| Club Ownership / Directors 19:14 - Jun 15 with 32944 views | Phil_S |
There are a few questions floating around the various websites about Swans directors and their shareholdings
We have 9 directors in total who are
Huw Jenkins
Leigh Dineen
Huw Cooze (Trust representative)
John Van Zweden
Steve Penney
Don Keefe
Gwilym Joseph MBE
Martin Morgan
Brian Katzen
We also have two associate directors in David Morgan and Will Morris - these are both non executive positions
Of these 9, 3 of them - Gwilyn, Don and Steve own no shares in the club with the share ownership made up as follows
Martin Morgan 225,000 shares
Brian Katzen 200,000 shares
Swansea City Supporters Trust 200,000 shares
Huw Jenkins 125,000 shares
Robert Davies 100,000 shares
Leigh Dineen 50,000 shares
John Van Zweden 50,000 shares
(Many of these shares are not listed to the individual but businesses associated to them but I have used individual names for ease)
Overall share issue is 950,000 shares
This post has been edited by an administrator |  | | |  |
| Club Ownership / Directors on 16:51 - Jul 1 with 1211 views | Shaky |
| Club Ownership / Directors on 16:07 - Jul 1 by londonlisa2001 |
yes they do if they confer additional rights to shareholders over and above the legal minimum (which is what I was talking about). All shareholders sign the agreement and that becomes effectively a binding contract so they can't then revert to what the companies act says.
Again, practicalities Shaky, not google. |
Well in practice that's not the same as saying shareholders' agreements trump company law, is it LyingLisa? |  |
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| Club Ownership / Directors on 16:52 - Jul 1 with 1212 views | Uxbridge |
| Club Ownership / Directors on 16:51 - Jul 1 by Shaky |
Well in practice that's not the same as saying shareholders' agreements trump company law, is it LyingLisa? |
Company Law is a minimum though. Shareholders agreements can provide greater coverage. |  |
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| Club Ownership / Directors on 16:54 - Jul 1 with 1205 views | Shaky |
| Club Ownership / Directors on 16:52 - Jul 1 by Uxbridge |
Company Law is a minimum though. Shareholders agreements can provide greater coverage. |
That's 2 things I have learned today. Honest. | |
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| Club Ownership / Directors on 16:56 - Jul 1 with 1205 views | Uxbridge |
| Club Ownership / Directors on 16:54 - Jul 1 by Shaky |
That's 2 things I have learned today. Honest. |
Planet Swans. Educating the masses on tedious points of random crap since forever.  | |
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| Club Ownership / Directors on 17:02 - Jul 1 with 1194 views | londonlisa2001 |
| Club Ownership / Directors on 16:48 - Jul 1 by Shaky |
Bullshit.
1. Preemption rights are a naturally occurring right in English common law, but have nothing whatsoever to to with anything other than issues of new shares.
2. That said the shareholders' agreement could conceivably have something to say on buybacks but the kind of thing you are describing is what is known as anti-dilution provisions that are invariably included in venture capital/private equity backed businesses, and are extremely unlikely to be present here.
3. Your final sentence is a classic Lisaism; taking a highly improbable event and extrapolating from it the certainty that it applies. However, even if it did, 75% would still be better than 100%. |
again your inability to read catches you out.
I said that they required an ordinary resolution but if there were pre emption rights conferred on the shareholders through articles / shareholders' agreement (i.e. above the right occurring naturally) then to change the articles requires a special resolution.
this isn't extrapolating anything - it's a statement of fact. I fail to see why that is bullshit at all. I didn't say it was certain, hence the use of that highly technical word 'if'.
And for your info - it is very common in a private company that these additional rights are given - not only in VC or PE backed businesses. I have them in my privately owned company which is neither VC or PE backed. |  | | |
| Club Ownership / Directors on 17:03 - Jul 1 with 1190 views | londonlisa2001 |
| Club Ownership / Directors on 16:51 - Jul 1 by Shaky |
Well in practice that's not the same as saying shareholders' agreements trump company law, is it LyingLisa? |
it was in the context of what I was writing and the sentence it was in thicko. | | | |
| Club Ownership / Directors on 17:05 - Jul 1 with 1188 views | jackonicko |
| Club Ownership / Directors on 16:54 - Jul 1 by Shaky |
That's 2 things I have learned today. Honest. |
Astonished that never came up in 8 years of high-flying, corporate M&A. |  | | |
| Club Ownership / Directors on 17:15 - Jul 1 with 1167 views | Shaky |
| Club Ownership / Directors on 17:02 - Jul 1 by londonlisa2001 |
again your inability to read catches you out.
I said that they required an ordinary resolution but if there were pre emption rights conferred on the shareholders through articles / shareholders' agreement (i.e. above the right occurring naturally) then to change the articles requires a special resolution.
this isn't extrapolating anything - it's a statement of fact. I fail to see why that is bullshit at all. I didn't say it was certain, hence the use of that highly technical word 'if'.
And for your info - it is very common in a private company that these additional rights are given - not only in VC or PE backed businesses. I have them in my privately owned company which is neither VC or PE backed. |
Again; preemption right have nothing to do with buybacks.
Otherwise it is good to see you are fully back into your bullshitting stride. | |
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| Club Ownership / Directors on 18:54 - Jul 1 with 1085 views | MoscowJack |
My first ever post on this new(ish) forum - I couldn't resit and thought I earned the right after reading 25 pages!
It's good stuff though.
Shaky - you've been on such shaky grounds since the first page. You've consistently been unable to prove you're not just a clever but not-clever-enough bullsh*tter.
Lisa, Jackonicko and Ux have basically totally humiliated you - something I am sure they wouldn't have been able to do if you had the knowledge, education and experience that you claim. For a man to have claimed to have scammed ML's M&A man/woman, you're looking extremely lacking here against people lesser qualified than him/her. I do admire your ability not to give in as it's made me laugh for the last hour.
Re. Goldmans - although I know the square root of nothing about Finance & Accounting in reality, this was the main the give away for me. I used to being involved in Banking recruitment here in Moscow and GOLDMANS was one of my clients. As was Merrills !! Nobody ever asked "is you client Goldman?" or "do you work with Goldman" as it's never EVER said by ANYONE unless they were a fraud. If someone had said Goldman, I would have actually doubted them immediately. Same with Merrills.
Finally, I work for a British PLC and we've recently won a big award for gender diversity in UK. Lisa's right, but either your issues with the woman that fired you, the lady who dumped you or possible even something closer to home than that has warped your sad inability to admit Lisa's right on anything.
Thank God that Phil and the Trust don't rely on people like you. As far as insults go, I wouldn't want to compare you with Tony Petty but I'm sure that even he'd struggle to keep up with the crap that comes out of your mouth.
Nevertheless, I did enjoy this thread and will thank you for that. Lisa sounds like a good laugh and probably good company over several cold ones, regardless of whether she's right or wrong. So do Jacko and Ux. You, on the other hand, sound like an utter dick....but I'm sure you won't let that stop you. | |
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| Club Ownership / Directors on 18:57 - Jul 1 with 1079 views | Darran |
| Club Ownership / Directors on 18:54 - Jul 1 by MoscowJack |
My first ever post on this new(ish) forum - I couldn't resit and thought I earned the right after reading 25 pages!
It's good stuff though.
Shaky - you've been on such shaky grounds since the first page. You've consistently been unable to prove you're not just a clever but not-clever-enough bullsh*tter.
Lisa, Jackonicko and Ux have basically totally humiliated you - something I am sure they wouldn't have been able to do if you had the knowledge, education and experience that you claim. For a man to have claimed to have scammed ML's M&A man/woman, you're looking extremely lacking here against people lesser qualified than him/her. I do admire your ability not to give in as it's made me laugh for the last hour.
Re. Goldmans - although I know the square root of nothing about Finance & Accounting in reality, this was the main the give away for me. I used to being involved in Banking recruitment here in Moscow and GOLDMANS was one of my clients. As was Merrills !! Nobody ever asked "is you client Goldman?" or "do you work with Goldman" as it's never EVER said by ANYONE unless they were a fraud. If someone had said Goldman, I would have actually doubted them immediately. Same with Merrills.
Finally, I work for a British PLC and we've recently won a big award for gender diversity in UK. Lisa's right, but either your issues with the woman that fired you, the lady who dumped you or possible even something closer to home than that has warped your sad inability to admit Lisa's right on anything.
Thank God that Phil and the Trust don't rely on people like you. As far as insults go, I wouldn't want to compare you with Tony Petty but I'm sure that even he'd struggle to keep up with the crap that comes out of your mouth.
Nevertheless, I did enjoy this thread and will thank you for that. Lisa sounds like a good laugh and probably good company over several cold ones, regardless of whether she's right or wrong. So do Jacko and Ux. You, on the other hand, sound like an utter dick....but I'm sure you won't let that stop you. |
Great post.  |  |
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| Club Ownership / Directors on 19:58 - Jul 1 with 1016 views | Shaky |
Merrils -- LMAO | |
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| Club Ownership / Directors on 20:03 - Jul 1 with 1014 views | MoscowJack |
| Club Ownership / Directors on 19:58 - Jul 1 by Shaky |
Merrils -- LMAO |
Yep. The place my better half worked for a few years. Funny how she never said "Goldman" either, even though two of her best friends worked there.....or when they headhunted her too!
Maybe they didn't spend enough time on Google :)
Give up, mun! Stop digging the hole.... | |
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| Club Ownership / Directors on 21:21 - Jul 1 with 931 views | outtolunch |
Looking at the headline of the topic.
1. Who owns the shares ? - Tongue in cheek after this topic
2. Who are the directors ? - Tongue in cheek after this topic
and
3. Why would any shareholder allow another shareholder to increase its value and holding free of charge. ( dont look at the individuals - they all have family or companies to answer to )
All perspective lost. | | | |
| Club Ownership / Directors on 21:27 - Jul 1 with 923 views | Starsky |
| Club Ownership / Directors on 20:09 - Jun 30 by Starsky |
Just found this thread fading away on page 2 of the forum topics.
Are we finished then?  |
Obviously not  |  |
| It's just the internet, init. |
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| Club Ownership / Directors on 09:31 - Jul 2 with 838 views | Shaky |
| Club Ownership / Directors on 21:21 - Jul 1 by outtolunch |
Looking at the headline of the topic.
1. Who owns the shares ? - Tongue in cheek after this topic
2. Who are the directors ? - Tongue in cheek after this topic
and
3. Why would any shareholder allow another shareholder to increase its value and holding free of charge. ( dont look at the individuals - they all have family or companies to answer to )
All perspective lost. |
3 is in fact a fairly good question and not at all rhetorical as you appear to suggest. Let me explain.
In the valuation of companies Newtonian laws apply.
Let us take a hypothetical company that has a known value of £100 million, including its bank account containing £10 million in cash.
If that company pays out a dividend of £10 million, the company in now worth only £90 million, because the cash comprised an integral part of the initial valuation
However, at that point in time the value to all shareholders is unchanged; they own shares worth £90 million plus the £10 million they have just received in cash = £100 million.
The proposals here involve various ways that the Trust declines to be paid its share of cash taken out of the club, for example via a buyback of shares or as a dividend. Let's use the previous example as if it were Swansea.
If a £10 million dividend is paid out and the Trust doesn't take it's 20% share £8 million goes out, leaving the value of the business as £92 million.
However, the increase in the value of the club of £2 million is rightly the Trust's, which is why it is perfectly fair and right that they increase their ownership stake to reflect this. Note again that the total value is preserved. [Post edited 2 Jul 2014 9:35]
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| Club Ownership / Directors on 10:29 - Jul 2 with 794 views | Uxbridge |
This would of course require the existing shareholders to effectively agree to accept the cash for a dilution of their shareholding. From what I hear, it's not too likely. | |
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| Club Ownership / Directors on 10:31 - Jul 2 with 792 views | Phil_S |
| Club Ownership / Directors on 18:54 - Jul 1 by MoscowJack |
My first ever post on this new(ish) forum - I couldn't resit and thought I earned the right after reading 25 pages!
It's good stuff though.
Shaky - you've been on such shaky grounds since the first page. You've consistently been unable to prove you're not just a clever but not-clever-enough bullsh*tter.
Lisa, Jackonicko and Ux have basically totally humiliated you - something I am sure they wouldn't have been able to do if you had the knowledge, education and experience that you claim. For a man to have claimed to have scammed ML's M&A man/woman, you're looking extremely lacking here against people lesser qualified than him/her. I do admire your ability not to give in as it's made me laugh for the last hour.
Re. Goldmans - although I know the square root of nothing about Finance & Accounting in reality, this was the main the give away for me. I used to being involved in Banking recruitment here in Moscow and GOLDMANS was one of my clients. As was Merrills !! Nobody ever asked "is you client Goldman?" or "do you work with Goldman" as it's never EVER said by ANYONE unless they were a fraud. If someone had said Goldman, I would have actually doubted them immediately. Same with Merrills.
Finally, I work for a British PLC and we've recently won a big award for gender diversity in UK. Lisa's right, but either your issues with the woman that fired you, the lady who dumped you or possible even something closer to home than that has warped your sad inability to admit Lisa's right on anything.
Thank God that Phil and the Trust don't rely on people like you. As far as insults go, I wouldn't want to compare you with Tony Petty but I'm sure that even he'd struggle to keep up with the crap that comes out of your mouth.
Nevertheless, I did enjoy this thread and will thank you for that. Lisa sounds like a good laugh and probably good company over several cold ones, regardless of whether she's right or wrong. So do Jacko and Ux. You, on the other hand, sound like an utter dick....but I'm sure you won't let that stop you. |
Firstly, welcome
Secondly, fair play on reading 25 pages that must have taken some willpower ;-)
Finally 5 more pages please before Hawaii comes around (or wherever it is that Ux was going!)
I'm not back on line until this evening now, I suspect it may be there by then! | | | |
| Club Ownership / Directors on 11:41 - Jul 2 with 761 views | Shaky |
| Club Ownership / Directors on 10:29 - Jul 2 by Uxbridge |
This would of course require the existing shareholders to effectively agree to accept the cash for a dilution of their shareholding. From what I hear, it's not too likely. |
Wrong again.
In the absence of any actual evidence to the contrary, it requires precisely 275,000 shares representing just under 29% of the sharecapital to vote with the Trust at a general meeting to get to the magical 50%.
That could be for example Dineen, Davis, and Jenkins, or it could Davis and Morgan, Morgan and Dineen, etc. . There are quite a few possible permutations. | |
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| Club Ownership / Directors on 11:52 - Jul 2 with 752 views | Uxbridge |
| Club Ownership / Directors on 11:41 - Jul 2 by Shaky |
Wrong again.
In the absence of any actual evidence to the contrary, it requires precisely 275,000 shares representing just under 29% of the sharecapital to vote with the Trust at a general meeting to get to the magical 50%.
That could be for example Dineen, Davis, and Jenkins, or it could Davis and Morgan, Morgan and Dineen, etc. . There are quite a few possible permutations. |
So it would require existing shareholders to support it.
My understanding is that any change as you propose would require a special resolution. | |
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| Club Ownership / Directors on 11:54 - Jul 2 with 746 views | Shaky |
| Club Ownership / Directors on 11:52 - Jul 2 by Uxbridge |
So it would require existing shareholders to support it.
My understanding is that any change as you propose would require a special resolution. |
Understanding from where?
Does Phil actually rely on you for advice on these matters? | |
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| Club Ownership / Directors on 12:55 - Jul 2 with 701 views | Uxbridge |
| Club Ownership / Directors on 11:54 - Jul 2 by Shaky |
Understanding from where?
Does Phil actually rely on you for advice on these matters? |
I'd hope not. They've got a proper legal eagle on board for such things.
Anyway, both my understanding based on my admittedly dated knowledge of company law, the articles and shareholders agreement and indeed the dynamics of the owners of what is still effectively a corner shop albeit with a £100m turnover these days tell me that any change that would allow the Trust to increase their shareholding beyond 25% could not be obtained with an ordinary resolution and a simple majority. | |
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| Club Ownership / Directors on 13:01 - Jul 2 with 690 views | Shaky |
| Club Ownership / Directors on 12:55 - Jul 2 by Uxbridge |
I'd hope not. They've got a proper legal eagle on board for such things.
Anyway, both my understanding based on my admittedly dated knowledge of company law, the articles and shareholders agreement and indeed the dynamics of the owners of what is still effectively a corner shop albeit with a £100m turnover these days tell me that any change that would allow the Trust to increase their shareholding beyond 25% could not be obtained with an ordinary resolution and a simple majority. |
So to be clear you have no specific knowledge of the shareholders' agreement at all, right?
As for whoever is advising Phil, I'm sorry to say he f*cked up when he missed a chance to modify the structure of the dividend as I have outlined. It is not too late, however. | |
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| Club Ownership / Directors on 13:13 - Jul 2 with 677 views | Uxbridge |
| Club Ownership / Directors on 13:01 - Jul 2 by Shaky |
So to be clear you have no specific knowledge of the shareholders' agreement at all, right?
As for whoever is advising Phil, I'm sorry to say he f*cked up when he missed a chance to modify the structure of the dividend as I have outlined. It is not too late, however. |
I don't have a copy, no. However I do know some of the parties involved and it has been said often enough on here there are provisions in place regarding anyone exceeding 25%. That would have to be revisited, and I'm pretty sure I'm on safe ground when I say that would require at the very least a special resolution. Agreed?
With regards to the dividends, would you not agree that one of the benefits to the Supporters Trust is that there is now a substantial fund that might prove to be very useful in the future, both in terms of buying shares if any new ones are issues to protect the existing shareholding (or existing party sells) but also if the club gets into difficulties in the future? A fund I can only assume will increase for every season we will be in the Premier League. Your comment that a trick has been missed implies that the possibility wasn't discussed or is practical, which I suspect (I don't know) is not the case. | |
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| Club Ownership / Directors on 13:24 - Jul 2 with 655 views | Shaky |
| Club Ownership / Directors on 13:13 - Jul 2 by Uxbridge |
I don't have a copy, no. However I do know some of the parties involved and it has been said often enough on here there are provisions in place regarding anyone exceeding 25%. That would have to be revisited, and I'm pretty sure I'm on safe ground when I say that would require at the very least a special resolution. Agreed?
With regards to the dividends, would you not agree that one of the benefits to the Supporters Trust is that there is now a substantial fund that might prove to be very useful in the future, both in terms of buying shares if any new ones are issues to protect the existing shareholding (or existing party sells) but also if the club gets into difficulties in the future? A fund I can only assume will increase for every season we will be in the Premier League. Your comment that a trick has been missed implies that the possibility wasn't discussed or is practical, which I suspect (I don't know) is not the case. |
First of all let me say I welcome the change in your tone.
Exceeding 25%; that is a slightly different matter than the 25% dead we are discussing, and if there really is a clause about that in the shareholder's agreement, then it is likely that a special resolution is required as a minimum and possibly the consent of all shareholders.
I disagree on the Trust's cash holdings for the reasons I gave 20 odd pages ago;
* if the objective is to maintain the ownership stake then with £400k a mere £1.9million can be raised without suffering dilution. It is peanuts if the club needs cash.
* "IF" shares come on the market. The Trust can sit on its cash indefinitely waiting for the opportunity should it ever arise to buy shares at an unknown valuation. It is infinitely better to negotiate a structured mechanism to allow it to increase its holding in a predictable manner. [Post edited 2 Jul 2014 13:26]
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| Club Ownership / Directors on 13:56 - Jul 2 with 620 views | Uxbridge |
| Club Ownership / Directors on 13:24 - Jul 2 by Shaky |
First of all let me say I welcome the change in your tone.
Exceeding 25%; that is a slightly different matter than the 25% dead we are discussing, and if there really is a clause about that in the shareholder's agreement, then it is likely that a special resolution is required as a minimum and possibly the consent of all shareholders.
I disagree on the Trust's cash holdings for the reasons I gave 20 odd pages ago;
* if the objective is to maintain the ownership stake then with £400k a mere £1.9million can be raised without suffering dilution. It is peanuts if the club needs cash.
* "IF" shares come on the market. The Trust can sit on its cash indefinitely waiting for the opportunity should it ever arise to buy shares at an unknown valuation. It is infinitely better to negotiate a structured mechanism to allow it to increase its holding in a predictable manner. [Post edited 2 Jul 2014 13:26]
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I told you Shaky ... I like you. We're not going to agree but you're adding value to this place which is more than can said for the likes of that horror Darran.
The discussion was always exceeding 25%. 21.2% or 25% dead are effectively the same thing from the perspective of what rights you have. A small increase to that would be welcomed of course, but it's not really something that adds value.
I agree it would be wonderful if there could be an agreement in place with the other shareholders to continually increase the shareholding of the ST with no spend whatsoever. I just don't think it's likely. | |
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