| Could the trust be doomed? 15:16 - Nov 6 with 25826 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 15:05 - Nov 8 with 1506 views | Davillin |
| Could the trust be doomed? on 09:47 - Nov 8 by NOTRAC |
Over the years the club has transacted day to day business with Companies owned by its Directors and shareholders.
For example in the last set of accounts to May 2013 note 33 shows that they had the following amount of transactions
With M W Morgans various companies £3,191,170
H D Cooze. £150,861
S R Penny. (For legal services). £71813
L Dineen. £91,278
Whilst the above are fully disclosed and are perfectly legal there have obviously been benefits to those directors from being associated with Swansea City.
Also of course all directors would receive the best seating and refreshments free of charge .
So to say that they have all enacted their Directorships for no rewards isn't quite the case. |
Fascinating, thanks.
Let me assume for the sake of discussion that all of that money was "earned" as payment for services rendered, while ignoring that there are laws regulating commercial interaction between company and shareholders [at least in the States, which I have frequently written, usually agree with U.K. laws, which I'm sure LondonLisa knows well and will elucidate]. So I assume that all of those regulations have been satisfactorily followed, and put that aside for the moment.
Each of them has already received dividends far in excess of their investment [the word used precisely as it is supposed to be used], which would actually include interest on the initial investment if "interest" per se were part of the system, which it isn't because dividends are themselves "a return on investment," a specialized form of "interest."
My point is that they have already been amply rewarded -- in dividends alone -- for their original investment. Far more, in fact, than most stock investment is repaid in a shareholder's lifetime. [Edit add: And would continue to be rewarded through dividends if they do not sell out.]
This proposed transaction is now well into the realm of opportunistic greed. Here we thought they had put up the money to save Swansea City Football Club, as fans, not as "investors" looking for "the big payday."
If this has offended anyone, then truth has offended, not I.
From Ambition to Perfidy? [Post edited 8 Nov 2014 15:28]
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| Could the trust be doomed? on 15:57 - Nov 8 with 1469 views | londonlisa2001 |
| Could the trust be doomed? on 15:05 - Nov 8 by Davillin |
Fascinating, thanks.
Let me assume for the sake of discussion that all of that money was "earned" as payment for services rendered, while ignoring that there are laws regulating commercial interaction between company and shareholders [at least in the States, which I have frequently written, usually agree with U.K. laws, which I'm sure LondonLisa knows well and will elucidate]. So I assume that all of those regulations have been satisfactorily followed, and put that aside for the moment.
Each of them has already received dividends far in excess of their investment [the word used precisely as it is supposed to be used], which would actually include interest on the initial investment if "interest" per se were part of the system, which it isn't because dividends are themselves "a return on investment," a specialized form of "interest."
My point is that they have already been amply rewarded -- in dividends alone -- for their original investment. Far more, in fact, than most stock investment is repaid in a shareholder's lifetime. [Edit add: And would continue to be rewarded through dividends if they do not sell out.]
This proposed transaction is now well into the realm of opportunistic greed. Here we thought they had put up the money to save Swansea City Football Club, as fans, not as "investors" looking for "the big payday."
If this has offended anyone, then truth has offended, not I.
From Ambition to Perfidy? [Post edited 8 Nov 2014 15:28]
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yes - there are extensive restrictions under the companies act for related party transactions. Basically, they need to be at 'arms length' in other words at proper commercial pricing and also fully disclosed. (If they are not at arms length there are fairly extensive requirements re approvals from board / shareholders depending on size etc).
I've no doubt that these transactions will be at arms length and properly disclosed. Obviously, it is an advantage for these companies though (the ones supplying the services) since as long as the pricing is commercially OK, they have more than a fair chance of gaining the work so it's always going to be a benefit.
Re your wider point - I've been saying for ages that in some ways the one thing that no one really envisaged as a possibility when all of this was set up is what has actually happened. It's the scenario which never really worked for the trust's aims of increasing its ownership.
It's all dependant on what any shareholders' agreement says, as has been mentioned loads of times on this and other threads. As I have said before, there are obviously clauses that give the trust protection since otherwise this whole PR war would never have started. I note Huw's statement again on the official site today which again confirms it. And finally, if there was a genuine need for straight investment to benefit the club and only the club, then just issue new shares for investors and dilute yourselves - the proper valuation of the issue will mean that it may be dilutive in terms of % ownership but not in value of the shareholding since you'll own a smaller % of a bigger asset.
And, contrary to the views of some on here that seem to believe that a shareholders' agreement is unenforceable, I can only say that they know nothing. | | | |
| Could the trust be doomed? on 16:26 - Nov 8 with 1445 views | Davillin |
| Could the trust be doomed? on 15:57 - Nov 8 by londonlisa2001 |
yes - there are extensive restrictions under the companies act for related party transactions. Basically, they need to be at 'arms length' in other words at proper commercial pricing and also fully disclosed. (If they are not at arms length there are fairly extensive requirements re approvals from board / shareholders depending on size etc).
I've no doubt that these transactions will be at arms length and properly disclosed. Obviously, it is an advantage for these companies though (the ones supplying the services) since as long as the pricing is commercially OK, they have more than a fair chance of gaining the work so it's always going to be a benefit.
Re your wider point - I've been saying for ages that in some ways the one thing that no one really envisaged as a possibility when all of this was set up is what has actually happened. It's the scenario which never really worked for the trust's aims of increasing its ownership.
It's all dependant on what any shareholders' agreement says, as has been mentioned loads of times on this and other threads. As I have said before, there are obviously clauses that give the trust protection since otherwise this whole PR war would never have started. I note Huw's statement again on the official site today which again confirms it. And finally, if there was a genuine need for straight investment to benefit the club and only the club, then just issue new shares for investors and dilute yourselves - the proper valuation of the issue will mean that it may be dilutive in terms of % ownership but not in value of the shareholding since you'll own a smaller % of a bigger asset.
And, contrary to the views of some on here that seem to believe that a shareholders' agreement is unenforceable, I can only say that they know nothing. |
Many thanks for that, as always.
Regarding the "PR war," Trust protection was a good thing when the shareholders had the same dreams and intentions for the club as the Trust does, but gets in the way when bags of money became involved.
p.s. U.S. and U.K. corporate law are in agreement as usual. And some very bad things can result if the "arms length" rules are not strictly obeyed. | |
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| Could the trust be doomed? on 17:15 - Nov 8 with 1427 views | Shaky |
| Could the trust be doomed? on 15:57 - Nov 8 by londonlisa2001 |
yes - there are extensive restrictions under the companies act for related party transactions. Basically, they need to be at 'arms length' in other words at proper commercial pricing and also fully disclosed. (If they are not at arms length there are fairly extensive requirements re approvals from board / shareholders depending on size etc).
I've no doubt that these transactions will be at arms length and properly disclosed. Obviously, it is an advantage for these companies though (the ones supplying the services) since as long as the pricing is commercially OK, they have more than a fair chance of gaining the work so it's always going to be a benefit.
Re your wider point - I've been saying for ages that in some ways the one thing that no one really envisaged as a possibility when all of this was set up is what has actually happened. It's the scenario which never really worked for the trust's aims of increasing its ownership.
It's all dependant on what any shareholders' agreement says, as has been mentioned loads of times on this and other threads. As I have said before, there are obviously clauses that give the trust protection since otherwise this whole PR war would never have started. I note Huw's statement again on the official site today which again confirms it. And finally, if there was a genuine need for straight investment to benefit the club and only the club, then just issue new shares for investors and dilute yourselves - the proper valuation of the issue will mean that it may be dilutive in terms of % ownership but not in value of the shareholding since you'll own a smaller % of a bigger asset.
And, contrary to the views of some on here that seem to believe that a shareholders' agreement is unenforceable, I can only say that they know nothing. |
Oh dear, does somebody really believe a shareholders agreement is unenforceable? Tell me who said that, so I may immediately mock them.
Wait -- you're not suggesting I did that, are you? Because that would be stooping to a new low even for you in willful misrepresentation/crackpot strawman argument
What I said was that a clause in a shareholders' agreement prohibiting the sale of shares once a right of first refusal process had been completed was unenforceable.
You do know that the reason Agreements stipulate a governing law, is so that clauses may be challenged in court, right?
And you do also realise that no clause preventing somebody from selling an asset he holds good title to, and over which no liens, pledges of security, etc exist can ever be legally enforceable, don't cha Lisa? |  |
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| Could the trust be doomed? on 17:29 - Nov 8 with 1405 views | londonlisa2001 |
| Could the trust be doomed? on 17:15 - Nov 8 by Shaky |
Oh dear, does somebody really believe a shareholders agreement is unenforceable? Tell me who said that, so I may immediately mock them.
Wait -- you're not suggesting I did that, are you? Because that would be stooping to a new low even for you in willful misrepresentation/crackpot strawman argument
What I said was that a clause in a shareholders' agreement prohibiting the sale of shares once a right of first refusal process had been completed was unenforceable.
You do know that the reason Agreements stipulate a governing law, is so that clauses may be challenged in court, right?
And you do also realise that no clause preventing somebody from selling an asset he holds good title to, and over which no liens, pledges of security, etc exist can ever be legally enforceable, don't cha Lisa? |
You've made it completely obvious that you don't know what you're talking about when it comes to dealing with UK companies, particularly privately owned companies, so I can't be bothered to argue with you.
Now tell me, have you as yet found a few minutes to look into why so many Americans have Welsh surnames and whether this means it's a vast untapped market of people longing for some link to the old country? | | | |
| Could the trust be doomed? on 17:53 - Nov 8 with 1378 views | DDCH |
I am enjoying this thread, in-spite of or maybe because of the flirty bickering.
Once the answer is thrashed out, maybe it's time to get a room |  |
| The poster formally known as DannyDyersChocolateHomunculus
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| Could the trust be doomed? on 20:45 - Nov 8 with 1313 views | MoscowJack |
Shaky, why do you continue to throw insults at the same time as you're showing that you're completely out of your depth?
Is it something you learnt from your friends at "Goldman"? That still makes me laugh and is one of the first things I remember when I start to believe anything you read. You're simply a clever liar and are pretending to be something that you're not.
I've never met Lisa or Jackonicko, but they seem far more able to rip your comments to shreds than you are to able defend them. That's always the sign of someone who's talking bullsh!t. Absolute bullsh!t but without the courtesy to do it in the right style.
I don't think you're not an intelligent man as you obviously are. You know far more about these subjects than I ever will too (or you've just got more time to spend on Google than me) but even I case see that you're squirming your way through these pages very badly.
Perhaps Phil S and the Trust have not just gone with people they know they can trust as professionals in this matter (whether in-house or outsourced) but also know how to conduct themselves in public. After all, you wouldn't want some arrogant, lying, divisive and abusive know-it-all on the Trust, would you?
After all, we're not trying to pull the wool over the eyes of the Global CEO of Merrill Lynch (like you proclaimed to have done once) now, are we? If we needed that, you'd be the man for the job ;) | |
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| Could the trust be doomed? on 21:48 - Nov 8 with 1267 views | _ |
| Could the trust be doomed? on 20:45 - Nov 8 by MoscowJack |
Shaky, why do you continue to throw insults at the same time as you're showing that you're completely out of your depth?
Is it something you learnt from your friends at "Goldman"? That still makes me laugh and is one of the first things I remember when I start to believe anything you read. You're simply a clever liar and are pretending to be something that you're not.
I've never met Lisa or Jackonicko, but they seem far more able to rip your comments to shreds than you are to able defend them. That's always the sign of someone who's talking bullsh!t. Absolute bullsh!t but without the courtesy to do it in the right style.
I don't think you're not an intelligent man as you obviously are. You know far more about these subjects than I ever will too (or you've just got more time to spend on Google than me) but even I case see that you're squirming your way through these pages very badly.
Perhaps Phil S and the Trust have not just gone with people they know they can trust as professionals in this matter (whether in-house or outsourced) but also know how to conduct themselves in public. After all, you wouldn't want some arrogant, lying, divisive and abusive know-it-all on the Trust, would you?
After all, we're not trying to pull the wool over the eyes of the Global CEO of Merrill Lynch (like you proclaimed to have done once) now, are we? If we needed that, you'd be the man for the job ;) |
Nick,
Whoa back
You are openly going on record as saying you don't know that much yet you're willing to diss Shaky's credentials. None of you know who he is, what he's got, yet you're all willing to take a pop at him for what? Telling it as he sees it and ruffling a few feathers along the way.
Do you know what - this is a small club and never more so has this been highlighted than now. We've all got friends here and there, we've all got people we hear things from and who we have built up some kind of friendship with.
This is the problem.... This has ALWAYS been the problem.
When the two Trust Directors of note have been that tied into the club itself it's time to start asking some serious questions. And not the questions that you're asking now and certainly not dissing strong voices who are willing and able and conscience free to do if themselves, it's time to get some cards finally on the table.
Enough of this cosy shit.... Like it's always been... Let's hear what the fack is going on at the club that us, the mere mortal supporters, will be left to pick up, after the latest "investors" have packed their bags and pissed off...
Ok... |  |
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| Could the trust be doomed? on 22:15 - Nov 8 with 1230 views | AngelRangelQS |
| Could the trust be doomed? on 21:48 - Nov 8 by _ |
Nick,
Whoa back
You are openly going on record as saying you don't know that much yet you're willing to diss Shaky's credentials. None of you know who he is, what he's got, yet you're all willing to take a pop at him for what? Telling it as he sees it and ruffling a few feathers along the way.
Do you know what - this is a small club and never more so has this been highlighted than now. We've all got friends here and there, we've all got people we hear things from and who we have built up some kind of friendship with.
This is the problem.... This has ALWAYS been the problem.
When the two Trust Directors of note have been that tied into the club itself it's time to start asking some serious questions. And not the questions that you're asking now and certainly not dissing strong voices who are willing and able and conscience free to do if themselves, it's time to get some cards finally on the table.
Enough of this cosy shit.... Like it's always been... Let's hear what the fack is going on at the club that us, the mere mortal supporters, will be left to pick up, after the latest "investors" have packed their bags and pissed off...
Ok... |
Agreed.
Huws been asking the wrong questions. The questions that need answering are:
1. Why do we now suddenly need outside investment?
2. What checks will be done on any new investors?
3. What is the number one aim of the board? Has it changed since the day they took over (which I always thought was safeguarding the future of the club, irrespective of the league we're in) and if so, why?
4. Why are we pleading poverty yet taking out decent dividends?
5. Why the smoke and mirrors over this and why not be honest and upfront with their intentions?
I've got a horrible feeling this is going to go tits up in a massive way. |  | | |
| Could the trust be doomed? on 22:16 - Nov 8 with 1228 views | JackToff |
 OK | | | |
| Could the trust be doomed? on 22:18 - Nov 8 with 1221 views | westx |
| Could the trust be doomed? on 09:47 - Nov 8 by NOTRAC |
Over the years the club has transacted day to day business with Companies owned by its Directors and shareholders.
For example in the last set of accounts to May 2013 note 33 shows that they had the following amount of transactions
With M W Morgans various companies £3,191,170
H D Cooze. £150,861
S R Penny. (For legal services). £71813
L Dineen. £91,278
Whilst the above are fully disclosed and are perfectly legal there have obviously been benefits to those directors from being associated with Swansea City.
Also of course all directors would receive the best seating and refreshments free of charge .
So to say that they have all enacted their Directorships for no rewards isn't quite the case. |
I get the ones for the legal fees but why the hell would the rest get the sums that they have? jobs for the boys runs right through this club | |
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| Could the trust be doomed? on 22:33 - Nov 8 with 1191 views | _ |
| Could the trust be doomed? on 22:18 - Nov 8 by westx |
I get the ones for the legal fees but why the hell would the rest get the sums that they have? jobs for the boys runs right through this club |
That's better... Let's get down to it. | |
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| Could the trust be doomed? on 22:35 - Nov 8 with 1188 views | westx |
| Could the trust be doomed? on 22:15 - Nov 8 by AngelRangelQS |
Agreed.
Huws been asking the wrong questions. The questions that need answering are:
1. Why do we now suddenly need outside investment?
2. What checks will be done on any new investors?
3. What is the number one aim of the board? Has it changed since the day they took over (which I always thought was safeguarding the future of the club, irrespective of the league we're in) and if so, why?
4. Why are we pleading poverty yet taking out decent dividends?
5. Why the smoke and mirrors over this and why not be honest and upfront with their intentions?
I've got a horrible feeling this is going to go tits up in a massive way. |
The answer to number 1 is clearly because our saviours are looking to cash in on their input from 10 years ago. I refuse to say investment because back then it wasn't one and as been posted on here they did not put money in to make a return yet they have made one several times over
They better do the checks you mention in number 2 or all sorts of shades of shite could happen
I wish the word investment would not be used it is a part takeover with more to come If the rumours are to be believed - it is time the club and the trust were more honest with us | |
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| Could the trust be doomed? on 22:37 - Nov 8 with 1184 views | westx |
| Could the trust be doomed? on 22:33 - Nov 8 by _ |
That's better... Let's get down to it. |
What are we getting down to now?
As an aside it is the money to the trust directors that worries me most did both take a leg up for their businesses on the back of our goodwill? | |
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| Could the trust be doomed? on 22:39 - Nov 8 with 1180 views | Witneyjack |
| Could the trust be doomed? on 22:18 - Nov 8 by westx |
I get the ones for the legal fees but why the hell would the rest get the sums that they have? jobs for the boys runs right through this club |
I'm confused. The way I see it, the club need certain services and work doing and they use the companies of club officials to do so. Are you saying these same officials awarded their own businesses the work and overcharged the club for personal gain? Or did they provide the services at a cheaper price, thereby saving the club money?
I would imagine it's the latter and I therefore see no problem. |  | | |
| Could the trust be doomed? on 22:40 - Nov 8 with 1171 views | Darran |
| Could the trust be doomed? on 22:39 - Nov 8 by Witneyjack |
I'm confused. The way I see it, the club need certain services and work doing and they use the companies of club officials to do so. Are you saying these same officials awarded their own businesses the work and overcharged the club for personal gain? Or did they provide the services at a cheaper price, thereby saving the club money?
I would imagine it's the latter and I therefore see no problem. |
I know for a fact they under charged. |  |
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| Could the trust be doomed? on 22:41 - Nov 8 with 1168 views | _ |
| Could the trust be doomed? on 22:37 - Nov 8 by westx |
What are we getting down to now?
As an aside it is the money to the trust directors that worries me most did both take a leg up for their businesses on the back of our goodwill? |
Ok then... No more pm's we know who we are...
Yes, quite.
What happened there then?
This Trust of ours... A bit handy innit...
The agenda that outtolunch (Leigh Dineen allegedly) talked about....
What's that then!?
Trust meeting please and quick. [Post edited 8 Nov 2014 22:43]
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| Could the trust be doomed? on 22:42 - Nov 8 with 1166 views | Davillin |
| Could the trust be doomed? on 22:39 - Nov 8 by Witneyjack |
I'm confused. The way I see it, the club need certain services and work doing and they use the companies of club officials to do so. Are you saying these same officials awarded their own businesses the work and overcharged the club for personal gain? Or did they provide the services at a cheaper price, thereby saving the club money?
I would imagine it's the latter and I therefore see no problem. |
LondonLisa confirmed that there are very strict rules of corporate law about retaining the companies of shareholders. I very seriously doubt that the club violated any of them. It could be legally suicidal. | |
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| Could the trust be doomed? on 22:43 - Nov 8 with 1156 views | JackToff |
| Could the trust be doomed? on 22:40 - Nov 8 by Darran |
I know for a fact they under charged. |
Evidence! | | | |
| Could the trust be doomed? on 22:46 - Nov 8 with 1135 views | Witneyjack |
| Could the trust be doomed? on 22:42 - Nov 8 by Davillin |
LondonLisa confirmed that there are very strict rules of corporate law about retaining the companies of shareholders. I very seriously doubt that the club violated any of them. It could be legally suicidal. |
So what point does that play in certain posters comments on here? Surely if the club needed services provided and club official's companies supplied them at a cheaper price that is good for the club! Why are they being castigated on here? That has no bearing on any potential takeover of SCFC! | | | |
| Could the trust be doomed? on 22:46 - Nov 8 with 1134 views | westx |
| Could the trust be doomed? on 22:41 - Nov 8 by _ |
Ok then... No more pm's we know who we are...
Yes, quite.
What happened there then?
This Trust of ours... A bit handy innit...
The agenda that outtolunch (Leigh Dineen allegedly) talked about....
What's that then!?
Trust meeting please and quick. [Post edited 8 Nov 2014 22:43]
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the question is a simple one - was this work they were doing before they were involved in the club or did they get it because they had an inside track? genuine question are there more there in a similar position?
Every shareholder must have an agenda now surely given the massive sums of money being talked about? | |
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| Could the trust be doomed? on 22:55 - Nov 8 with 1102 views | _ |
| Could the trust be doomed? on 22:39 - Nov 8 by Witneyjack |
I'm confused. The way I see it, the club need certain services and work doing and they use the companies of club officials to do so. Are you saying these same officials awarded their own businesses the work and overcharged the club for personal gain? Or did they provide the services at a cheaper price, thereby saving the club money?
I would imagine it's the latter and I therefore see no problem. |
Answer ARQS and Dav's questions before going all out and apologising for the club/board. | |
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