| Interesting Trust Email 20:09 - Jun 29 with 121314 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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| Interesting Trust Email on 00:05 - Jul 3 with 1913 views | UplandsJack |
That's a fair and proper point Monny. It again supports a theory that the trust DON'T truely represent the ORDINARY fans. As all that I have spoken to about it, be it at home or away want him OUT! |  | | |
| Interesting Trust Email on 00:07 - Jul 3 with 1903 views | Meraki |
Assume we take this deal?
Will Stu and the lads be rejecting all the perks like watching games from the box with Steve and Jas? |  | | |
| (No subject) (n/t) on 00:07 - Jul 3 with 1907 views | londonlisa2001 |
| (No subject) (n/t) on 23:43 - Jul 2 by Uxbridge |
I'm really not getting why you think this isn't enforceable. The Trusts legal advisor hasn't expressed any such concern. For the interests of knocking this on the head I'll speak with him in the morning just to confirm he has actually considered it (which I'd be amazed is not the case) , but saying that I don't know it's enforceable is a bit spurious |
I'm not saying you personally, I'm saying you collectively.
And the reason that I'm mentioning it, is that tag rights are rights that give a minority shareholder in a company, the right to sell their shares on the same terms as the majority shareholder.
They do not give a minority shareholder the right to sell their shares if the majority shareholder's shares are not themselves being sold. The structure that is in place here, potentially allows the Americans an exit route without ever selling shares in the club as they can, instead, sell shares in the American investment vehicle.
I am not saying it's unenforceable, but I am pointing out that no one even knows who owns the shares at the moment (as you have said yourself on this very thread).
That makes it particularly easy to circumvent if the Americans are so inclined. And they also have the advantage of the American investment vehicle being outside the easy reach of the law that will protect this agreement. | | | |
| Interesting Trust Email on 00:08 - Jul 3 with 1897 views | Uxbridge |
| Interesting Trust Email on 23:58 - Jul 2 by monmouth |
That's fair. I was going by the most recent statement I could remember 'not calling for his removal at this time'?.
I think it is pretty important to most trust members though. It would be quite nice to know unequivocally whether the Trust believes Huw Jenkins is fit and proper to be the chairman of this football club, or whether he should be removed. |
I'm not sure there'd be an answer on that before the ballot, be it the offer/legal or the election. There's enough on everyone's plate this month.
The Trust is in a difficult position. The Americans have made it clear he's their man and nothing will change that. A Trust motion will stir things up but, at a time we're attempting to negotiate a deal on the Trust’s future position, that would massively complicate things. Do you think now is the right time for that? Serious question. |  |
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| Interesting Trust Email on 00:08 - Jul 3 with 1883 views | Meraki |
Ux where in Swansea did you grow up? | | | |
| Interesting Trust Email on 00:12 - Jul 3 with 1876 views | UplandsJack |
| Interesting Trust Email on 00:08 - Jul 3 by Uxbridge |
I'm not sure there'd be an answer on that before the ballot, be it the offer/legal or the election. There's enough on everyone's plate this month.
The Trust is in a difficult position. The Americans have made it clear he's their man and nothing will change that. A Trust motion will stir things up but, at a time we're attempting to negotiate a deal on the Trust’s future position, that would massively complicate things. Do you think now is the right time for that? Serious question. |
YES | | | |
| Interesting Trust Email on 00:12 - Jul 3 with 1868 views | Humpty |
| Interesting Trust Email on 00:05 - Jul 3 by UplandsJack |
That's a fair and proper point Monny. It again supports a theory that the trust DON'T truely represent the ORDINARY fans. As all that I have spoken to about it, be it at home or away want him OUT! |
Well if the ordinary fans are members of the Trust they've been given an opportunity to have their say.
If they're not, they don't have a say in the Trust's business.
Nineteen pence a week gives you that say. [Post edited 3 Jul 2017 0:19]
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| (No subject) (n/t) on 00:13 - Jul 3 with 1867 views | Uxbridge |
| (No subject) (n/t) on 00:07 - Jul 3 by londonlisa2001 |
I'm not saying you personally, I'm saying you collectively.
And the reason that I'm mentioning it, is that tag rights are rights that give a minority shareholder in a company, the right to sell their shares on the same terms as the majority shareholder.
They do not give a minority shareholder the right to sell their shares if the majority shareholder's shares are not themselves being sold. The structure that is in place here, potentially allows the Americans an exit route without ever selling shares in the club as they can, instead, sell shares in the American investment vehicle.
I am not saying it's unenforceable, but I am pointing out that no one even knows who owns the shares at the moment (as you have said yourself on this very thread).
That makes it particularly easy to circumvent if the Americans are so inclined. And they also have the advantage of the American investment vehicle being outside the easy reach of the law that will protect this agreement. |
I really do understand that.
My point is that we know the structure, we've always known the structure and, when the idea of the tag along clause has been discussed with Dai, no concerns on its application were raised. Like I said, I'll get a confirmation tomorrow just in case this is something he hadn't considered, but given I'd expect this came up in the last deal, I suspect there's a way to make it stick. | |
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| Interesting Trust Email on 00:14 - Jul 3 with 1860 views | Uxbridge |
| Interesting Trust Email on 00:08 - Jul 3 by Meraki |
Ux where in Swansea did you grow up? |
Gorseinon, why?
Where in Swansea did you grow up? | |
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| Interesting Trust Email on 00:15 - Jul 3 with 1847 views | Pokerface |
| Interesting Trust Email on 00:08 - Jul 3 by Uxbridge |
I'm not sure there'd be an answer on that before the ballot, be it the offer/legal or the election. There's enough on everyone's plate this month.
The Trust is in a difficult position. The Americans have made it clear he's their man and nothing will change that. A Trust motion will stir things up but, at a time we're attempting to negotiate a deal on the Trust’s future position, that would massively complicate things. Do you think now is the right time for that? Serious question. |
As long as Jenkins stays I have a feeling new owners will never be accepted.
I could be wrong. | |
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| Interesting Trust Email on 00:17 - Jul 3 with 1830 views | Uxbridge |
| Interesting Trust Email on 00:15 - Jul 3 by Pokerface |
As long as Jenkins stays I have a feeling new owners will never be accepted.
I could be wrong. |
For some, I agree. | |
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| Interesting Trust Email on 00:21 - Jul 3 with 1809 views | monmouth |
| Interesting Trust Email on 00:08 - Jul 3 by Uxbridge |
I'm not sure there'd be an answer on that before the ballot, be it the offer/legal or the election. There's enough on everyone's plate this month.
The Trust is in a difficult position. The Americans have made it clear he's their man and nothing will change that. A Trust motion will stir things up but, at a time we're attempting to negotiate a deal on the Trust’s future position, that would massively complicate things. Do you think now is the right time for that? Serious question. |
No, I'm not calling for a motion, and I'm not saying a Trust statement should be made before the vote on legal action. I'm not linking it to legal action in any way. I'm just saying it would be nice to know and that it is important for many members. i'd certainly like to know the personal standpoint of the people I'm being asked to vote for in the Trust elections. |  |
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| Interesting Trust Email on 00:24 - Jul 3 with 1794 views | Uxbridge |
| Interesting Trust Email on 00:21 - Jul 3 by monmouth |
No, I'm not calling for a motion, and I'm not saying a Trust statement should be made before the vote on legal action. I'm not linking it to legal action in any way. I'm just saying it would be nice to know and that it is important for many members. i'd certainly like to know the personal standpoint of the people I'm being asked to vote for in the Trust elections. |
That's fair enough.
No Idea who's standing, but would hope they would cover in their statements how they feel the Trust should operate in the future, and how the club should, and who should be there. | |
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| Interesting Trust Email on 08:13 - Jul 3 with 1693 views | Neath_Jack |
Well i'm definitely in a swing seat.
I've changed my mind about 5 times so far during this thread.
Lisa, why don't you attend the next consultation meeting and put over your side/concerns of the deal across, so as the members get a fair explanation of the options because the way i see it, in my humble of course, is that the trust are trying to direct the members down the non-legal route.
Is that something the Trust would allow? | |
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| Interesting Trust Email on 08:31 - Jul 3 with 1670 views | felixstowe_jack |
Who would the Trust be taking action against in court?
Is it
a) Individual shareholders?
b) Swansea City FC or whatever the holding company is called.
If it is individual shareholders I would think they are free to sell their shares to whoever they like.
If it is Swansea City then it is a lose lose situation.
The Trust wins get money from Swansea City less money to run the club.
Swansea City win they get money from the trust.
The only people who seem to win are the Lawyers who will a few million in fees. | |
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| Interesting Trust Email on 08:55 - Jul 3 with 1635 views | max936 |
| Interesting Trust Email on 23:58 - Jul 2 by monmouth |
That's fair. I was going by the most recent statement I could remember 'not calling for his removal at this time'?.
I think it is pretty important to most trust members though. It would be quite nice to know unequivocally whether the Trust believes Huw Jenkins is fit and proper to be the chairman of this football club, or whether he should be removed. |
It should be important after what he's done in fact it should have been high up on the priority list. |  |
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| Interesting Trust Email on 09:10 - Jul 3 with 1613 views | max936 |
| Interesting Trust Email on 08:13 - Jul 3 by Neath_Jack |
Well i'm definitely in a swing seat.
I've changed my mind about 5 times so far during this thread.
Lisa, why don't you attend the next consultation meeting and put over your side/concerns of the deal across, so as the members get a fair explanation of the options because the way i see it, in my humble of course, is that the trust are trying to direct the members down the non-legal route.
Is that something the Trust would allow? |
I'd vote for her to be involved, there is a vote to elect members and as someone with lots to offer she should be asked not elected anyway, I know she lives in London but Skype, Face Time, Conference calls etc can overcome her not being to attend most meetings.
Providing she'll want to be involved of course. | |
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| Interesting Trust Email on 09:19 - Jul 3 with 1599 views | AngelRangelQS |
I'm a bit out of the loop with things but is this a correct understanding of the position?
Last Summer
- Old Shareholders and New Shareholders knowingly did a deal that excluded the Trust
- Old Shareholders and New Shareholders tore up the Trust's voting rights
The Future
- New Shareholders could issue new shares. If this happened, the Trust would have to buy more to maintain the same % shareholding.
- The most the New Shareholders have committed to buying is 7.5%. The value of the 0.5 instalments could drastically decrease if we are relegated. Presumably whilst they will increase if we stay up, this wont be as dramatic.
-New Shareholders could decide against involving the Trust in discussions as soon as the deal is done.
My view is that we can't trust the sell outs, we can't trust the yanks... we need to start legal proceedings with the aim of getting rid of all the shares in the club and to have a massive rainy day/fighting fund. We may not have a seat on the board but we will be one hell of a noisy neighbour. |  | | |
| Interesting Trust Email on 09:38 - Jul 3 with 1566 views | max936 |
| Interesting Trust Email on 09:19 - Jul 3 by AngelRangelQS |
I'm a bit out of the loop with things but is this a correct understanding of the position?
Last Summer
- Old Shareholders and New Shareholders knowingly did a deal that excluded the Trust
- Old Shareholders and New Shareholders tore up the Trust's voting rights
The Future
- New Shareholders could issue new shares. If this happened, the Trust would have to buy more to maintain the same % shareholding.
- The most the New Shareholders have committed to buying is 7.5%. The value of the 0.5 instalments could drastically decrease if we are relegated. Presumably whilst they will increase if we stay up, this wont be as dramatic.
-New Shareholders could decide against involving the Trust in discussions as soon as the deal is done.
My view is that we can't trust the sell outs, we can't trust the yanks... we need to start legal proceedings with the aim of getting rid of all the shares in the club and to have a massive rainy day/fighting fund. We may not have a seat on the board but we will be one hell of a noisy neighbour. |
In a nutshell 
Except you missed out Jenkins and his fellow cronies being given a one way ticket out of the Liberty. | |
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| Interesting Trust Email on 09:43 - Jul 3 with 1552 views | Todger |
Reading some of the views with interest. There are upsides and down sides with all decisions taken but the key question I would pose to the Trust is this. Your Counsel says you have a good chance of winning and by winning it appears he means correct the prejudice by paying the price the other shareholders got. Has anybody asked him whether your chance of winning goes down if you fail to take what is essentially a compromise offer. Not all shareholders took full cash and I would want to know if turning the offer down risks not only losing but losing with costs awarded against the Trust for bringing an action when a compromise was suggested. I would really want to know Counsel's thoughts on this.
It also strikes me that by Jenkins buying some trust shares the Americans are telling him to put some of the money he took back and put it at risk alongside themselves.
Lisa also makes a good point. the tag must kick in on change of control of any company through which the Swans are owned by the americans. | | | |
| Interesting Trust Email on 10:05 - Jul 3 with 1509 views | max936 |
| Interesting Trust Email on 09:43 - Jul 3 by Todger |
Reading some of the views with interest. There are upsides and down sides with all decisions taken but the key question I would pose to the Trust is this. Your Counsel says you have a good chance of winning and by winning it appears he means correct the prejudice by paying the price the other shareholders got. Has anybody asked him whether your chance of winning goes down if you fail to take what is essentially a compromise offer. Not all shareholders took full cash and I would want to know if turning the offer down risks not only losing but losing with costs awarded against the Trust for bringing an action when a compromise was suggested. I would really want to know Counsel's thoughts on this.
It also strikes me that by Jenkins buying some trust shares the Americans are telling him to put some of the money he took back and put it at risk alongside themselves.
Lisa also makes a good point. the tag must kick in on change of control of any company through which the Swans are owned by the americans. |
Not sure its much of a compromise but more like a keep the peace offer to keep the peasants in their place so to speak.
There should and could be more on the table to make it more appealing if we push them, tell them thanks but no thanks, re-think offer and get back to us, the season as been over since the 22nd of May, yet its now the offer is coming through just has pre season is starting, coincidence? | |
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| Interesting Trust Email on 10:10 - Jul 3 with 1500 views | Shaky |
| Interesting Trust Email on 22:28 - Jul 2 by londonlisa2001 |
Lure of legal action isn't too much for me Ux.
If the deal was more towards the middle, i.e, the £10.5m paid now, security around tag rights guaranteed, careful wording on drag rights, I'd probably go for that I think as the Trust would then have £11m in the bank, plus 10.5% to be sold. I'm never a fan of legal action for the sake of it. Bet others aren't either... |
Really, you would approve of drag-along rights?
To me any inclusion of drag-along is a de facto admission that the Trust's stake is not strategic; an acceptance that their interests are aligned whit those of Kaplan, whose only objective is undoubtedly to make money.
It is a deal breaker for me, and for several of my clients in the past who have sought to raise capital from private equity investors via subsidiaries. |  |
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| Interesting Trust Email on 10:18 - Jul 3 with 1491 views | Shaky |
| Interesting Trust Email on 22:38 - Jul 2 by harryhpalmer |
Ux there was other points that NeathJack mentioned about the drag clause that could do with clarification, which come as a result of an article I posted detailing drag rights.
1. Is there a minimum price set on the drag rights?
That would go some to protecting us.
2. Is there anything to stop the Americans setting up another Delaware secret vehicle and selling the club on for a pittance, thus screwing us? Dai or the QC needs to answer this. |
1. Normally there is no floor in the pricing of drag-along provision. Not only would would that defeat the purpose, but it also ignores the implicit recognition that all shareholders interests are aligned, on a purely financial/return basis. However, there are protections to ensure the buyer is a bona fide third party.
2. See 1. Protections to ensure an acquiror is genuine.
FWIW, I see the discussion about whether there is bad faith on the part of Kaplen as something of a distraction; the drag-along is bad enough for the Trust without the assumption of skulduggery.
Also Delaware companies are parties to deals like this all the time. It is inconceivable that lawyers have not devised numerous ways of ensuring these clauses are watertight. [Post edited 3 Jul 2017 10:35]
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| Interesting Trust Email on 10:31 - Jul 3 with 1466 views | Shaky |
| Interesting Trust Email on 08:31 - Jul 3 by felixstowe_jack |
Who would the Trust be taking action against in court?
Is it
a) Individual shareholders?
b) Swansea City FC or whatever the holding company is called.
If it is individual shareholders I would think they are free to sell their shares to whoever they like.
If it is Swansea City then it is a lose lose situation.
The Trust wins get money from Swansea City less money to run the club.
Swansea City win they get money from the trust.
The only people who seem to win are the Lawyers who will a few million in fees. |
Yes, the holding company Swansea City (2002 Limited) would be the counter-party in any legal action for Unfair Prejudice brought by the Trust.
As such it is a fact that any sums paid to the Trust theoretically subtract from those available to the club.
However:
* Kaplan is absolutely loaded.
* Why take the £5 million? That detracts too?
Because it is what the Trust is legally and morally entitled to! | |
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| Interesting Trust Email on 10:34 - Jul 3 with 1457 views | Shaky |
| Interesting Trust Email on 09:43 - Jul 3 by Todger |
Reading some of the views with interest. There are upsides and down sides with all decisions taken but the key question I would pose to the Trust is this. Your Counsel says you have a good chance of winning and by winning it appears he means correct the prejudice by paying the price the other shareholders got. Has anybody asked him whether your chance of winning goes down if you fail to take what is essentially a compromise offer. Not all shareholders took full cash and I would want to know if turning the offer down risks not only losing but losing with costs awarded against the Trust for bringing an action when a compromise was suggested. I would really want to know Counsel's thoughts on this.
It also strikes me that by Jenkins buying some trust shares the Americans are telling him to put some of the money he took back and put it at risk alongside themselves.
Lisa also makes a good point. the tag must kick in on change of control of any company through which the Swans are owned by the americans. |
Accepting the offer is conditional on a no litigation clause. | |
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