| From The Trust 09:59 - Jan 6 with 30438 views | Phil_S |
News from the Trust
Discussions on sale of Trust shares put on hold.
Dear Phil
We have been advised by the majority owners of Swansea City that they intend to put discussions around the sale of some of the Trust's shares to the owners of the club on hold. When informing us of this, the owners of the club cited the ongoing concerns among some Trust and Trust Board members about aspects of the share sale and also the majority owners own desire to concentrate on on-field matters.
As the mandate from Trust members to sell shares was given in July 2017 and there will now be a further delay in fulfilling that mandate, the Trust Board can confirm that a further members’ consultation will take place to ensure the Trust Board is acting on the current views of its membership on how we proceed from this point.
We will provide a further update to members as soon as possible.
Best wishes
The Swans Trust Team |  | | |  |
| From The Trust on 11:27 - Jan 8 with 2992 views | MoscowJack |
| From The Trust on 11:23 - Jan 8 by Nookiejack |
Nick,
Which option that the Trust members decide do you think would best suit MM? |
Grow up, Nookie! You're better than this..... |  |
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| From The Trust on 11:43 - Jan 8 with 2946 views | Nookiejack |
| From The Trust on 11:27 - Jan 8 by MoscowJack |
Grow up, Nookie! You're better than this..... |
Nick,
The Yanks have a lot to lose as well.
If Shaky is right and most of the costs are not incurred until this goes to court and it could take time to go to court - then it is very unlikely the Yanks will be able to flip their shareholding - whilst litigation is underway.
Who knows where we might be next season - plenty of clubs have dropped down a couple of levels. What will be the value of the their shares then?
They presumably launch funds and attract a consortium of investors. How is this currently looking to the passive investors of this consortium - if they suddenly do a google search of all this.
It surely can’t come across that they are managing the investment well?
What happens when they want to launch another fund?
So the Trust has considerable leverage here and it does actually have £800k to protect the value of its shareholding. | | | |
| From The Trust on 11:54 - Jan 8 with 2915 views | MoscowJack |
| From The Trust on 11:43 - Jan 8 by Nookiejack |
Nick,
The Yanks have a lot to lose as well.
If Shaky is right and most of the costs are not incurred until this goes to court and it could take time to go to court - then it is very unlikely the Yanks will be able to flip their shareholding - whilst litigation is underway.
Who knows where we might be next season - plenty of clubs have dropped down a couple of levels. What will be the value of the their shares then?
They presumably launch funds and attract a consortium of investors. How is this currently looking to the passive investors of this consortium - if they suddenly do a google search of all this.
It surely can’t come across that they are managing the investment well?
What happens when they want to launch another fund?
So the Trust has considerable leverage here and it does actually have £800k to protect the value of its shareholding. |
You're not listening to what I'm saying....you're selectively choosing to take what you want from my comments.
As I've said, I would love to see litigation, but not at the cost of emptying the Trust's bank accounts. I might be totally wrong though - as Shaky suggests, it might not be so expensive. I also said I'd like to hear from someone like Dai L who's got more experience with these things.
The Yanks can still sell, even if they have a court case though....they just have to give the necessary warranties and guarantees. It might put off some potential buyers, but not others. I agree that it doesn't look good, but a new owner might see it as more of an opportunity to build bridges....who knows?
Either way, it's just my personal opinion and one I'm happy to change if someone with good legal experience gives some more facts regarding the costs and chances of winning the case. I think we've a reasonable chance of winning, but those chances are reduced if we've got a 'no win, no fee' lawyer and the opposition have the best on the market.
Hope that's clear enough for you this time as I can't keep repeating myself over and over again. | |
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| From The Trust on 11:58 - Jan 8 with 2888 views | wobbly |
| From The Trust on 11:43 - Jan 8 by Nookiejack |
Nick,
The Yanks have a lot to lose as well.
If Shaky is right and most of the costs are not incurred until this goes to court and it could take time to go to court - then it is very unlikely the Yanks will be able to flip their shareholding - whilst litigation is underway.
Who knows where we might be next season - plenty of clubs have dropped down a couple of levels. What will be the value of the their shares then?
They presumably launch funds and attract a consortium of investors. How is this currently looking to the passive investors of this consortium - if they suddenly do a google search of all this.
It surely can’t come across that they are managing the investment well?
What happens when they want to launch another fund?
So the Trust has considerable leverage here and it does actually have £800k to protect the value of its shareholding. |
Make your mind up. It was only 2 pages ago in this very thread that you wrote:
‘I really don’t think the Yanks are worried about the litigation.
Dont even think they will put up much of a fight.”
Now apparently the yanks have got a lot to lose! I can’t keep up. |  | | |
| From The Trust on 12:15 - Jan 8 with 2843 views | Nookiejack |
| From The Trust on 11:58 - Jan 8 by wobbly |
Make your mind up. It was only 2 pages ago in this very thread that you wrote:
‘I really don’t think the Yanks are worried about the litigation.
Dont even think they will put up much of a fight.”
Now apparently the yanks have got a lot to lose! I can’t keep up. |
Yes very fair observation.
I suppose they are 2 different things
1. If The Trust wins in court then I assume the Yanks rely on the warranty that the Selling shareholders have given.
2. Whilst it goes to court the Yanks can’t flip their shares and risk downward spiral.
They could also suffer reputational damage the longer this goes on in respect of their management of their investment.
Maybe the assessment they have arrived at is that they would be significantly over paying now for the Trust’s shares in current relegation predicament - so will run the risk of 2 above and hope that the Trust thinks the costs are too high. | | | |
| From The Trust on 13:07 - Jan 8 with 2740 views | Shaky |
| From The Trust on 11:54 - Jan 8 by MoscowJack |
You're not listening to what I'm saying....you're selectively choosing to take what you want from my comments.
As I've said, I would love to see litigation, but not at the cost of emptying the Trust's bank accounts. I might be totally wrong though - as Shaky suggests, it might not be so expensive. I also said I'd like to hear from someone like Dai L who's got more experience with these things.
The Yanks can still sell, even if they have a court case though....they just have to give the necessary warranties and guarantees. It might put off some potential buyers, but not others. I agree that it doesn't look good, but a new owner might see it as more of an opportunity to build bridges....who knows?
Either way, it's just my personal opinion and one I'm happy to change if someone with good legal experience gives some more facts regarding the costs and chances of winning the case. I think we've a reasonable chance of winning, but those chances are reduced if we've got a 'no win, no fee' lawyer and the opposition have the best on the market.
Hope that's clear enough for you this time as I can't keep repeating myself over and over again. |
The case hinges on the extent to which the Trust as shareholders placed a level of trust in the other shareholders in general and Jenkins as Chairman in particular that went above and beyond that which is normal in a company.
To win that relationship of trust must qualify as a 'special relationship' as set out in the judgements in the cases I cited.
Forget about all the by the fans for the fans malarky, the fund raising from ordingary fans, the close bond from the very beginning, etc.
The simple fact is that the Trust did not have a director on the main holding company for the club in which they actually owned shares. That at least partially allowed Jenkins to pull off some of the corporate actions without any involvement by or knowledge of the Trust.
As I see it by definition this is firm proof of that special position of trust, easily and irrefutably demonstrated to the court by looking up the Companies House website.
Case closed.
As such it is completely different from the relatively messy and involved affair at Blackpool.
I'd be very interested to hear what the QC has to say, but I doubt this would take more than a few days, certainly no more than a week. |  |
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| From The Trust on 18:04 - Jan 8 with 2534 views | QJumpingJack |
I can't see the Americans being involved this time next year.
They will have sold. | | | |
| From The Trust on 18:25 - Jan 8 with 2476 views | thornabyswan |
| From The Trust on 18:04 - Jan 8 by QJumpingJack |
I can't see the Americans being involved this time next year.
They will have sold. |
They will have to take a big hit I think.
And who will buy I wonder if the Chinese interest was
genuine. | |
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| From The Trust on 18:27 - Jan 8 with 2471 views | MoscowJack |
| From The Trust on 18:25 - Jan 8 by thornabyswan |
They will have to take a big hit I think.
And who will buy I wonder if the Chinese interest was
genuine. |
I think the Chinese interest was real but it turned out that the guy was fake, or skint, or something like that. | |
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| From The Trust on 20:09 - Jan 8 with 2354 views | Nookiejack |
| From The Trust on 18:04 - Jan 8 by QJumpingJack |
I can't see the Americans being involved this time next year.
They will have sold. |
At any time if the Trust launch legal action - it will be difficult then for the Yanks to sell - whilst litigation is underway.
You can never say never that the Yanks would then be able to sell - but then most likely would have to sell at an even greater discount - to the value of the shares now in relegation situation.
Imagine a professional firm currently conducting due diligence for a potential buyer of the Yanks shares - let alone with litigation underway.
If it takes say a year to go to court locks them in. | | | |
| From The Trust on 20:15 - Jan 8 with 2332 views | Outsider |
| From The Trust on 13:07 - Jan 8 by Shaky |
The case hinges on the extent to which the Trust as shareholders placed a level of trust in the other shareholders in general and Jenkins as Chairman in particular that went above and beyond that which is normal in a company.
To win that relationship of trust must qualify as a 'special relationship' as set out in the judgements in the cases I cited.
Forget about all the by the fans for the fans malarky, the fund raising from ordingary fans, the close bond from the very beginning, etc.
The simple fact is that the Trust did not have a director on the main holding company for the club in which they actually owned shares. That at least partially allowed Jenkins to pull off some of the corporate actions without any involvement by or knowledge of the Trust.
As I see it by definition this is firm proof of that special position of trust, easily and irrefutably demonstrated to the court by looking up the Companies House website.
Case closed.
As such it is completely different from the relatively messy and involved affair at Blackpool.
I'd be very interested to hear what the QC has to say, but I doubt this would take more than a few days, certainly no more than a week. |
Shaky - thank you for again laying out this clear and actionable position.
Why do you think the long-time Trust Legal advisor in the form of Dai Little does not seem to see things as this straightforward, given the path of not taking legal action that the Trust has chosen to follow to date? | | | |
| From The Trust on 20:23 - Jan 8 with 2300 views | Nookiejack |
| From The Trust on 20:09 - Jan 8 by Nookiejack |
At any time if the Trust launch legal action - it will be difficult then for the Yanks to sell - whilst litigation is underway.
You can never say never that the Yanks would then be able to sell - but then most likely would have to sell at an even greater discount - to the value of the shares now in relegation situation.
Imagine a professional firm currently conducting due diligence for a potential buyer of the Yanks shares - let alone with litigation underway.
If it takes say a year to go to court locks them in. |
That’s why just starting the legal process at low cost (as Shaky said above most of the costs will be incurred whilst in court) - has option value.
In that if the Yanks do have a potential buyer, until it goes to court, they would then likely do a deal with the Trust - to stop the legal action. So that they could then sell. | | | |
| From The Trust on 20:25 - Jan 8 with 2293 views | Flashberryjack |
| From The Trust on 18:04 - Jan 8 by QJumpingJack |
I can't see the Americans being involved this time next year.
They will have sold. |
Can't see many lining up to buy a relegated team stripped of it's more valuable players, and a half empty stadium costing £300,000 PA to lease. |  |
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| From The Trust on 20:42 - Jan 8 with 2242 views | thornabyswan |
| From The Trust on 20:23 - Jan 8 by Nookiejack |
That’s why just starting the legal process at low cost (as Shaky said above most of the costs will be incurred whilst in court) - has option value.
In that if the Yanks do have a potential buyer, until it goes to court, they would then likely do a deal with the Trust - to stop the legal action. So that they could then sell. |
What's the chances of the sellouts buying it back with a big discount.
I think this happened at Stoke. | |
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| From The Trust on 20:42 - Jan 8 with 2238 views | Outsider |
| From The Trust on 20:23 - Jan 8 by Nookiejack |
That’s why just starting the legal process at low cost (as Shaky said above most of the costs will be incurred whilst in court) - has option value.
In that if the Yanks do have a potential buyer, until it goes to court, they would then likely do a deal with the Trust - to stop the legal action. So that they could then sell. |
Yes, correct. | | | |
| From The Trust on 20:47 - Jan 8 with 2214 views | pencoedjack |
| From The Trust on 20:42 - Jan 8 by thornabyswan |
What's the chances of the sellouts buying it back with a big discount.
I think this happened at Stoke. |
That would be the end of my love affair with Swansea City |  | | |
| From The Trust on 20:52 - Jan 8 with 2184 views | thornabyswan |
| From The Trust on 20:47 - Jan 8 by pencoedjack |
That would be the end of my love affair with Swansea City |
Yes it wouldn't be great but I do wonder what sort of buyer we will attract next. | |
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| From The Trust on 20:54 - Jan 8 with 2174 views | max936 |
| From The Trust on 20:09 - Jan 8 by Nookiejack |
At any time if the Trust launch legal action - it will be difficult then for the Yanks to sell - whilst litigation is underway.
You can never say never that the Yanks would then be able to sell - but then most likely would have to sell at an even greater discount - to the value of the shares now in relegation situation.
Imagine a professional firm currently conducting due diligence for a potential buyer of the Yanks shares - let alone with litigation underway.
If it takes say a year to go to court locks them in. |
The club will be in a worse state then though, if they are still here as they will care even less than they do now. |  |
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| From The Trust on 20:58 - Jan 8 with 2156 views | max936 |
| From The Trust on 20:47 - Jan 8 by pencoedjack |
That would be the end of my love affair with Swansea City |
It'll never happen, if it did I think I would feel the same. | |
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| From The Trust on 21:00 - Jan 8 with 2138 views | thornabyswan |
| From The Trust on 20:58 - Jan 8 by max936 |
It'll never happen, if it did I think I would feel the same. |
If the court case goes to plan the Trust may buy it back | |
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| From The Trust on 21:11 - Jan 8 with 2106 views | max936 |
| From The Trust on 21:00 - Jan 8 by thornabyswan |
If the court case goes to plan the Trust may buy it back |
It'll cost a lot of money to do that, to get the right people in place to run the club etc. | |
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| From The Trust on 23:08 - Jan 8 with 1982 views | swanforthemoney |
Reading the excellent points raised by Moscow and Shaky, I'd suggest the sensible course of action is for Little/Counsel/The Trust Board (including Lisa & ECB) to give us members a new set of options.
If we are to make an informed decision, they need to explain the costs, timescale, process of any proposed litigation. Or indeed if there might be options considering alternative approaches to the litigation, eg would it be sensible to go for no win no fee.
Since some detail has to be secret because to the NDA, we will have to take some of it on trust. (No pelters please, I have no agenda, I'm just trying to think it through)
It seems we depend a lot on Dai Little, a whole load of work for him to think out the new options. Which seems onerous given the amount of work that the abandoned negotiations must have taken.
Irrespective, I'd say the new options need to be presented, in outline at least, pretty quickly. If only to keep up the momentum of the last few weeks.
For the record I voted for the deal last summer. Even before Christmas I thought that if we could get the deal over the line,having 5 million or so of the new owners money without litigation was the safest bet. I think now that as long as we have a reasonable chance, I'd chuck the 800k at the litigation. What else is it there for?
My only worry would be if we lost and had to pay the losers costs, and if it comes to more than 800k, would they be able to take some of the shares in lieu of payment?
One last point. Do we litigate to make them buy all our shares? Or litigate to buy most of the shares but leave us with 5% and keep a board position.?
One very last point. As Jenkins has proven his dishonesty in tribunal and the rest of the sell outs have further shown themselves to be totally dishonourable in their recent social media and print media. We should base our decision purely on best financial recompense. Some calls to litigate just to get the sell outs in court seems to be beside the point to me. Anyone who cares knows what sort of people they are already. Any further revelations would just confirm things to those who already know, but won't really make any difference to those who dont care. Id say, concentrate on the cash, the reputations of the sell outs couldn't be further diminished. Jenkins has as good as said he's going in the summer anyway in that Walesonline piece.
So. Let's have a new, carefully thought out set of options presented to the membership. Not easy, a simple "sue/ not sue" question ignores some of the open questions I hope I've raised above. |  |
| I stand in the North Stand
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| From The Trust on 09:38 - Jan 9 with 1849 views | Shaky |
| From The Trust on 20:15 - Jan 8 by Outsider |
Shaky - thank you for again laying out this clear and actionable position.
Why do you think the long-time Trust Legal advisor in the form of Dai Little does not seem to see things as this straightforward, given the path of not taking legal action that the Trust has chosen to follow to date? |
No problem.
I don't know Dai Little so a little hard for me to comment, but Commercial Law is a big subject with lots of specialisations. On the other hand this case involved lots of different strands of law, and I am much more of a generalist and I had some hunches about where to dig.
It is also clear that Dai Little was and probably still is heavily invested in the supporters direct/ownership movement and philosophy, and nobody is entirely immune from talking their own book, as they say in the City. | |
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| From The Trust on 10:27 - Jan 9 with 1815 views | Whiterockin |
The amount of £800,000 is mentioned as the financial assets that the trust are holding.
If the new owners are "milking" the club as stated are the trust not entitled to 21% of all money taken out of the club. I understand money could be taken out through consultancy fees ect. But how could this be paid to members of a hedge fund without the trust getting their share? If the club is to be asset striped for the investors to get their £68M back, would the trust not get £21M.
Hopefully Shakey, Lisa or someone with the relative knowledge could explain this to me. |  | | |
| From The Trust on 10:54 - Jan 9 with 1788 views | Nookiejack |
| From The Trust on 10:27 - Jan 9 by Whiterockin |
The amount of £800,000 is mentioned as the financial assets that the trust are holding.
If the new owners are "milking" the club as stated are the trust not entitled to 21% of all money taken out of the club. I understand money could be taken out through consultancy fees ect. But how could this be paid to members of a hedge fund without the trust getting their share? If the club is to be asset striped for the investors to get their £68M back, would the trust not get £21M.
Hopefully Shakey, Lisa or someone with the relative knowledge could explain this to me. |
See article about Stan Kroenke of Arsena re: being challenged on level of Management fees he paid himself.
http://www.independent.co.uk/sport/football/premier-league/arsenal-news-stan-kro
If for example Trust launched a legal action locking the Yanks in for say at least a year until the court case - then they have 2 other options for getting their money out:-
1. Dividends - the issue for them then is the Trust would then receive 21% of the Dividends.
2. Management Fees - the Yanks will receive 100% of these.
The issue is what is a reasonable amount of Management Fees they can award themselves verses what level is excessive. Chris Pearlman is rumoured to be on a lucrative package - so you would expect this to be included in the total Management Fees they award themselves.
What the Trust has to have a contingency plan for is - in a relegation scenario if say they sell off all players with value and on high salaries and replace them with the U23s - then bank the parachute money - they may say pay large amounts
offshore to Delaware and say see you in court about whether they are excessive or not and obviously unfairly prejudicial to the Trust.
I don't know whether there are mechanisms for a court injection and freezing the club's bank accounts.
Latest Management Accounts are obviously vital and I assume the Trust has Information rights as a 21% shareholder - which means the Yanks then have to deliver the Trust the Management Accounts within a certain period of time.
There was a time after the sale where the Trust didn't receive the Management Accounts for about 3 to 5 months - this can never be allowed to happen again in the future. | | | |
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