| Swans Trust Q&A on potential new Shareholders in Swansea City Football Club on 14:59 - Jan 3 with 2785 views | sixpenses |
| Swans Trust Q&A on potential new Shareholders in Swansea City Football Club on 12:55 - Jan 3 by Catullus |
Just to reaffirm the point, lets not do the arguing on this thread. Its too important to all of us genuine fans.
Also, I was one ST holder who thought trust membership was automatic. And once again I am a fully paid up member.
Out of interest, how widly known is it that membership is not automatic? Has the SWEP run a story or has any media (besides on here) mentioned this?
Because there might be a bigger uptake if more people were aware? And if there were, say 15-16000 members who voted against these investors, would the board take heed of us? |
Agree we were not aware and signed up as fully paid members a little while back as soon as we found out from posts here.
Know it is a pain when we think we are communicating it, but the number of us here who have said we were unaware indicates we just need to hammer it home in as many ways as possible.
Dont laugh but what about sandwich boards or stands outside the ground on matchdays - OK laugh if you want |  | |  |
| Swans Trust Q&A on potential new Shareholders in Swansea City Football Club on 12:54 - Jan 4 with 2596 views | wetjack |
It is one way of keeping him quiet
I find it sad that the shareholders use posters on here as their mouthpieces, first Dineen and now Morgan
Brian Katzen will be on here next | |
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| Swans Trust Q&A on potential new Shareholders in Swansea City Football Club on 15:50 - Jan 6 with 2332 views | Batterseajack |
| Swans Trust Q&A on potential new Shareholders in Swansea City Football Club on 12:54 - Jan 4 by wetjack |
It is one way of keeping him quiet
I find it sad that the shareholders use posters on here as their mouthpieces, first Dineen and now Morgan
Brian Katzen will be on here next |
That wouldn't be so bad, maybe he could explain why he wants to sell up | | | |
| Swans Trust Q&A on potential new Shareholders in Swansea City Football Club on 11:49 - Jan 7 with 2178 views | Nookiejack |
As part of any transaction why can't existing shareholders at least gift 4% of their shares to the Trust? They are going to be multi multi millionaires - why can't they leave the club with some protection via the Trust.
The next best solution given the current shareholders want out is an IPO (stock market listing). The beauty of this is that only minimum 25% of shares have to be made available for trading (the 'free float'). Therefore existing shareholders could sell out 50% of their shares (say for £50m) excluding the Trust. The Trust would be left as largest shareholder - along with existing shareholders remaining 29% - which would stop a Corporate shareholder coming into the market and taking control - then securitising the assets of our club - as the Yanks I assume are currently planning to do.
I assume if they are going to buy 30% upfront will be trying to negotiate some sort of option to increase their stake to controlling level over next few years. Once they do this can then securitise the club's assets. Effectively putting the club in 'hock' to buyout existing shareholders.
In contrast an IPO would be an equity only transaction - existing shareholders get out - but then shareholder base is thinly spread. Existing shareholders could keep certain shareholder to stop corporate raider then taking control. | | | |
| Swans Trust Q&A on potential new Shareholders in Swansea City Football Club on 11:55 - Jan 7 with 2176 views | Nookiejack |
PS - When the Trust then receives a dividend can then go back into the market and keep incrementally increasing its stake. (subject to Takeover Panel rules). | | | |
| Swans Trust Q&A on potential new Shareholders in Swansea City Football Club on 13:28 - Jan 7 with 2139 views | Uxbridge |
| Swans Trust Q&A on potential new Shareholders in Swansea City Football Club on 11:49 - Jan 7 by Nookiejack |
As part of any transaction why can't existing shareholders at least gift 4% of their shares to the Trust? They are going to be multi multi millionaires - why can't they leave the club with some protection via the Trust.
The next best solution given the current shareholders want out is an IPO (stock market listing). The beauty of this is that only minimum 25% of shares have to be made available for trading (the 'free float'). Therefore existing shareholders could sell out 50% of their shares (say for £50m) excluding the Trust. The Trust would be left as largest shareholder - along with existing shareholders remaining 29% - which would stop a Corporate shareholder coming into the market and taking control - then securitising the assets of our club - as the Yanks I assume are currently planning to do.
I assume if they are going to buy 30% upfront will be trying to negotiate some sort of option to increase their stake to controlling level over next few years. Once they do this can then securitise the club's assets. Effectively putting the club in 'hock' to buyout existing shareholders.
In contrast an IPO would be an equity only transaction - existing shareholders get out - but then shareholder base is thinly spread. Existing shareholders could keep certain shareholder to stop corporate raider then taking control. |
To answer the first part, that would be up to the will of the existing (singular or collectively) shareholders alone. And, well, it hasn't happened to date 
The IPO solution is an interesting one. Lots of pros and cons though. |  |
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| Swans Trust Q&A on potential new Shareholders in Swansea City Football Club on 14:44 - Jan 7 with 2113 views | cockneyswan |
| Swans Trust Q&A on potential new Shareholders in Swansea City Football Club on 11:49 - Jan 7 by Nookiejack |
As part of any transaction why can't existing shareholders at least gift 4% of their shares to the Trust? They are going to be multi multi millionaires - why can't they leave the club with some protection via the Trust.
The next best solution given the current shareholders want out is an IPO (stock market listing). The beauty of this is that only minimum 25% of shares have to be made available for trading (the 'free float'). Therefore existing shareholders could sell out 50% of their shares (say for £50m) excluding the Trust. The Trust would be left as largest shareholder - along with existing shareholders remaining 29% - which would stop a Corporate shareholder coming into the market and taking control - then securitising the assets of our club - as the Yanks I assume are currently planning to do.
I assume if they are going to buy 30% upfront will be trying to negotiate some sort of option to increase their stake to controlling level over next few years. Once they do this can then securitise the club's assets. Effectively putting the club in 'hock' to buyout existing shareholders.
In contrast an IPO would be an equity only transaction - existing shareholders get out - but then shareholder base is thinly spread. Existing shareholders could keep certain shareholder to stop corporate raider then taking control. |
Unfortunately I don't think many investors ( profiteers) would be interested in purchasing shares with these restrictions. However I'd certainly welcome it as a supporter. |  | | |
| Swans Trust Q&A on potential new Shareholders in Swansea City Football Club on 15:17 - Jan 7 with 2102 views | Nookiejack |
Hopefully potential investors would be pension funds / life assurance companies that hold for long term. They would be investing in a company with no debt with high likelihood of increasing TV rights. They would also know that Trust would be providing liquidity and a floor for their shares with regards to an exit of their investment - as Trust will be looking to increase its stake every time a dividend is paid. | | | |
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| Swans Trust Q&A on potential new Shareholders in Swansea City Football Club on 21:27 - Jan 7 with 2029 views | Shaky |
| Swans Trust Q&A on potential new Shareholders in Swansea City Football Club on 15:17 - Jan 7 by Nookiejack |
Hopefully potential investors would be pension funds / life assurance companies that hold for long term. They would be investing in a company with no debt with high likelihood of increasing TV rights. They would also know that Trust would be providing liquidity and a floor for their shares with regards to an exit of their investment - as Trust will be looking to increase its stake every time a dividend is paid. |
This is some kind of wind up, right?
Alas I don't have time for games right now. |  |
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| Swans Trust Q&A on potential new Shareholders in Swansea City Football Club on 22:15 - Jan 7 with 2003 views | Nookiejack |
No this is not a wind up. An IPO would spread shareholder base - then less chance of a takeover - until Trust can incrementally build up funds over a number of years. It could also generate more cash for the existing shareholders rather than from the Yanks. Hence could meet the needs of all stakeholders. The shares should be attractive to institutions as the club has no debt and with increasing TV rights should become more valuable. The Trust would be the biggest shareholder and if existing shareholders friendly to the Trust also kept some minority holdings - could then block a takeover from a corporate raider.
I don't see any other alternative - as existing shareholders want to monetise current value of their shares and they are being offered cash upfront. Control will pass to the Yanks over next few years - as if they are paying £30m cash upfront - will be given an option to increase their stake. They will then securitise the club's assets to pay for their total investment. Or just sell off players and take the parachute payments if we get relegated. There definitely won't be any 'investment' then.
The ownership of the club then moves to USA from Swansea with low probability of Trust ever getting control. With an IPO the Trust can incrementally keep building up its holdings when it receives dividends. It should also be the largest shareholder after it. | | | |
| Swans Trust Q&A on potential new Shareholders in Swansea City Football Club on 22:24 - Jan 7 with 1995 views | Shaky |
| Swans Trust Q&A on potential new Shareholders in Swansea City Football Club on 22:15 - Jan 7 by Nookiejack |
No this is not a wind up. An IPO would spread shareholder base - then less chance of a takeover - until Trust can incrementally build up funds over a number of years. It could also generate more cash for the existing shareholders rather than from the Yanks. Hence could meet the needs of all stakeholders. The shares should be attractive to institutions as the club has no debt and with increasing TV rights should become more valuable. The Trust would be the biggest shareholder and if existing shareholders friendly to the Trust also kept some minority holdings - could then block a takeover from a corporate raider.
I don't see any other alternative - as existing shareholders want to monetise current value of their shares and they are being offered cash upfront. Control will pass to the Yanks over next few years - as if they are paying £30m cash upfront - will be given an option to increase their stake. They will then securitise the club's assets to pay for their total investment. Or just sell off players and take the parachute payments if we get relegated. There definitely won't be any 'investment' then.
The ownership of the club then moves to USA from Swansea with low probability of Trust ever getting control. With an IPO the Trust can incrementally keep building up its holdings when it receives dividends. It should also be the largest shareholder after it. |
You distinguish yourself from the self-professed financial experts on this forum by knowing how to string bits of jargon together correctly, but at the same time appear woefully ill-informed about actual mechanics.
The stock markets doesn't somehow magically absorb IPOs. Brokers have to go out and find real people willing to write real cheques for real money to exchange for new shares, and that is no easy task. And you can almost certainly forget about institutions because the issue is far too small, and liable to create an ultra thin secondary market where they can not get in and out in a reasonable period of time.
I'm sorry but this is just not serious. | |
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| Swans Trust Q&A on potential new Shareholders in Swansea City Football Club on 22:33 - Jan 7 with 1985 views | Nookiejack |
There seem to be a few other football clubs quoted on the markets. We are valued at least £100m which is plenty big enough for AIM. | | | |
| Swans Trust Q&A on potential new Shareholders in Swansea City Football Club on 22:38 - Jan 7 with 1981 views | Nookiejack |
One question from me with regards to an earlier post (not from me) about there currently being no Shareholders Agreement. Does anyone understand what is the legal position if the Trust refuses to sign a proposed one. As would have thought the Yanks would be uncomfortable to make a committed £60m to £70m investment - without a Shareholders Agreement being put in place? | | | |
| Swans Trust Q&A on potential new Shareholders in Swansea City Football Club on 22:38 - Jan 7 with 1980 views | Shaky |
| Swans Trust Q&A on potential new Shareholders in Swansea City Football Club on 22:33 - Jan 7 by Nookiejack |
There seem to be a few other football clubs quoted on the markets. We are valued at least £100m which is plenty big enough for AIM. |
AIM is by the large not a serious market, and if an issue flops as seems highly likely it could do serious harm to the club.
As for big enterprises like Man U listed in New York, last time I checked they were part of the Dow Jones Entertainment Index. It's a different kettle of fish. | |
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| Swans Trust Q&A on potential new Shareholders in Swansea City Football Club on 23:00 - Jan 7 with 1963 views | Nookiejack |
I think an AIM listing could be a goer. I would agree that listed football clubs are not in vogue.
However we have zero debt and a very well respected Management team. The stock market will recognise that when a private company grows to the size of ours circa £100m - then existing shareholders will want to monetise a certain % of their holding - as derisks them. There would also be a large free float of I would estimate of upwards 50% if the shares (which increases liquidity). My assumption is the Trust would not include its holding in the IPO - just the shareholders that want to get out.
The Trust will also provide liquidity to an extent to the market - in that whenever it receives a dividend will always be looking to mop up shares when the time/price is right. This should also be attractive to the market - as they know there will be an active buyer out there - which gives them an exit route. | | | |
| Swans Trust Q&A on potential new Shareholders in Swansea City Football Club on 23:06 - Jan 7 with 1958 views | Shaky |
| Swans Trust Q&A on potential new Shareholders in Swansea City Football Club on 23:00 - Jan 7 by Nookiejack |
I think an AIM listing could be a goer. I would agree that listed football clubs are not in vogue.
However we have zero debt and a very well respected Management team. The stock market will recognise that when a private company grows to the size of ours circa £100m - then existing shareholders will want to monetise a certain % of their holding - as derisks them. There would also be a large free float of I would estimate of upwards 50% if the shares (which increases liquidity). My assumption is the Trust would not include its holding in the IPO - just the shareholders that want to get out.
The Trust will also provide liquidity to an extent to the market - in that whenever it receives a dividend will always be looking to mop up shares when the time/price is right. This should also be attractive to the market - as they know there will be an active buyer out there - which gives them an exit route. |
AIM is a casino, and the Trust with barely £700k in the bank is in no position to go into the market making business regardless of future dividends.
I'm out of this discussion.. | |
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| Swans Trust Q&A on potential new Shareholders in Swansea City Football Club on 23:10 - Jan 7 with 1954 views | Nookiejack |
I understand Spurs, Bolton, Millwall, Sheffield Utd, Preston, QPR have all in the past have had AIM listings. One criticism of them was a very small free-floats (shares made available to the public for trade). I also assume they were stuffed full of debt. | | | |
| Swans Trust Q&A on potential new Shareholders in Swansea City Football Club on 23:16 - Jan 7 with 1950 views | Shaky |
| Swans Trust Q&A on potential new Shareholders in Swansea City Football Club on 23:10 - Jan 7 by Nookiejack |
I understand Spurs, Bolton, Millwall, Sheffield Utd, Preston, QPR have all in the past have had AIM listings. One criticism of them was a very small free-floats (shares made available to the public for trade). I also assume they were stuffed full of debt. |
Sometimes a company with large, long term shareholders may list shares on some sleepy exchange to give the appearance of a real market but without any underlying liquidity.
In such situations it is an advantage to have a small free float, because if there is the potential for heavy supply to come into the market it could easily crater the shareprice.
As for debt levels they are largely irrelevant since they are simple to price in. | |
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| Swans Trust Q&A on potential new Shareholders in Swansea City Football Club on 23:19 - Jan 7 with 1942 views | Nookiejack |
The Trust would not include its stake in the free float - just current investors that want to get out. The £700k the Trust has plus future dividends would be used to incrementally increase its holding over a number of years 21%, 22%, 23% etc - with the objective of eventually acquiring the holy grail of 50% ownership. (Bundesliga model).
If no better solutions are proposed then this takeover will go ahead. | | | |
| Swans Trust Q&A on potential new Shareholders in Swansea City Football Club on 23:28 - Jan 7 with 1935 views | Nookiejack |
I agree the market will price in debt levels. However likely to be able to be marketed more favourably - as no chance of the club going into administration - so shareholders will always keep the keys. Also no interest payments will be leaving the entity - at regular points in time. Or chance that they could not be serviced (again causing a potential administration) Just dividends when the entity makes distributable profits and can afford to distribute them. So shares could actually attract a premium. | | | |
| Swans Trust Q&A on potential new Shareholders in Swansea City Football Club on 23:59 - Jan 7 with 1919 views | Nookiejack |
With regards to a solution - you have to meet needs of the 2 major stakeholders (1. Non Trust shareholders and 2. the Trust.
The Trust I assume wants to achieve eventually a 50% holding and no debt mortgaged on the club.
The non-trust shareholders want to see an exit route for valuable paper shares. I would think a number of them don't want to totally get out - as would like to maintain an interest in the club they love but want to take substantial proportion of money off the table - as then derisks them. This is a normal situation for a private company that has grown to current size. Their only exit route currently is to the Yanks - however if the Yanks make a £30m initial investment they will require total control. The non-trust shareholders therefore will have to sell all their shares to the Yanks over next few years through I assume an option agreement. Although they probably don't want to sell their entire holding.
This is why I think an IPO could meet needs of both stakeholder groups. It allows an exist for those shareholders that want to get out - but allows some of them to keep an interest in the club they undoubtedly loves.
From the Trust perspective it does not have the funds to achieve a controlling interest right now - but could do this incrementally over time. Also the club wouldn't be mortgaged to the hilt - as will happen if the Yanks gain control. | | | |
| Swans Trust Q&A on potential new Shareholders in Swansea City Football Club on 01:55 - Jan 8 with 1890 views | Nookiejack |
You could also raise say an additional £20m funding - by issuing additional shares during the IPO for stadium expansion - if the shareholder base could be widened - so less risk of a future Corporate raider.
This would tick another box with regards to the need for stadium expansion. Again as this would be equity would only have to make a return to the investors that provided the £20m when the entity could afford to do so. If the Yanks provide say a £20m loan facility even though this may be at very low interest rates - what happens if the club fails to make a loan or interest repayment? Could the Yanks then take control through breach of loan or interest covenants? | | | |
| Swans Trust Q&A on potential new Shareholders in Swansea City Football Club on 07:00 - Jan 8 with 1830 views | NOTRAC |
There is another completely different way of looking at the current situation.
The interest of the investors in the shares is down to the fact that we are a Premier Division club.
Whilst we remain a Premier club, it is virtually impossible for the Trust to increase it's share percentage because of the cost.
What we all want is to remain as a Premier club.It doesn't really matter who the shareholders are so long as the following two criteria are met
1)that the Trust's percentage is not watered down in any way
2) that the club continues to operate on a debt free basis.
Eventually we will be relegated. This is based on the law of averages.Hopefully it will be a long time in the future.
The value of the club will then decrease dramatically.
That therefore will be the best time for the Trust to increase its valuation, as the value per share will be considerably less.
In one way therefore debt is far more a danger than share ownership.
I would be far more afraid of an American loan to the Company (say to enable the club to buy , or develop the ground ) than actually the sale to them of individuals shares.
This would of course be on the proviso that they don't acquire a majority shareholding by being allowed to buy further shares afterwards.
I would also be quite happy with a separate profit sharing arrangement with them relating to commercial developments in the USA, where of course their business acumen could be put to the test and seriously help us.
The one thing we must not do is to allow them substantial footholds through commercial loans to ourselves.That leads to possible loss of control ie a major creditor could easily convert the debt into equity if the club ran into future cash flow problems (say through relegation). | |
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| Swans Trust Q&A on potential new Shareholders in Swansea City Football Club on 08:11 - Jan 8 with 1803 views | Nookiejack |
| Swans Trust Q&A on potential new Shareholders in Swansea City Football Club on 07:00 - Jan 8 by NOTRAC |
There is another completely different way of looking at the current situation.
The interest of the investors in the shares is down to the fact that we are a Premier Division club.
Whilst we remain a Premier club, it is virtually impossible for the Trust to increase it's share percentage because of the cost.
What we all want is to remain as a Premier club.It doesn't really matter who the shareholders are so long as the following two criteria are met
1)that the Trust's percentage is not watered down in any way
2) that the club continues to operate on a debt free basis.
Eventually we will be relegated. This is based on the law of averages.Hopefully it will be a long time in the future.
The value of the club will then decrease dramatically.
That therefore will be the best time for the Trust to increase its valuation, as the value per share will be considerably less.
In one way therefore debt is far more a danger than share ownership.
I would be far more afraid of an American loan to the Company (say to enable the club to buy , or develop the ground ) than actually the sale to them of individuals shares.
This would of course be on the proviso that they don't acquire a majority shareholding by being allowed to buy further shares afterwards.
I would also be quite happy with a separate profit sharing arrangement with them relating to commercial developments in the USA, where of course their business acumen could be put to the test and seriously help us.
The one thing we must not do is to allow them substantial footholds through commercial loans to ourselves.That leads to possible loss of control ie a major creditor could easily convert the debt into equity if the club ran into future cash flow problems (say through relegation). |
Yes that is definitely another way of looking at it. The Trust can definitely bide is time and agree we don't really mind who the other shareholders are - providing the club doesn't go bust in the meantime.
So what could be negotiated here is another class of shares that for example 'B' Ordinary shares that only the Trust would hold and would increase the voting rights of the Trust to 50% ONLY when it came to any Debt decisions. These shares would not have any economic rights.
This would be in return for co-operation into entering the transaction and signing a Shareholders Agreement (if one is not in place).
This then also flushes out whether this is just an equity transaction or a leveraged transaction. As if the Yanks are just replacing current shareholders why wouldn't they enter into this with the Trust. | | | |
| Swans Trust Q&A on potential new Shareholders in Swansea City Football Club on 08:23 - Jan 8 with 1798 views | Nookiejack |
| Swans Trust Q&A on potential new Shareholders in Swansea City Football Club on 08:11 - Jan 8 by Nookiejack |
Yes that is definitely another way of looking at it. The Trust can definitely bide is time and agree we don't really mind who the other shareholders are - providing the club doesn't go bust in the meantime.
So what could be negotiated here is another class of shares that for example 'B' Ordinary shares that only the Trust would hold and would increase the voting rights of the Trust to 50% ONLY when it came to any Debt decisions. These shares would not have any economic rights.
This would be in return for co-operation into entering the transaction and signing a Shareholders Agreement (if one is not in place).
This then also flushes out whether this is just an equity transaction or a leveraged transaction. As if the Yanks are just replacing current shareholders why wouldn't they enter into this with the Trust. |
PS I assume the Yanks are only going to invest £30m for 30% - if they have some sort of option agreement to take their stake above 50% in the future. I don't think they will go ahead if they are not given the option agreement. I assume the option agreement will be over the non-Trust shareholders shares. Hence why a Shareholders Agreement is probably going to be very important here - as may lead to legal challenges down the line through the Articles if one is not in place. | | | |
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