| Swans Trust Q&A on potential new Shareholders in Swansea City Football Club on 08:35 - Jan 8 with 3323 views | Uxbridge |
| 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). |
Interesting stuff. |  |
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| Swans Trust Q&A on potential new Shareholders in Swansea City Football Club on 08:38 - Jan 8 with 3321 views | Uxbridge |
| 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. |
Surely it does matter who the shareholders are ... there's a pretty wide gap between the status quo and going bust.
It's difficult to see any party ever looking to buy a big stake in the club but happy to lose voting rights into the bargain. | |
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| Swans Trust Q&A on potential new Shareholders in Swansea City Football Club on 08:46 - Jan 8 with 3318 views | Nookiejack |
| Swans Trust Q&A on potential new Shareholders in Swansea City Football Club on 08:23 - Jan 8 by Nookiejack |
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. |
PPS - I think the other major risk for the Trust (after losing control through defaulting via debt/interest defaults) is if the Yanks gain a substantial holding once any potentially agreed options are exercised.
As they could then embark on a rights issue again under the mantra of 'investment' for stadium expansion and player acquisition. The Trust would not be able to take up its 21% pre-emption rights of this new issue - as will not have sufficient funds. Therefore the Trust could be diluted to under 10% - which I understand is a critical level - as the Yanks could then force the Trust to sell the remaining <10%. (I understand that when total minority holdings go under 10% the majority shareholder can buy the minority shareholder out - even if the minority shareholder doesn't want to get out - maybe somebody has already clarified that in an earlier thread?) |  | | |
| Swans Trust Q&A on potential new Shareholders in Swansea City Football Club on 09:40 - Jan 8 with 3292 views | Nookiejack |
| Swans Trust Q&A on potential new Shareholders in Swansea City Football Club on 08:38 - Jan 8 by Uxbridge |
Surely it does matter who the shareholders are ... there's a pretty wide gap between the status quo and going bust.
It's difficult to see any party ever looking to buy a big stake in the club but happy to lose voting rights into the bargain. |
Yes you are right it does matter who the Shareholders are - however if the Status Quo wants out then you can't stop them from getting out - as long as due diligence determine that the new Shareholders are fit and proper.
With regards to losing voting rights - this would only be over debt decisions. This transaction has been sold to us as an equity investment to take us to the next level. So why wouldn't the Yanks concede this to the Trust - unless their ultimate aim was a leveraged transaction down the line. | | | |
| Swans Trust Q&A on potential new Shareholders in Swansea City Football Club on 09:52 - Jan 8 with 3288 views | Nookiejack |
| Swans Trust Q&A on potential new Shareholders in Swansea City Football Club on 08:35 - Jan 8 by Uxbridge |
Interesting stuff. |
PS totally agree with this '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).' | | | |
| Swans Trust Q&A on potential new Shareholders in Swansea City Football Club on 09:57 - Jan 8 with 3281 views | tomdickharry |
Lets all keep our powder dry until an offer is made, the trust members meeting will be an all night affair coffee and biscuits provided by the trust free of charge. Will any vote be show of hands or secret ballot? | | | |
| Swans Trust Q&A on potential new Shareholders in Swansea City Football Club on 10:32 - Jan 8 with 3260 views | Shaky |
| Swans Trust Q&A on potential new Shareholders in Swansea City Football Club on 09:52 - Jan 8 by Nookiejack |
PS totally agree with this '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).' |
Oh dear, I'm afraid your mastery of jargon and basic concepts in finance are slipping badly. |  |
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| Swans Trust Q&A on potential new Shareholders in Swansea City Football Club on 10:37 - Jan 8 with 3247 views | Starsky |
| Swans Trust Q&A on potential new Shareholders in Swansea City Football Club on 10:32 - Jan 8 by Shaky |
Oh dear, I'm afraid your mastery of jargon and basic concepts in finance are slipping badly. |
Ask him for a photo of his bookcase Shaky.  |  |
| It's just the internet, init. |
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| Swans Trust Q&A on potential new Shareholders in Swansea City Football Club on 10:44 - Jan 8 with 3234 views | Shaky |
| Swans Trust Q&A on potential new Shareholders in Swansea City Football Club on 10:37 - Jan 8 by Starsky |
Ask him for a photo of his bookcase Shaky. |
You don's seem to understand that the only relevance of my bookcase is to demonstrate that I am far more likely to have gained whatever knowledge I may have from them, as opposed to internet search engines. | |
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| Swans Trust Q&A on potential new Shareholders in Swansea City Football Club on 11:06 - Jan 8 with 3217 views | Nookiejack |
| Swans Trust Q&A on potential new Shareholders in Swansea City Football Club on 10:32 - Jan 8 by Shaky |
Oh dear, I'm afraid your mastery of jargon and basic concepts in finance are slipping badly. |
I think the point NOTRAC is making that if the Yanks make a commercial loan as well as an equity investment of 30% investment plus option agreement - then the Trust and other existing investors - have to be extremely vigilant - as any short term cash flow issues could lead to a default with regards to loan or interest reapayments. This could lead to debt for equity conversion - allowing Yanks to take control through back door - just because of short term cash flow issues. This cannot happen if we remain debt free. I think the Trust's stake is better protected if we remain debt free and don't believe we need to take on debt to get to the 'next level'. | | | |
| Swans Trust Q&A on potential new Shareholders in Swansea City Football Club on 11:17 - Jan 8 with 3225 views | tomdickharry |
I really don't understand why everyone is looking at the Yanks with doom and gloom, could be very good investors looking forward to seeing what will be their offer. | | | |
| Swans Trust Q&A on potential new Shareholders in Swansea City Football Club on 11:42 - Jan 8 with 3211 views | Nookiejack |
| Swans Trust Q&A on potential new Shareholders in Swansea City Football Club on 11:17 - Jan 8 by tomdickharry |
I really don't understand why everyone is looking at the Yanks with doom and gloom, could be very good investors looking forward to seeing what will be their offer. |
For me it's an emotional thing that current non-Trust shareholders are massive fans in their own right. It is a shame they want out - but understand it given the sums of money involved. I think we will lose the magic when they exit - as don't think the Yanks will have the same impassioned connection to the club. Our Board also know what they are doing with regards to player and managerial appointments. I think also with the Yanks it is much less likely that the Trust could gain control in the future with regards to Bundesliga model of fan ownership. Agree that we should see what the Yanks offer - so no more from me. | | | |
| Swans Trust Q&A on potential new Shareholders in Swansea City Football Club on 12:37 - Jan 8 with 3182 views | NOTRAC |
| Swans Trust Q&A on potential new Shareholders in Swansea City Football Club on 11:17 - Jan 8 by tomdickharry |
I really don't understand why everyone is looking at the Yanks with doom and gloom, could be very good investors looking forward to seeing what will be their offer. |
Look I know this issue has run and run, but it does involve a massive change which could affect the future of the club for better or worse.
More importantly it has given those that run the Trust a feel of the worries and thoughts of its members.
Also If nothing else it has made members aware that Season Ticket ownership no longer automatically means trust membership.
Whilst I also hope that the American investment will be good for the club,you have to appreciate that they are investors and thereby fundamentally differ from the present shareholders.
They will be looking for a monetary return on their investments.
Dividends as in the past will not be sufficient to compensate them for their share purchases,even if the price paid will probably not be as high as the £1m per cent that most seem to suggest.
They are buying only a minority interest after all.
As I said before I am more worried about possible loans that they might make as part of the getting our foot in the door purpose, than the initial share purchase. | |
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| Swans Trust Q&A on potential new Shareholders in Swansea City Football Club on 12:55 - Jan 8 with 3166 views | Uxbridge |
| Swans Trust Q&A on potential new Shareholders in Swansea City Football Club on 12:37 - Jan 8 by NOTRAC |
Look I know this issue has run and run, but it does involve a massive change which could affect the future of the club for better or worse.
More importantly it has given those that run the Trust a feel of the worries and thoughts of its members.
Also If nothing else it has made members aware that Season Ticket ownership no longer automatically means trust membership.
Whilst I also hope that the American investment will be good for the club,you have to appreciate that they are investors and thereby fundamentally differ from the present shareholders.
They will be looking for a monetary return on their investments.
Dividends as in the past will not be sufficient to compensate them for their share purchases,even if the price paid will probably not be as high as the £1m per cent that most seem to suggest.
They are buying only a minority interest after all.
As I said before I am more worried about possible loans that they might make as part of the getting our foot in the door purpose, than the initial share purchase. |
Loans can't be imposed without the will of the existing shareholders. | |
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| Swans Trust Q&A on potential new Shareholders in Swansea City Football Club on 13:31 - Jan 8 with 3143 views | tomdickharry |
| Swans Trust Q&A on potential new Shareholders in Swansea City Football Club on 12:37 - Jan 8 by NOTRAC |
Look I know this issue has run and run, but it does involve a massive change which could affect the future of the club for better or worse.
More importantly it has given those that run the Trust a feel of the worries and thoughts of its members.
Also If nothing else it has made members aware that Season Ticket ownership no longer automatically means trust membership.
Whilst I also hope that the American investment will be good for the club,you have to appreciate that they are investors and thereby fundamentally differ from the present shareholders.
They will be looking for a monetary return on their investments.
Dividends as in the past will not be sufficient to compensate them for their share purchases,even if the price paid will probably not be as high as the £1m per cent that most seem to suggest.
They are buying only a minority interest after all.
As I said before I am more worried about possible loans that they might make as part of the getting our foot in the door purpose, than the initial share purchase. |
Great points,but look at it this way, Lerner was great for Villa appreciated the supporters and undertook and completed all supporters requests when he took over Villa,was stuffed by Martin O'Neil whom he gave carte blanche too in terms of players contracts and signings,paid a huge financial price did Mr Lerner,now he wants his money back by selling the old lady,no takers. So not all the Yanks wish to destroy a club's ethos. | | | |
| Swans Trust Q&A on potential new Shareholders in Swansea City Football Club on 14:17 - Jan 8 with 3120 views | Uxbridge |
| Swans Trust Q&A on potential new Shareholders in Swansea City Football Club on 11:17 - Jan 8 by tomdickharry |
I really don't understand why everyone is looking at the Yanks with doom and gloom, could be very good investors looking forward to seeing what will be their offer. |
Or they could not be. Why on earth do we need to change and risk that? | |
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| Swans Trust Q&A on potential new Shareholders in Swansea City Football Club on 15:27 - Jan 8 with 3055 views | tomdickharry |
| Swans Trust Q&A on potential new Shareholders in Swansea City Football Club on 14:17 - Jan 8 by Uxbridge |
Or they could not be. Why on earth do we need to change and risk that? |
Further development. | | | |
| Swans Trust Q&A on potential new Shareholders in Swansea City Football Club on 15:36 - Jan 8 with 3048 views | Uxbridge |
| Swans Trust Q&A on potential new Shareholders in Swansea City Football Club on 15:27 - Jan 8 by tomdickharry |
Further development. |
What development? There is no injection of funds being talked about here. It's one person/s selling their shares to someone else. | |
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| Swans Trust Q&A on potential new Shareholders in Swansea City Football Club on 17:03 - Jan 8 with 3015 views | wetjack |
| 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). |
is that what Martin told you to say? | |
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| Swans Trust Q&A on potential new Shareholders in Swansea City Football Club on 18:05 - Jan 8 with 2981 views | Nookiejack |
| Swans Trust Q&A on potential new Shareholders in Swansea City Football Club on 22:38 - Jan 7 by 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? |
I have received a reply from a good source that a Shareholders Agreement was signed by all parties in 2002.
However without 'Drag Along' provisions.
For information 'A drag along provision forces a shareholder to sell his shares on the same terms as the majority of shareholders who approve of the sale'.
Apparently drag along provisions were then drafted and included in the proposed draft Shareholders Agreement circulated by the Club's solicitors in 2010, but that agreement was never adopted/fully signed.
So whoever didn't sign these on behalf of the Trust in 2010 - deserves a medal. As now could be in the scenario of being dragged along by the majority shareholders - if they accept the Yank's proposal.
Why I mention this is that the Trust should never accept drag provisions - if a new Shareholders Agreement is entered into with the Yank's - as they could then drag along the Trust at a later stage - when they exit.
So please representatives of the Trust don't ever concede drag along rights - if a new Shareholder's Agreement is entered into.
I think signing a new Shareholder's Agreement gives the Trust a negotiating positing - as if I was in the Yank's position would be uncomfortable to make a £60m-£70m investment - without a watertight Shareholders Agreement in place.
('Tag along' rights are ok - as the Trust can 'Tag' along on the same terms as the Yank's - if the Yank's receive an offer for their acquired holding in the future. Very unlikely that the Trust would ever decide to do so - but you always want to keep your options open). | | | |
| Swans Trust Q&A on potential new Shareholders in Swansea City Football Club on 22:20 - Jan 8 with 2905 views | sixpenses |
| Swans Trust Q&A on potential new Shareholders in Swansea City Football Club on 12:37 - Jan 8 by NOTRAC |
Look I know this issue has run and run, but it does involve a massive change which could affect the future of the club for better or worse.
More importantly it has given those that run the Trust a feel of the worries and thoughts of its members.
Also If nothing else it has made members aware that Season Ticket ownership no longer automatically means trust membership.
Whilst I also hope that the American investment will be good for the club,you have to appreciate that they are investors and thereby fundamentally differ from the present shareholders.
They will be looking for a monetary return on their investments.
Dividends as in the past will not be sufficient to compensate them for their share purchases,even if the price paid will probably not be as high as the £1m per cent that most seem to suggest.
They are buying only a minority interest after all.
As I said before I am more worried about possible loans that they might make as part of the getting our foot in the door purpose, than the initial share purchase. |
What American investment?
None of the money is coming to the club in this share sale, although you are correct they will be looking for a return from the club for the millions paid to the shareholders (even though the club will not see a penny of it) | | | |
| Swans Trust Q&A on potential new Shareholders in Swansea City Football Club on 22:22 - Jan 8 with 2902 views | sixpenses |
| Swans Trust Q&A on potential new Shareholders in Swansea City Football Club on 11:17 - Jan 8 by tomdickharry |
I really don't understand why everyone is looking at the Yanks with doom and gloom, could be very good investors looking forward to seeing what will be their offer. |
What investment.
The money is going into the pockets of the shareholders that sell
The buyers will want to take value for the money from the club though even though it has not seen a penny of it | | | |
| Swans Trust Q&A on potential new Shareholders in Swansea City Football Club on 22:32 - Jan 8 with 2886 views | sixpenses |
Least we forget…….
THIS IS NOT AN INVESTMENT — IT IS A PRIVATE SALE
- In which the multi millions £ proceeds will be pocketed by the individual shareholders
- The club will not see a penny of that money
- The buyers will expect to recoup those multi millions and many more from our club (even though it has not had a penny from the sale). It would not otherwise be worth their trouble
End Game: In order to maximise their control and thus control financial dealings it would be hard to envisage a situation where shareholders with such a history would not want to gain a controlling interest in the club (not difficult targeting individuals to sell more shares if the price is right) which would then put them in a position to dilute shares and effectively oust the Trust. In any event with such a controlling interest the Trust could become more of a puppet for the Board than it already is, given the new shareholders have no allegiance except profit.
There are a number of fronts on which we can and should fight this and this is most effectively done before any offer is made (by which time positions will be entrenched). | | | |
| Swans Trust Q&A on potential new Shareholders in Swansea City Football Club on 22:48 - Jan 8 with 2872 views | sixpenses |
The Q&A is very helpful and thanks for that but what it does not seem to cover is the massive potential ongoing impact to our club that may be analogised thus
- taking a few bricks away may not seem a problem until it is realised it is the corner stone whose removal has a strong potential to initiate a total collapse
Q 10 Due Diligence — nothing to suggest they would not pass a test is not the same as (going from details posted on here about past financial involvement and related investigations) there not being some very concerning close associations with past financial irregularities which given their financial nous it is very difficult to understand they would be unaware of (and were massively benefitting from) - despite no direct involvement being proven
“Q13: Can the Supporters Trust veto the transaction?
A13: No. The Supporters Trust does not have a shareholding that is large enough to block the transaction from happening.”
Quite a bland and submissive statement that does not tell the whole story of other areas where action can / may possibly be taken
- Supporter power and clearly marking buyer’s card BEFORE any potential offer made. Once an offer is made actions and approach are entrenched and massively difficult to reverse. We should be making this a massively hostile environment for the offer to develop in and show that we will be a constant thorn in their sides every step of the way in order to relentlessly maintain and further Trust objectives. An excellent working relationship is fine but in this scenario the end game would leave us powerless (and potentially ousted completely) and give us nothing they did not want to give.
- Stopping the sale by getting other directors to agree to block it thus forming a majority to stop the registration of any shares sold, if it is correct that director approval is required.
- Shareholder agreement — if this is required then is it the case that every significant shareholder must agree (rather than agreement by Board majority) is this another potential avenue to block the sale
Let us be in no doubt this could be the beginning of the end for our club and the Trust’s involvement.
The Trust was set up with long term aims for the benefit of Swansea, the Club and our own future generations
Let us not be blinded by short term greed that these shareholders MAY invest (at what cost and with what conditions and at the end of the day to what marginal effect) and risk a long term future for our club which is not ours to gamble with but is ours to protect in all ways possible.
Let us ask shareholders who have already had massive returns if they will not pro rata donate / sell at reasonable cost (which we can surely raise) enough shares to make the Trust the controlling shareholder in the club. Let us formally put this question to the Shareholders and see the extent of their commitment to our fans run club.
If the Trust show they will do everything to fight any takeover every step of the way then the shares are likely not worth such falsely inflated prices anyway. It is not for us to gift multi millions to already well rewarded shareholders by placid acceptance at the risk of our potential destruction.
Let us do everything in our power to get the mass of Supporters registered as full members. Let the full board do everything in their power to facilitate this or let it be clearly known that they are blocking it. | | | |
| Swans Trust Q&A on potential new Shareholders in Swansea City Football Club on 09:47 - Jan 9 with 2750 views | Starsky |
To the shareholders that are considering selling their shares...
What's changed? Why do you want out?
I could understand it if we were fighting relegation etc but with Bony about to be sold, there is a good chance of another bumper dividend payout.
Surely, with the dividend payouts, you're getting a return/reward on your hard work of previous years anyway?
Have you fallen out of love or are disillusioned with the Swans?
surely the Swans shouldn't be your jackpot winning lottery ticket either?
Selling shares to outside investors could be the beginning of the end of the fantastic unique Swansea City ethos. | |
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