without even the fight, isn't it?)
1 accept the deal
2 unless a deal can be struck for an immediate sale of half the shares for 11m with tag but no drag on the remainder (or whatever FAIR deal the Trust would accept, not the shit one they've been offered) then the board is mandated to litigate for unfair prejudice.
Start standing up in public for a fair deal, get it in the press, not accepting a shit one like a pussy ( no offence meant to any individual).
Edit, and the Trust board not recommending one or the other. [Post edited 5 Jul 2017 21:47]
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The first bit is why I asked some pages ago about what 'drop the legal right to take action' actually means.
But I would go with number 2. | | | |
| Interesting Trust Email on 21:49 - Jul 5 with 2219 views | monmouth |
| Interesting Trust Email on 09:30 - Jul 5 by QJumpingJack |
Do we think we will hit 50 pages for this thread? |
Nookie reckons there's an 83.5% chance. Ux reckons 52%. | |
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| Interesting Trust Email on 22:04 - Jul 5 with 2178 views | cimlajack |
| Interesting Trust Email on 09:30 - Jul 5 by QJumpingJack |
Do we think we will hit 50 pages for this thread? |
Easy  | | | |
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| Interesting Trust Email on 22:06 - Jul 5 with 2175 views | SwansNZ |
| Interesting Trust Email on 22:04 - Jul 5 by cimlajack |
Easy |
Especially if people reply with nothing to add ;) | |
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| Interesting Trust Email on 22:16 - Jul 5 with 2159 views | Algorfajack |
| Interesting Trust Email on 21:42 - Jul 5 by SwansNZ |
I've had a response too.
Thanks |
You're welcome mucker!! |  |
| Prediction league winner 2016-2017 aka llanedeyrnjack |
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| Interesting Trust Email on 22:47 - Jul 5 with 2108 views | Joe_bradshaw |
| Interesting Trust Email on 09:30 - Jul 5 by QJumpingJack |
Do we think we will hit 50 pages for this thread? |
Easily and Phil has negotiated drag along rights if it does to drag it along to 75.
I wonder how many posters will be tagging along by then? |  |
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| Interesting Trust Email on 23:16 - Jul 5 with 2079 views | Starsky |
| Interesting Trust Email on 21:25 - Jun 29 by NOTRAC |
Every year is a lottery in the Premiership.
Chasing £21m would be a lottery with no certainty of the right result.The court case would cause considerable disruption.
The Americans did not have to offer this.
It looks as though they are trying to pour oil on troubled waters.
£6m in the kitty with the possibility of £11m gives the Trust all the security they need.
They would still have 10% of the share capital left.
This is better than No shares even if in reality their value depends on the future goodwill of the American owners.
No let's accept, back them and go forward for the sake of the club. |
Not for me |  |
| It's just the internet, init. |
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| Interesting Trust Email on 01:01 - Jul 6 with 2024 views | Pokerface |
| Interesting Trust Email on 23:16 - Jul 5 by Starsky |
Not for me |
No me.
Can't ignore an injustice and just move on.
This needs to be fixed to help bring some unity to the club.
Nothing that has been said or done so far will do that unfortunately. | |
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| Interesting Trust Email on 05:06 - Jul 6 with 1968 views | vetchonian |
| Interesting Trust Email on 01:01 - Jul 6 by Pokerface |
No me.
Can't ignore an injustice and just move on.
This needs to be fixed to help bring some unity to the club.
Nothing that has been said or done so far will do that unfortunately. |
I fail to understand how a legal battle will bring unity to the club
The sell outs will not be hit by it
For me thr real injustice is the sneaky way they sold the club out
A key question in all of this is what if all had been in the open and the Trust involved would we have wanted the Trust to sell all or any of its shareholding? | |
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| Interesting Trust Email on 08:27 - Jul 6 with 1878 views | Jinxy |
Well put. I said this about 10 (!) pages ago - the ballot choice wording needs careful and thoughtful consideration of course. A mandate for legal action (as opposed to all out instant "nuclear"!), should pre-described terms/improvements be not forthcoming within a specific timeframe, would in my view carry a majority vote whereas straightforward litigation versus deal on offer may not. I feel most of us feel the deal on offer falls short in some areas (as has been brilliantly pointed out by those on here qualified to do so), but fear Trust exclusion from the club, along with destabilisation (and all that brings with it) going forward. For me, a progressive outcome would be a good deal, with Trust still involved (as a shareholder, consulted on football matters, closely monitoring accounts etc.) - in that way with our 100% commitment to the success of the club (as opposed to questionable motives of others!) I believe the club's success on the pitch will be more assured/likely.
Sorry - meant to reply to Monmouth's post earlier. I'm hopeless at this!
[Post edited 6 Jul 2017 8:29]
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| Interesting Trust Email on 08:34 - Jul 6 with 1860 views | ExiledJack |
| Interesting Trust Email on 05:06 - Jul 6 by vetchonian |
I fail to understand how a legal battle will bring unity to the club
The sell outs will not be hit by it
For me thr real injustice is the sneaky way they sold the club out
A key question in all of this is what if all had been in the open and the Trust involved would we have wanted the Trust to sell all or any of its shareholding? |
That is a very pertinent point Vetchonian, as what did the sale do to the value of the Trust's holdings?
It immediately reduced the value, as evidenced by the lower offer now made by the Americans. In an ideal world we wouldn't have wanted the sale to go through at all, but the reality of the situation would have called for a judgement on protecting the value of the Trust's holdings.
On moral grounds, financial grounds, strategic grounds and legal grounds (QC agrees) we should pursue this to draw a line under the issue and best secure the future for the Trust and by extension the club. If we don't, this may well hang over the club for years to come. | | | |
| Interesting Trust Email on 08:40 - Jul 6 with 1848 views | vetchonian |
| Interesting Trust Email on 08:34 - Jul 6 by ExiledJack |
That is a very pertinent point Vetchonian, as what did the sale do to the value of the Trust's holdings?
It immediately reduced the value, as evidenced by the lower offer now made by the Americans. In an ideal world we wouldn't have wanted the sale to go through at all, but the reality of the situation would have called for a judgement on protecting the value of the Trust's holdings.
On moral grounds, financial grounds, strategic grounds and legal grounds (QC agrees) we should pursue this to draw a line under the issue and best secure the future for the Trust and by extension the club. If we don't, this may well hang over the club for years to come. |
Very true...but what if we were offered to sell ...all our shares at that £21M but it meant no stake in the club would we all have voted for that?
Its all hyperthetical now but say we had been given the choice of selling our stake and no involvement or retaining the stake ...or reducing by selling a percentage remaining at the table but albeit with a reduced value of our holding? | |
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| Interesting Trust Email on 09:12 - Jul 6 with 1752 views | ExiledJack |
| Interesting Trust Email on 08:40 - Jul 6 by vetchonian |
Very true...but what if we were offered to sell ...all our shares at that £21M but it meant no stake in the club would we all have voted for that?
Its all hyperthetical now but say we had been given the choice of selling our stake and no involvement or retaining the stake ...or reducing by selling a percentage remaining at the table but albeit with a reduced value of our holding? |
It's a great question and I agree an unpleasant conundrum. For me, the deal on the table represents a muddled halfway house that benefits the Americans more. Does the Trust need £Xm for its current operations? No, pursuing £21-23m is more about securing fair value and being strategically placed to buy back in at a more meaningful level. It would represent a different mandate for the Trust and it is understandable that they may feel uncomfortable with stewardship of such funds.
As for being shut out completely, we're only involved at the moment out of goodwill and an acceptance that the Trust brings something to the table. Many supporters Trusts do not have holdings in their clubs, and it would be naive for the club to not continue to work in tandem. | | | |
| Interesting Trust Email on 09:27 - Jul 6 with 1733 views | Nookiejack |
| Interesting Trust Email on 08:40 - Jul 6 by vetchonian |
Very true...but what if we were offered to sell ...all our shares at that £21M but it meant no stake in the club would we all have voted for that?
Its all hyperthetical now but say we had been given the choice of selling our stake and no involvement or retaining the stake ...or reducing by selling a percentage remaining at the table but albeit with a reduced value of our holding? |
In this hypothetical scenario you have constituency of the Trust who just want influence verses a constituency who want the Trust to have control and not passed down from VC to VC and Vincent Tan Type characters.
The influence point though is a separate debate in itself - how much real influence has the Trust really had though - compared to say the venom launched by fans at Club Board last December.
Do the Club really listen to the Trust in respect of managerial appointments and player transactions? That is a debate in itself? Did the Trust recommend Paul Clement for example?
If you don't think the Trust has much influence then - shouldn't you go for legal action with best opportunity for long term control.
......and even more so now as we are now in a situation where there is a Majority shareholder with 68% holding who also hods the voting rights of Huw Jenkins and Martin Morgan's/ex wife residual shares.
The days of the quasi partnership where no one shareholder owned more than 25% of the shares - have gone.
Anyway given the Drag rights have been conceded - if a new buyer wants to own 100% of the club the Trust gets dragged along and has to sell it stake - so the above is a hypothetical scenario anyway unless Yanks concede this. | | | |
| Interesting Trust Email on 09:30 - Jul 6 with 1729 views | Shaky |
| Interesting Trust Email on 20:52 - Jul 5 by harryhpalmer |
Ridiculous Management fees didn't stop Stan Kronke from doing it Arsenal from years though Lisa |
One key difference is that Arsenal is much more of a 'real' business, with a huge international following that generates significant merchandising sales.
They invariably make profits come rain or shine that can support management fees, whereas those are way more dependent on the results of transfer dealings outside the big 5/6. |  |
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| Interesting Trust Email on 09:32 - Jul 6 with 1725 views | Shaky |
| Interesting Trust Email on 21:28 - Jul 5 by vetchonian |
I feel you thought the sell outs would be paying. The way it works is why should Kaplan and Levian pay for something they don't need from their own pockets....the club will pay to buy the shares and the legal fees so let's say a potential £22m hit.....it could lead to the sale of key players to fund it eg
Llorente or Siggy or Alfie. It could be raised as debt or the reduction of monies for future widows.
Usually "investors" look to use their new investment to pay for any bills ...it happens in business takeovers often.
Make no mistake the club will be paying this money out so something will need to give. |
Because the judge could well order it! | |
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| Interesting Trust Email on 09:38 - Jul 6 with 1715 views | Shaky |
| Interesting Trust Email on 08:40 - Jul 6 by vetchonian |
Very true...but what if we were offered to sell ...all our shares at that £21M but it meant no stake in the club would we all have voted for that?
Its all hyperthetical now but say we had been given the choice of selling our stake and no involvement or retaining the stake ...or reducing by selling a percentage remaining at the table but albeit with a reduced value of our holding? |
In the latter case you are accepting a situation where the Trust are deemed second class shareholders relative to Jenkine, Morgan etc.
Why would you do that? | |
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| Interesting Trust Email on 09:43 - Jul 6 with 1703 views | Shaky |
In fact the other thing worth mentioning is that the legal case relates to the way the club has been run; by Jenkins in his dual role as Chairman/CEO.
If as I firmly expect the Trust were win an action it is almost impossible for a Judge to pass judgment, without criticising the way Jenkins handled the sale of the club in several important respects.
Jenkins might not go to prison, but those seeking retribution would have the satisfaction of seeing his name go down in infamy in what could well turn out to be a landmark case of considerable importance in Company Law.
How good is that? | |
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| Interesting Trust Email on 09:46 - Jul 6 with 1700 views | raynor94 |
| Interesting Trust Email on 20:49 - Jun 29 by NOTRAC |
The way I understand it is that the new owners are prepared to immediately purchase 5% of the Trusts shares for £5m.A further 3% would be bought over five years for another £3m.There is also the possibility of another £2 to 3 m from the new owners for a further approx 3% of shares, but leaving the Trust with a minimum of 10%.
This means that the Trust would have immediate funding of just under £6m with the possibility of rising to £11m plus over five years.
Money may be requested to be put back into the club for future stadium expansions. No guarantees on no future share value dilutions and no say in any future club sale.
Overall a very good deal.The new owners have been very fair .We should accept .Onwards and upwards. |
I'm with you time to move on, the Club doesn't need anymore prolonged instability |  |
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| Interesting Trust Email on 09:48 - Jul 6 with 1698 views | Nookiejack |
| Interesting Trust Email on 20:16 - Jul 5 by londonlisa2001 |
The Trust is a Cooperative and Community Benefit Society according to its accounts. Previously an Industrial and Provident Society.
Some have charitable status for tax purposes and some don't. I had assumed that the Swans Trust did, simply because there has been no provision for corporation tax on any profits made in any year as far as I can see from a quick glance at the accounts. |
The £5m option seems to be reported pre tax (although is stated as pre-tax) but then to take legal action post tax? Apples v Pears come to mind. Would the £5m therefore be reduced to £4m after tax say for an apples v apples comparison?
I thought that as along as the proceeds would still be used for charitable purposes and not redistributed for example to members - that no CGT would be applied.
The Trust has previously received dividends and doesn't appear to have been taxed on them - so is there a difference tax treatment in dividends to capital gains? | | | |
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