| KPMG have resigned as Company Auditors on 15:46 - Sep 21 with 1895 views | Nookiejack |
| KPMG have resigned as Company Auditors on 15:16 - Sep 21 by londonlisa2001 |
They do - the new articles includes pre emption rights (both first and second pre emption). It's a bit moot though as the Trust are unlikely to be able to take them up, and it also depends on whether there has been any assignment of voting rights to the Americans from other shareholders - if so, then they can just use a special resolution to get round the pre emption. But there are pre emption rights for all shareholders including the Trust.
On the second point - again, that not strictly true, and in fact, having just read the relevant section of the Articles, the position over first refusal is actually quite interesting.
There is no first refusal right when the Americans sell - you are quite correct. But there is when any other shareholders sell. And it refers to the shareholders' agreement with respect to that. So if, say, Martin Morgan sells, then it says that right of first refusal has to be given according to the existing shareholder agreement. The reason I say that is interesting is because the 'other shareholders' between them have enough shares to stop the Americans reaching 75%. So the devil will be in the detail - we won't know exactly what that means until the Trust decide to make public their discussions. But theoretically, there COULD be a situation where MM or HJ sell shares and the Trust could be given the right to buy before the Americans can (depending on whether they are a full party to the shareholders' agreement or not).
If, by the way, there is a downward spiral and the Americans want out, it would be pretty likely that the Trust could buy shares if they wish (if they had as you suggest built up significant funds) as a club in a downward spiral would be unlikely to have a bunch of Chinese investors fighting over it. |
The Americans have 68% of the shares and the Trust would not have first opportunity of buying them - if the Yanks wanted to sell them?
Instead of Chinese - what about some of the ex shareholders. They might decide to chance their arm again. They will have the funds (run by the fans - for the fans mark 2) why should individuals like them have the opportunity of buying back into the club. The Trust would have stuck by the club (whereas ex shareholders have sold out) - so shouldn't the Trust have first opportunity of buying the Yanks shares - in a downward spiral scenario? One day the Trust might then take control of the club. |  | |  |
| KPMG have resigned as Company Auditors on 15:53 - Sep 21 with 1889 views | londonlisa2001 |
| KPMG have resigned as Company Auditors on 15:46 - Sep 21 by Nookiejack |
The Americans have 68% of the shares and the Trust would not have first opportunity of buying them - if the Yanks wanted to sell them?
Instead of Chinese - what about some of the ex shareholders. They might decide to chance their arm again. They will have the funds (run by the fans - for the fans mark 2) why should individuals like them have the opportunity of buying back into the club. The Trust would have stuck by the club (whereas ex shareholders have sold out) - so shouldn't the Trust have first opportunity of buying the Yanks shares - in a downward spiral scenario? One day the Trust might then take control of the club. |
The Americans would sell to whoever offered the most money.
That applies whether or not right of first refusal is given as the Trust even with that right would have to meet the same offer.
I wouldn't get worked up about ROFR to be honest - it was in place previously and hasn't stopped the Americans buying the club with no attempt by the Trust to enforce their right.
If the Trust have the money to buy in the future they will be able to do so. | | | |
| KPMG have resigned as Company Auditors on 16:00 - Sep 21 with 1882 views | MattG |
| KPMG have resigned as Company Auditors on 13:41 - Sep 21 by londonlisa2001 |
Don't disagree with that at all and I've said before how angry it made / makes me.
But we've had this sort of speculation for years - how many times have we had endless threads about players having stupid release clauses in their contracts for pennies, which have never turned out to be true (I don't mean proper ones like Joey for £15m or Brendan for £5m).
Maybe all clubs are the same - I don't know, because I never look at their websites, but we do seem to have a particular delight in the thought that everything is up sh*t creek.
It's probably a general Swansea thing - you know:
'lovely weather we're having',
'yes, but it'll be raining again next week'.
Perhaps we're all just genetically a right miserable bunch of moaners :-) |
Take your point but the difference here is that this thread was based on fact rather than supposition which is usually the case with threads about release clauses, players wages or whatever.
I for one am thankful that it is a storm in a teacup and that things aren't up sh*t creek but that would only have been immediately apparent to people with experience of such matters so I don't think there's any criticism due here. |  | | |
| KPMG have resigned as Company Auditors on 16:41 - Sep 21 with 1829 views | Nookiejack |
| KPMG have resigned as Company Auditors on 15:53 - Sep 21 by londonlisa2001 |
The Americans would sell to whoever offered the most money.
That applies whether or not right of first refusal is given as the Trust even with that right would have to meet the same offer.
I wouldn't get worked up about ROFR to be honest - it was in place previously and hasn't stopped the Americans buying the club with no attempt by the Trust to enforce their right.
If the Trust have the money to buy in the future they will be able to do so. |
The thing is with ROFR the Trust then doesn't have to get into a bidding war. If someone comes along and makes a bid for the Yanks shares - the Trust can match it or not, as you say if Trust has sufficient funds at the time (and if not a ridiculous offer). This ROFR must have value. | | | |
| KPMG have resigned as Company Auditors on 16:52 - Sep 21 with 1810 views | Tom1912 |
This is simply due to a decision by the US owners to use a different accounting company of their choice as auditors and nothing else. | | | |
| KPMG have resigned as Company Auditors on 17:07 - Sep 21 with 1782 views | Borojack |
| KPMG have resigned as Company Auditors on 13:34 - Sep 21 by Smellyplumz |
In our defence I think people are still feeling very sore after the sale of the club which did stink of being under hand, we are just a bit touchy innit. |
Understandably as well in my opinion we have gone from being the model club run by fans for the fans.
To something completely different.
I think the Americans dropped a clanger in not declaring to the Trust that negotiations were on going.
Maybe we would not have so much sceptism then. |  |
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| KPMG have resigned as Company Auditors on 17:09 - Sep 21 with 1780 views | londonlisa2001 |
| KPMG have resigned as Company Auditors on 16:41 - Sep 21 by Nookiejack |
The thing is with ROFR the Trust then doesn't have to get into a bidding war. If someone comes along and makes a bid for the Yanks shares - the Trust can match it or not, as you say if Trust has sufficient funds at the time (and if not a ridiculous offer). This ROFR must have value. |
If you'll excuse me saying so, you seem to be determined to find something wrong. In the past few days you have stated that the Americans have the right to remove the Trust director (they don't), they have removed the right of pre emption (they haven't) and now the right of first refusal (partially true). You've also speculated about the management accounts.
If your intention is to find something wrong, then the ROFR is not there specifically for the Americans' own shares (it is for the shares of any other shareholder).But, as I said, if the club is doing well then the Trust won't have the money anyway, and if the club is in free fall, no one else is likely to want to enter into a 'bidding war' with the Trust anyway. And that only applies if, as you say, the Trust has any money (even in a downward spiral) which will only happen if huge dividends are paid out in the meantime, which means several very successful years before that can happen.
Why not wait to see what the Trust say after their discussions. The thing that struck me after reading the clause you talked about, is that the shareholders' agreement is obviously referred to, which means it still exists. So a lot depends on what it says and whether it talks about any other matters which give or don't give the trust protection.
I'm not happy about the takeover, but speculation isn't going to change facts. It's far more interesting in my view that the American company transferred shares in the club (the holding company for the club to be accurate) to Martin Morgan, Louise Morgan and Brian Katzen on 21 July. Hopefully that may also be addressed at some point by the Trust. | | | |
| KPMG have resigned as Company Auditors on 17:10 - Sep 21 with 1777 views | londonlisa2001 |
| KPMG have resigned as Company Auditors on 16:52 - Sep 21 by Tom1912 |
This is simply due to a decision by the US owners to use a different accounting company of their choice as auditors and nothing else. |
What a shock... | | | |
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| KPMG have resigned as Company Auditors on 12:08 - Sep 22 with 1669 views | Nookiejack |
| KPMG have resigned as Company Auditors on 17:09 - Sep 21 by londonlisa2001 |
If you'll excuse me saying so, you seem to be determined to find something wrong. In the past few days you have stated that the Americans have the right to remove the Trust director (they don't), they have removed the right of pre emption (they haven't) and now the right of first refusal (partially true). You've also speculated about the management accounts.
If your intention is to find something wrong, then the ROFR is not there specifically for the Americans' own shares (it is for the shares of any other shareholder).But, as I said, if the club is doing well then the Trust won't have the money anyway, and if the club is in free fall, no one else is likely to want to enter into a 'bidding war' with the Trust anyway. And that only applies if, as you say, the Trust has any money (even in a downward spiral) which will only happen if huge dividends are paid out in the meantime, which means several very successful years before that can happen.
Why not wait to see what the Trust say after their discussions. The thing that struck me after reading the clause you talked about, is that the shareholders' agreement is obviously referred to, which means it still exists. So a lot depends on what it says and whether it talks about any other matters which give or don't give the trust protection.
I'm not happy about the takeover, but speculation isn't going to change facts. It's far more interesting in my view that the American company transferred shares in the club (the holding company for the club to be accurate) to Martin Morgan, Louise Morgan and Brian Katzen on 21 July. Hopefully that may also be addressed at some point by the Trust. |
A special resolution was passed on 21st July 16 to allow the Americans to transfer their shares to Martin Morgan, Louisa Morgan and Brian Katzen - and that the pre-emption rights should be dis-applied.
Hence it appears the Trust could not acquire their proportionate holding of these shares. If they wanted to or not.
So at the beginning of your post you say the Trust hasn't lost its pre-emption rights but at the end of your post you refer to the actual event where Trust couldn't take up its pre-emption rights - because they has been disapplied by special resolution. | | | |
| KPMG have resigned as Company Auditors on 12:52 - Sep 22 with 1638 views | tomdickharry |
Think its far better for us all to sit back,continue to be patient and wait until the Trust publish their statement in respect of their position viz. a viz, our new owners. | | | |
| KPMG have resigned as Company Auditors on 12:53 - Sep 22 with 1634 views | londonlisa2001 |
| KPMG have resigned as Company Auditors on 12:08 - Sep 22 by Nookiejack |
A special resolution was passed on 21st July 16 to allow the Americans to transfer their shares to Martin Morgan, Louisa Morgan and Brian Katzen - and that the pre-emption rights should be dis-applied.
Hence it appears the Trust could not acquire their proportionate holding of these shares. If they wanted to or not.
So at the beginning of your post you say the Trust hasn't lost its pre-emption rights but at the end of your post you refer to the actual event where Trust couldn't take up its pre-emption rights - because they has been disapplied by special resolution. |
If you read what I said - I firstly said that the new articles had not removed pre emption rights and I then went on to say that it is a bit moot anyway - firstly as the Trust don't have the money to take up their rights, and secondly because the other shareholders can, if they wish, use a special resolution to waive pre emption rights for any specific share transfer or issue.
The transfer I referred to is an example of them doing exactly what I said - using a special resolution to dis apply pre emption for that transaction. The whole point of the Trust trying to get to 25% is to stop that - they haven't reached 25% and therefore can not stop that unless the other shareholders are able to vote against the Americans (or want to).
The new articles still include pre emption rights for the Trust (and all shareholders) - it'll just be a case of whether it actually ever means they can use them. | | | |
| KPMG have resigned as Company Auditors on 12:54 - Sep 22 with 1628 views | londonlisa2001 |
| KPMG have resigned as Company Auditors on 12:52 - Sep 22 by tomdickharry |
Think its far better for us all to sit back,continue to be patient and wait until the Trust publish their statement in respect of their position viz. a viz, our new owners. |
Exactly right.
We don't know enough (as we don't have sight of the shareholders agreement). | | | |
| KPMG have resigned as Company Auditors on 05:41 - Sep 23 with 1533 views | Loyal |
| KPMG have resigned as Company Auditors on 12:20 - Sep 21 by Highjack |
That Keith Harris bloke is involved in kpmg. He's the one who brokered this takeover. He's the one who tried to flog us to Britt Eklands brother years ago and his name has regularly popped up over the years. |
Fck me, quality memory ðŸ‘
Was this the London guy with the record company ? Or have I got it round my head ? |  |
| 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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| KPMG have resigned as Company Auditors on 07:57 - Sep 23 with 1506 views | AngelRangelQS |
| KPMG have resigned as Company Auditors on 12:52 - Sep 22 by tomdickharry |
Think its far better for us all to sit back,continue to be patient and wait until the Trust publish their statement in respect of their position viz. a viz, our new owners. |
Long old wait |  | | |
| KPMG have resigned as Company Auditors on 22:22 - Sep 26 with 1429 views | Nookiejack |
There has been another release of information at Companies House and I attach the link.
https://s3-eu-west-1.amazonaws.com/document-api-images-prod/docs/qXKk6k1RutuWPwt
KPMG have confirmed with regards to their resignation no issues need to be brought to the attention of the club's creditors or shareholders.
So the financial experts on here were right (not me) and it appears the Americans have decided on bringing in fresh auditors and no underlying issues. | | | |
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