| Trust Statement 20:42 - Apr 11 with 37408 views | monmouth |
Good!!! |  |
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| Trust Statement on 16:04 - Apr 12 with 2341 views | 3swan |
| Trust Statement on 12:27 - Apr 12 by morningstar |
Agreed, i don't think a 'Fans forum' is the correct time or place for the trust to play out a public spat with the Yanks. |
100% agree
You don't use a fans forum to set them up and have an open sign of hostility. (apart from the floor that is)
Words would get lost at the forum this statement is in print |  | | |
| Trust Statement on 17:01 - Apr 12 with 2279 views | Nookiejack |
| Trust Statement on 12:39 - Apr 12 by Shaky |
"What is more strange, is that the SPA was later signed by all parties, when both parties at that stage, knew it to include a warranty that was false."
I disagree.
As I said at the weekend, I have no doubt whatsoever that a document exists titled shareholders' agreement, and that the Trust in good faith believed it to be valid.
However, you could imagine various factors that mean the document is not legally binding. If that were the case, the representation would in fact have been satisfied, because the SHAG wouldn't exist in a meaningful legal sense.
No point in getting into endless hypotheticals, but just to give one example there is often a clause saying that the parties will cause the articles of the company to be amended to take effect to the provisions of the agreement.
Clearly that did not subsequently happen, but if such a clause were present it might mean the agreement is then invalidated depending on the wording.
That's speculation, but what is certain is the the Trust seems to says it has twice sought a legal opinion on whether the agreement is binding. By definition that means there is some dispute or doubt about it, why else bother? [Post edited 12 Apr 2017 12:43]
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Shaky - that is a great counter and you are providing the Trust with a list of questions that you would assume the Selling Shareholders/Yanks will try to use to defend themselves.
In this case the Yanks at the forum have said they were 'unaware' that a Shareholders Agreement was in place.
This is in contrast to saying there was a document in existence but they didn't think it was legally binding.
Also a simple search of Companies House (Swansea City Football 2002 Ltd) lists the Mel Nurse shares being bought back by the club.
https://beta.companieshouse.gov.uk/company/04305508/filing-history
Wouldn't you expect the Yank's team conducting the due diligence to understand why the Mel Nurse shares were bought back like this. Wouldn't it indicate that a Shareholders Agreement was in place? | | | |
| Trust Statement on 17:17 - Apr 12 with 2252 views | monmouth |
| Trust Statement on 17:01 - Apr 12 by Nookiejack |
Shaky - that is a great counter and you are providing the Trust with a list of questions that you would assume the Selling Shareholders/Yanks will try to use to defend themselves.
In this case the Yanks at the forum have said they were 'unaware' that a Shareholders Agreement was in place.
This is in contrast to saying there was a document in existence but they didn't think it was legally binding.
Also a simple search of Companies House (Swansea City Football 2002 Ltd) lists the Mel Nurse shares being bought back by the club.
https://beta.companieshouse.gov.uk/company/04305508/filing-history
Wouldn't you expect the Yank's team conducting the due diligence to understand why the Mel Nurse shares were bought back like this. Wouldn't it indicate that a Shareholders Agreement was in place? |
Didn't Mel actually want to donate to the Trust and was prevented by the Shithouse Sellouts invoking that very shareholders agreement? I may be misremembering but if so, pretty tough for them to claim they don't hold it valid. | |
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| Trust Statement on 17:53 - Apr 12 with 2201 views | londonlisa2001 |
| Trust Statement on 12:39 - Apr 12 by Shaky |
"What is more strange, is that the SPA was later signed by all parties, when both parties at that stage, knew it to include a warranty that was false."
I disagree.
As I said at the weekend, I have no doubt whatsoever that a document exists titled shareholders' agreement, and that the Trust in good faith believed it to be valid.
However, you could imagine various factors that mean the document is not legally binding. If that were the case, the representation would in fact have been satisfied, because the SHAG wouldn't exist in a meaningful legal sense.
No point in getting into endless hypotheticals, but just to give one example there is often a clause saying that the parties will cause the articles of the company to be amended to take effect to the provisions of the agreement.
Clearly that did not subsequently happen, but if such a clause were present it might mean the agreement is then invalidated depending on the wording.
That's speculation, but what is certain is the the Trust seems to says it has twice sought a legal opinion on whether the agreement is binding. By definition that means there is some dispute or doubt about it, why else bother? [Post edited 12 Apr 2017 12:43]
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There's no reason to assume it isn't valid. The point been made previously that the other shareholders attempted to assert it was not but had themselves previously relied on it (hence Nookie's mention of the Mel Nurse shares). All parties had always acted as if it was valid, which is, under English law, all that is needed.
Therefore, my point stands.
It seems to me that the Americans knew damn well that it existed, but as the sellers were prepared to warrant that it did not, they'll be rubbing their hands with glee, as any financial loss caused by that agreement then falls to the sellers. | | | |
| Trust Statement on 17:54 - Apr 12 with 2199 views | londonlisa2001 |
| Trust Statement on 17:17 - Apr 12 by monmouth |
Didn't Mel actually want to donate to the Trust and was prevented by the Shithouse Sellouts invoking that very shareholders agreement? I may be misremembering but if so, pretty tough for them to claim they don't hold it valid. |
That has always been said to be the case. | | | |
| Trust Statement on 17:55 - Apr 12 with 2195 views | Shaky |
| Trust Statement on 17:01 - Apr 12 by Nookiejack |
Shaky - that is a great counter and you are providing the Trust with a list of questions that you would assume the Selling Shareholders/Yanks will try to use to defend themselves.
In this case the Yanks at the forum have said they were 'unaware' that a Shareholders Agreement was in place.
This is in contrast to saying there was a document in existence but they didn't think it was legally binding.
Also a simple search of Companies House (Swansea City Football 2002 Ltd) lists the Mel Nurse shares being bought back by the club.
https://beta.companieshouse.gov.uk/company/04305508/filing-history
Wouldn't you expect the Yank's team conducting the due diligence to understand why the Mel Nurse shares were bought back like this. Wouldn't it indicate that a Shareholders Agreement was in place? |
On the issue of Levin's remarks at the forum, here is what I said Saturday:
+++++++++++++++++++++++++++++
First of all Levin clearly speaks Mergers & Acquisitions, talking about 'transactions' and so on.
In that context he says: "It was represented to us that there was no shareholders agreement, at the time we came in to acquire the club"
To me he is undoubtedly referring to a section customarily included in Share Purchase Agreements called Representations & Warranties ('Reps & Warranties'), that contains a number of standard and non standard 'facts' that the parties to the contract commit to. For example that they have good clear title to the shares to be sold and they are not mortgaged or otherwise pledged as security.
Furthermore that definitive statement modified his initial comment that they were 'unaware', which is legally defensible if he has cover through the Reps & Warranties.
However, if he was totally 'unaware' of any shareholders' agreement in the everyday sense of the word, I'm not so sure his lawyers would necessarily have thought to include that representation in the share purchase agreement.
Breaches of Reps & Warranties are invariably remedied by monetary payments and are generally not enough to revoke/cancel the entire agreement.
Nevertheless Jenkins etc may have a valid argument there was no legally binding shareholders agreement, if it was never executed properly in the first place like I speculated earlier, or if it was somehow terminated prior to the deal with the Americans on 21/7/16.
These are both very real possibilities, however, if the first case applies it would undoubtedly strengthen the Trust's position in an Unfair Prejudice claim as there can be no doubt whatsoever they believed in good faith that one was in place.
http://www.fansnetwork.co.uk/football/swanseacity/forum/192726/page:2 |  |
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| Trust Statement on 18:02 - Apr 12 with 2178 views | Shaky |
| Trust Statement on 17:01 - Apr 12 by Nookiejack |
Shaky - that is a great counter and you are providing the Trust with a list of questions that you would assume the Selling Shareholders/Yanks will try to use to defend themselves.
In this case the Yanks at the forum have said they were 'unaware' that a Shareholders Agreement was in place.
This is in contrast to saying there was a document in existence but they didn't think it was legally binding.
Also a simple search of Companies House (Swansea City Football 2002 Ltd) lists the Mel Nurse shares being bought back by the club.
https://beta.companieshouse.gov.uk/company/04305508/filing-history
Wouldn't you expect the Yank's team conducting the due diligence to understand why the Mel Nurse shares were bought back like this. Wouldn't it indicate that a Shareholders Agreement was in place? |
On the issue of Nurse's shares, if the SHAG had been operating the transaction would have proceeded as you described the other day, namely his 5% stake would have been divided up pro rata between the other shareholders.
Instead it was a share buyback by the company.
And you simply can not give contractual open-ended commitments for the company to repurchase shares, in a shareholders' agreement or anywhere else.
First of all shareholders wouldn't really be taking an equity risk, and secondly what happens if the company has no money to pay? You could effectively put it into bankruptcy! | |
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| Trust Statement on 18:11 - Apr 12 with 2159 views | londonlisa2001 |
| Trust Statement on 18:02 - Apr 12 by Shaky |
On the issue of Nurse's shares, if the SHAG had been operating the transaction would have proceeded as you described the other day, namely his 5% stake would have been divided up pro rata between the other shareholders.
Instead it was a share buyback by the company.
And you simply can not give contractual open-ended commitments for the company to repurchase shares, in a shareholders' agreement or anywhere else.
First of all shareholders wouldn't really be taking an equity risk, and secondly what happens if the company has no money to pay? You could effectively put it into bankruptcy! |
The point re the Mel Nurse shares is that the agreement was supposed to contain a clause that no shareholder could get to 25%. So the Trust was precluded from getting the 5% which had been the wish as they already had 20%.
The buy back wasn't anything other than a mechanism to cancel the shares as a proxy for buying them according to %s held (as it gave the same result). There was never a suggestion that the agreement specified share buy back. | | | |
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| Trust Statement on 18:12 - Apr 12 with 2156 views | Shaky |
| Trust Statement on 17:53 - Apr 12 by londonlisa2001 |
There's no reason to assume it isn't valid. The point been made previously that the other shareholders attempted to assert it was not but had themselves previously relied on it (hence Nookie's mention of the Mel Nurse shares). All parties had always acted as if it was valid, which is, under English law, all that is needed.
Therefore, my point stands.
It seems to me that the Americans knew damn well that it existed, but as the sellers were prepared to warrant that it did not, they'll be rubbing their hands with glee, as any financial loss caused by that agreement then falls to the sellers. |
Yup, there is no reason to assume the SHAG isn't valid except for the Trust twice seeking legal reassurance that it was, that the sellers tried to get the Trust to sign a piece of paper saying that it was invalid, and ultimately signed a legally binding document declaring that there is no such agreement!
Isn't the longstanding company lawyer who presumably drafted the original document also not on Team Jenkins? If that is the case that definitely gives them the inside track.
In any case this is all a fairly pointless distraction. Even if the SHAG is eventually held to be binding, it has no practical implication on legal proceedings whatsoever. It would merely serve to give the Trust the right of first refusal on shares they simply can not afford.
The only real implication of the Trust's statement is to call Levin out as a liar (at best dissembling under cover of lawyer weasel words) .
Which makes their quiet decision to hold fire on legal proceedings even more perplexing.
You and I disagree on most things, but one thing we are united in is the wish to move quickly toward legal action. So is pretty much everybody else, as far as I can see; I'm sorry, but WTF are the Trust doing here? | |
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| Trust Statement on 18:18 - Apr 12 with 2145 views | Shaky |
| Trust Statement on 18:11 - Apr 12 by londonlisa2001 |
The point re the Mel Nurse shares is that the agreement was supposed to contain a clause that no shareholder could get to 25%. So the Trust was precluded from getting the 5% which had been the wish as they already had 20%.
The buy back wasn't anything other than a mechanism to cancel the shares as a proxy for buying them according to %s held (as it gave the same result). There was never a suggestion that the agreement specified share buy back. |
As far as i am aware that is just speculation, that I have seen before.
If Nurse really wanted to donate to the Trust, why didn't he give them the cash proceeds from the sale of his shares? Instead he trousered the money, and there is nothing wrong with that at all, but this story just doesn't really stack up.
The 25% max issue is more interesting. First I heard about it that was supposedly a provision of the SHAG. Then suddenly it was said to be more a 'gentleman's agreement'!
WTF does that mean? Was the SHAG also a gentleman's agreement? [Post edited 12 Apr 2017 18:59]
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| Trust Statement on 18:25 - Apr 12 with 2130 views | londonlisa2001 |
| Trust Statement on 18:12 - Apr 12 by Shaky |
Yup, there is no reason to assume the SHAG isn't valid except for the Trust twice seeking legal reassurance that it was, that the sellers tried to get the Trust to sign a piece of paper saying that it was invalid, and ultimately signed a legally binding document declaring that there is no such agreement!
Isn't the longstanding company lawyer who presumably drafted the original document also not on Team Jenkins? If that is the case that definitely gives them the inside track.
In any case this is all a fairly pointless distraction. Even if the SHAG is eventually held to be binding, it has no practical implication on legal proceedings whatsoever. It would merely serve to give the Trust the right of first refusal on shares they simply can not afford.
The only real implication of the Trust's statement is to call Levin out as a liar (at best dissembling under cover of lawyer weasel words) .
Which makes their quiet decision to hold fire on legal proceedings even more perplexing.
You and I disagree on most things, but one thing we are united in is the wish to move quickly toward legal action. So is pretty much everybody else, as far as I can see; I'm sorry, but WTF are the Trust doing here? |
Depending on whether the SA is also binding on those who purchase, inherit, or receive transfer of shares from the sellers (which every one that I've ever seen is, otherwise they're not worth the paper they are written on), it's a pretty crucial point Shaky.
Because it would mean that the Americans could not purchase shares without being forever subject to every clause within the agreement (unless the Trust agreed otherwise). I don't think it's the right of first refusal that is the only show in town, particularly if there is anything in there requiring consent of all parties (which there would normally be), any limit on ownership and control, any restrictions on equity or debt etc etc etc. Most SA also state they take primacy over the Articles if there is any dispute. | | | |
| Trust Statement on 18:28 - Apr 12 with 2110 views | londonlisa2001 |
| Trust Statement on 18:18 - Apr 12 by Shaky |
As far as i am aware that is just speculation, that I have seen before.
If Nurse really wanted to donate to the Trust, why didn't he give them the cash proceeds from the sale of his shares? Instead he trousered the money, and there is nothing wrong with that at all, but this story just doesn't really stack up.
The 25% max issue is more interesting. First I heard about it that was supposedly a provision of the SHAG. Then suddenly it was said to be more a 'gentleman's agreement'!
WTF does that mean? Was the SHAG also a gentleman's agreement? [Post edited 12 Apr 2017 18:59]
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Because they couldn't use it to buy shares which was the intention?
And I don't think the Trust could have sent a copy of a 'gentleman's agreement' to the Americans, so I suspect it's a document | | | |
| Trust Statement on 18:31 - Apr 12 with 2100 views | Shaky |
| Trust Statement on 18:25 - Apr 12 by londonlisa2001 |
Depending on whether the SA is also binding on those who purchase, inherit, or receive transfer of shares from the sellers (which every one that I've ever seen is, otherwise they're not worth the paper they are written on), it's a pretty crucial point Shaky.
Because it would mean that the Americans could not purchase shares without being forever subject to every clause within the agreement (unless the Trust agreed otherwise). I don't think it's the right of first refusal that is the only show in town, particularly if there is anything in there requiring consent of all parties (which there would normally be), any limit on ownership and control, any restrictions on equity or debt etc etc etc. Most SA also state they take primacy over the Articles if there is any dispute. |
And how many shareholders' agreements would you say you have seen, Lisa? | |
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| Trust Statement on 18:41 - Apr 12 with 2073 views | londonlisa2001 |
| Trust Statement on 18:31 - Apr 12 by Shaky |
And how many shareholders' agreements would you say you have seen, Lisa? |
Don't know. Quite a few. | | | |
| Trust Statement on 18:42 - Apr 12 with 2072 views | longlostjack |
| Trust Statement on 18:31 - Apr 12 by Shaky |
And how many shareholders' agreements would you say you have seen, Lisa? |
Claim the Fifth Amendment on that one I would LL :-)) |  |
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| Trust Statement on 18:43 - Apr 12 with 2069 views | londonlisa2001 |
| Trust Statement on 18:42 - Apr 12 by longlostjack |
Claim the Fifth Amendment on that one I would LL :-)) |
Lol. I've even had to negotiate a few of my own. | | | |
| Trust Statement on 18:44 - Apr 12 with 2065 views | Shaky |
| Trust Statement on 18:31 - Apr 12 by Shaky |
And how many shareholders' agreements would you say you have seen, Lisa? |
No need to answer that question, Lisa. Think I have a pretty good handle of the answer, so don't perjure yourself in the eyes of your faithful followers!
I personally have seen quite a few and advised on numerous disputes between shareholders where they were involved.
These ranged from agreements between corporate raider sharks trying to gobble each other up, to normal commercial relationships, and in my experience is is improbable in the extreme that a SHAG between a few small time businessmen in Wales almost 20 years ago contained a great deal of bells and whistles.
All FWIW naturally | |
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| Trust Statement on 18:45 - Apr 12 with 2057 views | Shaky |
| Trust Statement on 18:43 - Apr 12 by londonlisa2001 |
Lol. I've even had to negotiate a few of my own. |
See THAT I believe. | |
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| Trust Statement on 19:19 - Apr 12 with 2008 views | Glyn1 |
| Trust Statement on 13:19 - Apr 12 by Shaky |
Well, that is certainly a point of view.
But i am sorry to have to point out that you (the Trust) have repeatedly said you would put this to members once a definitive opinion from the QC was in hand.
By delaying now, you're going back on your word, and as I see it that is not a good signal to be sending out -- **to anybody**. [Post edited 12 Apr 2017 13:21]
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What definitive opinion from the QC? Ux said that discussions with him were still ongoing. |  |
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| Trust Statement on 19:31 - Apr 12 with 1973 views | Spratty |
Ok it was me that asked Jason these questions about the Shareholder Agreement at the meeting, so I have a fair insight into what went on….
I repeatedly pressed Jason about how we could trust them when the sale was conducted illegally in relation to the Shareholder Agreement. I was floored when he latterly very clearly said they had asked the Trust “are you interested in us acquiring your shares as well”. Phil was sat right next to Jason when he said this
Despite a rebuttal now being issued, it is a pity Phil said nothing at the time, thus giving it a sense of accuracy. It was too important for the Trust to say nothing in this situation, implicitly adding veracity to these comments, such that it was printed in local and national media with attendant implication that they were willing to buy our shares. Same for the denials over the Shareholder Agreement.
There need not have been any argument, just a simple statement in the pauses that followed at the end for e.g. just to put on record that the Trust provided a copy of the Shareholder agreement to the buyers before the sale.
I would also comment that "the members will decide" and "no offer has been made" has been used again and again on this very website when being urged to pursue a sale on the same terms as the other shareholders. The important word being PURSUE.
In reality the Trust statement does not comment on whether or not Jason actually asked the question he stated. Also if it was asked:
- what the Trusts response was
- Was the implied willingness to buy our shares on equal terms an actuality and if so why it was not negotiated by both sides to an offer — so the members may actually decide
I was taken back by Phil’s introduction when he said “we don’t see this evening as a look back at what happened at the share sale, we have had those discussions” Well no we certainly had not had that opportunity with those culpable.
I had pressed Jason so much on his knowledge of the Shareholder Agreement that I could not push on the implied offer to buy shares without taking over the meeting, which seemed unfair to others that had equally valid questions and had been bold enough to question their conduct during the sale in the first place (despite Phil instructing us at the start of the meeting that we should only look to the future). It seems fortuitous that sale conduct was addressed as the repeated questioning on this topic has thrown to open record both internal inconsistencies between answers and on the face of the Trust Statement — deviation from intention.
It is all contained in the recording of the meeting which was posted here and is on the Trust website http://www.swanstrust.co.uk/2017/04/07/audio-recording-of-trust-members-forum/
I thought given my central involvement in this it may be useful from the recording of the meeting to provide a transcript of the main 6 minute segment relating to the Shareholder Agreement so that it can clearly be seen by anyone, what was and was not said by JASON
(the comments in between labelled MY NOTE are merely my musings - I make further comments at the end of the transcript) ……
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At 59:38 on the recording — after already been told by another member that their conduct both before and after the sale was not particularly trustworthy and is the elephant in the room. Every time we ask for some real facts you are very evasive.
JASON - asked what facts we wanted to know and I interjected…….
ME Why you colluded with the sellers to keep the Trust out of it, and why you went ahead with the sale that was against the Shareholders Agreement and hadn’t met with the requirements — the legal requirements of the Shareholder Agreement.
Now you talk about heart and honesty, how can we believe that when you excluded the people who would be your main shareholders alongside you? We can’t believe that and you’ve got a big job making us believe that.
After some stuttering / superficial comments — understand your hurt great community great opportunity etc….
JASON - The majority of shares were held by shareholders other than the Trust and there was a chairman and er we engaged with the shareholders of the er club who owned almost 80% of the club and (pause) we went through the processes they thought they they directed us. Now (pause)
1:01:16 — 29 ME ??? More pushing by me difficult to pick up word for word — but if necessary this should be possible
JASON - Sure so what I would say is we certainly did not collude with these shareholders
(MY NOTE — if you worked with them to exclude the Trust — one of the main shareholders - from initial discussions / agreements, then from my understanding of the English language you most certainly did collude with them to exclude the Trust, although understand why you would want to deny this)
we had to negotiate with them they were the other side of the table
(MY NOTE — were the other main shareholders on the other side of the table, didn’t one of them attest that the main driver in this had fixed up the deal behind their back)
and we had to figure out could we acquire their shares and what price and what was the role we would play ahh
1:01:45 ME ??? — further comment by me pushing him on their actions
JASON - So in March of 2016 prior to us having er er a con
(MY NOTE - think he was going to say contract here and changed his mind and said deal — possibly because a pre-sale contract already existed at this stage and it’s admission did not look good)
a deal with any shareholders we met with the Supporters Trust. In August of 2016 well the end of July early August. 4 or so months later we consummated er a transaction with those shareholders.
(MY NOTE - consummated an interesting term - relating to enacting something to which an agreement was already in place)
So yes there was a period of time prior to March of 2016 when we were getting to know shareholders erm and we were around the club, I was. Learning about the club, learning about its history learning about how it was run, em but the first day that we formally told the Supporters Trust that we were interested in acquiring the shares. 4 months went by before we closed the transaction to buy those shares
(MY NOTE interesting again this period used as indication there was sufficient consultation with the trust, however to my recall it was well publicised that they wanted to push the sale through much quicker but there were delays — perhaps because of concerns re the shareholders agreement — also what real negotiations took place with the Trust during this time)
So erm eh I just wanted to make sure that that from our perspective maybe 4 months wasn’t enough time to communicate with the Supporters Trust prior to investing in the club maybe it should have been 6 months or 8 months
(MY NOTE — interesting admission yet as noted above the actual plan had been to conclude the sale much more quickly than it actually was)
erm but we certainly were communicating with the Trust prior to making any investment in the club.
1:02:53 — ME — but you already had done so much, you had done so much before that, which the Trust was excluded from. For instance we may in the situation, where, you may be very nice now in the situation that we are in while things are a bit in the air legally, but who knows what will happen in the future from people who excluded, the Trust.
Now we may have wanted to sell our shares. It may be a position that because we can’t do much to effect the club we could do that just as a fans group not as shareholders and we have been disadvantaged because we have not had the opportunity to sell our shares at the price that everyone else has. Because we could put that money aside and maybe save the club in future if needs be, while you went ahead.
And you know you say all the right things and I would expect nothing less from the two of you. And that is no insult or anything but you are going to say the right things aren’t you?
But obviously your interests is doing the best with the club that you can and that is great for us, but you are going to have a get out, if things go wrong, and that’s when it comes down to us the Trust. But we’ve been disadvantaged because we weren’t given first refusal for instance if we wanted to buy more shares, which was part of the Shareholder Agreement. And you knew that didn’t you? You knew about the Shareholder Agreement.
JASON - So number one em tut er we as soon as that that meeting was held with the Trust in March of 2016 erm I met with eh lawyers of the Trust and I said would you all be interested and we are four months away maybe three months six months, I didn’t know at that time, away from the transaction
Would you, are you interested in us acquiring your shares as well (murmurs from the room in response to that statement) so I did ask that question and there were four months that went by before we consummated the transaction that’s number one
Number two erm without getting into you know the details that that as best as I recall them
(MY NOTE —as best as I recall them — now you have my full attention)
We were not aware of any other arrangement where Shareholders Agreement erm with any other parties. We approached the shareholders to acquire their shares erm and when we did that erm (pause) we were not aware of any any other arrangements buddying? the parties
ME 1:05:24 So you were totally unaware of the shareholder agreement? You knew nothing of it?
JASON - It was represented to us that there was no shareholder agreement at the time that we came in to acquire the club
ME 1:05:35 but you knew there was one, but that it was told to you that it wasn’t valid? Is that correct? (pause)
Or are you saying you didn’t think there was a shareholders agreement at all
JASON — Yes
ME 1:05:50 — So you had never heard of a shareholder agreement?
JASON - so we had heard rumblings that there were different agreements between the parties, we’d never seen the document (pause)
we asked to see it
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At this point (which raises so many more questions) in the pause that follows, the original questioner comes back in, talking about faith in the sellers, which is fair enough given the admirable patience shown to my lengthy interjection.
However IMHO sticking it to Huw et al is secondary to protecting the Trust’s value in the shares. These buyers are not children led by the nose by the sellers, but hard headed businessmen who colluded with the sellers to exclude their main future partners from initial negotiations and agreements. This speaks of an arrogance and total disregard for the fans and their shareholding by both sides. It also does not bode well for the future when we have no real power to enforce any protections, so they may basically do as they wish.
IMHO the exact words and contradictions made in relation to my questions to Jason on the Shareholders agreement in this recorded meeting are of some significance. Surely they were obvious questions and were directly asked before?
In relation to other comments I specifically (well before sale completion) urged that the Trust write to the buyers, telling them that they were taking part in a sale not legally conducted, as the provisions of the Shareholders Agreement were not being adhered to. I had no doubt the buyers smart lawyers (and hence the buyers) already knew this as it was all over the forums and they would have been negligent not looking for issues there. I have no idea if the Trust did formally notify the buyers about this, but my intention was it would have cut dead any claim of being unaware.
Experience of Americans taking over significant businesses here would suggest that they are fastidious (and rightfully so) about any existing obligations that they would be buying into, especially those that would limit their control to run the business to their plans and advantage.
There seems a significant mismatch between this and the laisse faire attitude which when asked about the shareholder agreement ranged from
- “without getting into you know the details that that as best as I recall them, We were not aware of any other arrangement where Shareholders Agreement erm with any other parties”
- “It was represented to us that there was no shareholder agreement at the time that we came in to acquire the club”
- In response to question: are you saying you didn’t think there was a shareholders agreement at all - answered “yes”!
- When pressed once again to confirm they knew nothing about the Shareholder Agreement — “so we had heard rumblings that there were different agreements between the parties, we’d never seen the document”
- Then following a pause added — “We asked to see it”
Difficult to compute. You asked to see a document you did not know about and the details around which it seems you could not previously really remember. Also you are saying you did not see a copy, but had no problems pressing ahead with the sale without it.
Not buying it, and in those circumstances neither should you have been.
In fairness though I would thank Jason for answering my questions in so far as it was practical to pursue them in such a meeting — it was a far more enlightening and mannered response than I have enjoyed from our Trust in the past.
The Trust should represent the future of football in Swansea and it would be beyond negligent if the member’s serious concerns and circa £20 million (that could go a long way to ensuring the aims of the Trust) were thrown down the drain at the preference for a non speaking part at the top table.
IMHO any conflicts in the buyers statements should add support to the case for forced buyout at the original price paid to the sellers (funded by either or both, sellers and buyers, depending on their precise contribution to the prejudiced position they contrived to put the trust in vis a vie our shareholding and resultant reduction in power and saleability and thus value). We should formally press them on this and give them the opportunity to settle in full out of court, with the clear and certain intention to take legal action if a full and equitable settlement is not made.
Of course the members should decide on the sale, but should be given full and frank information on risks / rewards including the value of the sale and how it can be used to save the club in future v’s the very marginal influence we now have as shareholders (which may, to much the same net effect, be discharged as a fans group). We should consider the potential massive decrease in share value if we hold onto the shares; also the possibility of shrinking shareholding % via share dilution (even potentially concluding in forced buy out over time at much inferior terms). Both sides of the case should be clearly presented including by those that favour selling as the best option for the Trust and its fundamental aims. This would ensure fair representation from both sides.
All these issues clearly raised ad infinitum on the forums pre-sale, as were the serious limitations on any protections afforded by the Chairs dream target of 25%+ ownership, which was seen as a panacea by many (even being brought up again at this meeting). Most concerning, the vice chair pre-sale incorrectly disputed the fundamental weakness in the 25%+ ownership aim, even though it had been clearly pointed out that the majority owners could dilute our shares down again removing any protection the 25%+ holding afforded (even if we could achieve it). This misled fans into thinking 25% was an ongoing safe haven.
Note re share dilution
- The issuing of new shares (resulting in share dilution — i.e. a reduction in % of the company owned by the shareholders existing shares) is a valid method to create capital and an alternative to taking out loans.
- Given their holding / voting rights our new owners have the power without our approval to issue new shares and buy the large majority of them themselves.
- We may also buy a number of new shares in proportion to the percentage of our existing holding (meaning overall we would maintain our % shareholding) but need the funds to do this
- If we do not have the funds to do this (and currently we do not), our allocation may be bought by the new owners or others. The additional shares issued and bought by others would mean that although we owned the same number of shares as previously, they now equate to a smaller percentage of the company
- Over time if our shareholding % falls below a certain level it is possible we could be forcibly bought out if the majority holding wanted to do that for any reason |  | | |
| Trust Statement on 19:44 - Apr 12 with 1940 views | londonlisa2001 |
| Trust Statement on 18:45 - Apr 12 by Shaky |
See THAT I believe. |
Lol. | | | |
| Trust Statement on 19:47 - Apr 12 with 1932 views | londonlisa2001 |
Welcome back spratty by the way.
Good on you for pushing the issue.
Obvious from what you've posted that they knew all about it. | | | |
| Trust Statement on 19:56 - Apr 12 with 1902 views | Darran |
| Trust Statement on 19:31 - Apr 12 by Spratty |
Ok it was me that asked Jason these questions about the Shareholder Agreement at the meeting, so I have a fair insight into what went on….
I repeatedly pressed Jason about how we could trust them when the sale was conducted illegally in relation to the Shareholder Agreement. I was floored when he latterly very clearly said they had asked the Trust “are you interested in us acquiring your shares as well”. Phil was sat right next to Jason when he said this
Despite a rebuttal now being issued, it is a pity Phil said nothing at the time, thus giving it a sense of accuracy. It was too important for the Trust to say nothing in this situation, implicitly adding veracity to these comments, such that it was printed in local and national media with attendant implication that they were willing to buy our shares. Same for the denials over the Shareholder Agreement.
There need not have been any argument, just a simple statement in the pauses that followed at the end for e.g. just to put on record that the Trust provided a copy of the Shareholder agreement to the buyers before the sale.
I would also comment that "the members will decide" and "no offer has been made" has been used again and again on this very website when being urged to pursue a sale on the same terms as the other shareholders. The important word being PURSUE.
In reality the Trust statement does not comment on whether or not Jason actually asked the question he stated. Also if it was asked:
- what the Trusts response was
- Was the implied willingness to buy our shares on equal terms an actuality and if so why it was not negotiated by both sides to an offer — so the members may actually decide
I was taken back by Phil’s introduction when he said “we don’t see this evening as a look back at what happened at the share sale, we have had those discussions” Well no we certainly had not had that opportunity with those culpable.
I had pressed Jason so much on his knowledge of the Shareholder Agreement that I could not push on the implied offer to buy shares without taking over the meeting, which seemed unfair to others that had equally valid questions and had been bold enough to question their conduct during the sale in the first place (despite Phil instructing us at the start of the meeting that we should only look to the future). It seems fortuitous that sale conduct was addressed as the repeated questioning on this topic has thrown to open record both internal inconsistencies between answers and on the face of the Trust Statement — deviation from intention.
It is all contained in the recording of the meeting which was posted here and is on the Trust website http://www.swanstrust.co.uk/2017/04/07/audio-recording-of-trust-members-forum/
I thought given my central involvement in this it may be useful from the recording of the meeting to provide a transcript of the main 6 minute segment relating to the Shareholder Agreement so that it can clearly be seen by anyone, what was and was not said by JASON
(the comments in between labelled MY NOTE are merely my musings - I make further comments at the end of the transcript) ……
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At 59:38 on the recording — after already been told by another member that their conduct both before and after the sale was not particularly trustworthy and is the elephant in the room. Every time we ask for some real facts you are very evasive.
JASON - asked what facts we wanted to know and I interjected…….
ME Why you colluded with the sellers to keep the Trust out of it, and why you went ahead with the sale that was against the Shareholders Agreement and hadn’t met with the requirements — the legal requirements of the Shareholder Agreement.
Now you talk about heart and honesty, how can we believe that when you excluded the people who would be your main shareholders alongside you? We can’t believe that and you’ve got a big job making us believe that.
After some stuttering / superficial comments — understand your hurt great community great opportunity etc….
JASON - The majority of shares were held by shareholders other than the Trust and there was a chairman and er we engaged with the shareholders of the er club who owned almost 80% of the club and (pause) we went through the processes they thought they they directed us. Now (pause)
1:01:16 — 29 ME ??? More pushing by me difficult to pick up word for word — but if necessary this should be possible
JASON - Sure so what I would say is we certainly did not collude with these shareholders
(MY NOTE — if you worked with them to exclude the Trust — one of the main shareholders - from initial discussions / agreements, then from my understanding of the English language you most certainly did collude with them to exclude the Trust, although understand why you would want to deny this)
we had to negotiate with them they were the other side of the table
(MY NOTE — were the other main shareholders on the other side of the table, didn’t one of them attest that the main driver in this had fixed up the deal behind their back)
and we had to figure out could we acquire their shares and what price and what was the role we would play ahh
1:01:45 ME ??? — further comment by me pushing him on their actions
JASON - So in March of 2016 prior to us having er er a con
(MY NOTE - think he was going to say contract here and changed his mind and said deal — possibly because a pre-sale contract already existed at this stage and it’s admission did not look good)
a deal with any shareholders we met with the Supporters Trust. In August of 2016 well the end of July early August. 4 or so months later we consummated er a transaction with those shareholders.
(MY NOTE - consummated an interesting term - relating to enacting something to which an agreement was already in place)
So yes there was a period of time prior to March of 2016 when we were getting to know shareholders erm and we were around the club, I was. Learning about the club, learning about its history learning about how it was run, em but the first day that we formally told the Supporters Trust that we were interested in acquiring the shares. 4 months went by before we closed the transaction to buy those shares
(MY NOTE interesting again this period used as indication there was sufficient consultation with the trust, however to my recall it was well publicised that they wanted to push the sale through much quicker but there were delays — perhaps because of concerns re the shareholders agreement — also what real negotiations took place with the Trust during this time)
So erm eh I just wanted to make sure that that from our perspective maybe 4 months wasn’t enough time to communicate with the Supporters Trust prior to investing in the club maybe it should have been 6 months or 8 months
(MY NOTE — interesting admission yet as noted above the actual plan had been to conclude the sale much more quickly than it actually was)
erm but we certainly were communicating with the Trust prior to making any investment in the club.
1:02:53 — ME — but you already had done so much, you had done so much before that, which the Trust was excluded from. For instance we may in the situation, where, you may be very nice now in the situation that we are in while things are a bit in the air legally, but who knows what will happen in the future from people who excluded, the Trust.
Now we may have wanted to sell our shares. It may be a position that because we can’t do much to effect the club we could do that just as a fans group not as shareholders and we have been disadvantaged because we have not had the opportunity to sell our shares at the price that everyone else has. Because we could put that money aside and maybe save the club in future if needs be, while you went ahead.
And you know you say all the right things and I would expect nothing less from the two of you. And that is no insult or anything but you are going to say the right things aren’t you?
But obviously your interests is doing the best with the club that you can and that is great for us, but you are going to have a get out, if things go wrong, and that’s when it comes down to us the Trust. But we’ve been disadvantaged because we weren’t given first refusal for instance if we wanted to buy more shares, which was part of the Shareholder Agreement. And you knew that didn’t you? You knew about the Shareholder Agreement.
JASON - So number one em tut er we as soon as that that meeting was held with the Trust in March of 2016 erm I met with eh lawyers of the Trust and I said would you all be interested and we are four months away maybe three months six months, I didn’t know at that time, away from the transaction
Would you, are you interested in us acquiring your shares as well (murmurs from the room in response to that statement) so I did ask that question and there were four months that went by before we consummated the transaction that’s number one
Number two erm without getting into you know the details that that as best as I recall them
(MY NOTE —as best as I recall them — now you have my full attention)
We were not aware of any other arrangement where Shareholders Agreement erm with any other parties. We approached the shareholders to acquire their shares erm and when we did that erm (pause) we were not aware of any any other arrangements buddying? the parties
ME 1:05:24 So you were totally unaware of the shareholder agreement? You knew nothing of it?
JASON - It was represented to us that there was no shareholder agreement at the time that we came in to acquire the club
ME 1:05:35 but you knew there was one, but that it was told to you that it wasn’t valid? Is that correct? (pause)
Or are you saying you didn’t think there was a shareholders agreement at all
JASON — Yes
ME 1:05:50 — So you had never heard of a shareholder agreement?
JASON - so we had heard rumblings that there were different agreements between the parties, we’d never seen the document (pause)
we asked to see it
----------------------------------------------------------------------------------------------------
At this point (which raises so many more questions) in the pause that follows, the original questioner comes back in, talking about faith in the sellers, which is fair enough given the admirable patience shown to my lengthy interjection.
However IMHO sticking it to Huw et al is secondary to protecting the Trust’s value in the shares. These buyers are not children led by the nose by the sellers, but hard headed businessmen who colluded with the sellers to exclude their main future partners from initial negotiations and agreements. This speaks of an arrogance and total disregard for the fans and their shareholding by both sides. It also does not bode well for the future when we have no real power to enforce any protections, so they may basically do as they wish.
IMHO the exact words and contradictions made in relation to my questions to Jason on the Shareholders agreement in this recorded meeting are of some significance. Surely they were obvious questions and were directly asked before?
In relation to other comments I specifically (well before sale completion) urged that the Trust write to the buyers, telling them that they were taking part in a sale not legally conducted, as the provisions of the Shareholders Agreement were not being adhered to. I had no doubt the buyers smart lawyers (and hence the buyers) already knew this as it was all over the forums and they would have been negligent not looking for issues there. I have no idea if the Trust did formally notify the buyers about this, but my intention was it would have cut dead any claim of being unaware.
Experience of Americans taking over significant businesses here would suggest that they are fastidious (and rightfully so) about any existing obligations that they would be buying into, especially those that would limit their control to run the business to their plans and advantage.
There seems a significant mismatch between this and the laisse faire attitude which when asked about the shareholder agreement ranged from
- “without getting into you know the details that that as best as I recall them, We were not aware of any other arrangement where Shareholders Agreement erm with any other parties”
- “It was represented to us that there was no shareholder agreement at the time that we came in to acquire the club”
- In response to question: are you saying you didn’t think there was a shareholders agreement at all - answered “yes”!
- When pressed once again to confirm they knew nothing about the Shareholder Agreement — “so we had heard rumblings that there were different agreements between the parties, we’d never seen the document”
- Then following a pause added — “We asked to see it”
Difficult to compute. You asked to see a document you did not know about and the details around which it seems you could not previously really remember. Also you are saying you did not see a copy, but had no problems pressing ahead with the sale without it.
Not buying it, and in those circumstances neither should you have been.
In fairness though I would thank Jason for answering my questions in so far as it was practical to pursue them in such a meeting — it was a far more enlightening and mannered response than I have enjoyed from our Trust in the past.
The Trust should represent the future of football in Swansea and it would be beyond negligent if the member’s serious concerns and circa £20 million (that could go a long way to ensuring the aims of the Trust) were thrown down the drain at the preference for a non speaking part at the top table.
IMHO any conflicts in the buyers statements should add support to the case for forced buyout at the original price paid to the sellers (funded by either or both, sellers and buyers, depending on their precise contribution to the prejudiced position they contrived to put the trust in vis a vie our shareholding and resultant reduction in power and saleability and thus value). We should formally press them on this and give them the opportunity to settle in full out of court, with the clear and certain intention to take legal action if a full and equitable settlement is not made.
Of course the members should decide on the sale, but should be given full and frank information on risks / rewards including the value of the sale and how it can be used to save the club in future v’s the very marginal influence we now have as shareholders (which may, to much the same net effect, be discharged as a fans group). We should consider the potential massive decrease in share value if we hold onto the shares; also the possibility of shrinking shareholding % via share dilution (even potentially concluding in forced buy out over time at much inferior terms). Both sides of the case should be clearly presented including by those that favour selling as the best option for the Trust and its fundamental aims. This would ensure fair representation from both sides.
All these issues clearly raised ad infinitum on the forums pre-sale, as were the serious limitations on any protections afforded by the Chairs dream target of 25%+ ownership, which was seen as a panacea by many (even being brought up again at this meeting). Most concerning, the vice chair pre-sale incorrectly disputed the fundamental weakness in the 25%+ ownership aim, even though it had been clearly pointed out that the majority owners could dilute our shares down again removing any protection the 25%+ holding afforded (even if we could achieve it). This misled fans into thinking 25% was an ongoing safe haven.
Note re share dilution
- The issuing of new shares (resulting in share dilution — i.e. a reduction in % of the company owned by the shareholders existing shares) is a valid method to create capital and an alternative to taking out loans.
- Given their holding / voting rights our new owners have the power without our approval to issue new shares and buy the large majority of them themselves.
- We may also buy a number of new shares in proportion to the percentage of our existing holding (meaning overall we would maintain our % shareholding) but need the funds to do this
- If we do not have the funds to do this (and currently we do not), our allocation may be bought by the new owners or others. The additional shares issued and bought by others would mean that although we owned the same number of shares as previously, they now equate to a smaller percentage of the company
- Over time if our shareholding % falls below a certain level it is possible we could be forcibly bought out if the majority holding wanted to do that for any reason |
lol why does everyone come running back here after slagging this place and Phil off over on nonce.com? |  |
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| Trust Statement on 20:32 - Apr 12 with 1772 views | longlostjack |
| Trust Statement on 19:56 - Apr 12 by Darran |
lol why does everyone come running back here after slagging this place and Phil off over on nonce.com? |
No idea what this Internet site battle is all about but it's probably because at the end of the day we're all Jacks who want the best for the club. | |
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| Trust Statement on 20:35 - Apr 12 with 1758 views | Darran |
| Trust Statement on 20:32 - Apr 12 by longlostjack |
No idea what this Internet site battle is all about but it's probably because at the end of the day we're all Jacks who want the best for the club. |
No battle my friend just stating the facts the things that have been said on that other site about Phil is a disgrace. | |
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