| Interesting Trust Email 20:09 - Jun 29 with 120290 views | Neath_Jack |
Regarding the options open to us.
It's going to cause some massive debate on here i reckon  |  |
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| (No subject) (n/t) on 08:42 - Jul 2 with 1433 views | Uxbridge |
| (No subject) (n/t) on 00:20 - Jul 2 by londonlisa2001 |
Bugger - just typed out a long reply and lost signal.
Try again.
Ideally, I'd like us to be able to influence the decision making at the club and at the same time to be able to fulfil what I think was the most crucial aim of the Trust, which was to ensure that the existence of the club could never again be put at risk. As it stands, I don't think any of the three options does both of those things.
The 'stay as we are' option gives us influence, but we can be outvoted on everything if the majority sees fit, so we have no ability to prevent actions being taken that threaten the existence of the club long term (e.g. Debt being piled on, dividends being paid, profits not being reinvested, etc), no ability to prevent a sale of the club to an utter shark, and no ability to monetise our holding such that we could ever step in and buy the club if it ended up in trouble. It does allow us to take legal action if we wish, but it seems to me that having received an offer, if we neither accept nor launch legal action, that starts to get difficult relatively quickly. So that option, for me is out.
So that leaves the other two options, take the deal or launch legal action.
Both have pros and cons. The deal has the 'pros' of retaining influence, being part of decision making, and keeping at least some stake in the club held by the community. It also delivers a significant amount of cash to the Trust. But I can't see how it fulfils the primary aim of preventing the very existence of the football club being threatened, as it neither delivers the ability for the Trust to prevent any actions being taken that could cause damage, nor do I believe that it guarantees a sum of money which would allow the Trust to step into the breach if necessary. I just do not think that £5m (or £6m if added to what we have already) will ever allow us to buy the club, or even a major stake in the club. Not, at least, unless we are wallowing in the depths again which hopefully, at least, will not happen,
I am also not convinced that relying on a future windfall if the club is sold at a profit and if the tag rights can hold is anything other than a gamble, and giving up the ability to take action, is a large cost for us to be staking.
Finally, with the deal, I think we could well end up being dragged into a future sale that we would like no part of, either financially or morally.
That just leaves the legal option. For me, I don't much like the idea, partly because of disruption, partly because it is, despite what some think, always a risk, partly because it will be expensive, lengthy and will take a toll on all involved. It also leaves us with no formal influence on the club, although the supporters en masse can never be ignored.
And finally, if the club continues to be successful, the money sits there, gathering dust, and we get less and less able to buy a stake, as the values in football go up and up.
But what it does give us, if the case is taken on, and won, is c, twenty three million quid or so, and that is a different proposition when it comes to securing the existence of the club if we ever go back down.
In an ideal world, the Americans would come back with a different deal, one that gives us the long term protection we are after. But if that doesn't happen, then on balance, I will vote for the option I think best satisfies the overarching aim of the Trust, and that is the legal option, [Post edited 2 Jul 2017 1:00]
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Thanks Lisa.
There's a lot I agree with but some I don't. In particular the figures. You talk about 6m vs 23m, however I don't think that's the whole picture... If we're just looking at selling it's 6m + 16% guaranteed to be sold at whatever price the Americans exit at vs 23m. You're right, it's a gamble that the club doesn't go into free fall and is suddenly worth £1 again, but I just don't think those are the only two scenarios. There's a whole lot in the middle too.
Accepting the offer is absolutely a bet on the Americans being successful, or at least not a complete disaster. However isn't that consistent with the Trust’s aims? We want as successful a football club as possible. Run properly of course. I'd much rather we retained that input to help make that happen. In a way, I see legal action as self fulfilling in that regard... It increases the possibility of that meltdown.
I'm really not dismissing the merits of legal action as a course of action BTW. Between you, me and those who read this, I'd be coming to the same conclusion without one of the elements of the deal in particular. Guess I've come to a different conclusion based on how I think the future could go. |  |
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| (No subject) (n/t) on 08:43 - Jul 2 with 1425 views | Meraki |
| (No subject) (n/t) on 08:15 - Jul 2 by Uxbridge |
Always love the Understands what's going on = agrees with me argument. I am sure Lisa would agree that there is a fair amount of guesswork and unpredictability in her synopsis too. I disagree with parts of it, and its conclusions obviously, but at least it's based on plausible events.
I hope Lisa stands though. As does anyone feeling passionately about this issue. Now isn't the time to hide behind your keyboard and hope someone does the work for you. If this goes down the legal route, the Trust board needs as many people who thinks it's a good idea involved. |
Isn't the vote meant to before the end of July?
How can anyone standing now possibly make a difference to the outcome? |  | | |
| Interesting Trust Email on 08:45 - Jul 2 with 1426 views | Uxbridge |
| Interesting Trust Email on 08:37 - Jul 2 by Whiterockin |
When it comes to the vote what are the options going to be? Will they be the same as the show of hands at the meeting.
1. Accept the offer.
2. Stay as we are.
3. Legal action.
If the QC feels that legal action should only be taken after negotiation is exhausted, why not include another option.
4. Ask the Americans to buy all the trust's shares. If this fails take the legal action option.
Option 4 is what I would vote for. If this has been asked and refused please can you tell me, as it would mean all options have been discussed and exhausted leaving legal action as the only option for me. |
They don't want to buy the Trust out. I can say that with total certainty.
This isn't the first offer on the table. | |
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| (No subject) (n/t) on 08:48 - Jul 2 with 1418 views | Uxbridge |
| (No subject) (n/t) on 08:43 - Jul 2 by Meraki |
Isn't the vote meant to before the end of July?
How can anyone standing now possibly make a difference to the outcome? |
It's not about the vote, it's what happens after the vote. Legal action will take months, possibly years. It would be a major undertaking and if someone feels passionately about taking that on then I'd urge them to stand. | |
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| Interesting Trust Email on 08:48 - Jul 2 with 1412 views | monmouth |
I doubt it will ever go to court either way. The yanks will have taken very expensive advice from the best legal specialists they can find before deciding that they have to give any ground. They don't want to give the Trust a penny. They have been advised to deal, and they are trying to get away with the minimum. Drag rights? No dilution protection? Righty-oh then, let's go to court boys.
They will settle and blink first. If they don't, f*ck them anyway, let's roll the dice for the full 21m. My bet would be they will NEVER take the risk of that, but if they do, so be it.
Or in the words of the bard, Oh mush, f*ck off, who do you think you are.
That deal on the table is, in my humble opinion, dogshit. [Post edited 2 Jul 2017 8:49]
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| Interesting Trust Email on 08:49 - Jul 2 with 1406 views | MattG |
| Interesting Trust Email on 23:54 - Jul 1 by Pokerface |
The Trust represents ALL fans so surely they offered a counter argument / opinion to the one put forward.
Its becoming untenable. |
Not sure whether you have read Phil's statement but he did reference the QC opinion that we had a strong case so those in the room were definitely aware of that. |  | | |
| Interesting Trust Email on 08:50 - Jul 2 with 1399 views | MattG |
| Interesting Trust Email on 23:50 - Jul 1 by UplandsJack |
Exactly what I was thinking. How often do you hear people say publicly they will vote for one party only to go and vote for another when alone in the voting booth. |
This is true. Not sure what purpose it would have served on Thursday unless, for some reason, people were worried about upsetting Phil or something. | | | |
| Interesting Trust Email on 08:51 - Jul 2 with 1396 views | monmouth |
| Interesting Trust Email on 08:49 - Jul 2 by MattG |
Not sure whether you have read Phil's statement but he did reference the QC opinion that we had a strong case so those in the room were definitely aware of that. |
This is why people were arguing for information in advance Matt. Had I been there, I would have raised my hand for deal. Now I've had a chance to really think about it though, I am more inclined the other way. | |
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| Interesting Trust Email on 08:55 - Jul 2 with 1386 views | Uxbridge |
| Interesting Trust Email on 08:51 - Jul 2 by monmouth |
This is why people were arguing for information in advance Matt. Had I been there, I would have raised my hand for deal. Now I've had a chance to really think about it though, I am more inclined the other way. |
Thursday was just the kick off. There'll be another forum.
Getting information out beforehand wasn't an option anyway. The offer we got to only came to fruition just beforehand. | |
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| Interesting Trust Email on 08:55 - Jul 2 with 1384 views | Whiterockin |
| Interesting Trust Email on 08:45 - Jul 2 by Uxbridge |
They don't want to buy the Trust out. I can say that with total certainty.
This isn't the first offer on the table. |
It may not be what the Americans want, but I believe it is what the majority of members want in the current circumstances, looking at the options on the table.
Has it been asked. You have skirted around the question. |  | | |
| Interesting Trust Email on 08:56 - Jul 2 with 1378 views | UplandsJack |
| Interesting Trust Email on 08:48 - Jul 2 by monmouth |
I doubt it will ever go to court either way. The yanks will have taken very expensive advice from the best legal specialists they can find before deciding that they have to give any ground. They don't want to give the Trust a penny. They have been advised to deal, and they are trying to get away with the minimum. Drag rights? No dilution protection? Righty-oh then, let's go to court boys.
They will settle and blink first. If they don't, f*ck them anyway, let's roll the dice for the full 21m. My bet would be they will NEVER take the risk of that, but if they do, so be it.
Or in the words of the bard, Oh mush, f*ck off, who do you think you are.
That deal on the table is, in my humble opinion, dogshit. [Post edited 2 Jul 2017 8:49]
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This 100% |  | | |
| Interesting Trust Email on 08:58 - Jul 2 with 1360 views | exiledclaseboy |
| Interesting Trust Email on 08:55 - Jul 2 by Uxbridge |
Thursday was just the kick off. There'll be another forum.
Getting information out beforehand wasn't an option anyway. The offer we got to only came to fruition just beforehand. |
That's interesting. What was the Trust Board's recommendation going to be before the offer was received and when was the offer received?? |  |
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| Interesting Trust Email on 08:59 - Jul 2 with 1359 views | Uxbridge |
| Interesting Trust Email on 08:48 - Jul 2 by monmouth |
I doubt it will ever go to court either way. The yanks will have taken very expensive advice from the best legal specialists they can find before deciding that they have to give any ground. They don't want to give the Trust a penny. They have been advised to deal, and they are trying to get away with the minimum. Drag rights? No dilution protection? Righty-oh then, let's go to court boys.
They will settle and blink first. If they don't, f*ck them anyway, let's roll the dice for the full 21m. My bet would be they will NEVER take the risk of that, but if they do, so be it.
Or in the words of the bard, Oh mush, f*ck off, who do you think you are.
That deal on the table is, in my humble opinion, dogshit. [Post edited 2 Jul 2017 8:49]
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You raise an interesting point. If this deal is rejected, what then. Would any sort of deal ever be enough? Is the lure of legal action just too attractive? I don't know, I'm asking. There were times last season I felt that Rome burning might be the way to go. Not so much now if I'm honest. | |
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| (No subject) (n/t) on 08:59 - Jul 2 with 1354 views | E20Jack |
| (No subject) (n/t) on 00:20 - Jul 2 by londonlisa2001 |
Bugger - just typed out a long reply and lost signal.
Try again.
Ideally, I'd like us to be able to influence the decision making at the club and at the same time to be able to fulfil what I think was the most crucial aim of the Trust, which was to ensure that the existence of the club could never again be put at risk. As it stands, I don't think any of the three options does both of those things.
The 'stay as we are' option gives us influence, but we can be outvoted on everything if the majority sees fit, so we have no ability to prevent actions being taken that threaten the existence of the club long term (e.g. Debt being piled on, dividends being paid, profits not being reinvested, etc), no ability to prevent a sale of the club to an utter shark, and no ability to monetise our holding such that we could ever step in and buy the club if it ended up in trouble. It does allow us to take legal action if we wish, but it seems to me that having received an offer, if we neither accept nor launch legal action, that starts to get difficult relatively quickly. So that option, for me is out.
So that leaves the other two options, take the deal or launch legal action.
Both have pros and cons. The deal has the 'pros' of retaining influence, being part of decision making, and keeping at least some stake in the club held by the community. It also delivers a significant amount of cash to the Trust. But I can't see how it fulfils the primary aim of preventing the very existence of the football club being threatened, as it neither delivers the ability for the Trust to prevent any actions being taken that could cause damage, nor do I believe that it guarantees a sum of money which would allow the Trust to step into the breach if necessary. I just do not think that £5m (or £6m if added to what we have already) will ever allow us to buy the club, or even a major stake in the club. Not, at least, unless we are wallowing in the depths again which hopefully, at least, will not happen,
I am also not convinced that relying on a future windfall if the club is sold at a profit and if the tag rights can hold is anything other than a gamble, and giving up the ability to take action, is a large cost for us to be staking.
Finally, with the deal, I think we could well end up being dragged into a future sale that we would like no part of, either financially or morally.
That just leaves the legal option. For me, I don't much like the idea, partly because of disruption, partly because it is, despite what some think, always a risk, partly because it will be expensive, lengthy and will take a toll on all involved. It also leaves us with no formal influence on the club, although the supporters en masse can never be ignored.
And finally, if the club continues to be successful, the money sits there, gathering dust, and we get less and less able to buy a stake, as the values in football go up and up.
But what it does give us, if the case is taken on, and won, is c, twenty three million quid or so, and that is a different proposition when it comes to securing the existence of the club if we ever go back down.
In an ideal world, the Americans would come back with a different deal, one that gives us the long term protection we are after. But if that doesn't happen, then on balance, I will vote for the option I think best satisfies the overarching aim of the Trust, and that is the legal option, [Post edited 2 Jul 2017 1:00]
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Perfectly summed up.
Had to be legal action. There clearly is little influence anyway. Look at the Sampdoria ticket prices. The Trust have said they made their views clear - yet nothing. So if they cannot influence a tiny issue like that then do they honestly believe they have any meaningful influence?
£5m and little to influence or a fair chance of £21m and no influence is what it boils down to for me, and that decision becomes very easy to make.
Preferably the Americans will come back with a better deal and buy a larger % outright, and increase the 0.5% per year offer to 1%, leaving the Trust with 5% a seat on the board and £16m in the bank.
If they refuse then it's legal action for the lot and no alternative achieves what we need. |  |
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| Interesting Trust Email on 09:03 - Jul 2 with 1344 views | monmouth |
| Interesting Trust Email on 08:55 - Jul 2 by Uxbridge |
Thursday was just the kick off. There'll be another forum.
Getting information out beforehand wasn't an option anyway. The offer we got to only came to fruition just beforehand. |
Yes, I realised and understood the reasons, I'm speculating why no one put their hand up for legal on the night and the consequent reliability of that flash vote. Not that it matters. We'll soon see. I expect the majority to vote deal. I would too, if I thought it was a genuinely fair deal, as I want proper fan involvement. I just don't think it is. | |
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| Interesting Trust Email on 09:06 - Jul 2 with 1334 views | Uxbridge |
| Interesting Trust Email on 08:58 - Jul 2 by exiledclaseboy |
That's interesting. What was the Trust Board's recommendation going to be before the offer was received and when was the offer received?? |
Final one? Tuesday I think. We didn't get to having an actual vote on that because the last offer came in before, and we always thought starting the public process would be what got that. FWIW I couldn't have voted for the status quo option though, the Trust is too exposed, and any previous offer didn't cut the mustard (I don't think I can actually say what they were, were marked as confidential), so I'd have had to vote for legal in that case. | |
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| Interesting Trust Email on 09:08 - Jul 2 with 1325 views | Shaky |
| Interesting Trust Email on 23:48 - Jul 1 by Uxbridge |
In that scenario, there would be zero value in the tag along clause. I'll ask Dai anyway but I can't believe that is something that's insurmountable.
In terms of the value piece, again this comes back to the buyer doesn't it. I'm not arguing they don't benefit by including it, however I would argue that they want the drag clause because it gives them the potential power to do so, which a future buyer may want. They're not going to implement it if the buyer says "hold on, this minority shareholder is going to cause me some serious grief if they're forced out against their will, I don't want that" are they?
I would have loved tag along rights without drag along though. |
With respect I don't believe you - and quite likely anybody else involved with the Trust - understand how these things work in practice.
For example, one favoured method of implementing drag-along rights is to esure that share transfer forms are executed at the time overall documentation is prepared, and are then lodged with escrow agents. for automatic release when a qualifying sale happens. Maybe they will go for a different structure but you can bet your ass it will be similarly watertight.
M&A deals in the US are agreed in a matter of weeks, and I trust you don't seriously expect Kaplan will involve the Trust in extensive consultations as and when he decides to sell.
Then it'll be wham bam thank you mam, and your shareholding is gone, because the majority of acquirors will want 100% so they can fully control cash-flows; trust me on that. And of course Kaplan will be fully within his rights to market 100% because you signed away the rights, and that will be the focus of the acquirors due diligence.
As for whether the Trust feel aggrieved subsequently, do you think Kaplan will be bothered half way round the world? As for the prospective buyers, caveat emptor always applies. [Post edited 2 Jul 2017 9:21]
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| Interesting Trust Email on 09:09 - Jul 2 with 1316 views | Uxbridge |
| Interesting Trust Email on 09:03 - Jul 2 by monmouth |
Yes, I realised and understood the reasons, I'm speculating why no one put their hand up for legal on the night and the consequent reliability of that flash vote. Not that it matters. We'll soon see. I expect the majority to vote deal. I would too, if I thought it was a genuinely fair deal, as I want proper fan involvement. I just don't think it is. |
I don't think anyone thought the universal approval of the deal would be replicated in a ballot.
Guess it depends what you mean by fair, or even whether fair is relevant. For me it comes down to which option is best for the Trust. Not a lot of this episode has been fair. | |
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| Interesting Trust Email on 09:12 - Jul 2 with 1300 views | exiledclaseboy |
| Interesting Trust Email on 09:06 - Jul 2 by Uxbridge |
Final one? Tuesday I think. We didn't get to having an actual vote on that because the last offer came in before, and we always thought starting the public process would be what got that. FWIW I couldn't have voted for the status quo option though, the Trust is too exposed, and any previous offer didn't cut the mustard (I don't think I can actually say what they were, were marked as confidential), so I'd have had to vote for legal in that case. |
So the owners made an offer at the eleventh hour and the Trust (understandably) hasn't had proper time to consider and see if we can elicit a counter offer. That would indicate that the owners don't want to end up in court. Seems to me that there's scope for further negotiation resulting in a potentially more attractive offer from the owners. | |
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| Interesting Trust Email on 09:15 - Jul 2 with 1296 views | monmouth |
| Interesting Trust Email on 09:09 - Jul 2 by Uxbridge |
I don't think anyone thought the universal approval of the deal would be replicated in a ballot.
Guess it depends what you mean by fair, or even whether fair is relevant. For me it comes down to which option is best for the Trust. Not a lot of this episode has been fair. |
I mean fair compared to the power of the legal option risk to the Americans Ux. I'm not expecting these fackers to have an intrinsically equitable bone in their money obsessed bodies. | |
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| Interesting Trust Email on 09:16 - Jul 2 with 1288 views | Uxbridge |
| Interesting Trust Email on 09:08 - Jul 2 by Shaky |
With respect I don't believe you - and quite likely anybody else involved with the Trust - understand how these things work in practice.
For example, one favoured method of implementing drag-along rights is to esure that share transfer forms are executed at the time overall documentation is prepared, and are then lodged with escrow agents. for automatic release when a qualifying sale happens. Maybe they will go for a different structure but you can bet your ass it will be similarly watertight.
M&A deals in the US are agreed in a matter of weeks, and I trust you don't seriously expect Kaplan will involve the Trust in extensive consultations as and when he decides to sell.
Then it'll be wham bam thank you mam, and your shareholding is gone, because the majority of acquirors will want 100% so they can fully control cash-flows; trust me on that. And of course Kaplan will be fully within his rights to market 100% because you signed away the rights, and that will be the focus of the acquirors due diligence.
As for whether the Trust feel aggrieved subsequently, do you think Kaplan will be bothered half way round the world? As for the prospective buyers, caveat emptor always applies. [Post edited 2 Jul 2017 9:21]
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That's fair enough. Can hardly argue that a buyer will do proper due diligence on the situation they're getting into when it seems the Americans either didn't, nor did and didn't care enough. Think they've learned their lesson to some degree though.
I would argue that football clubs are not like other businesses though. The shareholders aren't the only stakeholders. It's certainly more of a consideration for this sort of deal than your normal business. | |
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| Interesting Trust Email on 09:16 - Jul 2 with 1288 views | monmouth |
| Interesting Trust Email on 09:12 - Jul 2 by exiledclaseboy |
So the owners made an offer at the eleventh hour and the Trust (understandably) hasn't had proper time to consider and see if we can elicit a counter offer. That would indicate that the owners don't want to end up in court. Seems to me that there's scope for further negotiation resulting in a potentially more attractive offer from the owners. |
Too. Bloody. Right. What will they offer if we vote for court. Roll the dice. | |
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| Interesting Trust Email on 09:19 - Jul 2 with 1277 views | Shaky |
| Interesting Trust Email on 23:36 - Jul 1 by Nookiejack |
I suppose one scenario is:/
Yank's don't fight the unfair prejudice case too hard.
They rely on the warranty that sellers have given.
Sellers argue that warranty is not valid.
Yanks argue that if the Original Shareholders Agreement was not in place - why did Huw Jenkins solicitor approach the Trust.
Yanks seem to be in a very strong position in being able to enforce the warranty. |
You misunderstand the issue of the warranty, Nookie.
Sellers warranted that there was no shareholders' agreement (in force)
However, the basis of the Unfair Prejudice case is completely independent of the shareholders agreement, which did not contain for example tag-along rights.
Therefore any penalties for the potential breach of that warranty would be trivial relative to the required payment for the Trust's shares.
That said it may be that Kaplan & Co will feel aggrieved that Jenkins has somehow hoodwinked them generally over the sale, and take steps to ostracise him accordingly. I very much doubt they weren't fully onboard with the way the deal was conducted, however, although they would obviously never admit to that publicly. | |
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| Interesting Trust Email on 09:20 - Jul 2 with 1275 views | Uxbridge |
| Interesting Trust Email on 09:12 - Jul 2 by exiledclaseboy |
So the owners made an offer at the eleventh hour and the Trust (understandably) hasn't had proper time to consider and see if we can elicit a counter offer. That would indicate that the owners don't want to end up in court. Seems to me that there's scope for further negotiation resulting in a potentially more attractive offer from the owners. |
Of course they don't want to go to court. People seem to think it's because they'd lose, but I'd think the upheaval is as likely a reason. It's an offer to keep the peace as much as anything I'd wager.
The Trust have done little but assess offers and discuss what it could and couldn't accept. I don't think not understanding the offer is a factor here. | |
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| Interesting Trust Email on 09:20 - Jul 2 with 1270 views | MattG |
| Interesting Trust Email on 09:08 - Jul 2 by Shaky |
With respect I don't believe you - and quite likely anybody else involved with the Trust - understand how these things work in practice.
For example, one favoured method of implementing drag-along rights is to esure that share transfer forms are executed at the time overall documentation is prepared, and are then lodged with escrow agents. for automatic release when a qualifying sale happens. Maybe they will go for a different structure but you can bet your ass it will be similarly watertight.
M&A deals in the US are agreed in a matter of weeks, and I trust you don't seriously expect Kaplan will involve the Trust in extensive consultations as and when he decides to sell.
Then it'll be wham bam thank you mam, and your shareholding is gone, because the majority of acquirors will want 100% so they can fully control cash-flows; trust me on that. And of course Kaplan will be fully within his rights to market 100% because you signed away the rights, and that will be the focus of the acquirors due diligence.
As for whether the Trust feel aggrieved subsequently, do you think Kaplan will be bothered half way round the world? As for the prospective buyers, caveat emptor always applies. [Post edited 2 Jul 2017 9:21]
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Regarding your penultimate paragraph, isn't this the same as if we force the Americans to buy our shares through legal action? In either scenario, the Americans could sell 100% of the Club to whoever they wanted with no consultation.
As things stand now, they can sell a controlling stake without any need to consult the Trust but at least crying foul while still a shareholder might carry some weight, at least in PR terms. | | | |
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