| Interesting Trust Email 20:09 - Jun 29 with 121285 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 09:50 - Jul 6 with 1993 views | Shaky |
| Interesting Trust Email on 09:48 - Jul 6 by Nookiejack |
The £5m option seems to be reported pre tax (although is stated as pre-tax) but then to take legal action post tax? Apples v Pears come to mind. Would the £5m therefore be reduced to £4m after tax say for an apples v apples comparison?
I thought that as along as the proceeds would still be used for charitable purposes and not redistributed for example to members - that no CGT would be applied.
The Trust has previously received dividends and doesn't appear to have been taxed on them - so is there a difference tax treatment in dividends to capital gains? |
Normally yes, dividends are income whereas sale of shares is a capital gain.
However, I thought charities were exempt in both cases. [Post edited 6 Jul 2017 9:51]
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| Interesting Trust Email on 09:58 - Jul 6 with 1979 views | sj_jack |
For what it's worth, here's my take on matters.
I think the trust's email is a very honest appraisal of the situation as it stands now.
We know enough about what's gone on, and the fact we can't turn back the clock.
I also believe we've made the new owners aware of our feelings as best we can, while trying to continue to build a relationship.
What I do believe is this - the Club has to be bigger than any individuals, and we have to find a way to draw a line under the whole thing. We only have to look up the road and the re-brand to know there's plenty of current football owners who are hell bent on feeding their self obsessed ego's.
Ultimately, we are at the table - we are in a conversation with our owners, the people we all hope will move our club forward. Stepping away from that with a good chance of creating a rift amongst ourselves and in a very public way, for the potential of shed full of cash we're not sure what we'd do with doesn't seem logical.
It is already splitting support, crucially, the support of the trust, and that is concerning, as they're already weakening the trust as an entity. My personal opinion is we should stick at the table, accept the offer, and continue to build a new relationship with the new owners. The Club (hopefully) will outlast us all, let make sure that the supporters still have that unique connection to the club and it's owners, and redefine that relationship in a positive manner going forward. |  | | |
| Interesting Trust Email on 10:00 - Jul 6 with 1973 views | londonlisa2001 |
| Interesting Trust Email on 09:50 - Jul 6 by Shaky |
Normally yes, dividends are income whereas sale of shares is a capital gain.
However, I thought charities were exempt in both cases. [Post edited 6 Jul 2017 9:51]
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They are, but as I mentioned Cooperative and Community Benefit societies (which the Trust accounts state it is), can either be charitable for tax purposes or not depending on whether an application has been made to HMRC.
I'd assumed they had that status as they've never accounted for tax in previous accounts. Could be strange legislation. | | | |
| Interesting Trust Email on 10:01 - Jul 6 with 1970 views | NOTRAC |
| Interesting Trust Email on 09:50 - Jul 6 by Shaky |
Normally yes, dividends are income whereas sale of shares is a capital gain.
However, I thought charities were exempt in both cases. [Post edited 6 Jul 2017 9:51]
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I think Shaky you will find that the Trust is not a registered charity.This leads on to the question as to whether charitable status was ever considered by the Trust.The amount of tax repayments that could have been obtained initially from donations could have been considerable. [Post edited 6 Jul 2017 10:25]
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| Interesting Trust Email on 10:24 - Jul 6 with 1935 views | vetchonian |
| Interesting Trust Email on 09:38 - Jul 6 by Shaky |
In the latter case you are accepting a situation where the Trust are deemed second class shareholders relative to Jenkine, Morgan etc.
Why would you do that? |
What I am tryingto do Shaky is put into perspective what might have been options at the time of the sale it had been carried out in an open and fair way?
What if scenarios based on what possiblt could have been offered to the Turst | |
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| Interesting Trust Email on 10:45 - Jul 6 with 1894 views | Nookiejack |
| Interesting Trust Email on 10:01 - Jul 6 by NOTRAC |
I think Shaky you will find that the Trust is not a registered charity.This leads on to the question as to whether charitable status was ever considered by the Trust.The amount of tax repayments that could have been obtained initially from donations could have been considerable. [Post edited 6 Jul 2017 10:25]
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Net £4m after tax for the Yanks's offer - further diminishes it for me compared to £17m-£18m after tax for legal action.
With the Drag rights conceded the Trust will pay CGT tax whichever option is chosen - if the Trust has to pay CGT. | | | |
| Interesting Trust Email on 14:22 - Jul 6 with 1797 views | Starsky |
| Interesting Trust Email on 09:58 - Jul 6 by sj_jack |
For what it's worth, here's my take on matters.
I think the trust's email is a very honest appraisal of the situation as it stands now.
We know enough about what's gone on, and the fact we can't turn back the clock.
I also believe we've made the new owners aware of our feelings as best we can, while trying to continue to build a relationship.
What I do believe is this - the Club has to be bigger than any individuals, and we have to find a way to draw a line under the whole thing. We only have to look up the road and the re-brand to know there's plenty of current football owners who are hell bent on feeding their self obsessed ego's.
Ultimately, we are at the table - we are in a conversation with our owners, the people we all hope will move our club forward. Stepping away from that with a good chance of creating a rift amongst ourselves and in a very public way, for the potential of shed full of cash we're not sure what we'd do with doesn't seem logical.
It is already splitting support, crucially, the support of the trust, and that is concerning, as they're already weakening the trust as an entity. My personal opinion is we should stick at the table, accept the offer, and continue to build a new relationship with the new owners. The Club (hopefully) will outlast us all, let make sure that the supporters still have that unique connection to the club and it's owners, and redefine that relationship in a positive manner going forward. |
Disagree.
Our club has gone. I don't want just any club at any cost.
I want to see the trust get what they morally should have received ... £21,000,000
The trust could be treated like Cinderella if we accept the deal. |  |
| It's just the internet, init. |
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| Interesting Trust Email on 15:50 - Jul 6 with 1730 views | DafyddHuw |
| Interesting Trust Email on 14:22 - Jul 6 by Starsky |
Disagree.
Our club has gone. I don't want just any club at any cost.
I want to see the trust get what they morally should have received ... £21,000,000
The trust could be treated like Cinderella if we accept the deal. |
Spot on. Otherwise we're saying "We've been shat on but we don't like to make a fuss". |  | | |
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| Interesting Trust Email on 16:54 - Jul 6 with 1685 views | cimlajack |
| Interesting Trust Email on 14:22 - Jul 6 by Starsky |
Disagree.
Our club has gone. I don't want just any club at any cost.
I want to see the trust get what they morally should have received ... £21,000,000
The trust could be treated like Cinderella if we accept the deal. |
Absolutely.
As a Trust member, i am not looking for special treatment,all i want is parity with every other shareholder,something we should have achieved at the very beginning,as a matter of course.
No reasonable person could say that the Trust has not been treated shabbily.
Going forward,i'd like to thank the many people who have taken the time and effort to contribute to this thread,i really appreciate the input. | | | |
| Interesting Trust Email on 17:04 - Jul 6 with 1674 views | Shaky |
| Interesting Trust Email on 10:00 - Jul 6 by londonlisa2001 |
They are, but as I mentioned Cooperative and Community Benefit societies (which the Trust accounts state it is), can either be charitable for tax purposes or not depending on whether an application has been made to HMRC.
I'd assumed they had that status as they've never accounted for tax in previous accounts. Could be strange legislation. |
Perhaps Uxbridge or another Trust board member could clear this up? I'm trying to find time to put together some analysis and the tax treatment is obviously an important factor.
And I know Uxbridge has been answering a lot of questions, but as things stand the implication that the sale of shares in the Trust's preferred option is tax free but fully taxed in the case of litigation is quite clearly wrong, and a little bit naughty. | |
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| Interesting Trust Email on 17:39 - Jul 6 with 1635 views | tomdickharry |
| Interesting Trust Email on 17:04 - Jul 6 by Shaky |
Perhaps Uxbridge or another Trust board member could clear this up? I'm trying to find time to put together some analysis and the tax treatment is obviously an important factor.
And I know Uxbridge has been answering a lot of questions, but as things stand the implication that the sale of shares in the Trust's preferred option is tax free but fully taxed in the case of litigation is quite clearly wrong, and a little bit naughty. |
Perhaps before the vote is put, the tax position is made clear to members as it could have a substantive effect on income the Trust receives and consequently the way members vote. | | | |
| Interesting Trust Email on 17:58 - Jul 6 with 1598 views | monmouth |
I'm not saying it will be, but if the analysis of options is in any way biased or spun to support a recommendation either way, it would be beneath contempt and should be ruthlessly called out. |  |
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| Interesting Trust Email on 18:02 - Jul 6 with 1589 views | Shaky |
| Interesting Trust Email on 17:39 - Jul 6 by tomdickharry |
Perhaps before the vote is put, the tax position is made clear to members as it could have a substantive effect on income the Trust receives and consequently the way members vote. |
As long as "before the vote " means within the next 24 hours I agree.
There is no reason whatsoever why this apparent paradox should be allowed to persist any longer. [Post edited 6 Jul 2017 18:05]
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| Interesting Trust Email on 18:04 - Jul 6 with 1585 views | Shaky |
| Interesting Trust Email on 17:58 - Jul 6 by monmouth |
I'm not saying it will be, but if the analysis of options is in any way biased or spun to support a recommendation either way, it would be beneath contempt and should be ruthlessly called out. |
Why exactly are you trying to poison the well?
You frankly deserve a tounge lashing, but having been a model of restraint I'll refrain for now. | |
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| Interesting Trust Email on 18:11 - Jul 6 with 1573 views | londonlisa2001 |
| Interesting Trust Email on 18:04 - Jul 6 by Shaky |
Why exactly are you trying to poison the well?
You frankly deserve a tounge lashing, but having been a model of restraint I'll refrain for now. |
He's talking about the Trust... | | | |
| Interesting Trust Email on 18:17 - Jul 6 with 1562 views | Shaky |
| Interesting Trust Email on 18:11 - Jul 6 by londonlisa2001 |
He's talking about the Trust... |
In warning about biased analysis 1 post after I mention analysis? I tend to doubt that.
I'm not saying he is a child molester, but what if he's a child molester, etc. | |
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| Interesting Trust Email on 18:26 - Jul 6 with 1539 views | londonlisa2001 |
| Interesting Trust Email on 18:17 - Jul 6 by Shaky |
In warning about biased analysis 1 post after I mention analysis? I tend to doubt that.
I'm not saying he is a child molester, but what if he's a child molester, etc. |
Well I may be wrong, but reading his other opinions I honestly doubt it.
I think it was your mention of the way that tax has been brought up now but wasn't in the original release about the offer on the table that sparked the comment about whether anything is being spun to support a position.
To be fair to Ux, he mentioned it on both scenarios in the same post, but it's definitely the first mention of it, and I had a quick scan of the accounts from 2006 onwards and there is never any provision made, nor mention of tax at all which is odd if the Trust is subject to taxation (even if it was £nil you'd expect disclosure of that). | | | |
| Interesting Trust Email on 19:29 - Jul 6 with 1466 views | Uxbridge |
| Interesting Trust Email on 18:26 - Jul 6 by londonlisa2001 |
Well I may be wrong, but reading his other opinions I honestly doubt it.
I think it was your mention of the way that tax has been brought up now but wasn't in the original release about the offer on the table that sparked the comment about whether anything is being spun to support a position.
To be fair to Ux, he mentioned it on both scenarios in the same post, but it's definitely the first mention of it, and I had a quick scan of the accounts from 2006 onwards and there is never any provision made, nor mention of tax at all which is odd if the Trust is subject to taxation (even if it was £nil you'd expect disclosure of that). |
Blimey, quite the conspiracy theory this one.
As I understand it, from people better qualified than me to know such things, the Trust is subject to capital gains. Not sure why, I was a bit surprised too, but that is the position, and its not as if nobody has looked at this before.
As for the suggestion that anyone has implied that a future Trust share sale would not be subject to CGT even though an earlier one would be, which ironically I stated as Lisa pointed out, is clearly a bit of a nonsense. I've not read back the last couple of pages so not sure who first came up with that theory, but it does seem to be a bit naughty to suggest that is Trust spin, when the spin is coming from a completely different direction. |  |
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| Interesting Trust Email on 19:39 - Jul 6 with 1446 views | monmouth |
| Interesting Trust Email on 18:17 - Jul 6 by Shaky |
In warning about biased analysis 1 post after I mention analysis? I tend to doubt that.
I'm not saying he is a child molester, but what if he's a child molester, etc. |
What? Of course I was talking about the option analysis by the Trust, given that they are recommending one of the courses of action. | |
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| Interesting Trust Email on 19:50 - Jul 6 with 1425 views | Nookiejack |
| Interesting Trust Email on 11:39 - Jul 5 by Uxbridge |
Last reply from me for the day ... I should actually do some work.
To answer your question, I think it very much depends on what you want to get out of it all. If you're looking solely to maximise the Trust's bank account, which I think it's fair to say is your principal criteria, then I can see the logic of your calculations. I don't really agree with the weighting you are putting onto things, but that's all subjective. If I was looking at it solely in that way, I'd still probably err towards the offer TBH, as I'd also look at the worst case scenarios of both.
I'll walk through my decision making process. In an ideal world the Trust could have got all the protections it wanted - non-dilution, veto rights, proper protection for our view of how the football club should have been run. Wasn't happening, so we need to look at which of the options best suit our interests.
Let's look at the offer. It provides money up front, which'll take the Trust funds to around £6m (before tax, which'll be around 20% ... nobody's really talking about that). That could be used for numerous things, one of which is protecting against dilution (you're looking at a factor of 6.21 at which they'd need to issue shares before the Trust couldn't participate) if that is the best use of the funds. It may not be, and we could be better served keeping that money for other purposes. That's for another day. That pot could also double if other conditions are met.
A big concern has always been how unprotected the Trust's shareholding is. Much talk of control premiums but a minority stake is always worth significantly less, pro rata, than a majority one. No arguments there. The Tag along rights will mean that stake is worth the same, pro rata, as the Americans. That's a big thing. They'll be betting on the club being worth considerably more than what they paid for it.
The real fly in the ointment for me has always been the drag rights. The fundamental principle of the Trust was to ensure we had a stake in the club. This puts it at risk, and I don't like it. Some will vote against the deal on that basis alone, and I completely get it.
I won't comment on the 20% clause because I think it's meaningless in its current form, and I don't find the HJ clause as emotive as others - he's a shareholder today so a small bump in that doesn't really matter, if we're taking emotion out of it.
Moving on to the legal action ... the good news is that it's a strong case. If it wasn't, we'd be in real trouble. It's winnable and the Trust has significant funds to fight it. That's the good side. The down side is all too obvious. It will affect the club, probably delay some decisions such as stadium expansion (if that's even imminent), and it'll certainly impact the involvement with the Trust in the club. Some may dismiss this already but I don't. Then there's the case itself - which isn't predictable. If we win then things are relatively hunky dory for the Trust, but losing would be an absolute nightmare ... no funds, a minority stake with no protections, no say in anything. Goodnight Irene.
However, let's look at the probable outcome of winning the case. The probable result of that is the Trust sells its shares in its entirety. After tax, you're probably looking at £16-£17m in the bank. Not an unhealthy chunk of change. That fundamental aim of securing football in the city is looking pretty good now. The price of course is that the Trust then has zero say in the running of the club. For how long then becomes key, and we simply don't know. You talk about taking over the whole club in the doomsday scenario, but when is that? 5 years? 10 years? 20 years? We don't know. That pot isn't enough to fully take over a relatively solvent Championship club, which in all likelihood is what we'd be if we got relegated.
Is that still better than the alternative? That partly comes down to how you value the involvement of the Trust today. Some think there is no point in the Trust being there now as it can simply be overruled. True enough, however I'd say the existing relationship that has been developed has significant value, particularly in ensuring that the club is run a manner that looks after the long term interests of the fans. The Trust may be overruled, but being involved is surely better than not.
There's also the not inconsiderable consideration of how this affects the club. Let's be honest, we're the ones who care what happens to the club. They've got money in it, but it's not their way of life. Legal action will impact things in the short term at the very least. It makes relegation more likely. How much is open to question, but uncertainty is likely to result in a poorer playing squad than certainty would. Funnily enough, this isn't on my top 3 factors, but for many it'll be #1, #2 and #3.
There is of course the much maligned third option. Keep the status quo. Keep the current relationships, but the Trust will forever remain a minority shareholder with a stake being kept with no real consideration for its financial value. The Trust is also in a very weak position in terms of a future share issue, and there's little scope to react to any future financial apocalypse.
This has been pretty much dismissed on this site, however I have a hunch it's much more prevalent out there than anyone here is appreciating ... it's certainly one that the Trust has been getting a lot of questions about. I fully expect a sizeable amount of the vote will err towards this side.
So, my rationale.
I don't like the status quo as the Trust has precious little room to manoeuvre, so reluctantly I shall have to vote against that.
So I have to weigh up the other two options - is the probable prospect of something from £18m-£23m in the Trust bank and the guaranteed exit of the Trust from any real relationship with the club enough to risk the downsides and risks (to the club and Trust) of legal action, and also better than £4-6m in the bank now, potentially another £4-6m if conditions are met, the continued involvement with the club for as long as the current ownership structure is in place and peace in our time. True, the future beyond that is not well known, but if the Trust is jettisoned then - which is not guaranteed - there's a further lump sum of anything from £0 to £20m or so in that future too.
It's a judgement call for sure. On the above rationale, I err towards the deal. I'd be a damn sight happier about it without drag along rights though. [Post edited 5 Jul 2017 11:48]
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You reported the first option as taking the Trust's funds to £6m pre tax.
Yet circa £1m is already in the bank.
So if £5m was taxed the Trust would only receive £4m. Trusts funds in total would only be £4m in total.
You then compared the above pre tax figure to the post tax litigation option of £16m to £17m - although not sure if we then need to add to that the £1m already in the bank.
If the Trust receives £23m and is taxed at 20% then Trust would receive £18.4m plus circa £1m on Bank = £19.4m in comparison to the £5m - both on a post tax basis. | | | |
| Interesting Trust Email on 19:54 - Jul 6 with 1415 views | Nookiejack |
| Interesting Trust Email on 19:50 - Jul 6 by Nookiejack |
You reported the first option as taking the Trust's funds to £6m pre tax.
Yet circa £1m is already in the bank.
So if £5m was taxed the Trust would only receive £4m. Trusts funds in total would only be £4m in total.
You then compared the above pre tax figure to the post tax litigation option of £16m to £17m - although not sure if we then need to add to that the £1m already in the bank.
If the Trust receives £23m and is taxed at 20% then Trust would receive £18.4m plus circa £1m on Bank = £19.4m in comparison to the £5m - both on a post tax basis. |
Typo : So if £5m was taxed the Trust would only receive £4m. Trusts funds in total would only be £5m (£1m + £4m net of tax proceeds) in total. | | | |
| Interesting Trust Email on 19:59 - Jul 6 with 1407 views | Uxbridge |
| Interesting Trust Email on 19:50 - Jul 6 by Nookiejack |
You reported the first option as taking the Trust's funds to £6m pre tax.
Yet circa £1m is already in the bank.
So if £5m was taxed the Trust would only receive £4m. Trusts funds in total would only be £4m in total.
You then compared the above pre tax figure to the post tax litigation option of £16m to £17m - although not sure if we then need to add to that the £1m already in the bank.
If the Trust receives £23m and is taxed at 20% then Trust would receive £18.4m plus circa £1m on Bank = £19.4m in comparison to the £5m - both on a post tax basis. |
23m, pre tax, is probably too high an estimate. You're also assuming the Trust would get its legal fees back, which is far from guaranteed.
My 6m is correct, pre tax. 5+1=6. 5 after tax.
Spinning figures like this does nobody any favours.
Anyway, to answer another post, I completely agree that accurate figures need to be reflected in the documentation when it is sent to members, or a best guess when it comes to legal action (which, like it or not, remains unknown). Although I suspect accusations of bias will still apply regardless ... There'll always be holes to pick in the analysis and the wording. For what it's worth, things are being done in good faith.. Nobody here has anything personally to gain. | |
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| Interesting Trust Email on 20:06 - Jul 6 with 1392 views | londonlisa2001 |
| Interesting Trust Email on 19:29 - Jul 6 by Uxbridge |
Blimey, quite the conspiracy theory this one.
As I understand it, from people better qualified than me to know such things, the Trust is subject to capital gains. Not sure why, I was a bit surprised too, but that is the position, and its not as if nobody has looked at this before.
As for the suggestion that anyone has implied that a future Trust share sale would not be subject to CGT even though an earlier one would be, which ironically I stated as Lisa pointed out, is clearly a bit of a nonsense. I've not read back the last couple of pages so not sure who first came up with that theory, but it does seem to be a bit naughty to suggest that is Trust spin, when the spin is coming from a completely different direction. |
From what you've said I suspect the following applies then.
The Trust has charitable status (hence no accounting for corporation tax in any accounts).
Charities also pay no CGT. BUT, that assumes that the charity will use the funds received for charitable purposes. Someone is now making the assumption that the amount received will one day be used to buy shares in the club (which is non charitable) hence the mention of tax.
But, the reality is that the same applies to income. And no provision has ever been made re an assumption of future use.
It'll actually be a strange scenario where if the Trust can never again buy shares, and one day uses the money for community projects for example, the tax will never become due.
You asked me the other day what professional advice I thought you may have taken. This sort of thing is what I was referring to,
The above may be wrong completely, but is the only thing that makes much sense. | | | |
| Interesting Trust Email on 20:10 - Jul 6 with 1384 views | Uxbridge |
| Interesting Trust Email on 20:06 - Jul 6 by londonlisa2001 |
From what you've said I suspect the following applies then.
The Trust has charitable status (hence no accounting for corporation tax in any accounts).
Charities also pay no CGT. BUT, that assumes that the charity will use the funds received for charitable purposes. Someone is now making the assumption that the amount received will one day be used to buy shares in the club (which is non charitable) hence the mention of tax.
But, the reality is that the same applies to income. And no provision has ever been made re an assumption of future use.
It'll actually be a strange scenario where if the Trust can never again buy shares, and one day uses the money for community projects for example, the tax will never become due.
You asked me the other day what professional advice I thought you may have taken. This sort of thing is what I was referring to,
The above may be wrong completely, but is the only thing that makes much sense. |
I suspect is it wrong to be honest. It's all before my time and I don't know the ins and outs, but it has been looked into.
Saying that, I completely agree that appropriate advice needs to be taken with regards to any financial windfall, and that has already been raised many times internally. | |
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| Interesting Trust Email on 20:13 - Jul 6 with 1374 views | londonlisa2001 |
| Interesting Trust Email on 19:59 - Jul 6 by Uxbridge |
23m, pre tax, is probably too high an estimate. You're also assuming the Trust would get its legal fees back, which is far from guaranteed.
My 6m is correct, pre tax. 5+1=6. 5 after tax.
Spinning figures like this does nobody any favours.
Anyway, to answer another post, I completely agree that accurate figures need to be reflected in the documentation when it is sent to members, or a best guess when it comes to legal action (which, like it or not, remains unknown). Although I suspect accusations of bias will still apply regardless ... There'll always be holes to pick in the analysis and the wording. For what it's worth, things are being done in good faith.. Nobody here has anything personally to gain. |
£23m is the deal that the others received which is why it's being used surely? Remember #110 ?
If the Trust win, chances are it would get its costs back. | | | |
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