| Phil Sumbler Resigns as Trust Chairman on 11:02 - Nov 16 with 4426 views | Uxbridge |
| Phil Sumbler Resigns as Trust Chairman on 10:58 - Nov 16 by TheResurrection |
Is this you telling us it's going to be you?! |
Not a snowball's chance in hell. Not that it'd be appropriate in the current circumstances anyway, but the burden it places on someone's family is simply not worth it. A lot of that needs to be reined in IMO. |  |
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| Phil Sumbler Resigns as Trust Chairman on 11:09 - Nov 16 with 4412 views | Darran |
| Phil Sumbler Resigns as Trust Chairman on 11:02 - Nov 16 by Uxbridge |
Not a snowball's chance in hell. Not that it'd be appropriate in the current circumstances anyway, but the burden it places on someone's family is simply not worth it. A lot of that needs to be reined in IMO. |
I’ll guess it’ll be Alan or Will. |  |
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| Phil Sumbler Resigns as Trust Chairman on 11:51 - Nov 16 with 4332 views | QJumpingJack |
| Phil Sumbler Resigns as Trust Chairman on 11:09 - Nov 16 by Darran |
I’ll guess it’ll be Alan or Will. |
Or Nigel? |  | | |
| Phil Sumbler Resigns as Trust Chairman on 11:53 - Nov 16 with 4324 views | Darran |
| Phil Sumbler Resigns as Trust Chairman on 11:51 - Nov 16 by QJumpingJack |
Or Nigel? |
He’s got a major role hasn’t he? | |
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| Phil Sumbler Resigns as Trust Chairman on 11:55 - Nov 16 with 4315 views | Nookiejack |
| Phil Sumbler Resigns as Trust Chairman on 10:48 - Nov 16 by Shaky |
There is no quasi-partnership.
Lord Wilberforce set out the requirements for this to exist is a case Ebrahimi v Westbourne Galleries Ltd (see http://swarb.co.uk/ebrahimi-v-westbourne-galleries-ltd-and-others-on-appeal-from )
Amongst other things the company must be small (£100 million turnover), all the shareholders are expected to play a role in the business (they did not, there were clearly purely financial investors), the relationship between the shareholders should be based on trust (nope there was a shareholders' agreement), and there should be restrictions on the sale of shares (no, there was a right of first refusal under the shareholders agreement and the Mel Nurse buyback was a custom job).
On the issue of warranties in the Share Purchase Agreement, it was made clear numerous times that the Trust did not have any case on the issue surrounding the Shareholders' agreement. Instead if a case were successful it would arise from unfair prejudice, not from breach of contract.
Therefore your position boils down to a belief that although any irregularities with respect to the shareholders' agreement are worth nothing to the Trust they are worth almost £15m to Kaplan in compensation from the sellers. In compensation for nothing! Sorry, but it is nonsense. [Post edited 16 Nov 2017 10:54]
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I’ll take a look Shaky at the case.
The club was established 2001/2002 and turnover would have only exceeded £100m when we got promoted to PL. Trust Supporters Director has been on Board I think from start. Raising issues such as Safe standing, disability, ticket pricing - as opposed to being a purely financial investor. I do your arguments though. As I said hoped your Unfair Prejudice arguments were stronger than the quasi partnership.
Also isn’t right of first refusal a restriction - as you have to go through this process first to other shareholders - when selling your shares.
Re: warranties in the SPA have you also got a link to a thread where the Trust confirmed it did not have any case in respect of the Shareholders Agreement?
Why does Chris Farnell, a solicitor acting for Huw Jenkins and other selling parties ask the Trust to sign a waiver stating that the Original Shareholders Agreement was not, and has never been valid?
You have proved that you know your stuff in respect of all of this. Hope you are not a plant of the selling shareholders though - as it is very difficult to trust anyone on all of this. (The Res has previously vouched for you so good enough for me). | | | |
| Phil Sumbler Resigns as Trust Chairman on 12:07 - Nov 16 with 4274 views | Shaky |
| Phil Sumbler Resigns as Trust Chairman on 11:55 - Nov 16 by Nookiejack |
I’ll take a look Shaky at the case.
The club was established 2001/2002 and turnover would have only exceeded £100m when we got promoted to PL. Trust Supporters Director has been on Board I think from start. Raising issues such as Safe standing, disability, ticket pricing - as opposed to being a purely financial investor. I do your arguments though. As I said hoped your Unfair Prejudice arguments were stronger than the quasi partnership.
Also isn’t right of first refusal a restriction - as you have to go through this process first to other shareholders - when selling your shares.
Re: warranties in the SPA have you also got a link to a thread where the Trust confirmed it did not have any case in respect of the Shareholders Agreement?
Why does Chris Farnell, a solicitor acting for Huw Jenkins and other selling parties ask the Trust to sign a waiver stating that the Original Shareholders Agreement was not, and has never been valid?
You have proved that you know your stuff in respect of all of this. Hope you are not a plant of the selling shareholders though - as it is very difficult to trust anyone on all of this. (The Res has previously vouched for you so good enough for me). |
Right of first refusal if more of a courtesy than a restriction, not too dissimilar to preemption rights. The seller will always be able to sell at precisely the same price as he can obtain elsewhere. .
Don't have a tread on the Shareholders Agreement, sorry.
Why would Jenkins' lawyer try to get that waiver? Because it is lawyers' jobs to tie up loose ends, big and small. |  |
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| Phil Sumbler Resigns as Trust Chairman on 12:34 - Nov 16 with 4173 views | Nookiejack |
| Phil Sumbler Resigns as Trust Chairman on 12:07 - Nov 16 by Shaky |
Right of first refusal if more of a courtesy than a restriction, not too dissimilar to preemption rights. The seller will always be able to sell at precisely the same price as he can obtain elsewhere. .
Don't have a tread on the Shareholders Agreement, sorry.
Why would Jenkins' lawyer try to get that waiver? Because it is lawyers' jobs to tie up loose ends, big and small. |
For me it seems to be more than a loose end.
The sellers lost a lot of negative PR by approaching the Trust for the waiver - in compensation for tying up a loose end?
Look at us still talking about it now.
Wouldn’t they have discussed the the advantages and disadvantages of whether to approach the Trust on this with Jenkins and Morgan first?
If such a small issue wouldn’t they have advised to just let it go? | | | |
| Phil Sumbler Resigns as Trust Chairman on 12:46 - Nov 16 with 4135 views | Shaky |
| Phil Sumbler Resigns as Trust Chairman on 12:34 - Nov 16 by Nookiejack |
For me it seems to be more than a loose end.
The sellers lost a lot of negative PR by approaching the Trust for the waiver - in compensation for tying up a loose end?
Look at us still talking about it now.
Wouldn’t they have discussed the the advantages and disadvantages of whether to approach the Trust on this with Jenkins and Morgan first?
If such a small issue wouldn’t they have advised to just let it go? |
You're the one talking about this, Nookie ;-)
I personally don't see any value in speculating about what may or may not have gone through people's minds when all this was going down.
The only thing i am interested in is whether it is material or not, and I am +95% certain it is the latter. | |
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| Phil Sumbler Resigns as Trust Chairman on 14:07 - Nov 16 with 3909 views | Nookiejack |
| Phil Sumbler Resigns as Trust Chairman on 12:46 - Nov 16 by Shaky |
You're the one talking about this, Nookie ;-)
I personally don't see any value in speculating about what may or may not have gone through people's minds when all this was going down.
The only thing i am interested in is whether it is material or not, and I am +95% certain it is the latter. |
So you have originally got in place a Shareholders Agreement where no one shareholder can take majority control and all parties have held to this agreement since 2001/2002.
All the selling Shareholders then ignore the agreement to leave the Trust in an illiquid position, with its shares worthless minimum £20m loss?
Isn’t the fact that the Selling Shareholders then saying to the Yanks there was no Shareholders Agreement was a major breach of contract against the Trust?
Surely this is much more than an irregularity?
Given its importance the Yanks ask for a Warranty - knowing if the Trust loses value they will sue the Yanks whi then rely on the warranty.
I understand your arguments on the quasi partnership but not on the Warranty - sorry for being slow - I will get there eventually. | | | |
| Phil Sumbler Resigns as Trust Chairman on 14:11 - Nov 16 with 3890 views | QJumpingJack |
one thing which stands out forgetting the financials at the moment, is the lack of respect the owners have shown The Trust which probably stems from the way in which they were ignored around the sale in 2016.
Very sad. | | | |
| Phil Sumbler Resigns as Trust Chairman on 14:18 - Nov 16 with 3860 views | Professor |
Just catching up from being away.
Simply thanks for all the hard work Phil. I know you have been instrumental in many good things at the club. The 'Kids for a Quid' was a great scheme prior to the PL days which turned at least one of my kids into a Swans supporter. | | | |
| Phil Sumbler Resigns as Trust Chairman on 14:21 - Nov 16 with 3847 views | Darran |
| Phil Sumbler Resigns as Trust Chairman on 14:07 - Nov 16 by Nookiejack |
So you have originally got in place a Shareholders Agreement where no one shareholder can take majority control and all parties have held to this agreement since 2001/2002.
All the selling Shareholders then ignore the agreement to leave the Trust in an illiquid position, with its shares worthless minimum £20m loss?
Isn’t the fact that the Selling Shareholders then saying to the Yanks there was no Shareholders Agreement was a major breach of contract against the Trust?
Surely this is much more than an irregularity?
Given its importance the Yanks ask for a Warranty - knowing if the Trust loses value they will sue the Yanks whi then rely on the warranty.
I understand your arguments on the quasi partnership but not on the Warranty - sorry for being slow - I will get there eventually. |
I don’t fully understand the legalities of this but from what I was told back in August by a very good sauce not everyone had signed the initial shareholders agreement.
For instance I don’t believe Mr Dineen had signed it hence him not needing his lawyer to write to the Trust in the same way Mr Jenkins had.
I did actually post it on here at the time but nobody listens to me.
The person I bumped into earlier down Liberty by Darran 22 Aug 2017 18:03They took my number because they had some business to get done down there before they left for Milton Keynes and they've just rung me.
He/She reckons that now that the Trust vote is over Huw Jenkins is going to have to buy shares off the Trust but Leigh Dineen isn't.
Apparently Mr Dineen (and another) was given more time to get his money together so he had not signed the initial Shareholders Agreement.
I suppose this is why only Jenkins wrote to the Trust asking them to rip it up.
Also a few years ago everyone had agreed to get a new Shareholders Agreement drafted but it hadn't happened.
Anyone know if this is correct? I'm only saying what I've been told and I don't think I'm being wound up but stranger things have happened.
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| Phil Sumbler Resigns as Trust Chairman on 15:00 - Nov 16 with 3738 views | Nookiejack |
| Phil Sumbler Resigns as Trust Chairman on 14:21 - Nov 16 by Darran |
I don’t fully understand the legalities of this but from what I was told back in August by a very good sauce not everyone had signed the initial shareholders agreement.
For instance I don’t believe Mr Dineen had signed it hence him not needing his lawyer to write to the Trust in the same way Mr Jenkins had.
I did actually post it on here at the time but nobody listens to me.
The person I bumped into earlier down Liberty by Darran 22 Aug 2017 18:03They took my number because they had some business to get done down there before they left for Milton Keynes and they've just rung me.
He/She reckons that now that the Trust vote is over Huw Jenkins is going to have to buy shares off the Trust but Leigh Dineen isn't.
Apparently Mr Dineen (and another) was given more time to get his money together so he had not signed the initial Shareholders Agreement.
I suppose this is why only Jenkins wrote to the Trust asking them to rip it up.
Also a few years ago everyone had agreed to get a new Shareholders Agreement drafted but it hadn't happened.
Anyone know if this is correct? I'm only saying what I've been told and I don't think I'm being wound up but stranger things have happened.
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Does that mean it is only why Huw Jenkins was only offering to buy the Trust's shares - as part of the Trusts's recommended deal?
Unless one has the full fact-base then it is all speculation. | | | |
| Phil Sumbler Resigns as Trust Chairman on 15:02 - Nov 16 with 3734 views | exhmrc1 |
possibly Dineen didn't sign it as it was signed at the time of taking over from Petty hd eidnt have any shares | | | |
| Phil Sumbler Resigns as Trust Chairman on 15:06 - Nov 16 with 3718 views | Joe_bradshaw |
| Phil Sumbler Resigns as Trust Chairman on 15:02 - Nov 16 by exhmrc1 |
possibly Dineen didn't sign it as it was signed at the time of taking over from Petty hd eidnt have any shares |
I would say that’s very likely. He got his shares much later.
I wonder whether he benefited from the agreement when Mel Nurse’s shares were distributed?
You know, the one he didn’t sign. |  |
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| Phil Sumbler Resigns as Trust Chairman on 15:30 - Nov 16 with 3647 views | Loyal |
| Phil Sumbler Resigns as Trust Chairman on 14:11 - Nov 16 by QJumpingJack |
one thing which stands out forgetting the financials at the moment, is the lack of respect the owners have shown The Trust which probably stems from the way in which they were ignored around the sale in 2016.
Very sad. |
They are getting away with it at the moment, but now maybe some will begin to see what was actually done last season as opposed to standing around shouting aimless chants about nothing. |  |
| Nolan sympathiser, clout expert, personal friend of Leigh Dineen, advocate and enforcer of porridge swallows.
The official inventor of the tit w@nk. | | Poll: | Who should be Swansea number 1 |
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| Phil Sumbler Resigns as Trust Chairman on 17:58 - Nov 16 with 3321 views | Shaky |
| Phil Sumbler Resigns as Trust Chairman on 14:07 - Nov 16 by Nookiejack |
So you have originally got in place a Shareholders Agreement where no one shareholder can take majority control and all parties have held to this agreement since 2001/2002.
All the selling Shareholders then ignore the agreement to leave the Trust in an illiquid position, with its shares worthless minimum £20m loss?
Isn’t the fact that the Selling Shareholders then saying to the Yanks there was no Shareholders Agreement was a major breach of contract against the Trust?
Surely this is much more than an irregularity?
Given its importance the Yanks ask for a Warranty - knowing if the Trust loses value they will sue the Yanks whi then rely on the warranty.
I understand your arguments on the quasi partnership but not on the Warranty - sorry for being slow - I will get there eventually. |
"So you have originally got in place a Shareholders Agreement where no one shareholder can take majority control and all parties have held to this agreement since 2001/2002. "
I have never seen the shareholders' agreement but recall hearing it was a "gentlemans' agreement" that no shareholder should exceed 25% rather than an explicit term.
And If there was in fact a major breach you would imagine the Trust would have pursued an action under law of contract since that would have been far more obvious and straight-forward to litigate.
As i said initially, had that happened Kaplan would have had some limited recourse to the sellers via the Reps & Warranties. But that has not been the case.
The fact is that in the past shareholders agreements were specialised and expensive to draft properly. As a consequence many where just bog standard affairs cooked up for the sake of appearances rather than substance.
I'm guessing that was the case here, especially on what must have been a shoestring budget initially; there were far more important things to spend limited funds on than to blow a big wodge on legal fees. | |
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| Phil Sumbler Resigns as Trust Chairman on 18:47 - Nov 16 with 3206 views | Nookiejack |
| Phil Sumbler Resigns as Trust Chairman on 17:58 - Nov 16 by Shaky |
"So you have originally got in place a Shareholders Agreement where no one shareholder can take majority control and all parties have held to this agreement since 2001/2002. "
I have never seen the shareholders' agreement but recall hearing it was a "gentlemans' agreement" that no shareholder should exceed 25% rather than an explicit term.
And If there was in fact a major breach you would imagine the Trust would have pursued an action under law of contract since that would have been far more obvious and straight-forward to litigate.
As i said initially, had that happened Kaplan would have had some limited recourse to the sellers via the Reps & Warranties. But that has not been the case.
The fact is that in the past shareholders agreements were specialised and expensive to draft properly. As a consequence many where just bog standard affairs cooked up for the sake of appearances rather than substance.
I'm guessing that was the case here, especially on what must have been a shoestring budget initially; there were far more important things to spend limited funds on than to blow a big wodge on legal fees. |
OK thanks Shaky | | | |
| Phil Sumbler Resigns as Trust Chairman on 19:39 - Nov 16 with 3059 views | Nookiejack |
| Phil Sumbler Resigns as Trust Chairman on 18:47 - Nov 16 by Nookiejack |
OK thanks Shaky |
Another one for you Shaky - in the attached article on unfair prejudice - under the Remedy section
"However, in practice, the most common remedy awarded to a successful Petitioner is to order that their shares be purchased by those who caused the unfair prejudice."
https://www.ashfords.co.uk/article/guide-to-unfair-prejudice-against-shareholder
If unfair prejudice was proven - wouldn't the selling shareholders be seen as the party causing the unfair prejudice?
i.e. The Selling Shareholders and The the Trust in 2001/2002 entered into a business venture together, shared risk and reward, and formed a company with limited liability. The company has the power to change the articles by special resolution, but that power has to be exercised bona fide for the benefit of the company as a whole.
The selling shareholders and Trust operated in respect of this business model sharing risk and reward together up until the sale.
Just before the sale the selling shareholders changed the Articles (I assume at the request of the Yanks) and altered them in favour of the "Majority' shareholder (soon to be the Yanks).
The selling shareholders hand over control of the club to the Yanks - and received a control premium for the shares they have sold from the Yanks - whilst the Trust's stake was left in a totally illiquid position (resulting in the Trust's shares having minimal value).
The selling shareholders therefore benefited from the change in Articles but not the company as a whole (i.e.not all members).
So wouldn't the selling shareholders be seen as the party causing the unfair prejudice - to benefit from the sale? | | | |
| Phil Sumbler Resigns as Trust Chairman on 20:04 - Nov 16 with 2973 views | Nookiejack |
| Phil Sumbler Resigns as Trust Chairman on 19:39 - Nov 16 by Nookiejack |
Another one for you Shaky - in the attached article on unfair prejudice - under the Remedy section
"However, in practice, the most common remedy awarded to a successful Petitioner is to order that their shares be purchased by those who caused the unfair prejudice."
https://www.ashfords.co.uk/article/guide-to-unfair-prejudice-against-shareholder
If unfair prejudice was proven - wouldn't the selling shareholders be seen as the party causing the unfair prejudice?
i.e. The Selling Shareholders and The the Trust in 2001/2002 entered into a business venture together, shared risk and reward, and formed a company with limited liability. The company has the power to change the articles by special resolution, but that power has to be exercised bona fide for the benefit of the company as a whole.
The selling shareholders and Trust operated in respect of this business model sharing risk and reward together up until the sale.
Just before the sale the selling shareholders changed the Articles (I assume at the request of the Yanks) and altered them in favour of the "Majority' shareholder (soon to be the Yanks).
The selling shareholders hand over control of the club to the Yanks - and received a control premium for the shares they have sold from the Yanks - whilst the Trust's stake was left in a totally illiquid position (resulting in the Trust's shares having minimal value).
The selling shareholders therefore benefited from the change in Articles but not the company as a whole (i.e.not all members).
So wouldn't the selling shareholders be seen as the party causing the unfair prejudice - to benefit from the sale? |
Just to add to the above.
When you read the Case law on this the judges appear to-
1. look at why the company was first formed and what were the expectations of all them members at the time.
2. considers whether the prejudice against a member has been unfair - the courts will regard the prejudice as unfair if a 'man in the street bystander' would believe it to be unfair.
3. consider whether the rights/interest of a member have been prejudiced against.
The Selling Shareholders and The the Trust in 2001/2002 formed the company together, shared risk and reward, to save professional football in Swansea. (Even just before the sale they produced a file 'Jack to a King' with the message run by the fans for the fans).
After the sale the Trust's shares are illiquid and valueless - the selling shareholders benefiting from receiving ac control premium from the Yanks. The Trust therefore suffering loss.
Wouldn't a 'Man in the street bystander' believe all of the above to be 'unfair 'against the Trust? | | | |
| Phil Sumbler Resigns as Trust Chairman on 20:35 - Nov 16 with 2900 views | grampajack |
Thanks for trying Phil. Enjoy. | | | |
| Phil Sumbler Resigns as Trust Chairman on 21:26 - Nov 16 with 2757 views | londonlisa2001 |
| Phil Sumbler Resigns as Trust Chairman on 20:04 - Nov 16 by Nookiejack |
Just to add to the above.
When you read the Case law on this the judges appear to-
1. look at why the company was first formed and what were the expectations of all them members at the time.
2. considers whether the prejudice against a member has been unfair - the courts will regard the prejudice as unfair if a 'man in the street bystander' would believe it to be unfair.
3. consider whether the rights/interest of a member have been prejudiced against.
The Selling Shareholders and The the Trust in 2001/2002 formed the company together, shared risk and reward, to save professional football in Swansea. (Even just before the sale they produced a file 'Jack to a King' with the message run by the fans for the fans).
After the sale the Trust's shares are illiquid and valueless - the selling shareholders benefiting from receiving ac control premium from the Yanks. The Trust therefore suffering loss.
Wouldn't a 'Man in the street bystander' believe all of the above to be 'unfair 'against the Trust? |
I'm not being funny Nookie, but why are you rerunning this? It doesn't matter what the man on the street says or thinks, a leading QC in this area said there was a strong case. Full stop. The members of the Trust voted against action, full stop.
Why does going over what the case could or couldn't be (and based on incomplete knowledge at that) add anything?
As an aside, the deal, which I voted in favour of rejecting, valued the Trust's shares at the same value per share as the original deal. | | | |
| Phil Sumbler Resigns as Trust Chairman on 21:41 - Nov 16 with 2702 views | Nookiejack |
| Phil Sumbler Resigns as Trust Chairman on 21:26 - Nov 16 by londonlisa2001 |
I'm not being funny Nookie, but why are you rerunning this? It doesn't matter what the man on the street says or thinks, a leading QC in this area said there was a strong case. Full stop. The members of the Trust voted against action, full stop.
Why does going over what the case could or couldn't be (and based on incomplete knowledge at that) add anything?
As an aside, the deal, which I voted in favour of rejecting, valued the Trust's shares at the same value per share as the original deal. |
I don't know Lisa just got involved in a thread and one post led to another. | | | |
| Phil Sumbler Resigns as Trust Chairman on 22:51 - Nov 16 with 2527 views | MoscowJack |
| Phil Sumbler Resigns as Trust Chairman on 21:26 - Nov 16 by londonlisa2001 |
I'm not being funny Nookie, but why are you rerunning this? It doesn't matter what the man on the street says or thinks, a leading QC in this area said there was a strong case. Full stop. The members of the Trust voted against action, full stop.
Why does going over what the case could or couldn't be (and based on incomplete knowledge at that) add anything?
As an aside, the deal, which I voted in favour of rejecting, valued the Trust's shares at the same value per share as the original deal. |
"As an aside, the deal, which I voted in favour of rejecting, valued the Trust's shares at the same value per share as the original deal."
I think this is where the issue is, but is the argument a misunderstanding of sorts (unlikely, but possible) or a chance for the goalposts to be moved?
Also, is the misunderstanding worthy of causing a fuss, or not? My guess is that it's definitely worthy, or Phil and Matt wouldn't have walked away. Just my guess though. | |
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| Phil Sumbler Resigns as Trust Chairman on 08:08 - Nov 17 with 2197 views | Phil_S |
| Phil Sumbler Resigns as Trust Chairman on 22:51 - Nov 16 by MoscowJack |
"As an aside, the deal, which I voted in favour of rejecting, valued the Trust's shares at the same value per share as the original deal."
I think this is where the issue is, but is the argument a misunderstanding of sorts (unlikely, but possible) or a chance for the goalposts to be moved?
Also, is the misunderstanding worthy of causing a fuss, or not? My guess is that it's definitely worthy, or Phil and Matt wouldn't have walked away. Just my guess though. |
Any change in the terms of the deal recommended would need to be referred to our members
I guess it would be up to each individual as to whether those change are worthy enough of a change in viewpoint on whether the deal should be accepted or not. For me they were. I wont speak for Matt |  | | |
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