| Trust Statement 20:42 - Apr 11 with 38309 views | monmouth |
Good!!! |  |
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| Trust Statement on 09:48 - Apr 12 with 2264 views | tylagarwjack |
Agreed it does, as I said in an earlier post, the fact that the Americans had seen the agreement can't have helped the working relationship between them and the trust. Obviously the trust then tried to put that fact behind them to try and build a working relationship with the Americans, which will again have taken a knock following the trust's correction of a lie told by the Americans to the fans present at the forum.
There is also the issue of the breach itself, and whether the trust are going to take legal action against a clear breach of company law, I presume there is still no definitive decision on that? |  | | |
| Trust Statement on 10:29 - Apr 12 with 2207 views | Nookiejack |
| Trust Statement on 08:44 - Apr 12 by Shaky |
"It is important for our members to be aware that at no time has the Supporters Trust ever stated that we would not sell all, or part, of our shareholding under any circumstances. "
Hmmm. What we have going back before Levin & Kaplin emerged on the scene is numerous statements and a declared Trust strategy to increase it's stake in the club. By inference it was fairly obvious that there was no intention to sell, and nobody following club affairs could have been in any doubt about that.
Furthermore, on Jackarmy there is a first hand, real time account of a Trust forum from Yank v1.0 where Cozy is quoted verbatim as saying the Trust would never sell.
Is that an official Trust statement? Coming from the official Trust representative on the club board of directors, without a doubt!
There is nothing whatsoever in the law of the land that says you can't change your mind, but to claim the Trust never said they wouldn't sell is in my view not serious.
"The Trust can confirm that a copy of the original Shareholders Agreement was provided to the buyers’ legal team prior to completion of the sale. A copy was sent as soon as we were advised that the sellers had warranted that no such agreement existed."
Hang on a minute, how could the Trust have got wind of the warranties in the Share Purchase Agreement before it was signed? The answer is that is very unlikely indeed, which probably means the statement is obfuscating the facts by conflating when the deal was irrevocably signed and executed (probably on 21/7/16), and when it formally closed (probably whenever the formality of Levin and Kaplan gaining Premier League approval was received).
That's misleading, boys.
"it is important that we address the issues that have been raised at the Fans Forum"
Agreed, but it would have been even better to have responded at the Fans Forum itself, so Levin and Kaplan had a right of reply, and we might have a chance to establish some actual facts in this process! |
The Yank's seem to have got themselves in a mess by not getting their facts straight at the Forum Quoting Commencement of discussions with Trust in March 16 v when they began in April-17.
Also they appear to have been sent a copy of the shareholders agreement before the 21st July sale -regardless of when the warranties were signed.
So this means they were aware of the Shareholders Agreement prior to their purchase of the shares - if indeed sent a copy before 21st July-16 by the Trust. | | | |
| Trust Statement on 10:29 - Apr 12 with 2207 views | Uxbridge |
| Trust Statement on 09:40 - Apr 12 by Shaky |
Well, as you know i am trying to help you, but at the end of the day I call it as I see it.
Speaking of which, I don't see any good reason for delaying legal action, if the QC has confirmed we have a starter. The simple truth is there is never a good time, which practically speaking means there is never going to be a better time than now! |
Appreciate that, and in this example at least I have the advantage of being privy to the timelines and discussions.
True, never a good time, but now would be disruptive on the pitch without a doubt. Six weekends doesn't change much especially as discussions continue with the QC and such an action would need the canvassed backing of the members anyway which would take time . Plus there's the question of what could be gained via legal action that couldn't through dialogue, once a firm understanding of the legal position is known . For me, waiting till the end of the season in the circumstances makes sense. |  |
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| Trust Statement on 10:35 - Apr 12 with 2198 views | Nookiejack |
| Trust Statement on 10:29 - Apr 12 by Nookiejack |
The Yank's seem to have got themselves in a mess by not getting their facts straight at the Forum Quoting Commencement of discussions with Trust in March 16 v when they began in April-17.
Also they appear to have been sent a copy of the shareholders agreement before the 21st July sale -regardless of when the warranties were signed.
So this means they were aware of the Shareholders Agreement prior to their purchase of the shares - if indeed sent a copy before 21st July-16 by the Trust. |
The other thing is prior to the Trust establishing that the selling shareholders had given the Yanks a warranty that no Shareholders Agreement existed - why would the Trust have provided confidential information to the Yanks such as a shareholders agreement?
Martin Morgan and Katzen were recommending Chinese consortium - should the Trust have provided the Shareholders Agreement to the Chinese consortium as well? | | | |
| Trust Statement on 11:13 - Apr 12 with 2143 views | Nookiejack |
| Trust Statement on 09:17 - Apr 12 by Shaky |
One other point:
". . . the Supporters Trust did receive an offer to purchase up to half the Trust shares in August 2016, however this offer was quickly withdrawn when further details were requested by us."
Did this request for 'details' constitute or could it have been construed as a counter-offer?
Quite possibly, in which case the initial offer becomes void in law of contract. |
Or maybe the Trust asked to conduct due diligence on the new owners.
Surely the Trust would have to ask who are the Ultimate Be eficial Owners behind their consortium?
The selling shareholders appeared to not have cared.
We still don't know who stands behind Swansea Football LLC, established in Delaware, in the US.
Jason and Steve saud at the Forum they mostly own this entity but if they have lied about the Shareholders Agreement - how can you now believe them on anything they have said? | | | |
| Trust Statement on 11:22 - Apr 12 with 2128 views | Bloodyhills |
| Trust Statement on 21:12 - Apr 11 by budegan |
Can someone break it down into a couple of sentences please? |
The yanks and the sellers are lying b@stards. | |
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| Trust Statement on 11:48 - Apr 12 with 2084 views | londonlisa2001 |
| Trust Statement on 08:44 - Apr 12 by Shaky |
"It is important for our members to be aware that at no time has the Supporters Trust ever stated that we would not sell all, or part, of our shareholding under any circumstances. "
Hmmm. What we have going back before Levin & Kaplin emerged on the scene is numerous statements and a declared Trust strategy to increase it's stake in the club. By inference it was fairly obvious that there was no intention to sell, and nobody following club affairs could have been in any doubt about that.
Furthermore, on Jackarmy there is a first hand, real time account of a Trust forum from Yank v1.0 where Cozy is quoted verbatim as saying the Trust would never sell.
Is that an official Trust statement? Coming from the official Trust representative on the club board of directors, without a doubt!
There is nothing whatsoever in the law of the land that says you can't change your mind, but to claim the Trust never said they wouldn't sell is in my view not serious.
"The Trust can confirm that a copy of the original Shareholders Agreement was provided to the buyers’ legal team prior to completion of the sale. A copy was sent as soon as we were advised that the sellers had warranted that no such agreement existed."
Hang on a minute, how could the Trust have got wind of the warranties in the Share Purchase Agreement before it was signed? The answer is that is very unlikely indeed, which probably means the statement is obfuscating the facts by conflating when the deal was irrevocably signed and executed (probably on 21/7/16), and when it formally closed (probably whenever the formality of Levin and Kaplan gaining Premier League approval was received).
That's misleading, boys.
"it is important that we address the issues that have been raised at the Fans Forum"
Agreed, but it would have been even better to have responded at the Fans Forum itself, so Levin and Kaplan had a right of reply, and we might have a chance to establish some actual facts in this process! |
Re the shareholders agreement - the Trust stated that they started to speak with the Americans in April.
I can quite easily imagine that sometime after that and well before the completion of the deal, a lawyer for the Trust mentioned it in a meeting, the American's lawyer asked what they were talking about as they thought there was no agreement, and the Trust then sending it to them.
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. The warranties will have presumably been drafted by the buyers (as the sellers keep warranties to a minimum, so wouldn't volunteer info to include if the buyers never mentioned it). So the Americans drafted it, to include a warranty that there was no shareholders agreement, the sellers accepted it in draft, the buyers then found out it was untrue, but presumably didn't tell the sellers that they knew it to be untrue and allowed them to sign it in the final document.
That is interesting. I wonder what indemnities were included. I also wonder as to the timing of all this coming out as it looks ever more likely that we'll be relegated.
I agree with the point about why this wasn't raised at the meeting. Doesn't make sense to me that the Trust stood there and allowed them to lie. | | | |
| Trust Statement on 12:05 - Apr 12 with 2050 views | oh_tommy_tommy |
| Trust Statement on 11:48 - Apr 12 by londonlisa2001 |
Re the shareholders agreement - the Trust stated that they started to speak with the Americans in April.
I can quite easily imagine that sometime after that and well before the completion of the deal, a lawyer for the Trust mentioned it in a meeting, the American's lawyer asked what they were talking about as they thought there was no agreement, and the Trust then sending it to them.
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. The warranties will have presumably been drafted by the buyers (as the sellers keep warranties to a minimum, so wouldn't volunteer info to include if the buyers never mentioned it). So the Americans drafted it, to include a warranty that there was no shareholders agreement, the sellers accepted it in draft, the buyers then found out it was untrue, but presumably didn't tell the sellers that they knew it to be untrue and allowed them to sign it in the final document.
That is interesting. I wonder what indemnities were included. I also wonder as to the timing of all this coming out as it looks ever more likely that we'll be relegated.
I agree with the point about why this wasn't raised at the meeting. Doesn't make sense to me that the Trust stood there and allowed them to lie. |
Perhaps the trust wanted to show everyone what we are dealing with here.
Liars aren't to be trusted . |  |
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| Trust Statement on 12:20 - Apr 12 with 1956 views | Nookiejack |
| Trust Statement on 11:48 - Apr 12 by londonlisa2001 |
Re the shareholders agreement - the Trust stated that they started to speak with the Americans in April.
I can quite easily imagine that sometime after that and well before the completion of the deal, a lawyer for the Trust mentioned it in a meeting, the American's lawyer asked what they were talking about as they thought there was no agreement, and the Trust then sending it to them.
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. The warranties will have presumably been drafted by the buyers (as the sellers keep warranties to a minimum, so wouldn't volunteer info to include if the buyers never mentioned it). So the Americans drafted it, to include a warranty that there was no shareholders agreement, the sellers accepted it in draft, the buyers then found out it was untrue, but presumably didn't tell the sellers that they knew it to be untrue and allowed them to sign it in the final document.
That is interesting. I wonder what indemnities were included. I also wonder as to the timing of all this coming out as it looks ever more likely that we'll be relegated.
I agree with the point about why this wasn't raised at the meeting. Doesn't make sense to me that the Trust stood there and allowed them to lie. |
That's terrific analysis Londonlisa.
Looks like there is going to be more legal action between the Yanks and selling shareholders than between the Trust and Selling Shareholders/Trust.
Yes incredibly strange why the Yanks would allow the selling shareholders to sign the warranty stating there was no shareholders agreement - when they had been sent it by the Trust. | | | |
| Trust Statement on 12:27 - Apr 12 with 1937 views | morningstar |
| Trust Statement on 12:05 - Apr 12 by oh_tommy_tommy |
Perhaps the trust wanted to show everyone what we are dealing with here.
Liars aren't to be trusted . |
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. |  |
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| Trust Statement on 12:28 - Apr 12 with 1936 views | Nookiejack |
| Trust Statement on 12:20 - Apr 12 by Nookiejack |
That's terrific analysis Londonlisa.
Looks like there is going to be more legal action between the Yanks and selling shareholders than between the Trust and Selling Shareholders/Trust.
Yes incredibly strange why the Yanks would allow the selling shareholders to sign the warranty stating there was no shareholders agreement - when they had been sent it by the Trust. |
Typo Correction
Looks like there is going to be considerably more legal action between;
1. the Yanks and Selling shareholders; than between
2. the Trust and Selling Shareholders/Yanks | | | |
| Trust Statement on 12:31 - Apr 12 with 1929 views | Bloodyhills |
| Trust Statement on 22:57 - Apr 11 by waynekerr55 |
On a serious note surely Dineen and Jenkins must have expected this, after all they swept to power in the Petty days under a wave of fan pressure.They can't be that stupid...Surely? |
I wouldn't be surprised if they have squirrelled their money away on an offshore account or similar so that in the event of going to court and losing can still hang onto their duplicitly gained dosh. | |
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| Trust Statement on 12:39 - Apr 12 with 1915 views | Shaky |
| Trust Statement on 11:48 - Apr 12 by londonlisa2001 |
Re the shareholders agreement - the Trust stated that they started to speak with the Americans in April.
I can quite easily imagine that sometime after that and well before the completion of the deal, a lawyer for the Trust mentioned it in a meeting, the American's lawyer asked what they were talking about as they thought there was no agreement, and the Trust then sending it to them.
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. The warranties will have presumably been drafted by the buyers (as the sellers keep warranties to a minimum, so wouldn't volunteer info to include if the buyers never mentioned it). So the Americans drafted it, to include a warranty that there was no shareholders agreement, the sellers accepted it in draft, the buyers then found out it was untrue, but presumably didn't tell the sellers that they knew it to be untrue and allowed them to sign it in the final document.
That is interesting. I wonder what indemnities were included. I also wonder as to the timing of all this coming out as it looks ever more likely that we'll be relegated.
I agree with the point about why this wasn't raised at the meeting. Doesn't make sense to me that the Trust stood there and allowed them to lie. |
"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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| Trust Statement on 12:43 - Apr 12 with 1884 views | vetchonian |
| 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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so then why ask the Trust so sign a waiver if this SHA had these factors which are not legally binding? | |
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| Trust Statement on 12:44 - Apr 12 with 1874 views | Shaky |
| Trust Statement on 12:43 - Apr 12 by vetchonian |
so then why ask the Trust so sign a waiver if this SHA had these factors which are not legally binding? |
To try to cover themselves, of course! | |
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| Trust Statement on 12:48 - Apr 12 with 1864 views | vetchonian |
| Trust Statement on 12:44 - Apr 12 by Shaky |
To try to cover themselves, of course! |
so you are blowing your own arguement out of the water?
If The Yanks representatives believed the SH they had seen was not watertight so then advising them to sign why get the sellers to ask for a waiver? | |
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| Trust Statement on 12:49 - Apr 12 with 1856 views | Shaky |
| Trust Statement on 12:48 - Apr 12 by vetchonian |
so you are blowing your own arguement out of the water?
If The Yanks representatives believed the SH they had seen was not watertight so then advising them to sign why get the sellers to ask for a waiver? |
To cover themselves - or more accurately their clients - of course!
It's what lawyers do. | |
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| Trust Statement on 13:11 - Apr 12 with 1818 views | Bloodyhills |
| Trust Statement on 09:31 - Apr 12 by tylagarwjack |
Why wouldn't the members of the trust board that were present challenge a statement that was clearly quite the exact opposite of what actually happened? |
One possibility is that they might want to seek legal advice first. It being possible that it's better to leave any wrangling until it gets to court rather than play out any arguments in public where it might adversely affect the court case, should it come to that. | |
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| Trust Statement on 13:19 - Apr 12 with 1791 views | Shaky |
| Trust Statement on 10:29 - Apr 12 by Uxbridge |
Appreciate that, and in this example at least I have the advantage of being privy to the timelines and discussions.
True, never a good time, but now would be disruptive on the pitch without a doubt. Six weekends doesn't change much especially as discussions continue with the QC and such an action would need the canvassed backing of the members anyway which would take time . Plus there's the question of what could be gained via legal action that couldn't through dialogue, once a firm understanding of the legal position is known . For me, waiting till the end of the season in the circumstances makes sense. |
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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| Trust Statement on 13:28 - Apr 12 with 1772 views | fbreath |
| 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. |
Was the forum recorded?
I know one of the newspapers was running a live update on proceedings did they mention it anywhere. Good evidence that they actually said these things at the forum |  |
| We are the first Welsh club to reach the Premier League Simples |
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| Trust Statement on 13:30 - Apr 12 with 1765 views | QJumpingJack |
If the Americans cannot manage their diary properly, what hope do we have of them keeping us in the EPL.... | | | |
| Trust Statement on 13:35 - Apr 12 with 1748 views | fbreath |
I wonder if the Americans, Huw, Dineen etc. will be at the player awards do this year | |
| We are the first Welsh club to reach the Premier League Simples |
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| Trust Statement on 13:36 - Apr 12 with 1740 views | QJumpingJack |
POTY Awards - it could be the longest three hours Kev Johns has ever faced.... | | | |
| Trust Statement on 14:25 - Apr 12 with 1670 views | tomdickharry |
| Trust Statement on 10:29 - Apr 12 by Uxbridge |
Appreciate that, and in this example at least I have the advantage of being privy to the timelines and discussions.
True, never a good time, but now would be disruptive on the pitch without a doubt. Six weekends doesn't change much especially as discussions continue with the QC and such an action would need the canvassed backing of the members anyway which would take time . Plus there's the question of what could be gained via legal action that couldn't through dialogue, once a firm understanding of the legal position is known . For me, waiting till the end of the season in the circumstances makes sense. |
Plus there's the question of what could be gained via legal action that couldn't through dialogue.
Answer - The truth. | | | |
| Trust Statement on 14:58 - Apr 12 with 1635 views | giantstoneater |
| Trust Statement on 06:15 - Apr 12 by tylagarwjack |
So the Americans stated at the fans forum that they were not shown a copy of the shareholders agreement during the process of buying the shares, despite asking for it, right?
If that is the case, and presumably there were members of the trust board present at the forum, who would have known that it was not actually the case, why was that not made clear there and then, on the night, rather than via a trust statement several days later?
Also, I can't believe the Americans would have lied like that unless they expected the trust board to keep quiet and not publically call them out? Even then, even if they had kept quiet, the trust board would have known that they'd lied (and if they've lied about this what else other lies could they have told (or could they tell in the future)), even if the fan base as a whole didn't know, which would surely seriously undermine any bridges and working relationships they were supposedly seeking to build with the trust board. |
A Tank that would destroy both the old board and the new one for being the lying so and so 's that they are - that's what I meant!! |  | | |
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