| Club Statement (for shareholders, via email) 19:44 - May 27 with 29354 views | IOMDale |
Apologies if this is discussed elsewhere but the club have issued this statement tonight:
Rochdale AFC & Denehurst Park (Rochdale)
STATEMENT FROM CHAIRMAN ANDREW KELLY AND THE BOARD OF DIRECTORS TO RAFC SHAREHOLDERS
1. Update on Recent Developments
Ahead of the AGMs and EGMs to be held on Tuesday 1st June 2021, the board of directors would like to update shareholders with some important information.
Over the last two years, the board has held the view that to move the club forwards there is a need for outside investment. To have done nothing would have been negligent and would have placed the continuing existence of our proud football club at risk.
The Covid-19 pandemic has reset the world financially and, as a result, sustainability in the world of football is more challenging than ever. Even before that, as a Football Club operating at an elite level of professional football, we could not compete and thrive without the injection of significant amounts of money that are not open to us in the traditional way that we have been funded for 114 years.
We are currently one of less than ten percent of Football League clubs that isn’t owner-funded or major shareholder-controlled.
As a responsible board representing the Dale shareholders, who number over 300, we have looked at many outside parties who have presented varying levels of interest and associated proposals to become that new owner/investor.
Until very recently, none of the proposals tabled have been sufficiently detailed, credible or funded to a level necessary to ensure that the club is stabilised and developed to move us forwards.
The current board, in line with the wonderful previous board custodians over the past 114 years, only have the interests in the development and success of the club at heart and would not contemplate entering into an agreement that could potentially take us down the unsustainable path that other football clubs have sadly found themselves on.
Furthermore, the stringent tests now imposed by the EFL, with regards to owners and directors, are in place to ensure that such unsustainable situations like at those other clubs will never arise again. Not only is proof of funds required for any potential new owners and shareholders, but there are requirements to demonstrate how those funds were acquired and how they will sustain the club going forward. All of the parties that we are engaged in talks with fulfil those EFL requirements.
There has been a concentration by the board in the last four months to bring a conclusion to talks with genuinely interested parties that, if they were to acquire the club, would be to the betterment of RAFC. Commensurate with that, there has been a period of exclusivity with one interested party.
All parties involved wish to continue negotiations and due diligence in a confidential manner which is out of respect for the club. As a responsible board, we understand and respect this situation, but suffice it to say that throughout all the recent and continuing negotiations, we have been greatly impressed by the professional and knowledgeable approach taken at all times.
We can report that the level of investment and the short, medium and long-term plans that have been put forward represent something that this board has been seeking and the club has been in need of for several years.
We are aware of the current criticisms levelled at the existing board, but any potential new owners have confirmed that there will be a new structure introduced throughout the club should the negotiations continue to a successful conclusion. This new structure will be put in place as and when a full assessment has been concluded.
Relegation to EFL League 2 will undoubtedly influence important and immediate short-term planning but has not diminished the enthusiasm and desire to stabilise and develop RAFC over the next 5 years and to press the reset button to bring the club into the modern, post-covid, football world.
The plans discussed to date have featured greatly the urgent need to invest in Club facilities. Primarily, this includes developing first team training facilities, which can ideally become a first team, Academy and Community complex.
The second area of requirement is to invest in stadium refurbishments, both for football and non- football related development, with the third area of investment in on-the-field matters to achieve our ambitions of an immediate return to League One and to achieve greater sustainability as a football club.
At all times during the ongoing negotiations, we have been impressed by each party’s total understanding and respect for the fact that the supporters are the lifeblood of any football club.
2. The Next Steps
Due to the existing constitution of Rochdale Association Football Club Limited, there is currently no practical method of introducing the level of funding and associated control that is a pre-requisite of further negotiations.
This situation arises out of the fact that the present shareholding is so diverse, with the single largest holding representing only 21.87% of the current issued share capital.
In order to allow negotiations with the interested party to be taken to the next level, Resolutions 1, 2 and 4 need to be passed by shareholders at the EGM on 1st June.
Resolution 3 has previously been within the control of the board, but the authority to issue these shares expired in 2016, and was not renewed at that time.
Resolutions 1 and 2 would ensure that any investment will come directly into Rochdale AFC through the issue of new shares. If the board is unable to issue new shares, prospective shareholders could instead approach individual shareholders, which would see significant shareholdings being acquired with monies not benefitting the football club. This has happened in the last two years where a significant amount of money for shares has been transacted without benefit to RAFC. The new investment that is required would be put directly into achieving previously mentioned ambitions.
The board considers that this is an essential next step to allow development of the discussions with interested parties, who, with their vision, professionalism and passion, will be exactly what RAFC needs to not only secure the future, but to develop the club for the benefit of the supporters, the community and the town of Rochdale. Without having the authority to issue new shares, the board is effectively stifled in its ability to seek new investment and we are left in a situation where the status quo prevails.
Whilst the sensitivity and confidential nature of these ongoing negotiations needs to be maintained at this present time, the future transparency and engagement with the supporters on any offer can only benefit all concerned with RAFC.
If we can all work together to bring the passion, vision and investment on offer to the club, we are sure that RAFC will be in a very different place in years to come.
EGM Resolutions 1, 2, 3 & 4
1. THAT, in accordance with paragraph 42(2)(b) of Schedule 2 of the Companies Act 2006 (Commencement No. 8, Transitional Provisions and Savings) Order 2008, the restriction on the authorised share capital of the Company be revoked and deleted from the Company’s memorandum of association.
2. THAT, subject to the passing of resolution 1, in accordance with section 551 of the Companies Act 2006, the directors of the Company (Directors) be generally and unconditionally authorised to allot shares in the Company up to an aggregate nominal amount of £348,521 (697,042 shares @ £0.50 per share) provided that —
a. this authority shall, unless renewed, varied or revoked by the Company, expire at not less than 5 years from the date this resolution is passed; and
b. all shares allotted pursuant to the authorisation hereby conferred shall be so allotted at no less than £6 per share.
3. AND, in the event that resolution 1 is not passed, in accordance with section 551 of the Companies Act 2006, the Directors be generally and unconditionally authorised to allot shares in the Company up to an aggregate nominal amount of £198,521 (397,042 shares @ £0.50 per share), which is the limit of the Company’s authorised share capital, provided that —
a. this authority shall, unless renewed, varied or revoked by the Company, expire at not less than 5 years from the date this resolution is passed; and
b. all shares allotted pursuant to the authorisation hereby conferred shall be so allotted at no less than £6 per share.
Special resolution
4. That, subject to the passing of resolution 2 or 3 and, in accordance with section 570 of the Companies Act 2006, the Directors be generally empowered to allot equity securities (as defined in section 560 of the Companies Act 2006) pursuant to the authority conferred by resolution 2, as if section 561(1) of the CA 2006 did not apply to any such allotment.
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| Club Statement (for shareholders, via email) on 20:10 - May 27 with 9664 views | SuddenLad |
My vote is with whatever the Trust decide. This statement won't sway me. The timing is highly 'convenient'
Has the board got absolute incontrovertible proof that the proposer has sufficient funds to make this 'next step' possible?
What sufficient 'due diligence' has so far been carried out that gives anyone any confidence that this isn't a bold attempt to try and buy a club with money borrowed from some dubious overseas source ?
Has the potential buyer answered all questions fully, openly and frankly when asked by relevant interested parties?
These are the usual pitfalls and scenarios encountered by clubs like ours at the mercy of these kinds of bids.
There are clubs throughout the FL that have been 'seduced' by people with bold ideas and no substance.
I'm not persuaded by anything in the statement that makes me want to jump with joy at the prospect.
Everything may of course be 100% as hoped. In which case, all's well so far. On the other hand there is Bury. |  |
| “It is easier to fool people, than to convince them that they have been fooled†|
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| Club Statement (for shareholders, via email) on 20:29 - May 27 with 9601 views | RAFCBLUE |
Resolutions 1, 2 and 4 need to be passed by shareholders at the EGM on 1st June.
And there it is - hidden in plain sight.
I posted on 23 May 2021 the following about the 4 EGM resolutions on offer:
1. This would allow the Directors to uplift the number of shares in the club to an unlimited number as they saw fit. This would mean that there could be new shares sold. Given the current deadlock with 9 shareholders who have supported the club but do not want to put more money in, this is the quickest way for the Directors to get new money into the club, but it does mean a change in ownership structure - either more shares to existing shareholders or new shares to new shareholders.
2. If 1 passes, this then allows the Directors to unconditionally issue 697,042 new shares. This power would be valid for 5 years from June 2021 and could be done whenever the directors wanted.
3. If 1 is not passed, then this allows the Directors to unconditionally issue 397,042 new shares. This is permissable under existing arrangements and this power would be valid for 5 years from June 2021 and could be done whenever the directors wanted.
4. If either 2 or 3 passes then this is the Directors saying that they do not want to have to offer existing shareholders first dibs (called pre-emption rights) so that existing shareholders maintain their currently proportional shareholdings.
Given this disclosure this evening I can boil that down into three bullet points:
* Resolution 1: The Board want the authority to raise an unlimited number of shares
* Resolution 2: The Board was to unconditionally issue 697,042 new shares. This power would be valid for 5 years from June 2021 and could be done whenever the directors wanted.
* Resolution 4: The Board want all existing shareholders to waive their purchase rights for those shares.
I have never seen a business ask all existing shareholders to just trust their shareholding to someone else without disclosure of the buyer.
It's a very worrying statement after months and months of silence and what it proves is that the the Altman/Marcelli shareholding can't be with the current Board. If the top 9 shareholders all vote the same way then there is no debate.
There is no statement of what happens if these resolutions are voted down. The "selling shares that exists puts no money into the club" is an absolute nonsense.
This Board are asking all have put money and own any stake, no matter how large or small, into to date to step aside.
It is a deeply worrying development. |  |
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| Club Statement (for shareholders, via email) on 20:33 - May 27 with 9583 views | nordenblue |
| Club Statement (for shareholders, via email) on 20:10 - May 27 by SuddenLad |
My vote is with whatever the Trust decide. This statement won't sway me. The timing is highly 'convenient'
Has the board got absolute incontrovertible proof that the proposer has sufficient funds to make this 'next step' possible?
What sufficient 'due diligence' has so far been carried out that gives anyone any confidence that this isn't a bold attempt to try and buy a club with money borrowed from some dubious overseas source ?
Has the potential buyer answered all questions fully, openly and frankly when asked by relevant interested parties?
These are the usual pitfalls and scenarios encountered by clubs like ours at the mercy of these kinds of bids.
There are clubs throughout the FL that have been 'seduced' by people with bold ideas and no substance.
I'm not persuaded by anything in the statement that makes me want to jump with joy at the prospect.
Everything may of course be 100% as hoped. In which case, all's well so far. On the other hand there is Bury. |
In between all the lovely big words and descriptions there still appears to be an almost weirdly obsession with this "training facilities" spending idea, something I think we've managed pretty well without for God knows how many decades.... surely our own facility would come with a fair size debt hanging over us too purely to maintain,staff it etc... |  | | |
| Club Statement (for shareholders, via email) on 20:44 - May 27 with 9533 views | TyroneShoelaces |
So. If im reading this right. The club can sell the outstanding shares
For £6 x 70000 = £4.2million.
Who in their right mind would invest
that amount of money in a lower league football club that in real
terms hasnt made a cracker in over100 years ??
I smell a charlatan or someone that needs to (cough) put his money
Through the washing machine.
Lots of psycophantic sentences, which make me wince. Not least
“in line with the wonderful previous board custodians over the past 114 year”
And then there’s
“We are aware of the current criticisms levelled at the existing board, but any potential new owners have confirmed that there will be a new structure introduced throughout the club should the negotiations continue to a successful conclusion.”
Does that ‘new structure’ include Mr. Bottomley
Also (and i do know the answer the Board will give)
Are The Board prepared to let the fan base question the new investors prior to
the sale of shares being confirmed ? If and its a BIG IF the investors have nothing
to hide then they shouldn’t have anything but a positive response. They (investors)
would gain a lot of positive PR and the backing of a small but very loyal fan base.
My £2 is on this not happening
Lots of questions to be aimed at The Board on Tuesday
As I’m watching Dragons Den its ‘did you really really think this through before
bringing it in here ? I won’t be investing (in this ludicrous) opportunity’ | | | |
| Club Statement (for shareholders, via email) on 20:46 - May 27 with 9515 views | SuddenLad |
| Club Statement (for shareholders, via email) on 20:29 - May 27 by RAFCBLUE |
Resolutions 1, 2 and 4 need to be passed by shareholders at the EGM on 1st June.
And there it is - hidden in plain sight.
I posted on 23 May 2021 the following about the 4 EGM resolutions on offer:
1. This would allow the Directors to uplift the number of shares in the club to an unlimited number as they saw fit. This would mean that there could be new shares sold. Given the current deadlock with 9 shareholders who have supported the club but do not want to put more money in, this is the quickest way for the Directors to get new money into the club, but it does mean a change in ownership structure - either more shares to existing shareholders or new shares to new shareholders.
2. If 1 passes, this then allows the Directors to unconditionally issue 697,042 new shares. This power would be valid for 5 years from June 2021 and could be done whenever the directors wanted.
3. If 1 is not passed, then this allows the Directors to unconditionally issue 397,042 new shares. This is permissable under existing arrangements and this power would be valid for 5 years from June 2021 and could be done whenever the directors wanted.
4. If either 2 or 3 passes then this is the Directors saying that they do not want to have to offer existing shareholders first dibs (called pre-emption rights) so that existing shareholders maintain their currently proportional shareholdings.
Given this disclosure this evening I can boil that down into three bullet points:
* Resolution 1: The Board want the authority to raise an unlimited number of shares
* Resolution 2: The Board was to unconditionally issue 697,042 new shares. This power would be valid for 5 years from June 2021 and could be done whenever the directors wanted.
* Resolution 4: The Board want all existing shareholders to waive their purchase rights for those shares.
I have never seen a business ask all existing shareholders to just trust their shareholding to someone else without disclosure of the buyer.
It's a very worrying statement after months and months of silence and what it proves is that the the Altman/Marcelli shareholding can't be with the current Board. If the top 9 shareholders all vote the same way then there is no debate.
There is no statement of what happens if these resolutions are voted down. The "selling shares that exists puts no money into the club" is an absolute nonsense.
This Board are asking all have put money and own any stake, no matter how large or small, into to date to step aside.
It is a deeply worrying development. |
The fact that no-one has been mentioned is very fishy I think. There's always a need for confidentiality, but how can anyone be expected to cast a vote for something they aren't being told?
Doesn't add up. | |
| “It is easier to fool people, than to convince them that they have been fooled†|
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| Club Statement (for shareholders, via email) on 20:54 - May 27 with 9465 views | pioneer |
| Club Statement (for shareholders, via email) on 20:10 - May 27 by SuddenLad |
My vote is with whatever the Trust decide. This statement won't sway me. The timing is highly 'convenient'
Has the board got absolute incontrovertible proof that the proposer has sufficient funds to make this 'next step' possible?
What sufficient 'due diligence' has so far been carried out that gives anyone any confidence that this isn't a bold attempt to try and buy a club with money borrowed from some dubious overseas source ?
Has the potential buyer answered all questions fully, openly and frankly when asked by relevant interested parties?
These are the usual pitfalls and scenarios encountered by clubs like ours at the mercy of these kinds of bids.
There are clubs throughout the FL that have been 'seduced' by people with bold ideas and no substance.
I'm not persuaded by anything in the statement that makes me want to jump with joy at the prospect.
Everything may of course be 100% as hoped. In which case, all's well so far. On the other hand there is Bury. |
Agree 100%.
If these potential investors are the solution I would have thought they might have tried to engage with the trust, maybe on a confidential basis, to explain their position and plans. As it is these parties obviously do not see the fan base as part of their strategy.
The statement stinks of desperation ....suggesting that they are not confident about the outcome of the votes. | | | |
| Club Statement (for shareholders, via email) on 21:04 - May 27 with 9418 views | boromat |
| Club Statement (for shareholders, via email) on 20:29 - May 27 by RAFCBLUE |
Resolutions 1, 2 and 4 need to be passed by shareholders at the EGM on 1st June.
And there it is - hidden in plain sight.
I posted on 23 May 2021 the following about the 4 EGM resolutions on offer:
1. This would allow the Directors to uplift the number of shares in the club to an unlimited number as they saw fit. This would mean that there could be new shares sold. Given the current deadlock with 9 shareholders who have supported the club but do not want to put more money in, this is the quickest way for the Directors to get new money into the club, but it does mean a change in ownership structure - either more shares to existing shareholders or new shares to new shareholders.
2. If 1 passes, this then allows the Directors to unconditionally issue 697,042 new shares. This power would be valid for 5 years from June 2021 and could be done whenever the directors wanted.
3. If 1 is not passed, then this allows the Directors to unconditionally issue 397,042 new shares. This is permissable under existing arrangements and this power would be valid for 5 years from June 2021 and could be done whenever the directors wanted.
4. If either 2 or 3 passes then this is the Directors saying that they do not want to have to offer existing shareholders first dibs (called pre-emption rights) so that existing shareholders maintain their currently proportional shareholdings.
Given this disclosure this evening I can boil that down into three bullet points:
* Resolution 1: The Board want the authority to raise an unlimited number of shares
* Resolution 2: The Board was to unconditionally issue 697,042 new shares. This power would be valid for 5 years from June 2021 and could be done whenever the directors wanted.
* Resolution 4: The Board want all existing shareholders to waive their purchase rights for those shares.
I have never seen a business ask all existing shareholders to just trust their shareholding to someone else without disclosure of the buyer.
It's a very worrying statement after months and months of silence and what it proves is that the the Altman/Marcelli shareholding can't be with the current Board. If the top 9 shareholders all vote the same way then there is no debate.
There is no statement of what happens if these resolutions are voted down. The "selling shares that exists puts no money into the club" is an absolute nonsense.
This Board are asking all have put money and own any stake, no matter how large or small, into to date to step aside.
It is a deeply worrying development. |
Reading between the lines here but maybe just maybe Dunphy sold his shares knowing Altman/Marcelli were against this approach of being financed by a 'rich' owner.
You can see why Altman/Marcelli wouldn't want huge ridiculous investment beyond the clubs means as it would detract from any good work being done using their smarter scout software. | |
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| Club Statement (for shareholders, via email) on 21:12 - May 27 with 9380 views | SuddenLad |
| Club Statement (for shareholders, via email) on 21:04 - May 27 by boromat |
Reading between the lines here but maybe just maybe Dunphy sold his shares knowing Altman/Marcelli were against this approach of being financed by a 'rich' owner.
You can see why Altman/Marcelli wouldn't want huge ridiculous investment beyond the clubs means as it would detract from any good work being done using their smarter scout software. |
I can see reasons closer to home which may influence them not to get involved 'at present'. | |
| “It is easier to fool people, than to convince them that they have been fooled†|
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| Club Statement (for shareholders, via email) on 21:17 - May 27 with 9368 views | judd |
"This has happened in the last two years where a significant amount of money for shares has been transacted without benefit to RAFC"
Did the interim chairman ever think he would be associated with such a damning and duplicitous observation of his own actions in buying Martin Mcleods shares, a cash transaction not to the benefit of RAFC?
The air of desperation in the weedy words of the author suggests to me that he or she has had an offer to buy their own shareholding which will come in handy when the club is restructured. [Post edited 27 May 2021 21:29]
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| Club Statement (for shareholders, via email) on 21:29 - May 27 with 9323 views | RAFCBLUE |
| Club Statement (for shareholders, via email) on 21:04 - May 27 by boromat |
Reading between the lines here but maybe just maybe Dunphy sold his shares knowing Altman/Marcelli were against this approach of being financed by a 'rich' owner.
You can see why Altman/Marcelli wouldn't want huge ridiculous investment beyond the clubs means as it would detract from any good work being done using their smarter scout software. |
Our Board are attempting to overrun Altman/Marcelli here.
Think about it - they both bought Dunphy's shares for cash in a private transaction to own a fixed share of a football club.
Now, they are being asked to vote for resolutions that reduce their shareholdings, devalue their investment and give them less of a say in favour of an unknown entity who isn't them.
It's illogical. | |
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| Club Statement (for shareholders, via email) on 21:31 - May 27 with 9316 views | CockneyDale |
| Club Statement (for shareholders, via email) on 20:29 - May 27 by RAFCBLUE |
Resolutions 1, 2 and 4 need to be passed by shareholders at the EGM on 1st June.
And there it is - hidden in plain sight.
I posted on 23 May 2021 the following about the 4 EGM resolutions on offer:
1. This would allow the Directors to uplift the number of shares in the club to an unlimited number as they saw fit. This would mean that there could be new shares sold. Given the current deadlock with 9 shareholders who have supported the club but do not want to put more money in, this is the quickest way for the Directors to get new money into the club, but it does mean a change in ownership structure - either more shares to existing shareholders or new shares to new shareholders.
2. If 1 passes, this then allows the Directors to unconditionally issue 697,042 new shares. This power would be valid for 5 years from June 2021 and could be done whenever the directors wanted.
3. If 1 is not passed, then this allows the Directors to unconditionally issue 397,042 new shares. This is permissable under existing arrangements and this power would be valid for 5 years from June 2021 and could be done whenever the directors wanted.
4. If either 2 or 3 passes then this is the Directors saying that they do not want to have to offer existing shareholders first dibs (called pre-emption rights) so that existing shareholders maintain their currently proportional shareholdings.
Given this disclosure this evening I can boil that down into three bullet points:
* Resolution 1: The Board want the authority to raise an unlimited number of shares
* Resolution 2: The Board was to unconditionally issue 697,042 new shares. This power would be valid for 5 years from June 2021 and could be done whenever the directors wanted.
* Resolution 4: The Board want all existing shareholders to waive their purchase rights for those shares.
I have never seen a business ask all existing shareholders to just trust their shareholding to someone else without disclosure of the buyer.
It's a very worrying statement after months and months of silence and what it proves is that the the Altman/Marcelli shareholding can't be with the current Board. If the top 9 shareholders all vote the same way then there is no debate.
There is no statement of what happens if these resolutions are voted down. The "selling shares that exists puts no money into the club" is an absolute nonsense.
This Board are asking all have put money and own any stake, no matter how large or small, into to date to step aside.
It is a deeply worrying development. |
Nice summary.
In principle, I don't have an issue with creating new shares in the manner outlined in order to bring in investment. I do have an issue with existing shareholders waiving any kind of approval on to whom these shares are to be sold and on what the future structure would be.
It should be on an informed, case-by-case basis and I struggle to see why shareholders can't be informed - any prospective buyer needs to put their head above the parapet at some point.
If shareholders are being asked to agree to their holding being diluted then they need to be told to whom they are effectively giving their holding and what the new structure would be. |  | | |
| Club Statement (for shareholders, via email) on 21:40 - May 27 with 9284 views | RAFCBLUE |
| Club Statement (for shareholders, via email) on 21:17 - May 27 by judd |
"This has happened in the last two years where a significant amount of money for shares has been transacted without benefit to RAFC"
Did the interim chairman ever think he would be associated with such a damning and duplicitous observation of his own actions in buying Martin Mcleods shares, a cash transaction not to the benefit of RAFC?
The air of desperation in the weedy words of the author suggests to me that he or she has had an offer to buy their own shareholding which will come in handy when the club is restructured. [Post edited 27 May 2021 21:29]
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https://www.rochdaleafc.co.uk/news/2020/june/statement--andrew-kelly/
8 June 2020:
This reply left me very unsure about their future strategy or intentions. I scoured the shareholder list to try and establish where the club may be vulnerable. As a result of my actions, I purchased Leods Construction shares (22,500). I am now the second largest individual shareholder in the club owning approximately 12% (58,250). Our Chairman has 110,000 shares (approximately 22%).
My shares have all been bought with my personal money, not company money. My sponsorship over the past 5/6 years ie. Back of Shirt, Match Day Sponsorship, Box Holder, Christmas Draw, Stadium Hire, Lottery etc has cost me and my Associates around £100,000. Had I been a share grabber, I would have re-directed that money into shares and that would have meant I would have been the largest shareholder.
Open question:
What do the current Board stand to gain personally from this undisclosed investor? | |
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| Club Statement (for shareholders, via email) on 21:49 - May 27 with 9244 views | kel |
Can anyone describe this in layman’s terms for people like me who have balls all understanding of how shares and companies work?
Are they wanting to set something up where the board can decide who they sell the club to and fook what the other shareholders want? Apologies if I’ve read it wrong but I’m a bit thick when it comes to stuff like this. |  | | |
| Club Statement (for shareholders, via email) on 21:50 - May 27 with 9237 views | judd |
| Club Statement (for shareholders, via email) on 21:40 - May 27 by RAFCBLUE |
https://www.rochdaleafc.co.uk/news/2020/june/statement--andrew-kelly/
8 June 2020:
This reply left me very unsure about their future strategy or intentions. I scoured the shareholder list to try and establish where the club may be vulnerable. As a result of my actions, I purchased Leods Construction shares (22,500). I am now the second largest individual shareholder in the club owning approximately 12% (58,250). Our Chairman has 110,000 shares (approximately 22%).
My shares have all been bought with my personal money, not company money. My sponsorship over the past 5/6 years ie. Back of Shirt, Match Day Sponsorship, Box Holder, Christmas Draw, Stadium Hire, Lottery etc has cost me and my Associates around £100,000. Had I been a share grabber, I would have re-directed that money into shares and that would have meant I would have been the largest shareholder.
Open question:
What do the current Board stand to gain personally from this undisclosed investor? |
Sponsorship is advertising, legitimate business expenditure and tax efficient.
Buying shares in RAFC is not. | |
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| Club Statement (for shareholders, via email) on 21:57 - May 27 with 9191 views | judd |
| Club Statement (for shareholders, via email) on 21:49 - May 27 by kel |
Can anyone describe this in layman’s terms for people like me who have balls all understanding of how shares and companies work?
Are they wanting to set something up where the board can decide who they sell the club to and fook what the other shareholders want? Apologies if I’ve read it wrong but I’m a bit thick when it comes to stuff like this. |
You are correct on all counts. | |
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| Club Statement (for shareholders, via email) on 22:01 - May 27 with 9178 views | kel |
| Club Statement (for shareholders, via email) on 21:57 - May 27 by judd |
You are correct on all counts. |
Cheers, fella.
Edit - Oh, the thick bit. Heh. [Post edited 27 May 2021 22:02]
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| Club Statement (for shareholders, via email) on 22:18 - May 27 with 9109 views | Sandyman |
Apparently
"Special resolution
4. That, subject to the passing of resolution 2 or 3 and, in accordance with section 570 of the Companies Act 2006, the Directors be generally empowered to allot equity securities (as defined in section 560 of the Companies Act 2006) pursuant to the authority conferred by resolution 2, as if section 561(1) of the CA 2006 did not apply to any such allotment."
means existing shareholders can do one and waive their pre-emptive rights to buy any newly issued shares for 5 years.
It's like Fook off without the Chalky on the end. It means Fook off existing shareholders. You're getting nowt. |  | | |
| Club Statement (for shareholders, via email) on 23:07 - May 27 with 8976 views | D_Alien |
This is precisely the kind of 'leftfield' action i'd suggested would be likely ahead of the AGM/EGMs
I can see why it might've taken 'someone' at the club some time to try to find the right wording for all of this, but imo they need to scrap that and start again
As has been mentioned above, phrases such as " the wonderful previous board custodians over the past 114 years" is demonstrable bollox - demonstrable by the reaction at the top table during the last live fans forum when the question was posed about having Chris Dunphy as a vice-president in recognition of his services during the course of more than a decade
Do those responsible for this think we're really that stupid, or have such short memories?
It's good that we have people posting on this messageboard who have considerable insight into how the business of shareholdings and corporate governance work. It's also good there's people with the instinct to be able to sniff bullshit at a thousand paces
[Post edited 27 May 2021 23:12]
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| Club Statement (for shareholders, via email) on 23:29 - May 27 with 8904 views | Stourdale |
This is obviously a sales pitch to get some backing.
Despite people’s distain for the current board, do people really think that major shareholders would sell the club down the river.
What has Andrew Kelly got to gain from diluting his shareholding, what do the kilpatricks have to gain?
Bottomley? Despite all of his failing’s (and there’s many) before being CEO he was a fan who stood on the terrace. Do people really think he would risk ruining his boyhood club for a dilution of his shares.
We aren’t Bury, we aren’t that desperate with millions in debt, if we were we would have bent over backwards to take Dan & Emre’s loan option.
I believe despite all the failings from the board, deep down they have the future of the club at heart and will try their hardest to get what they believe is best for the future of the club.
If they can get £6 x700,000 which gives us the opportunity to build then I would have to back it.
What’s the alternative? Someone slowly buys private shares and has little money to actually do anything with the club. Dan & Emre slowly accumulate and take over. rinse the club to prove an algorithm works then run off into the night leaving the club with more liabilities than can be afforded?
I want the current board gone 100% but I don’t want to cut my nose to spite my face. If there is a chance of sustained investment I’d bite their hand off and trust the fans on the board. | | | |
| Club Statement (for shareholders, via email) on 23:36 - May 27 with 8873 views | R17ALE |
| Club Statement (for shareholders, via email) on 23:29 - May 27 by Stourdale |
This is obviously a sales pitch to get some backing.
Despite people’s distain for the current board, do people really think that major shareholders would sell the club down the river.
What has Andrew Kelly got to gain from diluting his shareholding, what do the kilpatricks have to gain?
Bottomley? Despite all of his failing’s (and there’s many) before being CEO he was a fan who stood on the terrace. Do people really think he would risk ruining his boyhood club for a dilution of his shares.
We aren’t Bury, we aren’t that desperate with millions in debt, if we were we would have bent over backwards to take Dan & Emre’s loan option.
I believe despite all the failings from the board, deep down they have the future of the club at heart and will try their hardest to get what they believe is best for the future of the club.
If they can get £6 x700,000 which gives us the opportunity to build then I would have to back it.
What’s the alternative? Someone slowly buys private shares and has little money to actually do anything with the club. Dan & Emre slowly accumulate and take over. rinse the club to prove an algorithm works then run off into the night leaving the club with more liabilities than can be afforded?
I want the current board gone 100% but I don’t want to cut my nose to spite my face. If there is a chance of sustained investment I’d bite their hand off and trust the fans on the board. |
You couldn't be more wrong.
Not going into detail, but you're a George Donnelly shot v Bradford at the Sandy Lane End. |  |
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| Club Statement (for shareholders, via email) on 23:38 - May 27 with 8864 views | Stourdale |
| Club Statement (for shareholders, via email) on 23:36 - May 27 by R17ALE |
You couldn't be more wrong.
Not going into detail, but you're a George Donnelly shot v Bradford at the Sandy Lane End. |
Please go into detail as I obviously am missing something or don’t understand. I’m happy to be corrected. | | | |
| Club Statement (for shareholders, via email) on 06:51 - May 28 with 8633 views | 1907 |
| Club Statement (for shareholders, via email) on 20:44 - May 27 by TyroneShoelaces |
So. If im reading this right. The club can sell the outstanding shares
For £6 x 70000 = £4.2million.
Who in their right mind would invest
that amount of money in a lower league football club that in real
terms hasnt made a cracker in over100 years ??
I smell a charlatan or someone that needs to (cough) put his money
Through the washing machine.
Lots of psycophantic sentences, which make me wince. Not least
“in line with the wonderful previous board custodians over the past 114 year”
And then there’s
“We are aware of the current criticisms levelled at the existing board, but any potential new owners have confirmed that there will be a new structure introduced throughout the club should the negotiations continue to a successful conclusion.”
Does that ‘new structure’ include Mr. Bottomley
Also (and i do know the answer the Board will give)
Are The Board prepared to let the fan base question the new investors prior to
the sale of shares being confirmed ? If and its a BIG IF the investors have nothing
to hide then they shouldn’t have anything but a positive response. They (investors)
would gain a lot of positive PR and the backing of a small but very loyal fan base.
My £2 is on this not happening
Lots of questions to be aimed at The Board on Tuesday
As I’m watching Dragons Den its ‘did you really really think this through before
bringing it in here ? I won’t be investing (in this ludicrous) opportunity’ |
As much as I agree with the sentiment of your post the “hasn’t made a cracker in over 100 years” is wide of the mark.
Last years accounts show a profit of 1.3million. Something unheard of in the lower realms.
Granted, next years accounts will be decimated but the proof is there in black and white that a properly run, efficient lower league club with a modest squad, with a focus on youth & cup runs can genuinely bring a return. | | | |
| Club Statement (for shareholders, via email) on 07:05 - May 28 with 8616 views | RAFCBLUE |
| Club Statement (for shareholders, via email) on 06:51 - May 28 by 1907 |
As much as I agree with the sentiment of your post the “hasn’t made a cracker in over 100 years” is wide of the mark.
Last years accounts show a profit of 1.3million. Something unheard of in the lower realms.
Granted, next years accounts will be decimated but the proof is there in black and white that a properly run, efficient lower league club with a modest squad, with a focus on youth & cup runs can genuinely bring a return. |
Be careful with that analysis.
Whilst 2019/20 shows a £1.3 profit (mainly off that back of addition revenue from the Man United and Newcastle games), 2018/19 shows a £1.3m loss.mainly due to less revenue and higher wages Costa from the disposal of Keith Hill.
Over two years that's break even and break even having had the windfall of the cup runs.
We then have the 2020/21 year which will be a massive loss and drain on cash due to Covid-19.
We simply don't play those big cup games every year and whilst the run has been good in the last 15 years they are not guaranteed. | |
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| Club Statement (for shareholders, via email) on 07:20 - May 28 with 8591 views | RAFCBLUE |
| Club Statement (for shareholders, via email) on 23:29 - May 27 by Stourdale |
This is obviously a sales pitch to get some backing.
Despite people’s distain for the current board, do people really think that major shareholders would sell the club down the river.
What has Andrew Kelly got to gain from diluting his shareholding, what do the kilpatricks have to gain?
Bottomley? Despite all of his failing’s (and there’s many) before being CEO he was a fan who stood on the terrace. Do people really think he would risk ruining his boyhood club for a dilution of his shares.
We aren’t Bury, we aren’t that desperate with millions in debt, if we were we would have bent over backwards to take Dan & Emre’s loan option.
I believe despite all the failings from the board, deep down they have the future of the club at heart and will try their hardest to get what they believe is best for the future of the club.
If they can get £6 x700,000 which gives us the opportunity to build then I would have to back it.
What’s the alternative? Someone slowly buys private shares and has little money to actually do anything with the club. Dan & Emre slowly accumulate and take over. rinse the club to prove an algorithm works then run off into the night leaving the club with more liabilities than can be afforded?
I want the current board gone 100% but I don’t want to cut my nose to spite my face. If there is a chance of sustained investment I’d bite their hand off and trust the fans on the board. |
With the greatest respect, I don't think you could be more wrong Stour Dale.
Q. What do these large shareholders have to gain?
A. Hundreds of thousands of pounds if the club is taken over from disposal of their shares to the new owner.
The briefing says - we do not have a majority owner.
To get a majority owner this mystery investor needs 50.1% of the shares.
The largest shareholder is 21% so you currently need the top 9 shareholders to vote for it:
Here is the breakdown:
https://www.fansnetwork.co.uk/football/rochdale/news/54603/mark-hodkinson-inside
If the Board get their way:
1. A mass of new shares are issued not to anyone on that list because they want pre-emption rights waived.
2. There is to be a "new structure"
3. My reading is that some or all of the current board will exit selling their shares to this new investor.
The Articles of Association say that the Directors have to ratify share transfers so that closed shop practice would mean ultimately the private sales to the new investor that are being so heavily criticised. | |
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| Club Statement (for shareholders, via email) on 07:31 - May 28 with 8555 views | James1980 |
Would those against the proposals be more likely to be in favour if there was less or no secrecy regarding the prospective investors? [Post edited 28 May 2021 7:31]
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