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Because I don't take requests from filthy scum such as yourself.
Now you've dragged this discussion off track enough. Go and play with your fellow troll Bluey somewhere.
Yes, everyone disagreeing with Shaky must be a troll.
One hell of an ego you have there, son.
You see, all you're doing is speculating. Not providing any solutions because you don't have all the facts in front of you. Just discuss things rather than trying to build the Cult of Shaky.
Out of interest, why don't you post on the other site anymore?
Fair enough, Todger, I am happy to accept your good intentions, but this is hardly Moses coming down from the Mount is it?
In fact it is precisely what the Trust has done!
Therefore you coming down from where ever invoking a load of jargon doesn't really help much at all. At best it is a distraction, and at worst you are spreading FUD.
And just so we understand each other clearly, the more you repeat the same thing over and over again in slightly different ways, the more I am inclined to mistrust your intentions.
What is FUD?
I am not interested in distractions. I am trying to understand why you and others think this is such a slam dunk case. It does not look like a quasi partnership to me and what is the prejudice that could happen now that could not have happened before. Big management fees and avoiding dividends sure but that has not happened yet.
I am not interested in distractions. I am trying to understand why you and others think this is such a slam dunk case. It does not look like a quasi partnership to me and what is the prejudice that could happen now that could not have happened before. Big management fees and avoiding dividends sure but that has not happened yet.
You'll have to wait for the court case to find out why the trust has the seller sewer rats hung up by their tiny cocks I'm afraid.
I am not interested in distractions. I am trying to understand why you and others think this is such a slam dunk case. It does not look like a quasi partnership to me and what is the prejudice that could happen now that could not have happened before. Big management fees and avoiding dividends sure but that has not happened yet.
FUD=Fear, uncertainty and doubt.
I agree on the quasi partnerships and the other issues, no grounds there under Unfair Prejudice as far as I can see.
But in my view there is a very strong case that I set out a couple of months ago. Unfortunately the message board software here is a pile of so and so, so it is not easy to locate. But it is there somewhere if you want to have a trawl.
Yes, everyone disagreeing with Shaky must be a troll.
One hell of an ego you have there, son.
You see, all you're doing is speculating. Not providing any solutions because you don't have all the facts in front of you. Just discuss things rather than trying to build the Cult of Shaky.
Out of interest, why don't you post on the other site anymore?
I'm just interested why a non-Swans fan is so engrossed in this. It's not a difficult question surely.
The first ever recipient of a Planet Swans Lifetime Achievement Award.
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.
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) ……
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
Billy as promised in the other thread
Jason’s comments about the Shareholder Agreement are just above the bottom dotted line (that marks the end of the transcript - from the recording - of my conversation with him)
Jason’s comments about the Shareholder Agreement are just above the bottom dotted line (that marks the end of the transcript - from the recording - of my conversation with him)
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