| New Articles of Association on 21:21 - Nov 20 with 2160 views | NeathJack |
Also noteworthy that a certain Huw Jenkins was "The sole member of the company entitled to vote on the resolution, on the circulation date".
Wasn't this "Drag Along" agreement part of the deal if the sale of the Trust share went through, which obviously it hasn't yet, and one which several members of this site in particular were steadfastly against?
I smell stitch up. |  | |  |
| New Articles of Association on 21:24 - Nov 20 with 2142 views | donkonky |
| New Articles of Association on 21:21 - Nov 20 by NeathJack |
Also noteworthy that a certain Huw Jenkins was "The sole member of the company entitled to vote on the resolution, on the circulation date".
Wasn't this "Drag Along" agreement part of the deal if the sale of the Trust share went through, which obviously it hasn't yet, and one which several members of this site in particular were steadfastly against?
I smell stitch up. |
What’s a drag along agreement then? |  | | |
| New Articles of Association on 21:25 - Nov 20 with 2134 views | NeathJack |
| New Articles of Association on 21:24 - Nov 20 by donkonky |
What’s a drag along agreement then? |
Where all minority shareholders would be forced to sell their shares in the event of the majority shareholders agreeing to sell theirs to a new buyer, as I understand it. | | | |
| New Articles of Association on 21:30 - Nov 20 with 2108 views | monmouth |
| New Articles of Association on 21:24 - Nov 20 by donkonky |
What’s a drag along agreement then? |
What the Trust members voted for. |  |
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| New Articles of Association on 21:51 - Nov 20 with 2057 views | LeonWasGod |
| New Articles of Association on 21:24 - Nov 20 by donkonky |
What’s a drag along agreement then? |
https://www.investopedia.com/terms/d/dragalongrights.asp
It was part of the deal recommended / 'sold' to Trust members with the justification that the Trust would at least get a fair price for their shares in the event of a future sale. Which is a fair point I suppose. But it means that the American's get to decide whether the Trust sells it's shares. |  | | |
| New Articles of Association on 21:55 - Nov 20 with 2042 views | E20Jack |
| New Articles of Association on 21:51 - Nov 20 by LeonWasGod |
https://www.investopedia.com/terms/d/dragalongrights.asp
It was part of the deal recommended / 'sold' to Trust members with the justification that the Trust would at least get a fair price for their shares in the event of a future sale. Which is a fair point I suppose. But it means that the American's get to decide whether the Trust sells it's shares. |
Not really a fair point when the overwhelming likelihood is that we will be relegated by that time meaning the offer we should have had (the same as the sell outs got) will be a distant memory to what we will have.
It was an awful deal when it was suggested - it has only got worse since in every single way. |  |
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| New Articles of Association on 22:06 - Nov 20 with 2016 views | max936 |
| New Articles of Association on 21:21 - Nov 20 by NeathJack |
Also noteworthy that a certain Huw Jenkins was "The sole member of the company entitled to vote on the resolution, on the circulation date".
Wasn't this "Drag Along" agreement part of the deal if the sale of the Trust share went through, which obviously it hasn't yet, and one which several members of this site in particular were steadfastly against?
I smell stitch up. |
This deal was always going to go through, its as obvious as the nose on our chops, best advice is to keep your Tenner in your arse pockets.
Its all a complete and utter joke, as is the team that takes the field week in week out, it seems everything associated with SCFC is a big utter mess a total shambles.
All the Chickens are slowly but surely coming home to roost and Jenkins will still be here to put the last light out. |  |
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| New Articles of Association on 22:10 - Nov 20 with 2006 views | LeonWasGod |
| New Articles of Association on 21:55 - Nov 20 by E20Jack |
Not really a fair point when the overwhelming likelihood is that we will be relegated by that time meaning the offer we should have had (the same as the sell outs got) will be a distant memory to what we will have.
It was an awful deal when it was suggested - it has only got worse since in every single way. |
They're separate points. The deal involved the Americans & Huwbert buying a chunk of the Trust's shares now, plus some installments I think, at the same price the Americans paid.
And then whatever the Trust is left holding will be subject to the drag along when the Americans sell up, whether that's in the PL or Football League.
You'll get no complaints from me hat it's a bad deal. All options for the Trust became bad once the Morgans/Huwbert/Dineen and the rest decided to sell behind the Trust's back.
I've never been happy with the focus on selling, whether it's at the same rate the Americans got or with drag along. Keep as much ownership as the Trust can is my preferred option. | | | |
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| New Articles of Association on 22:14 - Nov 20 with 1988 views | NeathJack |
Now that it appears these Drag Along rights are already in place despite the Trust share sale still up in the air, is there anything stopping these Yanks from selling to a mate for say £1 and dragging the Trust shares along at a value of 21p in total?
And then the Yanks buying those share back off their mate for £1 and hey presto, they own the lot? | | | |
| New Articles of Association on 22:15 - Nov 20 with 1979 views | E20Jack |
| New Articles of Association on 22:10 - Nov 20 by LeonWasGod |
They're separate points. The deal involved the Americans & Huwbert buying a chunk of the Trust's shares now, plus some installments I think, at the same price the Americans paid.
And then whatever the Trust is left holding will be subject to the drag along when the Americans sell up, whether that's in the PL or Football League.
You'll get no complaints from me hat it's a bad deal. All options for the Trust became bad once the Morgans/Huwbert/Dineen and the rest decided to sell behind the Trust's back.
I've never been happy with the focus on selling, whether it's at the same rate the Americans got or with drag along. Keep as much ownership as the Trust can is my preferred option. |
But staying the same will always mean we are in this situation, minority shareholders that can be abused at any point. Staying the same is not an option. I think selling at the rate agreed was the only option once the articles changes, and by that I mean all the shares not some. Selling ''some'' achieves the same as selling none - nothing. | |
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| New Articles of Association on 22:22 - Nov 20 with 1964 views | max936 |
| New Articles of Association on 22:14 - Nov 20 by NeathJack |
Now that it appears these Drag Along rights are already in place despite the Trust share sale still up in the air, is there anything stopping these Yanks from selling to a mate for say £1 and dragging the Trust shares along at a value of 21p in total?
And then the Yanks buying those share back off their mate for £1 and hey presto, they own the lot? |
If details of the Trust share deal has changed and no money has changed hands then surely the drag rights cannot have been passed over, surely nobody could/would be that thick to agree to that, fuk my eyes.
Shit on with the original sellout and now walked over and everything else springs to mind. | |
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| New Articles of Association on 22:24 - Nov 20 with 1953 views | NeathJack |
| New Articles of Association on 22:22 - Nov 20 by max936 |
If details of the Trust share deal has changed and no money has changed hands then surely the drag rights cannot have been passed over, surely nobody could/would be that thick to agree to that, fuk my eyes.
Shit on with the original sellout and now walked over and everything else springs to mind. |
It looks from the Companies house document that it's been forced through. Would like Lisa et al to take a look and have their thoughts on it. | | | |
| New Articles of Association on 22:29 - Nov 20 with 1936 views | MoscowJack |
| New Articles of Association on 22:24 - Nov 20 by NeathJack |
It looks from the Companies house document that it's been forced through. Would like Lisa et al to take a look and have their thoughts on it. |
This can't be right....surely?
If it is, how can it have happened? No....it can't be!
We really need Lisa & Co to look at this for us as it's well over my head. |  |
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| New Articles of Association on 22:29 - Nov 20 with 1935 views | swanforthemoney |
Shouldn’t this only have gone through alongside the rest of the deal? I.e. the drag along rights should have gone through at the same time as the first instalment, the five percent ? |  |
| I stand in the North Stand
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| New Articles of Association on 22:49 - Nov 20 with 1882 views | londonlisa2001 |
This has already been mentioned in another thread, but the company that those articles relate to is Swansea City Association Football Ltd (or whatever its exact name is). Which is a 100% (or near as damn it - from memory there may be a couple of stray shares) of Swansea City Holdings 2002 Ltd (similarly can never remember exact name), which is where the Trust's shares sit.
It's the holding company where stuff like drag rights are of interest. Drag rights in this company don't matter as there is no one to drag (apart from as I say, a few stray shares).
The structure is Delaware Company (Swansea Football LLC) own 68% of Swansea City Holdings 2002 Ltd. Trust owns 21% of Holdings 2002 Ltd. Others own remainder (HJ, MM, LM). Holdings 2002 Ltd owns this company (Assiciation Football Ltd). Deal on table is at Holdings 2002 level. | | | |
| New Articles of Association on 22:50 - Nov 20 with 1877 views | max936 |
| New Articles of Association on 22:29 - Nov 20 by swanforthemoney |
Shouldn’t this only have gone through alongside the rest of the deal? I.e. the drag along rights should have gone through at the same time as the first instalment, the five percent ? |
There shouldn't be any first instalment it should all be paid up front, a shit deal as just become shiittier, Trust Members have been sold down the river if this is true, although the way things are it doesn't surprise me, I've just about had a titsfull of it all. [Post edited 20 Nov 2017 22:51]
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| New Articles of Association on 22:57 - Nov 20 with 1839 views | swanforthemoney |
| New Articles of Association on 22:49 - Nov 20 by londonlisa2001 |
This has already been mentioned in another thread, but the company that those articles relate to is Swansea City Association Football Ltd (or whatever its exact name is). Which is a 100% (or near as damn it - from memory there may be a couple of stray shares) of Swansea City Holdings 2002 Ltd (similarly can never remember exact name), which is where the Trust's shares sit.
It's the holding company where stuff like drag rights are of interest. Drag rights in this company don't matter as there is no one to drag (apart from as I say, a few stray shares).
The structure is Delaware Company (Swansea Football LLC) own 68% of Swansea City Holdings 2002 Ltd. Trust owns 21% of Holdings 2002 Ltd. Others own remainder (HJ, MM, LM). Holdings 2002 Ltd owns this company (Assiciation Football Ltd). Deal on table is at Holdings 2002 level. |
So it’s a red herring, so to speak. Phew. | |
| I stand in the North Stand
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| New Articles of Association on 23:01 - Nov 20 with 1826 views | Nookiejack |
Shaky commented on the earlier that the drag rights have not been inserted into the articles of Swansea City Football 2002 Limited - which is the holding company of the Football club (Swansea City Association Football club limited). The Trust has its shares in Swansea City Football 2002 Limited.
Interesting why the Yanks feel they need to insert drag right provisions into the articles of the Football club.
Shaky seemed to think the Yanks's lawyers were adopting a belt and braces approach dotting al the 'i's' and crossing all the 'ts' so to speak. He seemed to think this could be indicative that they were preparing for a sale.
It will be interesting to see, as a next step, if they change the articles in Swansea City Football 2002 Limited, the holding company and insert the drag rights clauses - especially if a deal is not concluded with the Trust.
The Trust did negotiate 'Tag' rights so interesting if they appear at the same time as any 'drag' rights? | | | |
| New Articles of Association on 23:01 - Nov 20 with 1826 views | max936 |
| New Articles of Association on 22:57 - Nov 20 by swanforthemoney |
So it’s a red herring, so to speak. Phew. |
Phew indeed. | |
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| New Articles of Association on 23:12 - Nov 20 with 1790 views | NeathJack |
| New Articles of Association on 22:49 - Nov 20 by londonlisa2001 |
This has already been mentioned in another thread, but the company that those articles relate to is Swansea City Association Football Ltd (or whatever its exact name is). Which is a 100% (or near as damn it - from memory there may be a couple of stray shares) of Swansea City Holdings 2002 Ltd (similarly can never remember exact name), which is where the Trust's shares sit.
It's the holding company where stuff like drag rights are of interest. Drag rights in this company don't matter as there is no one to drag (apart from as I say, a few stray shares).
The structure is Delaware Company (Swansea Football LLC) own 68% of Swansea City Holdings 2002 Ltd. Trust owns 21% of Holdings 2002 Ltd. Others own remainder (HJ, MM, LM). Holdings 2002 Ltd owns this company (Assiciation Football Ltd). Deal on table is at Holdings 2002 level. |
Cheers, So a case of nothing to see here?
Any idea why these drag rights would be inserted at this point in time? It can't just be purely coincidental? | | | |
| New Articles of Association on 23:15 - Nov 20 with 1782 views | LeonWasGod |
| New Articles of Association on 22:15 - Nov 20 by E20Jack |
But staying the same will always mean we are in this situation, minority shareholders that can be abused at any point. Staying the same is not an option. I think selling at the rate agreed was the only option once the articles changes, and by that I mean all the shares not some. Selling ''some'' achieves the same as selling none - nothing. |
Then we the fans, via the Trust, have no influence at all. I know it seems like the Trust isn't listened to anyway, but they should be with a 20-21% share. I'd rather see that issue resolved rather than a full share sale.
Not easy is it? I don't know the answer, they all seem like poor choices. | | | |
| New Articles of Association on 23:22 - Nov 20 with 1763 views | Nookiejack |
| New Articles of Association on 23:12 - Nov 20 by NeathJack |
Cheers, So a case of nothing to see here?
Any idea why these drag rights would be inserted at this point in time? It can't just be purely coincidental? |
Yes and Shaky also recommended being very vigilant - given this has been going on in the background - at the same time as the Trust infighting has been building up to a crescendo. (Possibly being stoked up by some posters who have had traditional ties with the selling shareholders). | | | |
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