| Could the trust be doomed? 15:16 - Nov 6 with 25821 views | NOTRAC |
I am not sure about this, but because of the way the ownership of the shares in Swansea City have actually been made, it might be that two "owners" could allow the American investors virtual control of the Club, without recourse to the present Board of Directors, the Trust,or the remaining shareholders.
We are often told that Martin Morgan and his wife own 225,000 shares in the club and that Brian Ketzon owns 200,000 shares which together equate to 50% of the total shares issued.
In fact they actually own no shares at all.The shares are owned by Oth Limited (225,000 shares) and Five Thirty Limited (161216shares) and T L R Investments Limited (38784shares)
It can be assumed therefore that Oth Limited is owned by Martin Morgan and his wife, and the other two companies by Brian Ketzon and family.
Without knowing of any legal restrictions,both Martin Morgan and Brian Ketzon could sell their shares in Oth Limited, Five Thirty Limited and T L R Investments Limited without any recourse to Swansea City Football Club and let in the Americans through the back door.The shares as such would not have changed hands, they are still owned by the same Companies (where incidentally they are shown as investments on the Balance Sheets of those Companies), it is just that the Americans have control of those shares.
If the above is legally feasible, then the Americans could contain absolute control by buying in exactly the same way the shares allegedly owned by Dineen but which are in fact owned by Bulk Vending Limited and Van Zweden whose shares are owned by Swansea Jacks Limited.
If the above scenario was possible,and I know of no reason why legally it is not, then the Trust would be powerless to stop it, and would receive nothing for their shares
I would hope there are provisions in place to stop the above happening, otherwise the Trust could be doomed. |  |
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| Could the trust be doomed? on 15:50 - Nov 6 with 10312 views | londonlisa2001 |
It will be the owner of the shares (i.e. the companies you name rather than the owners of those companies) that will be parties to the shareholder agreement and will have any restrictions over them as to share sale / transfer etc.
I would be surprised if there also isn't mention in the shareholders' agreement of not only ownership of the shares but beneficial ownership of the shares (which cannot normally be transferred unless under the provisions of the shareholders agreement either).
A lot of shareholding in private companies will be done in this way, partly for tax purposes, and agreements are generally written to stop exactly the scenario that you outline. To be honest, if they were not, then in a lot of ways they wouldn't be worth the paper they are written on.
Obviously though, I don't know what the agreement is in this case - I'm generalising as to what normally happens. | | | |
| Could the trust be doomed? on 15:53 - Nov 6 with 10296 views | NOTRAC |
Thank you Lisa, Ihope you are right.
It does seem however that the investment /takeover is progressing .This is per Huw Jenkins quotes in today's Evening Post. [Post edited 6 Nov 2014 16:02]
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| Could the trust be doomed? on 16:12 - Nov 6 with 10241 views | tomdickharry |
| Could the trust be doomed? on 15:50 - Nov 6 by londonlisa2001 |
It will be the owner of the shares (i.e. the companies you name rather than the owners of those companies) that will be parties to the shareholder agreement and will have any restrictions over them as to share sale / transfer etc.
I would be surprised if there also isn't mention in the shareholders' agreement of not only ownership of the shares but beneficial ownership of the shares (which cannot normally be transferred unless under the provisions of the shareholders agreement either).
A lot of shareholding in private companies will be done in this way, partly for tax purposes, and agreements are generally written to stop exactly the scenario that you outline. To be honest, if they were not, then in a lot of ways they wouldn't be worth the paper they are written on.
Obviously though, I don't know what the agreement is in this case - I'm generalising as to what normally happens. |
Shareholders owning 10% or more of the issued share capital in the ultimate holding company are:
Mr & Mrs Martin Morgan - 23.7%
Brian Katzen - 21.1%
Swansea City Supporters Society Ltd - 21.1%
Huw Jenkins - 13.2%
Robert Davies
In view of the above post and yours who owns what? | | | |
| Could the trust be doomed? on 16:40 - Nov 6 with 10171 views | NOTRAC |
The Annual Return of Swansea City Football Club 2002 limited! the ultimate holding Company of Swansea city shows share ownership as follows
Oth Limited. 225000
David Morgan. 1
Swansea City Supporters Society limited 199,999
Robert Davies100,000
Swansea Jacks limited 50,000
TLR Investments limited 38784
Five Thirty Limited 161216
Huw Jenkins 125000
Bulk Vending Systems limited 50,000
Total shares issued 950000
Lisa is saying that an agreement would be in place to stop the transfer of shares in sayTLR Investments Limited taking place that would allow the new owner of TL R to own the swansea shares investment by that company.If that is the case there are no problems, and all decisions regarding the transfer or sale of shares would have to go through the Board | |
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| Could the trust be doomed? on 16:59 - Nov 6 with 10106 views | _ |
| Could the trust be doomed? on 15:53 - Nov 6 by NOTRAC |
Thank you Lisa, Ihope you are right.
It does seem however that the investment /takeover is progressing .This is per Huw Jenkins quotes in today's Evening Post. [Post edited 6 Nov 2014 16:02]
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Did he make any actual quotes? |  |
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| Could the trust be doomed? on 17:12 - Nov 6 with 10083 views | johnlangy |
I can't speak in legalese, just English.
As far as i'm aware, if any share owners decide they want to sell their shares they HAVE to offer those shares to the other current shareholders first who are eligible to buy a proportion of the sellers shares according to their current share percentage.
That may have been what's already been said but not in a way that I understand. | | | |
| Could the trust be doomed? on 17:12 - Nov 6 with 10072 views | Dewi1jack |
| Could the trust be doomed? on 16:59 - Nov 6 by _ |
Did he make any actual quotes? |
I skip read it earlier, but now I can't find it. Even typing in the last three dates, changing headlines etc.
Anyone still find it? |  |
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| Could the trust be doomed? on 17:53 - Nov 6 with 9965 views | Uxbridge |
| Could the trust be doomed? on 17:12 - Nov 6 by johnlangy |
I can't speak in legalese, just English.
As far as i'm aware, if any share owners decide they want to sell their shares they HAVE to offer those shares to the other current shareholders first who are eligible to buy a proportion of the sellers shares according to their current share percentage.
That may have been what's already been said but not in a way that I understand. |
Sort of. Any share sale has to first be offered to the existing shareholders before going outside. Same for any share issue.
Of course, if there's only one internal buyer and there's someone outside willing to outbid that party .... |  |
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| Could the trust be doomed? on 18:34 - Nov 6 with 9871 views | ItchySphincter |
I wonder if the former Mrs Morgan has any particular influence on the situation. |  |
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| Could the trust be doomed? on 18:42 - Nov 6 with 9855 views | acejack3065 |
In simple, honest terms, are we f**ked? |  | | |
| Could the trust be doomed? on 18:43 - Nov 6 with 9847 views | ItchySphincter |
| Could the trust be doomed? on 18:42 - Nov 6 by acejack3065 |
In simple, honest terms, are we f**ked? |
Define 'f**ked'? | |
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| Could the trust be doomed? on 19:13 - Nov 6 with 9795 views | Rancid |
| Could the trust be doomed? on 18:43 - Nov 6 by ItchySphincter |
Define 'f**ked'? |
For what it's worth I think there's been issues with the Trust and the board for a while now and not including this takeover possibility.
The board seems as distant from the fans as they ever have and sipping Dom Perignon with the likes of Stan Kroenke and the Prince of Bahrain has catapulted them to untouchable and unapproachable status whilst the Trust remains grounded and maintains it's morals and the voice of reason at the club.I think that's where the clash lies and whereas everyone involved is still fans of Swansea City and always will be I see a real split developing and fear for the Trust and it's influence at the club.
That could all well be a load of bollox, of course and completely wrong but it's my take on it. |  | | |
| Could the trust be doomed? on 19:15 - Nov 6 with 9787 views | dgt73 |
NOTRAC- you think to much just enjoy the football FFS. |  |
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| Could the trust be doomed? on 19:24 - Nov 6 with 9755 views | acejack3065 |
Is this the point of no return for the board then? Why are they so keen to cash in? | | | |
| Could the trust be doomed? on 19:27 - Nov 6 with 9744 views | Rancid |
| Could the trust be doomed? on 19:24 - Nov 6 by acejack3065 |
Is this the point of no return for the board then? Why are they so keen to cash in? |
For the benefit of the club of course  | | | |
| Could the trust be doomed? on 19:29 - Nov 6 with 9742 views | tomdickharry |
| Could the trust be doomed? on 19:13 - Nov 6 by Rancid |
For what it's worth I think there's been issues with the Trust and the board for a while now and not including this takeover possibility.
The board seems as distant from the fans as they ever have and sipping Dom Perignon with the likes of Stan Kroenke and the Prince of Bahrain has catapulted them to untouchable and unapproachable status whilst the Trust remains grounded and maintains it's morals and the voice of reason at the club.I think that's where the clash lies and whereas everyone involved is still fans of Swansea City and always will be I see a real split developing and fear for the Trust and it's influence at the club.
That could all well be a load of bollox, of course and completely wrong but it's my take on it. |
It was never explained clearly by the club why they stopped the £5 donation from the sale of each season ticket to the Trust,I thought that was a brilliant scheme and showed a commitment in real terms,from the outside in it would appear that the Trust have been stepping lightly on broken glass ever since. | | | |
| Could the trust be doomed? on 19:39 - Nov 6 with 9709 views | Rancid |
| Could the trust be doomed? on 19:29 - Nov 6 by tomdickharry |
It was never explained clearly by the club why they stopped the £5 donation from the sale of each season ticket to the Trust,I thought that was a brilliant scheme and showed a commitment in real terms,from the outside in it would appear that the Trust have been stepping lightly on broken glass ever since. |
The recent film and the lack of input from Trust members being another.When you've the likes of that vodka slurping bint having more of a say in our history that the likes of Phil or Allan Lewis then I'd feel a bit peeved and I think the Trust were. | | | |
| Could the trust be doomed? on 19:48 - Nov 6 with 9678 views | Dr_Winston |
| Could the trust be doomed? on 19:39 - Nov 6 by Rancid |
The recent film and the lack of input from Trust members being another.When you've the likes of that vodka slurping bint having more of a say in our history that the likes of Phil or Allan Lewis then I'd feel a bit peeved and I think the Trust were. |
If the Trust were they should have said so.
When the Trust Director has frequently dipped in on here to defend the clubs decisions to justifiably pissed off fans you have to wonder a little whether things have gotten a little cosy. The recent statement with regards the takeover was a refreshing change in the right direction.
Stuff like this they should be taking the club to task over. Publically. |  |
| Pain or damage don't end the world. Or despair, or f*cking beatings. The world ends when you're dead. Until then, you got more punishment in store. Stand it like a man... and give some back. |
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| Could the trust be doomed? on 19:57 - Nov 6 with 9652 views | dgt73 |
Why are people worrying about things that may never happen. Crazy. | |
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| Could the trust be doomed? on 20:01 - Nov 6 with 9639 views | Rancid |
| Could the trust be doomed? on 19:48 - Nov 6 by Dr_Winston |
If the Trust were they should have said so.
When the Trust Director has frequently dipped in on here to defend the clubs decisions to justifiably pissed off fans you have to wonder a little whether things have gotten a little cosy. The recent statement with regards the takeover was a refreshing change in the right direction.
Stuff like this they should be taking the club to task over. Publically. |
They did say they were disappointed about the film and the lack of input from the Trust.Phil mentioned it on here. [Post edited 6 Nov 2014 20:04]
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| Could the trust be doomed? on 20:11 - Nov 6 with 9617 views | Uxbridge |
| Could the trust be doomed? on 19:57 - Nov 6 by dgt73 |
Why are people worrying about things that may never happen. Crazy. |
Yes. Far better to just cross fingers and hope for the best. | |
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| Could the trust be doomed? on 20:14 - Nov 6 with 9598 views | Dr_Winston |
| Could the trust be doomed? on 20:01 - Nov 6 by Rancid |
They did say they were disappointed about the film and the lack of input from the Trust.Phil mentioned it on here. [Post edited 6 Nov 2014 20:04]
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Phil mentioned it. Can't remember anything official although I could be wrong. | |
| Pain or damage don't end the world. Or despair, or f*cking beatings. The world ends when you're dead. Until then, you got more punishment in store. Stand it like a man... and give some back. |
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| Could the trust be doomed? on 20:19 - Nov 6 with 9581 views | dgt73 |
| Could the trust be doomed? on 20:11 - Nov 6 by Uxbridge |
Yes. Far better to just cross fingers and hope for the best. |
No just enjoy the football that's being produced by the best ever Swans team. | |
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| Could the trust be doomed? on 20:22 - Nov 6 with 9566 views | Dr_Winston |
| Could the trust be doomed? on 20:19 - Nov 6 by dgt73 |
No just enjoy the football that's being produced by the best ever Swans team. |
Cause, y'know. The now is all that matters. F*ck the future. | |
| Pain or damage don't end the world. Or despair, or f*cking beatings. The world ends when you're dead. Until then, you got more punishment in store. Stand it like a man... and give some back. |
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