| The Future, The "Investment", The Trust & Raising Awareness-My work here is done 13:38 - Dec 21 with 7296 views | _ |
Where are we with all this?
Over the last few months we have been drip fed very worrying and alarming news. In fact, only a relatively short period of time ago a thread started by Westx who had suggested potential American "investment" was met with complete disbelief and derision.
Most of us, apart from the odd [legitimate] gripe here and there were happy plodding on, with what we all now to a certain degree feel is our right - to be challenging the best teams in the land and world on a level footing and getting massive credit and plaudits for doing so.
We have always been the club that did things differently. In fairness, there wasn't a lot else we could have done, we didn't have the resources to splash out big and apart from the odd, relatively small, directors loan, we lived within our means.
I am not going to go trawling through the net to find Jenkins' sound bites of which they would be by the barrow full on our prudent and careful fiscal strategy. Suffice to say the Directors of SCFC were and still are very proud of what they have achieved. Even more suffice to say is that we, as fans, say and feel the same.
There is a big white elephant in the room however, at Swansea City FC, literally in Board meetings at the club, and that is us - Yep, pretty much every single one of us, because not just for the sake of the usual cliche trollied out that no club can survive without its fans, it was literally the case with us. Yes, "us", like Kevin Johns stated at Wembley three years ago.... THIS IS "OUR" DAY!!!
It was as things turned out but it's always been "our" club. For years and years we spent in the lower leagues and no matter where we were or whenever that was, if I or your good selves had to talk about the Swans with anyone we'd meet, it was always with a very matter of fact and passionate royal "we"!!
Who is "we" they may have asked and even more proudly responded with Swansea City FC the greatest team in football.... And yep, this was actually meant, even though we may have been fifteenth in Division 4 at the time.
Owners and chairmen have come and gone but still we stuck by our club. For years and years we did not have a pot to piss in and whatever money the club did get coming in nobody really could be sure if it was being accounted for totally in the best interests of the football club.
The very same Directors and Chairman who sit on our Board today would have been the very same to have questioned the motives of anyone that is in the privileged position of being the guardians of our local club.
When Petty was ousted and the never before seen events ensued with the rallying call of the Jack Army and Tesco bags full of used notes, bucket after bucket loads of hard earned coins and more than a little enterprise and endeavour, everyone swore at the time to never again be in a position like we were back then.
The football history since then is just too magical to actually believe it happened to us all. The same people among us now, the same faces I have seen over 30 years plus in varying different market towns, shitty stadiums, service stations etc, who still do and who always will, refer to us with the royal "we", well we now say it with even more vigour and belief and look, we told you all back then we were the greatest team in football and we weren't lying!!!
So let's get things very clear because I am not a fans leader and have never wanted to be one, no matter what some want to accuse me of. I am a dyed in the wool Jack and bearing in mind a home game for me was 25 miles away, I have more than earned a right to speak out in a public forum if I feel standards are slipping and we are potentially slipping back to old and dangerous ways.
Has anyone learned anything about the club in the last few weeks?
Maybe that the club is actually only 50/50 away from being sold from underneath us?
Or maybe how we have certain individuals who are more than tied into the club on a personal level when perhaps it's just not good practice to be in that conflicting of interests position?
That our Directors' businesses have been paid huge amounts for work they must have invoiced the club for?
When and how Leigh bought his shares in the club and whether that was indeed the darkest hour of the Trust and whether or not lessons were learned from it?
I will meet Leigh as he's apparently asked to meet me, not because he's singled me out as a fans leader, more probably in light of the above questions I have been asking on a public forum. A public forum on the club we all love and a chance to spread more transparency to a wider audience so we can all discuss the matters and issues we are raising.
I have no doubt Leigh Dineen is a good bloke at heart. I don't agree with what he did when he bought his shares but he has told me nothing sinister happened which of course at this moment in time I believe. I don't agree with his defensiveness when fans have legitimate concerns about the department he runs and I don't think he comes out and apologises when mistakes clearly happen and cost us.
I also feel the Trust have not really gone into battle for the fans and I also strongly believe the second largest shareholder has the weakest voice in board meetings - and yes, that's us the fans. I also don't like the idea of our current supporters director having a personal business interest in winning tenders as I don't honestly feel that is fair on him or us,
I would like our club to remain a part of us but from now, an even bigger part of us. Like I said a few days ago - look to Germany not America!
The Premier Legue money due to us every year is just as much ours as theirs.
Do not let some foreign money man come in to our club and take all this away from us.
Leigh, get ready with some honest answers and look me in the eye when doing so.
SCFC - ONE LOVE
[Post edited 21 Dec 2014 13:50]
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| The Future, The "Investment", The Trust & Raising Awareness-My work here is done on 18:07 - Dec 21 with 1710 views | NeiltheTaylor |
| The Future, The "Investment", The Trust & Raising Awareness-My work here is done on 18:04 - Dec 21 by Shaky |
The clock starts when the offer is announced. The first closing date is likely to be 21 days later, with the option to extend the offer period depending on the level of acceptances received. |
Good to know. Thanks. Are acceptances part of terms and conditions? |  |
| Joe_bradshaw -I thought the cryochamber was the new name for Cardiff's stadium.
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| The Future, The "Investment", The Trust & Raising Awareness-My work here is done on 18:10 - Dec 21 with 1693 views | Shaky |
| The Future, The "Investment", The Trust & Raising Awareness-My work here is done on 18:07 - Dec 21 by NeiltheTaylor |
Good to know. Thanks. Are acceptances part of terms and conditions? |
Yup. It is normal to make an offer conditional on receiving a certain level of acceptances. |  |
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| The Future, The "Investment", The Trust & Raising Awareness-My work here is done on 18:19 - Dec 21 with 1669 views | Shaky |
| The Future, The "Investment", The Trust & Raising Awareness-My work here is done on 17:46 - Dec 21 by jackonicko |
I must have dreamt that Londom forum too :) |
So given that Uxbridge sadly appears to be indisposed and incapable of producing just a lidddle bit of substance, we can happily turn to you, seeing has how you and he are implying the same thing.
Kindly spill the beans and give us a couple of examples of the Trust's influence that became apparent at the London meeting. | |
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| The Future, The "Investment", The Trust & Raising Awareness-My work here is done on 18:27 - Dec 21 with 1655 views | jackonicko |
Things here are a little more nuanced than Shaky suggests. 21 days is indeed common and based on acceptances, but not always.
The usual order of things is preliminary discussions followed by a Heads of Agreement which sets out the headline terms. Such a document is usually non binding, but sets out the areas of agreement in principle. Once this is in place, the parties then move into a next phase, where the parties at least know they are in broad agreement.
The buyer will do due diligence on the target (the extent of which depends on the deal, it could be extensive, it could be quite light touch). The solicitors on both sides will enter into negotiations on a Sale and Purchase Agreement, which sets out the binding terms and conditions of the deal. The devil is always in the detail, which is why the heads of agreement is non binding. Either side can usually walk away before signing the SPA.
However, the heads of agreement may have some binding terms, such as a 'break fee', to recompense the other party for costs incurred in certain circumstances should the other side walk away. These don't always exist.
The SPA will probably only be between those shareholders who are selling and those who are buying. However, due to the fact that this is a small private company with a limited number of shareholders, a shareholders agreement usually exists. Therefore, the terms and requirements of the SHA will also need to be complied with, which could specify timeframes for notification and preemption rights which are different to the ones Shaky has suggested. It may be that a new SHA will be required to reflect the new ownership model, which means all shareholders will need to agree.
The level of acceptances will depend on the offer that is being made. Because of the ownership structure of the club currently, and the speculated details of the offer in the press, it may require all or nothing acceptance by the (non trust) shareholders to proceed.
So, clear as mud then :) |  | | |
| The Future, The "Investment", The Trust & Raising Awareness-My work here is done on 18:35 - Dec 21 with 1632 views | Shaky |
| The Future, The "Investment", The Trust & Raising Awareness-My work here is done on 18:27 - Dec 21 by jackonicko |
Things here are a little more nuanced than Shaky suggests. 21 days is indeed common and based on acceptances, but not always.
The usual order of things is preliminary discussions followed by a Heads of Agreement which sets out the headline terms. Such a document is usually non binding, but sets out the areas of agreement in principle. Once this is in place, the parties then move into a next phase, where the parties at least know they are in broad agreement.
The buyer will do due diligence on the target (the extent of which depends on the deal, it could be extensive, it could be quite light touch). The solicitors on both sides will enter into negotiations on a Sale and Purchase Agreement, which sets out the binding terms and conditions of the deal. The devil is always in the detail, which is why the heads of agreement is non binding. Either side can usually walk away before signing the SPA.
However, the heads of agreement may have some binding terms, such as a 'break fee', to recompense the other party for costs incurred in certain circumstances should the other side walk away. These don't always exist.
The SPA will probably only be between those shareholders who are selling and those who are buying. However, due to the fact that this is a small private company with a limited number of shareholders, a shareholders agreement usually exists. Therefore, the terms and requirements of the SHA will also need to be complied with, which could specify timeframes for notification and preemption rights which are different to the ones Shaky has suggested. It may be that a new SHA will be required to reflect the new ownership model, which means all shareholders will need to agree.
The level of acceptances will depend on the offer that is being made. Because of the ownership structure of the club currently, and the speculated details of the offer in the press, it may require all or nothing acceptance by the (non trust) shareholders to proceed.
So, clear as mud then :) |
Your little copy/paste job is a model transaction is between an acquiring company and a 'selling' company.
There is no Heads of Agreement here, and there is most certainly no break fee.
you are right that the terms of the existing shareholders' agreement must me complied with, however. | |
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| The Future, The "Investment", The Trust & Raising Awareness-My work here is done on 18:41 - Dec 21 with 1602 views | jackonicko |
| The Future, The "Investment", The Trust & Raising Awareness-My work here is done on 18:35 - Dec 21 by Shaky |
Your little copy/paste job is a model transaction is between an acquiring company and a 'selling' company.
There is no Heads of Agreement here, and there is most certainly no break fee.
you are right that the terms of the existing shareholders' agreement must me complied with, however. |
Cut and paste? I just did that on my iPhone thank you very much, and feeling very proud of myself for the lack of typos.
A model transaction between an acquiring company and a selling company, you say? Sounds like I might be on the right track then. Thanks for the vote of support.
And I agree that a break fee is unlikely. However, I added that for the Google-jockeys out there who would otherwise leap on the fact I said HoA are not binding, and try to find a boringly immaterial point to argue over. | | | |
| The Future, The "Investment", The Trust & Raising Awareness-My work here is done on 18:46 - Dec 21 with 1584 views | Shaky |
| The Future, The "Investment", The Trust & Raising Awareness-My work here is done on 18:41 - Dec 21 by jackonicko |
Cut and paste? I just did that on my iPhone thank you very much, and feeling very proud of myself for the lack of typos.
A model transaction between an acquiring company and a selling company, you say? Sounds like I might be on the right track then. Thanks for the vote of support.
And I agree that a break fee is unlikely. However, I added that for the Google-jockeys out there who would otherwise leap on the fact I said HoA are not binding, and try to find a boringly immaterial point to argue over. |
As I said there is no heads of agreement. Instead there is a prospective agreement between a buyer of shares and one or more individual sellers of shares.
Or is it your belief that LD, BK, etc have all negotiated heads of agreement with the prospective buyer? | |
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| The Future, The "Investment", The Trust & Raising Awareness-My work here is done on 19:09 - Dec 21 with 1546 views | Phil_S |
| The Future, The "Investment", The Trust & Raising Awareness-My work here is done on 18:46 - Dec 21 by Shaky |
As I said there is no heads of agreement. Instead there is a prospective agreement between a buyer of shares and one or more individual sellers of shares.
Or is it your belief that LD, BK, etc have all negotiated heads of agreement with the prospective buyer? |
Why would there be no heads of agreement? |  | | |
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| The Future, The on 19:20 - Dec 21 with 1520 views | Uxbridge |
| The Future, The on 17:54 - Dec 21 by Shaky |
Here's a novel ideal for you: why don't you for once depart from your stock in trade inference cum innuendo and make a positive statement or two.
What is that you will no doubt be wondering?
That means completing the statement "It's also completely and utterly wrong" with "because example x/y/z".
In other words try to find some substance in yourself -- I'm waiting with bated breadth. |
I shall refer you to Jacko's quite comprehensive account of the events of said forum. |  |
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| The Future, The "Investment", The Trust & Raising Awareness-My work here is done on 19:21 - Dec 21 with 1515 views | NeiltheTaylor |
| The Future, The "Investment", The Trust & Raising Awareness-My work here is done on 19:09 - Dec 21 by Phil_S |
Why would there be no heads of agreement? |
So there is one then?
Are we tied into a "break fee" with the Americans? How much is it and will it be the sell outs who shoulders the charge or will the club be forced to pay it if the sale doesn't go ahead? | |
| Joe_bradshaw -I thought the cryochamber was the new name for Cardiff's stadium.
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| The Future, The "Investment", The Trust & Raising Awareness-My work here is done on 19:22 - Dec 21 with 1511 views | Uxbridge |
| The Future, The "Investment", The Trust & Raising Awareness-My work here is done on 18:19 - Dec 21 by Shaky |
So given that Uxbridge sadly appears to be indisposed and incapable of producing just a lidddle bit of substance, we can happily turn to you, seeing has how you and he are implying the same thing.
Kindly spill the beans and give us a couple of examples of the Trust's influence that became apparent at the London meeting. |
Wrapping Christmas presents with the nipper. I have my priorities firmly in place thanks. | |
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| The Future, The "Investment", The Trust & Raising Awareness-My work here is done on 19:25 - Dec 21 with 1485 views | jackonicko |
| The Future, The "Investment", The Trust & Raising Awareness-My work here is done on 19:22 - Dec 21 by Uxbridge |
Wrapping Christmas presents with the nipper. I have my priorities firmly in place thanks. |
You rotter! Are you not even bothering with the pretence of Father Christmas this year?
(Sorry to break it to you Shaky, but Father Christmas doesn't exist) | | | |
| The Future, The "Investment", The Trust & Raising Awareness-My work here is done on 19:34 - Dec 21 with 1450 views | Uxbridge |
| The Future, The "Investment", The Trust & Raising Awareness-My work here is done on 19:25 - Dec 21 by jackonicko |
You rotter! Are you not even bothering with the pretence of Father Christmas this year?
(Sorry to break it to you Shaky, but Father Christmas doesn't exist) |
I usually go outside on Christmas Eve with a shotgun and fire a round in the air. 
She's been nagging me all day to wrap the family presents. I should have known such enthusiasm would last about halfway through the first. Her's will get done tonight so I can enjoy the fallout of tomorrow's meeting in peace | |
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| The Future, The "Investment", The Trust & Raising Awareness-My work here is done on 20:25 - Dec 21 with 1371 views | Shaky |
| The Future, The "Investment", The Trust & Raising Awareness-My work here is done on 19:09 - Dec 21 by Phil_S |
Why would there be no heads of agreement? |
To be clear I am very much hoping that the Trust is in the final stages of negotiating a definitive agreement. But then you are staying in.
For those selling there is no need for any elaborate agreements assuming obviously they a not required to vote through any of the measures in your agreement with the new investor.
Instead they just need an offer price. | |
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| The Future, The on 20:27 - Dec 21 with 1364 views | Shaky |
| The Future, The on 19:20 - Dec 21 by Uxbridge |
I shall refer you to Jacko's quite comprehensive account of the events of said forum. |
You're full of shit. | |
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| The Future, The "Investment", The Trust & Raising Awareness-My work here is done on 20:31 - Dec 21 with 1343 views | ScoobyWho |
Would any of you genuinely speak to each other like this in the flesh ? |  |
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| The Future, The "Investment", The Trust & Raising Awareness-My work here is done on 20:35 - Dec 21 with 1329 views | jackonicko |
| The Future, The "Investment", The Trust & Raising Awareness-My work here is done on 20:25 - Dec 21 by Shaky |
To be clear I am very much hoping that the Trust is in the final stages of negotiating a definitive agreement. But then you are staying in.
For those selling there is no need for any elaborate agreements assuming obviously they a not required to vote through any of the measures in your agreement with the new investor.
Instead they just need an offer price. |
As ever, you appear to miss relevant facts as context to your answer.
The last press comment suggested 30% of the club was up for sale. The trust only owns 21.1%. Therefore, some or maybe all of the current shareholders will still be shareholders post the transaction. They will just have fewer shares. Therefore, they have an interest in what happens post transaction, beyond the offer price, as they will still have, y'know, shares in the club. | | | |
| The Future, The "Investment", The Trust & Raising Awareness-My work here is done on 20:38 - Dec 21 with 1317 views | jackonicko |
| The Future, The "Investment", The Trust & Raising Awareness-My work here is done on 20:31 - Dec 21 by ScoobyWho |
Would any of you genuinely speak to each other like this in the flesh ? |
No. I've never actually used the phrase 'you rotter' out loud. On reflection, I can't believe I even used it on here! | | | |
| The Future, The on 20:50 - Dec 21 with 1286 views | Uxbridge |
| The Future, The on 20:27 - Dec 21 by Shaky |
You're full of shit. |
You're all class Shaky. Do your own work. | |
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| The Future, The "Investment", The Trust & Raising Awareness-My work here is done on 20:51 - Dec 21 with 1275 views | Uxbridge |
| The Future, The "Investment", The Trust & Raising Awareness-My work here is done on 20:38 - Dec 21 by jackonicko |
No. I've never actually used the phrase 'you rotter' out loud. On reflection, I can't believe I even used it on here! |
Quite right. You're far less polite in the flesh. | |
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| The Future, The on 21:03 - Dec 21 with 1247 views | Shaky |
| The Future, The "Investment", The Trust & Raising Awareness-My work here is done on 20:35 - Dec 21 by jackonicko |
As ever, you appear to miss relevant facts as context to your answer.
The last press comment suggested 30% of the club was up for sale. The trust only owns 21.1%. Therefore, some or maybe all of the current shareholders will still be shareholders post the transaction. They will just have fewer shares. Therefore, they have an interest in what happens post transaction, beyond the offer price, as they will still have, y'know, shares in the club. |
Let me give you a little insight into the ways of the world. In the same way the Trust aren't exactly sure what they are going to do until a firm offer is on the table, there is no assurance whatsoever that the other shareholders do either.
Regardless of what they may or may not say now, the prospect of filling out a few forms then waiting a few weeks for the postman to deliver an enormous cheque can sway anybody in a heartbeat, no matter what their prior best intentions were. | |
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| The Future, The on 21:04 - Dec 21 with 1236 views | Shaky |
| The Future, The on 20:50 - Dec 21 by Uxbridge |
You're all class Shaky. Do your own work. |
You mean I should do your work substantiating the claims to grasp out of thin air.
How anybody can take you seriously is quite simply beyond me. | |
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| The Future, The on 21:09 - Dec 21 with 1208 views | Uxbridge |
| The Future, The on 21:04 - Dec 21 by Shaky |
You mean I should do your work substantiating the claims to grasp out of thin air.
How anybody can take you seriously is quite simply beyond me. |
I have the same trouble understanding why T2C thinks you have any credibility. I'd mention someone else but, well, you know, they don't.
You're losing your mojo Shaky. I'm worried. Are you OK? Is there something about Christmas that brings back some unhappy memories?
To be honest I just don't have the time or inclination. Christmas is for family not nerdboarding. | |
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| The Future, The on 21:12 - Dec 21 with 1194 views | jackonicko |
| The Future, The on 21:03 - Dec 21 by Shaky |
Let me give you a little insight into the ways of the world. In the same way the Trust aren't exactly sure what they are going to do until a firm offer is on the table, there is no assurance whatsoever that the other shareholders do either.
Regardless of what they may or may not say now, the prospect of filling out a few forms then waiting a few weeks for the postman to deliver an enormous cheque can sway anybody in a heartbeat, no matter what their prior best intentions were. |
If they sell pro-rata, the shares they have left after selling that chunk will be worth more (on paper) than the value of the cheque in the post.
You can therefore be damn sure they will be looking at more than just the value of the first cheque ... Presuming they are being advised by someone seemingly more competent than you, anyway. | | | |
| The Future, The on 21:27 - Dec 21 with 1140 views | Flashberryjack |
| The Future, The on 20:27 - Dec 21 by Shaky |
You're full of shit. |
There's a certain amount of sh*t in everyone. |  |
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