| New shares 19:46 - Mar 7 with 32547 views | TTNYear |
Apparently new/more shares are being issued from the club... this needs discussing. |  |
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| New shares on 19:15 - Mar 8 with 2705 views | TomRAFC |
There have indeed been requests for secrecy and that is all they are, requests. I'm glad to see that people have chosen to ignore those requests.
There has been a message coming from the club that we need to increase cashflow. I would be surprised if the board were pursuing this route if they didn't have a buyer in mind. Then again why would the waver be for 5 years if there was someone lined up.
I've definitely got concerns around a buyer gaining a stake in the ground/land. Particularly if they are an unknown individual. |  |
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| New shares on 19:39 - Mar 8 with 2635 views | boromat |
| New shares on 21:03 - Mar 7 by judd |
Why? |
To attempt to keep it quiet, I don't know that's why I posed it as a question.
I'm not a shareholder so doesn't affect me. But I should imagine if they've asked for it to be kept quiet it's in the shareholders best interest to do so. Shareholders might just be shooting themselves in the foot? | |
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| New shares on 19:56 - Mar 8 with 2596 views | windowsbug |
| New shares on 19:39 - Mar 8 by boromat |
To attempt to keep it quiet, I don't know that's why I posed it as a question.
I'm not a shareholder so doesn't affect me. But I should imagine if they've asked for it to be kept quiet it's in the shareholders best interest to do so. Shareholders might just be shooting themselves in the foot? |
I am a shareholder....
I don't have a clue what's going on. |  | | |
| New shares on 20:33 - Mar 8 with 2538 views | judd |
| New shares on 19:39 - Mar 8 by boromat |
To attempt to keep it quiet, I don't know that's why I posed it as a question.
I'm not a shareholder so doesn't affect me. But I should imagine if they've asked for it to be kept quiet it's in the shareholders best interest to do so. Shareholders might just be shooting themselves in the foot? |
There have been several published articles clearly stating the club was seeking investors. There has been many written and broadcast utterances of how much it costs per month to run the place. Made public the signing of several non-disclosure agreements. Announced at the forum that potential investors had been dumped, also that future investment may mean a dramatic restructuring of the club ownership and management. [Post edited 8 Mar 2020 21:55]
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| New shares on 21:26 - Mar 8 with 2452 views | Thacks_Rabbits |
My knowledge is somewhat limited as I have only dealt with companies listed in the public domain, so I may get some facts incorrect, so apologies in advance.
It’s difficult to fully assess what is going on, as it’s been done without public knowledge, I will try and explain my understanding as best I can, again apologies if limited knowledge of full details and internal knowledge detracts.
Essentially, the shares that are unissued, are a capital asset within the club, I would guess if we went bust the unissued shares would be irrelevant and that issued shares would only be entitled to a share of the assets of the club, that is only an example, just saying if we went all bury.
So if we raise capital from selling existing shares (not a scrip issue) the overall value of existing shares devalues due to numbers in the public domain, but the capital of the company increases, so it should more than balance out for existing shareholders, albeit with reduced influence if they don’t buy more.
So, in essence the club is cash richer, but we could lose influence and control over decisions. Clearly if the share price is £6 then the club and assets are valued at £3 million pounds overall, after debts and debtors.
So after the shares get sold, we have a balance sheet of £5.4 million, with 900k of shareholders.
It may be that existing shareholders have to be informed of the available shares, prior to public release, that is very likely, as an “option” (to buy further shares) is normally offered to existing shareholders prior to public release.
My honest opinion is that nothing sinister has happened yet, the board may have to offer the shares confidentially initially, if they are not taken up then they will probably offer in the public forum, I would suggest the trust use all raised funds to purchase shares.
It could be they want to reduce CD’s influence, or use the funds to buy a training ground, or whatever, god only knows, but don’t compare this to FFCBFC, as it’s not. It’s right we are all concerned and ask questions, but it may just be that they have had to act this way legally.
Should I receive a pm of what has been sent out it will be fully confidential, that I do promise! |  |
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| New shares on 21:43 - Mar 8 with 2402 views | kiwidale |
I was fully expecting that to be thrown at me James but I did not expect it to come from you, membership of the trust is irrelevant in this matter. If I was resident in the UK I would definitely be an active member of the trust however I am at the other side of the world well removed from participating in any Dale related activities also the bank fees involved with remitting and receiving money overseas are enough to dissuade me. I'm definitely in the armchair fan bracket but that does not disqualify me from raising my concerns. | |
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| New shares on 21:55 - Mar 8 with 2369 views | James1980 |
| New shares on 21:43 - Mar 8 by kiwidale |
I was fully expecting that to be thrown at me James but I did not expect it to come from you, membership of the trust is irrelevant in this matter. If I was resident in the UK I would definitely be an active member of the trust however I am at the other side of the world well removed from participating in any Dale related activities also the bank fees involved with remitting and receiving money overseas are enough to dissuade me. I'm definitely in the armchair fan bracket but that does not disqualify me from raising my concerns. |
The email was sent to trust members. So I thought a plea for additional members would be appropriate | |
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| New shares on 21:57 - Mar 8 with 2367 views | D_Alien |
| New shares on 21:43 - Mar 8 by kiwidale |
I was fully expecting that to be thrown at me James but I did not expect it to come from you, membership of the trust is irrelevant in this matter. If I was resident in the UK I would definitely be an active member of the trust however I am at the other side of the world well removed from participating in any Dale related activities also the bank fees involved with remitting and receiving money overseas are enough to dissuade me. I'm definitely in the armchair fan bracket but that does not disqualify me from raising my concerns. |
I very much doubt there is any connection between what James posted and your previous post(s). It wasn't even in reply to you. It seems to me he was simply making an observation based on all the posts in this thread, in terms of shareholding |  |
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| New shares on 21:59 - Mar 8 with 2357 views | RAFCBLUE |
| New shares on 09:12 - Mar 8 by aleanddale |
Thank you.
I don’t know who you are RAFCBLUE but your view on all things financial makes sense to me and in my eyes your on the money so to speak. Never been a more apt phrase.
Just look at the shambles at giggle. They went down this route.
As long as everything is out in the open explained properly and does not leave us wide open to outside chancers knocking on the door then I guess there could be good reasons for this.
Anything else apart from total transparency and it stinks and needs opposing.
No chance delete this thread we are better than that as a club and as fans. |
FWIW, there are a number of things that do not make a lot of sense.
First, some numbers. According to Companies House, there were 502,597 shares when the club reported in June 2019 spread across 335 individual shareholders.
To get these resolutions passed, the club need 75% of votes cast. That's NOT 75% of 502,597 but 75% of the votes cast. You would imagine the current Board would vote for it.
The filings show that the current Board has the following shareholdings:
Andrew Kilpatrick - 110,000 shares
Andrew Kelly - 35,070 shares
Tony Pockney - 12,500 shares
Graham Rawlinson - 14,250 shares
David Bottomley - 13,100 shares
Those 5 individuals control 184,920 shares 37% of the votes that could be cast.
It's by no means guaranteed that the special resolutions would pass.
Second, the timing of the announcement.
The fans forum was held on 17 February 2020. This was posted to shareholders on 26 February 2020 alongside the usual papers for the financial results that were published on 11 February 2020.
Did the club know they were going to do this when the fans forum took place - yes.
The accounts at the time were accompanied by a letter from the Chairman that was completely silent on this.
Third, the lack of disclosure.
There will be some who will say that the "keep it secret" approach helps the club. For me, they are entitled to their opinion.
Company law exists to protect shareholders - all shareholders. There is no such thing as keeping things secret in the Companies Act.
I can't fathom a reason why, both in communications to shareholders and then separately at a fans forum it doesn't get a detailed mention.
My logic for that is really simple; by deliberately not talking about it and avoiding that it is going to get a whole load of scrutiny before the vote on 23 March.
It didn't need to be.
Fourth, the lack of clear explanation about the real plan
The proposal is to allow the rules around the structure of ownership to be relaxed for a 5 year period and left in the hands of the current Board.
Specially:
"Whilst we do not have any advanced negotiations for any purchase of shares, we have approached and have been approached by several possible buyers. This Club is almost unique in its current structure whereby the share ownership is very widespread and there is no majority owner. It is also distinctive that the current Board is made up of supporters. Whilst this has worked in the past to varying degrees of success, we cannot dismiss future paths in order to secure the future of the Club, and this Meeting enables discussions to be progressed if the right match is found."
Five years from now is 2025.
These proposals, if accepted, allow the current Board free reign to find a buyer at £6 per share without reconsulting or requiring any other shareholder approval in that time.
Interesting times if you are a Dale fan.
It was said at the forum that we are financially on a sound footing so it does make you question why the secrecy. The current CEO is 60 in May and the current Chairman is 59.
In 5 years time they will be in the process of thinking about retiring, if they have not already.
Where RAFC goes over the next 10 years is firmly in the hands of shareholder and don't underestimate the opportunity for The Trust to proactively preventing having the same issues here that we have seen at other North West clubs. |  |
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| New shares on 21:59 - Mar 8 with 2350 views | nordenblue |
| New shares on 21:55 - Mar 8 by James1980 |
The email was sent to trust members. So I thought a plea for additional members would be appropriate |
Do you need to justify your actions to someone on the other side of the planet?
Carry on what you're doing James,with your enthusiasm [Post edited 8 Mar 2020 22:02]
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| New shares on 22:06 - Mar 8 with 2320 views | James1980 |
| New shares on 21:59 - Mar 8 by nordenblue |
Do you need to justify your actions to someone on the other side of the planet?
Carry on what you're doing James,with your enthusiasm [Post edited 8 Mar 2020 22:02]
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I need to justify myself to all on here | |
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| New shares on 22:08 - Mar 8 with 2315 views | TVOS1907 |
| New shares on 22:06 - Mar 8 by James1980 |
I need to justify myself to all on here |
You don't James. I've told you that in person. |  |
| When I was your age, I used to enjoy the odd game of tennis. Or was it golf? |
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| New shares on 22:10 - Mar 8 with 2312 views | judd |
| New shares on 22:08 - Mar 8 by TVOS1907 |
You don't James. I've told you that in person. |
Nor me James. Your opinion is both highly valid and valued and it's a great suggestion that you have made. A massive recruitment potential for the Trust. | |
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| New shares on 22:17 - Mar 8 with 2282 views | RAFCBLUE |
| New shares on 21:26 - Mar 8 by Thacks_Rabbits |
My knowledge is somewhat limited as I have only dealt with companies listed in the public domain, so I may get some facts incorrect, so apologies in advance.
It’s difficult to fully assess what is going on, as it’s been done without public knowledge, I will try and explain my understanding as best I can, again apologies if limited knowledge of full details and internal knowledge detracts.
Essentially, the shares that are unissued, are a capital asset within the club, I would guess if we went bust the unissued shares would be irrelevant and that issued shares would only be entitled to a share of the assets of the club, that is only an example, just saying if we went all bury.
So if we raise capital from selling existing shares (not a scrip issue) the overall value of existing shares devalues due to numbers in the public domain, but the capital of the company increases, so it should more than balance out for existing shareholders, albeit with reduced influence if they don’t buy more.
So, in essence the club is cash richer, but we could lose influence and control over decisions. Clearly if the share price is £6 then the club and assets are valued at £3 million pounds overall, after debts and debtors.
So after the shares get sold, we have a balance sheet of £5.4 million, with 900k of shareholders.
It may be that existing shareholders have to be informed of the available shares, prior to public release, that is very likely, as an “option” (to buy further shares) is normally offered to existing shareholders prior to public release.
My honest opinion is that nothing sinister has happened yet, the board may have to offer the shares confidentially initially, if they are not taken up then they will probably offer in the public forum, I would suggest the trust use all raised funds to purchase shares.
It could be they want to reduce CD’s influence, or use the funds to buy a training ground, or whatever, god only knows, but don’t compare this to FFCBFC, as it’s not. It’s right we are all concerned and ask questions, but it may just be that they have had to act this way legally.
Should I receive a pm of what has been sent out it will be fully confidential, that I do promise! |
Not all money raised would go into the club.
Effectively if passed, these resolutions are setting the price for one shareholder to sell to another and adding just under 400,000 currently unallocated shares to allow that to happen so someone can get a clear majority.
At present, to gain control someone would need to agree with the board and then get another 15% of shares, mainly from small holders.
Assuming 900,000 shares control of the club could be gained by buying the 400,000 shares at £6 which would add £2.4m into the club.
The buyer would then require 50,001 shares from current holders - one would think that members of the current board would sell to that individual and step down. That money would go to the selling shareholder and not to the club.
Control of RAFC, including the ground, is proposed to go on sale for a minimum of £2.7m for the next five years at a fixed price with no additional shareholder approval.
That no additional shareholder approval point is key since the buying individual does not need to proof their funding or plan to anyone other than our current Board who would be empowered to do a deal providing it sat within the voted for parameters. | |
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| New shares on 22:24 - Mar 8 with 2248 views | RAFCBLUE |
| New shares on 22:10 - Mar 8 by judd |
Nor me James. Your opinion is both highly valid and valued and it's a great suggestion that you have made. A massive recruitment potential for the Trust. |
This is a huge opportunity for the Trust in the context of the long term future of the club.
The best Trust I am aware of is Exeter City's. It's brilliant.
https://en.wikipedia.org/wiki/Exeter_City_Supporters%27_Trust
That is not me suggesting that Trust should run the club, but it can and should have as large an ownership share of the club as it can amass IMO. | |
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| New shares on 22:27 - Mar 8 with 2240 views | judd |
| New shares on 22:17 - Mar 8 by RAFCBLUE |
Not all money raised would go into the club.
Effectively if passed, these resolutions are setting the price for one shareholder to sell to another and adding just under 400,000 currently unallocated shares to allow that to happen so someone can get a clear majority.
At present, to gain control someone would need to agree with the board and then get another 15% of shares, mainly from small holders.
Assuming 900,000 shares control of the club could be gained by buying the 400,000 shares at £6 which would add £2.4m into the club.
The buyer would then require 50,001 shares from current holders - one would think that members of the current board would sell to that individual and step down. That money would go to the selling shareholder and not to the club.
Control of RAFC, including the ground, is proposed to go on sale for a minimum of £2.7m for the next five years at a fixed price with no additional shareholder approval.
That no additional shareholder approval point is key since the buying individual does not need to proof their funding or plan to anyone other than our current Board who would be empowered to do a deal providing it sat within the voted for parameters. |
Superbly illuminating - thank you.
Does your analysis of the intention also conclude that the current restriction on authorised shares is the be removed if so voted, thereby allowing further shares to be made available over and above the c. 400,000 currently in treasury? And further weakening current shareholder influence? | |
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| New shares on 22:29 - Mar 8 with 2226 views | judd |
| New shares on 22:24 - Mar 8 by RAFCBLUE |
This is a huge opportunity for the Trust in the context of the long term future of the club.
The best Trust I am aware of is Exeter City's. It's brilliant.
https://en.wikipedia.org/wiki/Exeter_City_Supporters%27_Trust
That is not me suggesting that Trust should run the club, but it can and should have as large an ownership share of the club as it can amass IMO. |
As I understand it, supporters trust shareholding at Rochdale has been deliberately restricted to what it currently has through no fault of the Trust itself. | |
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| New shares on 22:30 - Mar 8 with 2225 views | 442Dale |
| New shares on 22:10 - Mar 8 by judd |
Nor me James. Your opinion is both highly valid and valued and it's a great suggestion that you have made. A massive recruitment potential for the Trust. |
Very true. For those who may have had valid reasons not to join the Trust in the past, reasons that remain valid now, it’s certainly worth considering again. Up to individuals of course but the advantages right now are obvious.
For those who have any issues sorting joining as mentioned, more than happy to sort your membership if you would like, send a PM with details.
And no, I’m not on the Trust. I’m as (constructively) critical of them as anyone, but their role is vital. |  |
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| New shares on 22:32 - Mar 8 with 2197 views | D_Alien |
| New shares on 22:29 - Mar 8 by judd |
As I understand it, supporters trust shareholding at Rochdale has been deliberately restricted to what it currently has through no fault of the Trust itself. |
I don't doubt it - but if it's been restricted in the past, couldn't it be restricted going forward? | |
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| New shares on 22:38 - Mar 8 with 2166 views | judd |
| New shares on 22:32 - Mar 8 by D_Alien |
I don't doubt it - but if it's been restricted in the past, couldn't it be restricted going forward? |
It would appear that is the intention. | |
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| New shares on 22:39 - Mar 8 with 2159 views | D_Alien |
| New shares on 22:38 - Mar 8 by judd |
It would appear that is the intention. |
If that's true, it can only be interpreted as malign to the Trust | |
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| New shares on 22:42 - Mar 8 with 2139 views | tony_roch975 |
| New shares on 22:03 - Mar 7 by RAFCBLUE |
The EGM proposals will come, I suspect, as special resolutions.
A special resolution is a resolution of the company's shareholders which requires at least 75% of the votes cast by shareholders in favour of it in order to pass.
The top few people don’t currently have 75% of the shares as if they did, they wouldn’t need to bother calling this EGM. |
Where in the Club's Articles of Association did you find the requirement for a 75% pass threshold? I think the Articles require the Board to seek the Company's direction at a General Meeting when seeking an increase of capital. | |
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| New shares on 23:04 - Mar 8 with 2086 views | judd |
| New shares on 22:42 - Mar 8 by tony_roch975 |
Where in the Club's Articles of Association did you find the requirement for a 75% pass threshold? I think the Articles require the Board to seek the Company's direction at a General Meeting when seeking an increase of capital. |
Do you have a copy? | |
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| New shares on 23:56 - Mar 8 with 2046 views | Thacks_Rabbits |
| New shares on 22:17 - Mar 8 by RAFCBLUE |
Not all money raised would go into the club.
Effectively if passed, these resolutions are setting the price for one shareholder to sell to another and adding just under 400,000 currently unallocated shares to allow that to happen so someone can get a clear majority.
At present, to gain control someone would need to agree with the board and then get another 15% of shares, mainly from small holders.
Assuming 900,000 shares control of the club could be gained by buying the 400,000 shares at £6 which would add £2.4m into the club.
The buyer would then require 50,001 shares from current holders - one would think that members of the current board would sell to that individual and step down. That money would go to the selling shareholder and not to the club.
Control of RAFC, including the ground, is proposed to go on sale for a minimum of £2.7m for the next five years at a fixed price with no additional shareholder approval.
That no additional shareholder approval point is key since the buying individual does not need to proof their funding or plan to anyone other than our current Board who would be empowered to do a deal providing it sat within the voted for parameters. |
Excellent post and think it mostly agrees with what I posted.
Majority control of the club could be done for £2.4 million and whatever 50001 shares could be purchased for. I agree totally that we don’t want someone with a majority control, but isa majority control sufficient to make decisions here or does it need more, I am sure all sorts of statutes may be in place regarding the purchase off the council.
I really don’t know the full details but I think it’s been done in a very underhand way, unless there is an obligation to inform and offer to existing shareholders first, but as stated I don’t see why that would be confidential. | |
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| New shares on 00:19 - Mar 9 with 1997 views | kiwidale |
| New shares on 21:55 - Mar 8 by James1980 |
The email was sent to trust members. So I thought a plea for additional members would be appropriate |
James if your post was simply a call for new trust members then I was wrong to read into it any slight on non trust members. I apologise. [Post edited 9 Mar 2020 0:24]
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