| Interesting Trust Email 20:09 - Jun 29 with 121297 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 10:40 - Jul 3 with 2168 views | Shaky |
| 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. |
Almost right.
Kaplan commits to buying 5% of the club from the Trust on day 1.
There is then an agreement to purchase 0.5% anually for the next 5 years at the same price, subject to the club remaining in the premier league. |  |
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| Interesting Trust Email on 10:58 - Jul 3 with 2145 views | Highjack |
The main reason I would go against the legal action route is that it would inevitably ruin any chance for off the field stability for months if not years. History tells us that off the field instability usually results in a tumble down the leagues. We all saw the damage that has been nearly done over the last few years when various parties take their eyes off the footballing side of things, we ended up with poor transfer windows, lurching from one useless manager to the next, now we're finally correcting things on the pitch with a good manager who has got the squad playing for him we can push on but infighting behind the scenes and a club in turmoil isn't going to help anyone.
Whatever way is chosen we aren't going to get rid of the yanks or the sellout cnts so for the good of the club we probably need grit our teeth and work with them. |  |
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| Interesting Trust Email on 11:05 - Jul 3 with 2124 views | E20Jack |
| Interesting Trust Email on 10:58 - Jul 3 by Highjack |
The main reason I would go against the legal action route is that it would inevitably ruin any chance for off the field stability for months if not years. History tells us that off the field instability usually results in a tumble down the leagues. We all saw the damage that has been nearly done over the last few years when various parties take their eyes off the footballing side of things, we ended up with poor transfer windows, lurching from one useless manager to the next, now we're finally correcting things on the pitch with a good manager who has got the squad playing for him we can push on but infighting behind the scenes and a club in turmoil isn't going to help anyone.
Whatever way is chosen we aren't going to get rid of the yanks or the sellout cnts so for the good of the club we probably need grit our teeth and work with them. |
But if a short term thought process there though HJ. A year of instability will feel like nothing when the Trust have enough to buy the club outright one day. If they lose the case then the instability is only what will naturally come as a result of The Trust remaining on the outside of things anyway. [Post edited 3 Jul 2017 11:21]
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| Interesting Trust Email on 11:14 - Jul 3 with 2104 views | SoberBaker |
| Interesting Trust Email on 10:58 - Jul 3 by Highjack |
The main reason I would go against the legal action route is that it would inevitably ruin any chance for off the field stability for months if not years. History tells us that off the field instability usually results in a tumble down the leagues. We all saw the damage that has been nearly done over the last few years when various parties take their eyes off the footballing side of things, we ended up with poor transfer windows, lurching from one useless manager to the next, now we're finally correcting things on the pitch with a good manager who has got the squad playing for him we can push on but infighting behind the scenes and a club in turmoil isn't going to help anyone.
Whatever way is chosen we aren't going to get rid of the yanks or the sellout cnts so for the good of the club we probably need grit our teeth and work with them. |
That's Bassey behavior, that is  |  |
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| Interesting Trust Email on 11:30 - Jul 3 with 2068 views | Uxbridge |
| Interesting Trust Email on 10:18 - Jul 3 by Shaky |
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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Quite. Also I've pretty much agreed with everything you've written this morning. It is inconceivable. I'm also pretty sure this would have been an issue for the likes of Morgan and Jenkins from last year too, who have retained minority holdings.
Above all else, the drag along clause has been the aspect I've personally struggled with. Speaking as someone who's always seen significant value in the Trust retaining a stake in the club, and as has been said it's a fundamental aim of the Trust, to potentially sign that future involvement away has been something that has caused great concern. What ultimately it's come down to for me is that the other options on the table are even less palatable - legal action quite possibly means the Trust exit the club anyway (but with much greater upheaval to the club), and retaining the existing stake and scenario means the Trust has even less control over events in the future.
I've got no idea how this vote will go (this site is focused so much on the sale vs. legal argument but interestingly most of the angst a lot of the comms the Trust have received from its members worry about why we'd even advocate any reduction in the shareholding), but I suspect the offer on the table would be a lot more likely to be successfully approved if the drag along clause was removed. I'd certainly be much happier. [Post edited 3 Jul 2017 11:31]
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| Interesting Trust Email on 11:33 - Jul 3 with 2054 views | Nookiejack |
| Interesting Trust Email on 10:58 - Jul 3 by Highjack |
The main reason I would go against the legal action route is that it would inevitably ruin any chance for off the field stability for months if not years. History tells us that off the field instability usually results in a tumble down the leagues. We all saw the damage that has been nearly done over the last few years when various parties take their eyes off the footballing side of things, we ended up with poor transfer windows, lurching from one useless manager to the next, now we're finally correcting things on the pitch with a good manager who has got the squad playing for him we can push on but infighting behind the scenes and a club in turmoil isn't going to help anyone.
Whatever way is chosen we aren't going to get rid of the yanks or the sellout cnts so for the good of the club we probably need grit our teeth and work with them. |
If the members vote for legal action the Yanks are most likely to come back with a better offer just before court proceedings kick off. |  | | |
| Interesting Trust Email on 11:35 - Jul 3 with 2043 views | Uxbridge |
| Interesting Trust Email on 11:33 - Jul 3 by Nookiejack |
If the members vote for legal action the Yanks are most likely to come back with a better offer just before court proceedings kick off. |
Or they may not. | |
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| Interesting Trust Email on 11:49 - Jul 3 with 1995 views | Nookiejack |
| Interesting Trust Email on 11:35 - Jul 3 by Uxbridge |
Or they may not. |
The deal the Yanks have offered is a low ball offer - they can read the threads that the Trust Board want the members to decide. The Trust Board doesn't want to give up a say (although has given it up by conceding the 'drag rights') so again they get away with a low ball offer and less than the other selling shareholders received.
If the membership decide to take legal action - this considerably strengthens the Trust's position - the membership is fully committed then to legal action.
As Shaky has previously said it then shows the Trust is prepared to walk away so strengthens the negotiating position.
The Yanks will also be concerned about destabilisation of the club - they have considerably more value at stake than the Trust. Destabilisation can give the players an excuse not to perform they will be concerned about this.
Why do you think 'Todger' has suddenly reappeared.
So why wouldn't they try to sweeten the deal just before court proceedings kick off? | | | |
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| Interesting Trust Email on 12:10 - Jul 3 with 1935 views | Todger |
| Interesting Trust Email on 10:34 - Jul 3 by Shaky |
Accepting the offer is conditional on a no litigation clause. |
Clearly. However my question is whether the offer for a part sale given the Trust's objective of continuing to hold a strategic stake would be sufficient for a judge to rule an offer was on the table that balanced the original prejudice and as a consequence awarded costs against the Trust?
I do take your point that any minority is never in a perfect position and therefore why not get out the maximum cash you can rather than worry about your influence because maybe it can never be that great. | | | |
| Interesting Trust Email on 12:14 - Jul 3 with 1923 views | Nookiejack |
| Interesting Trust Email on 12:10 - Jul 3 by Todger |
Clearly. However my question is whether the offer for a part sale given the Trust's objective of continuing to hold a strategic stake would be sufficient for a judge to rule an offer was on the table that balanced the original prejudice and as a consequence awarded costs against the Trust?
I do take your point that any minority is never in a perfect position and therefore why not get out the maximum cash you can rather than worry about your influence because maybe it can never be that great. |
The Trust have conceded the 'Drag' rights so they have given up objective of long term strategic
stake. | | | |
| Interesting Trust Email on 12:19 - Jul 3 with 1909 views | Uxbridge |
| Interesting Trust Email on 11:49 - Jul 3 by Nookiejack |
The deal the Yanks have offered is a low ball offer - they can read the threads that the Trust Board want the members to decide. The Trust Board doesn't want to give up a say (although has given it up by conceding the 'drag rights') so again they get away with a low ball offer and less than the other selling shareholders received.
If the membership decide to take legal action - this considerably strengthens the Trust's position - the membership is fully committed then to legal action.
As Shaky has previously said it then shows the Trust is prepared to walk away so strengthens the negotiating position.
The Yanks will also be concerned about destabilisation of the club - they have considerably more value at stake than the Trust. Destabilisation can give the players an excuse not to perform they will be concerned about this.
Why do you think 'Todger' has suddenly reappeared.
So why wouldn't they try to sweeten the deal just before court proceedings kick off? |
If you think this is the low ball offer you should have seen the earlier ones then. Never a fan of repeating myself, but this idea you have that the Trust board just went with the first offer that it got really is a bit silly.
With regards to legal action, you seem to be putting all your eggs in the basket that some sort of mediation could get to a better deal than where we are now. Now, you may well be right. Maybe the angst online will mean a better offer is on the table. Let's hope so. Maybe it won't and they've moved as far as they are going to. You speak as if you know for certain, and if we're behind honest that's not actually correct is it.
The questions of motive is interesting. You're right, the Trust board would prefer to retain a stake in the club - that's consistent with the Trust's aims and the historic views of our members. Every survey etc backs that up. I'd say that's also my personal view. Better to be in the room trying to make the club a success than on the outside hoping for failure so we can swoop in. However let's be honest about what your personal view is - you're pursuing the Trust to exit the club regardless, in the hope that the funds generated lead to a greater stake in the future. That's fine, and I get it, but be honest about that. | |
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| Interesting Trust Email on 12:19 - Jul 3 with 1902 views | Todger |
| Interesting Trust Email on 11:49 - Jul 3 by Nookiejack |
The deal the Yanks have offered is a low ball offer - they can read the threads that the Trust Board want the members to decide. The Trust Board doesn't want to give up a say (although has given it up by conceding the 'drag rights') so again they get away with a low ball offer and less than the other selling shareholders received.
If the membership decide to take legal action - this considerably strengthens the Trust's position - the membership is fully committed then to legal action.
As Shaky has previously said it then shows the Trust is prepared to walk away so strengthens the negotiating position.
The Yanks will also be concerned about destabilisation of the club - they have considerably more value at stake than the Trust. Destabilisation can give the players an excuse not to perform they will be concerned about this.
Why do you think 'Todger' has suddenly reappeared.
So why wouldn't they try to sweeten the deal just before court proceedings kick off? |
I have re-appeared because it is a subject I understand better than football. For what it is worth I think the Trust Board have done a good job so far. They may still be able to leverage it up but that depends on whether the membership want to go all out for maximum cash or compromise around a bit of cash now and future potential.
I think it looks obvious getting money back from the selling shareholders is not a likely legal consequence nor is reversing the sale. The only way control of the club comes back is if it falls a few divisions and the trust has a war chest at that point. | | | |
| Interesting Trust Email on 12:20 - Jul 3 with 1899 views | Uxbridge |
| Interesting Trust Email on 12:10 - Jul 3 by Todger |
Clearly. However my question is whether the offer for a part sale given the Trust's objective of continuing to hold a strategic stake would be sufficient for a judge to rule an offer was on the table that balanced the original prejudice and as a consequence awarded costs against the Trust?
I do take your point that any minority is never in a perfect position and therefore why not get out the maximum cash you can rather than worry about your influence because maybe it can never be that great. |
It wouldn't, no. The judge would rule on the merits of the case, not the outcome of negotiations to try and avoid it coming to court. | |
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| Interesting Trust Email on 12:23 - Jul 3 with 1885 views | Uxbridge |
| Interesting Trust Email on 12:19 - Jul 3 by Todger |
I have re-appeared because it is a subject I understand better than football. For what it is worth I think the Trust Board have done a good job so far. They may still be able to leverage it up but that depends on whether the membership want to go all out for maximum cash or compromise around a bit of cash now and future potential.
I think it looks obvious getting money back from the selling shareholders is not a likely legal consequence nor is reversing the sale. The only way control of the club comes back is if it falls a few divisions and the trust has a war chest at that point. |
Well, not quite. The Trust legal action would ultimately be more of an impact on the buyers I agree, however to say the sellers aren't impacted is inaccurate. The Trust hasn't seen the SPA from last year so we can't know for certain what warranties etc are in place, however if they exist then this absolutely could have an impact on the sellers too.
To what degree we do not know, although I expect Nookie to come up with a theory about how it will impact them (but it'd be that, just a theory), but to say they wouldn't be impacted isn't quite accurate. | |
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| Interesting Trust Email on 12:24 - Jul 3 with 1872 views | Todger |
| Interesting Trust Email on 12:14 - Jul 3 by Nookiejack |
The Trust have conceded the 'Drag' rights so they have given up objective of long term strategic
stake. |
Would you give up the tag rights in return for losing the drag rights? | | | |
| Interesting Trust Email on 12:32 - Jul 3 with 1842 views | Todger |
| Interesting Trust Email on 12:23 - Jul 3 by Uxbridge |
Well, not quite. The Trust legal action would ultimately be more of an impact on the buyers I agree, however to say the sellers aren't impacted is inaccurate. The Trust hasn't seen the SPA from last year so we can't know for certain what warranties etc are in place, however if they exist then this absolutely could have an impact on the sellers too.
To what degree we do not know, although I expect Nookie to come up with a theory about how it will impact them (but it'd be that, just a theory), but to say they wouldn't be impacted isn't quite accurate. |
Fair point although warranyt claims work on proving loss. Having to buy more shares at market value may not be much of a loss.
To a degree Jenkins buying some of the Trust share appears to be the Americans telling him this is your mess so put your hands in your pocket to clean up. As you say without seeing the agreement it is only speculation but it would not be a total surprise if shareholders who were not executives did not give the detailed warranties Jenkins and others with executive involvement may have given. | | | |
| Interesting Trust Email on 12:36 - Jul 3 with 1817 views | Uxbridge |
| Interesting Trust Email on 12:32 - Jul 3 by Todger |
Fair point although warranyt claims work on proving loss. Having to buy more shares at market value may not be much of a loss.
To a degree Jenkins buying some of the Trust share appears to be the Americans telling him this is your mess so put your hands in your pocket to clean up. As you say without seeing the agreement it is only speculation but it would not be a total surprise if shareholders who were not executives did not give the detailed warranties Jenkins and others with executive involvement may have given. |
I would expect the warranties would related to the shareholding positions and structure as much as anything, although there may be some with regards to the financial situation of the club too.
We don't know what the warranties state, so we don't know how it could impact the sellers. It wouldn't roll back the sale though, I think we're all in agreement on that. | |
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| Interesting Trust Email on 12:45 - Jul 3 with 1784 views | Nookiejack |
| Interesting Trust Email on 12:24 - Jul 3 by Todger |
Would you give up the tag rights in return for losing the drag rights? |
Definitely not. The 'Tag' Rights protect the value in the Trust's shares - providing as Lisa as pointed out that their drafting is water tight.
But the fact is by conceding the 'Drag' rights the Trust has given up objective of long term strategic stake in club.
As soon as Yanks sell they could take up the 'Drag' rights - if new buyer wants to buy Trust's stake.
If members vote for legal action - in my view that strengthens the Trust Board's negotiating position - the Yanks might then concede the 'Drag' Rights or put say £17m to £18m on the table - Leaving the Trust with 5% and a seat on the Board.
My preference is for the entire stake to be bought out though for £23m. Trust will one day then take full control of the club. Just a matter of time and patience. | | | |
| Interesting Trust Email on 13:00 - Jul 3 with 1752 views | Neath_Jack |
Ux, any chance of answering my question please. | |
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| Interesting Trust Email on 13:05 - Jul 3 with 1724 views | Uxbridge |
| Interesting Trust Email on 13:00 - Jul 3 by Neath_Jack |
Ux, any chance of answering my question please. |
Sorry, what was it? Posts flying around everywhere. | |
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| Interesting Trust Email on 13:08 - Jul 3 with 1698 views | Neath_Jack |
| Interesting Trust Email on 13:05 - Jul 3 by Uxbridge |
Sorry, what was it? Posts flying around everywhere. |
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 13:18 - Jul 3 with 1668 views | Uxbridge |
| Interesting Trust Email on 13:08 - Jul 3 by Neath_Jack |
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? |
All members are able to attend and ask any question or state their view. As with the last forum, after an initial presentation it'd then be an open floor.
Completely agree that all the options, the pros and the cons, need to be made available in a clear and understandable way, and most importantly of all, impartial. That is actually in progress now. This thread will probably be a useful resource for part of that, although weeding out the impartial stuff will take some doing!
You're right, the Trust board will provide a recommendation, and I think it is right to do so - many on here don't agree with it, but it is something the members would expect us to do. However that shouldn't take away from that full and clear listing of the options and the pros and cons of each. | |
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| Interesting Trust Email on 13:23 - Jul 3 with 1653 views | Todger |
| Interesting Trust Email on 13:08 - Jul 3 by Neath_Jack |
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? |
If the Trust has engaged a QC well versed in these matters I would have thought it worth paying for him to come to the meeting and talk the membership through the issues. Hear it from the guy who will be doing the talking in court and has vast experience of these matters then make your decision with eyes wide open on risks and rewards. | | | |
| Interesting Trust Email on 13:35 - Jul 3 with 1624 views | Jinxy |
A question for a trust board member please - would a vote for litigation mean that even if an improved offer is received, then then the Trust would still be duty bound to proceed with litigation?
Maybe the ballot choice should be:
1. Issue the Trust with a mandate to proceed with legal action should a more attractive offer (I know that could be subjective but a lot of people have made good suggestions/points on here in my view) be not forthcoming.
2. Accept the deal.
3. Do nothing.
I'm thinking that with such a mandate and will of the collective membership, then the Trust's negotiation position would be further strengthened, hopefully litigation avoided which I think most people would want if the deal was right. |  | | |
| Interesting Trust Email on 14:03 - Jul 3 with 1562 views | A_Fans_Dad |
| Interesting Trust Email on 13:23 - Jul 3 by Todger |
If the Trust has engaged a QC well versed in these matters I would have thought it worth paying for him to come to the meeting and talk the membership through the issues. Hear it from the guy who will be doing the talking in court and has vast experience of these matters then make your decision with eyes wide open on risks and rewards. |
That sounds like a common sense idea, it will probably cost a few hundred pounds, but would be worth it. | | | |
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