| Share sale 11:34 - Jun 3 with 65367 views | fitzochris |
I understand the shares owned by Chris Dunphy, Bill Goodwin and Paul Hazelhurst have been sold to a US-based concern.
Keep an eye on Companies House over the coming weeks. |  |
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| Share sale on 20:10 - Jun 8 with 3090 views | RAFCBLUE |
| Share sale on 19:54 - Jun 8 by pioneer |
I wish it was clearing things up for me. It is probably unprecedented for a director to single handedly express his views in this way onthe clubs official website, without this being approved by the clubs board. Well that is assuming he did not seek or receive such approval....more conjecture.
I doubt we shall ever learn the full story, and that worries me even more. |
All it takes to happen now is for Chris Dunphy to issue a statement and we will have all the disclosure.
Reading the statement, CD's shares were not offered to the current Board to buy; that itself is odd for a club that prides itself on keeping matters under wraps.
I'd like to see something from Andrew Kilpatrick. He is the Chairman after all.... |  |
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| Share sale on 20:10 - Jun 8 with 3089 views | judd |
| Share sale on 19:52 - Jun 8 by RAFCBLUE |
So AK's shares are not for sale. 12% of the club.
Having heard all of the explanations at the fans forum, I don't get why all this only comes out from the start of this thread 5 days ago.
AK admits he set a honeytrap was set for Altman and in Christmas 2019 they declined to purchase Andrew Kelly's shares. We know now that that is just after the transfer of the Dunphy/Goodwin shares to Altman and Marcelli in late 2019 and while Altman was talking to the Board about investment.
The Board said categorically in their 5 June statement that discussions "stalled" last year. That's now not true. Altman and Marcelli refused to pay the price quoted on 24 December 2019 and meet the Board's valuation for the 51%. AK has published the email.
I also don't see how that statement changes anything. Our three biggest shareholders are:
* Andrew Kilpatrick - 22%
* Dan Altman and Emre Marcelli - 15%
* Andrew Kelly - 10%
* Others - 63%
Andrew Kilpatrick ends this game at a suitable future point as kingmaker. If he sells to Altman and Marcelli they are effectively there.
The other directors referenced by AK to get a resolution through are David Kilpatrick (76 years old), Graham Morris (78 years old), Andrew Kelly (76 years old) & Andrew Kilpatrick (59 years old). We are not blessed with youth around the Boardroom table to learn from that collective experience.
Aged 46, Altman has time to play the long game.
This story has a long way to run. |
One would hope, given the apparent ease with which all these share transfers have taken place, that a stricter protocol is in place and soon, whereby all share transfers are subject to board approval. |  |
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| Share sale on 20:11 - Jun 8 with 3082 views | D_Alien |
| Share sale on 19:52 - Jun 8 by RAFCBLUE |
So AK's shares are not for sale. 12% of the club.
Having heard all of the explanations at the fans forum, I don't get why all this only comes out from the start of this thread 5 days ago.
AK admits he set a honeytrap was set for Altman and in Christmas 2019 they declined to purchase Andrew Kelly's shares. We know now that that is just after the transfer of the Dunphy/Goodwin shares to Altman and Marcelli in late 2019 and while Altman was talking to the Board about investment.
The Board said categorically in their 5 June statement that discussions "stalled" last year. That's now not true. Altman and Marcelli refused to pay the price quoted on 24 December 2019 and meet the Board's valuation for the 51%. AK has published the email.
I also don't see how that statement changes anything. Our three biggest shareholders are:
* Andrew Kilpatrick - 22%
* Dan Altman and Emre Marcelli - 15%
* Andrew Kelly - 10%
* Others - 63%
Andrew Kilpatrick ends this game at a suitable future point as kingmaker. If he sells to Altman and Marcelli they are effectively there.
The other directors referenced by AK to get a resolution through are David Kilpatrick (76 years old), Graham Morris (78 years old), Andrew Kelly (76 years old) & Andrew Kilpatrick (59 years old). We are not blessed with youth around the Boardroom table to learn from that collective experience.
Aged 46, Altman has time to play the long game.
This story has a long way to run. |
"The other directors referenced by AK to get a resolution through..."
Do we know what percentage shareholding our CEO has?
Why was he not referenced (in this respect) when the others were? Was it just forgetfulness, or could there be another reason?
[Post edited 8 Jun 2020 20:14]
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| Share sale on 20:13 - Jun 8 with 3071 views | judd |
| Share sale on 20:11 - Jun 8 by D_Alien |
"The other directors referenced by AK to get a resolution through..."
Do we know what percentage shareholding our CEO has?
Why was he not referenced (in this respect) when the others were? Was it just forgetfulness, or could there be another reason?
[Post edited 8 Jun 2020 20:14]
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About 2% i think. Similar to the Trust | |
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| Share sale on 20:17 - Jun 8 with 3054 views | D_Alien |
| Share sale on 20:13 - Jun 8 by judd |
About 2% i think. Similar to the Trust |
Cheers
Is it usual, in your experience, to be a director with a 2% shareholding? | |
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| Share sale on 20:19 - Jun 8 with 3047 views | SuddenLad |
| Share sale on 20:17 - Jun 8 by D_Alien |
Cheers
Is it usual, in your experience, to be a director with a 2% shareholding? |
Methinks you really know the answer to that  |  |
| “It is easier to fool people, than to convince them that they have been fooled†|
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| Share sale on 20:20 - Jun 8 with 3044 views | judd |
| Share sale on 20:17 - Jun 8 by D_Alien |
Cheers
Is it usual, in your experience, to be a director with a 2% shareholding? |
Yes, nothing unusual in that.
Directors can have zero shareholding.
I believe Rochdale has a board joining fee of c. £26k which converts into shares. | |
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| Share sale on 20:23 - Jun 8 with 3029 views | tony_roch975 |
| Share sale on 20:10 - Jun 8 by judd |
One would hope, given the apparent ease with which all these share transfers have taken place, that a stricter protocol is in place and soon, whereby all share transfers are subject to board approval. |
under the law (Companies Act 2006) transfer (private sales) of shares do not require Board approval, only the issue of new shares (capital) does |  |
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| Share sale on 20:26 - Jun 8 with 3008 views | RAFCBLUE |
| Share sale on 20:10 - Jun 8 by judd |
One would hope, given the apparent ease with which all these share transfers have taken place, that a stricter protocol is in place and soon, whereby all share transfers are subject to board approval. |
It's a very easy thing to put in place, by amending the Articles of Association.
You would think that Altman and Marcelli would vote against it. | |
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| Share sale on 20:34 - Jun 8 with 2960 views | judd |
| Share sale on 20:23 - Jun 8 by tony_roch975 |
under the law (Companies Act 2006) transfer (private sales) of shares do not require Board approval, only the issue of new shares (capital) does |
As RAFCBLUE points out, there are ways and means.
We've not had this issue before hence it's not been addressed in the articles. | |
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| Share sale on 20:50 - Jun 8 with 2897 views | RAFCBLUE |
| Share sale on 20:34 - Jun 8 by judd |
As RAFCBLUE points out, there are ways and means.
We've not had this issue before hence it's not been addressed in the articles. |
https://www.companylawclub.co.uk/share-transfer-provisions
The required amendment would be to allow the Directors discretion to refuse any transfer. An example is made in the link.
That will have the effect of making shares in RAFC a closed shop - since to become a new shareholder you would need the Board to say yes.
Short of another Andrew Kelly, David Kilpatrick, Graham Morris or Chris Dunphy - i.e. local business person made good there is no new easy way of getting someone onto the Board.
And you are giving the right of veto on selling to someone who doesn't own your shares - a political hot potato.
I'd prefer a resolution that capped a % holding at say 15-20%; that way you would always have a few voices around the table and I think the Trust has a part to play in getting its shareholding up to those levels. | |
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| Share sale on 21:21 - Jun 8 with 2765 views | judd |
| Share sale on 20:50 - Jun 8 by RAFCBLUE |
https://www.companylawclub.co.uk/share-transfer-provisions
The required amendment would be to allow the Directors discretion to refuse any transfer. An example is made in the link.
That will have the effect of making shares in RAFC a closed shop - since to become a new shareholder you would need the Board to say yes.
Short of another Andrew Kelly, David Kilpatrick, Graham Morris or Chris Dunphy - i.e. local business person made good there is no new easy way of getting someone onto the Board.
And you are giving the right of veto on selling to someone who doesn't own your shares - a political hot potato.
I'd prefer a resolution that capped a % holding at say 15-20%; that way you would always have a few voices around the table and I think the Trust has a part to play in getting its shareholding up to those levels. |
There's been about 20% of our issued shares change hands for no apparent financial gain by the club in recent months.
I would hope that we can legally establish an approval protocol so we can ensure we are aware of where shares are going. We are not publicly listed. [Post edited 8 Jun 2020 21:29]
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| Share sale on 21:57 - Jun 8 with 2650 views | RAFCBLUE |
| Share sale on 21:21 - Jun 8 by judd |
There's been about 20% of our issued shares change hands for no apparent financial gain by the club in recent months.
I would hope that we can legally establish an approval protocol so we can ensure we are aware of where shares are going. We are not publicly listed. [Post edited 8 Jun 2020 21:29]
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There is no reason that cannot be done.
It would require an EGM as I understand it and 75% of existing shareholder approvals - a little like the waiver for pre-emption rights.
I personally hope the current Board start to seek out the 30 and 40 somethings who are going to be the Chairman in 2040. The average age of the senior shareholders, excluding the new arrivals, is over 70.
I'm still of the opinion that the cleverest think David Kilpatrick and Graham Morris did when saving the club from Tommy Cannon was recruiting Chris Dunphy in 1980.
Succession planning has never been RAFC's strength. Now more than ever those in charge of the club need to have a good think about who will sit there after them and what they will have to inherit.
As Oscar Wilde indicated, death is inevitable for us all! | |
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| Share sale on 22:01 - Jun 8 with 2639 views | judd |
| Share sale on 21:57 - Jun 8 by RAFCBLUE |
There is no reason that cannot be done.
It would require an EGM as I understand it and 75% of existing shareholder approvals - a little like the waiver for pre-emption rights.
I personally hope the current Board start to seek out the 30 and 40 somethings who are going to be the Chairman in 2040. The average age of the senior shareholders, excluding the new arrivals, is over 70.
I'm still of the opinion that the cleverest think David Kilpatrick and Graham Morris did when saving the club from Tommy Cannon was recruiting Chris Dunphy in 1980.
Succession planning has never been RAFC's strength. Now more than ever those in charge of the club need to have a good think about who will sit there after them and what they will have to inherit.
As Oscar Wilde indicated, death is inevitable for us all! |
Good post. | |
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| Share sale on 22:53 - Jun 8 with 2521 views | Sandyman |
| Share sale on 21:57 - Jun 8 by RAFCBLUE |
There is no reason that cannot be done.
It would require an EGM as I understand it and 75% of existing shareholder approvals - a little like the waiver for pre-emption rights.
I personally hope the current Board start to seek out the 30 and 40 somethings who are going to be the Chairman in 2040. The average age of the senior shareholders, excluding the new arrivals, is over 70.
I'm still of the opinion that the cleverest think David Kilpatrick and Graham Morris did when saving the club from Tommy Cannon was recruiting Chris Dunphy in 1980.
Succession planning has never been RAFC's strength. Now more than ever those in charge of the club need to have a good think about who will sit there after them and what they will have to inherit.
As Oscar Wilde indicated, death is inevitable for us all! |
Excellent point. Our current board often tell us they are the custodians of the club. Part of their remit must be to ensure the next generation of custodians are around to ensure RAFC and their fine legacy continues long after them, and a fair number of us on the terraces, have gone. |  | | |
| Share sale on 07:37 - Jun 9 with 2305 views | James1980 |
Board Extract 10.09.2018
CD to reply to investment proposal from Dan Altman and provide feedback at the next meeting.
Board Extract 18.10.2018
CD confirmed that he had turned down an approach from Dan Altman with regard to investment in the club. The matter was closed.
More meat on the bones of the first extract would be good. Prior to that had the board agreed to reject the offer? Were the board expecting Dunphy to negotiate a better asking price, had a minimum figure been discussed and this wasn't going to be met leading to to the matter being closed?
Why fairly soon after rejecting the offer did the new board go back to the Americans. Were they not happy that 'negotiations' with the chaps from across the pond had ceased? Was it just a case they had been interested before so it was a warm lead as they call it in sales parlance? | |
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| Share sale on 08:16 - Jun 9 with 2255 views | tony_roch975 |
| Share sale on 20:50 - Jun 8 by RAFCBLUE |
https://www.companylawclub.co.uk/share-transfer-provisions
The required amendment would be to allow the Directors discretion to refuse any transfer. An example is made in the link.
That will have the effect of making shares in RAFC a closed shop - since to become a new shareholder you would need the Board to say yes.
Short of another Andrew Kelly, David Kilpatrick, Graham Morris or Chris Dunphy - i.e. local business person made good there is no new easy way of getting someone onto the Board.
And you are giving the right of veto on selling to someone who doesn't own your shares - a political hot potato.
I'd prefer a resolution that capped a % holding at say 15-20%; that way you would always have a few voices around the table and I think the Trust has a part to play in getting its shareholding up to those levels. |
yes, perfectly possible, but as you say not without an EGM (so doesn't deal with our current situation); overall the effect might be to encourage a more democratic, co-operative type of structure and would certainly prevent any investor buying into the Club - that's either a sure way to see the Club wither and die or it's closing an open door to 'carpetbaggers' - back to the beginning. | |
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| Share sale on 08:39 - Jun 9 with 2210 views | judd |
| Share sale on 08:16 - Jun 9 by tony_roch975 |
yes, perfectly possible, but as you say not without an EGM (so doesn't deal with our current situation); overall the effect might be to encourage a more democratic, co-operative type of structure and would certainly prevent any investor buying into the Club - that's either a sure way to see the Club wither and die or it's closing an open door to 'carpetbaggers' - back to the beginning. |
How would it prevent any investor buying into the club? | |
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