| FAO Some Trust Person 14:12 - Nov 26 with 26358 views | Darran |
How many co-oppers have applied for co-option and when will we find out who’s been co-opted? |  |
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| FAO Some Trust Person on 12:37 - Nov 29 with 1126 views | londonlisa2001 |
| FAO Some Trust Person on 12:31 - Nov 29 by Nookiejack |
I stand corrected
Posters do seem to think that Steve Hamer is connected or has a past connection to Keith Harris though? |
Everyone who's followed the Swans for a while knows they have a connection. |  | | |
| FAO Some Trust Person on 13:05 - Nov 29 with 1072 views | Nookiejack |
| FAO Some Trust Person on 12:37 - Nov 29 by londonlisa2001 |
Everyone who's followed the Swans for a while knows they have a connection. |
So the potential conflict of interest is:-
Yanks to Keith Harris (Rainmaker/Broker of the deal) to Steve Hamer (Brother) to Nigel Hamer (Brother) unelected Trust Secretary who has served for minimum of 13.5 years (to be confirmed if in position as secretary for 13.5 years) | | | |
| FAO Some Trust Person on 13:11 - Nov 29 with 1056 views | Darran |
| FAO Some Trust Person on 12:26 - Nov 29 by londonlisa2001 |
Chris should be co-opted. The shake up needs to happen internally in my view
Clasie should also be co-opted.
Spratty should be as well, if she has applied (I think she said so, but not certain). |
I can’t understand how you can say 3 people off here should be co-opted when 14 people have applied what about the other 10? | |
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| FAO Some Trust Person on 13:14 - Nov 29 with 1052 views | londonlisa2001 |
| FAO Some Trust Person on 13:05 - Nov 29 by Nookiejack |
So the potential conflict of interest is:-
Yanks to Keith Harris (Rainmaker/Broker of the deal) to Steve Hamer (Brother) to Nigel Hamer (Brother) unelected Trust Secretary who has served for minimum of 13.5 years (to be confirmed if in position as secretary for 13.5 years) |
Nookie, I'm not being funny, but you seem to be suggesting that these connections are new knowledge?
And there has been talk about the Trust rules on here for days now, and it's been pointed out that Nigel Hamer was one of the original signatories, so what are you waiting for confirmation about? | | | |
| FAO Some Trust Person on 13:24 - Nov 29 with 1024 views | Nookiejack |
| FAO Some Trust Person on 13:11 - Nov 29 by Darran |
I can’t understand how you can say 3 people off here should be co-opted when 14 people have applied what about the other 10? |
How’s your hair Darren? | | | |
| (No subject) (n/t) on 13:28 - Nov 29 with 1010 views | chad |
| FAO Some Trust Person on 12:15 - Nov 29 by Shaky |
Good post.
Where did you get these new rules from and what is their status (proposal for the membership/already adopted by the board)? |
Thanks Shaky
These are the current rules implemented from the review.
They are on the Trust website a bit hidden under join/join the Board
and are the conflict of interst rules near the bottom
Address of the PDF:
https://www.swanstrust.co.uk/wp-content/uploads/2014/07/SCST-Conflict-of-Interes
item 9 is the one I quote
[Post edited 29 Nov 2017 13:32]
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| FAO Some Trust Person on 13:31 - Nov 29 with 998 views | Darran |
| FAO Some Trust Person on 13:24 - Nov 29 by Nookiejack |
How’s your hair Darren? |
What you mean! | |
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| FAO Some Trust Person on 13:32 - Nov 29 with 990 views | londonlisa2001 |
| FAO Some Trust Person on 13:11 - Nov 29 by Darran |
I can’t understand how you can say 3 people off here should be co-opted when 14 people have applied what about the other 10? |
Same way as you said two should be about a page ago? In fact, you said you'd never renew again if they weren't?
Opinion. That's all.
You're just in disagreement with me saying it about Chris and Spratty. | | | |
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| FAO Some Trust Person on 13:36 - Nov 29 with 977 views | Darran |
| FAO Some Trust Person on 13:32 - Nov 29 by londonlisa2001 |
Same way as you said two should be about a page ago? In fact, you said you'd never renew again if they weren't?
Opinion. That's all.
You're just in disagreement with me saying it about Chris and Spratty. |
No I’m not I sincerely hope The Pox Office gets on and if I’m honest if the Trust don’t co-opt him of all people it’ll definitely show they’re afraid of something.
Two is a bit different to three too,three is taking up nearly every space. | |
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| FAO Some Trust Person on 13:38 - Nov 29 with 973 views | Darran |
| FAO Some Trust Person on 13:36 - Nov 29 by Darran |
No I’m not I sincerely hope The Pox Office gets on and if I’m honest if the Trust don’t co-opt him of all people it’ll definitely show they’re afraid of something.
Two is a bit different to three too,three is taking up nearly every space. |
Oh and if he doesn’t get in I’m definitely done with it. | |
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| FAO Some Trust Person on 13:38 - Nov 29 with 973 views | Nookiejack |
| FAO Some Trust Person on 13:31 - Nov 29 by Darran |
What you mean! |
I am losing all mine | | | |
| FAO Some Trust Person on 13:38 - Nov 29 with 971 views | Darran |
| FAO Some Trust Person on 13:38 - Nov 29 by Nookiejack |
I am losing all mine |
lol | |
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| FAO Some Trust Person on 13:46 - Nov 29 with 949 views | londonlisa2001 |
| FAO Some Trust Person on 13:36 - Nov 29 by Darran |
No I’m not I sincerely hope The Pox Office gets on and if I’m honest if the Trust don’t co-opt him of all people it’ll definitely show they’re afraid of something.
Two is a bit different to three too,three is taking up nearly every space. |
I've disagreed with Spratty on any number of occasions. But I tell you something for nothing. If they have had applications from people that have been more prepared to stand up in public and ask difficult questions I'd love to see them. I mean that quite sincerely.
I listened ages ago to te Q&A that they did with the owners (they had the recording on the Trust site) and fair play to her, she was a pretty lone voice in letting them know what she thought. And keeping on about it as well. | | | |
| (No subject) (n/t) on 13:53 - Nov 29 with 938 views | londonlisa2001 |
I think that the rule is a difficult one though Chad.
Because in any Board type scenario, there's an expectation that the decisions of the board are collective and that board members shouldn't speak out about internal disagreements. Otherwise it quite quickly turns into a blame game, where individuals are singled out for who said what.
If a board member has a fundamental disagreement they should resign and explain exactly why. Infighting is never a good look, as it could enable others to cause division and turn the whole thing into a farce quite quickly. Going forward, the 'new' Trust needs to be a strong and unified voice on behalf of all fans. If the owners are presented with a split Trust, they'll just ignore it (not that they don't already).
Where the issue lies is not in that, but in a seeming reluctance to stand up to the owners of the club. Those that want to just go along with the club are the problem. | | | |
| FAO Some Trust Person on 13:59 - Nov 29 with 920 views | chad |
| FAO Some Trust Person on 12:26 - Nov 29 by londonlisa2001 |
Chris should be co-opted. The shake up needs to happen internally in my view
Clasie should also be co-opted.
Spratty should be as well, if she has applied (I think she said so, but not certain). |
Ha thanks Lisa. I can understand your confusion from my comments ;) but no I didn't say I had applied nor did I apply.
I did seriously consider it and started to prepare the 250 words (though they lacked the wonderful passion of Chris's - more of a brief CV and mission statement)
The limitations imposed by Board membership was the real concern for me whilst there is a majority for the status quo. Although we need to change that some way.
I really appreciate and admire all of you for stepping up, up front and hope you are all allowed to make a difference. | | | |
| FAO Some Trust Person on 13:59 - Nov 29 with 920 views | trampie |
| FAO Some Trust Person on 13:46 - Nov 29 by londonlisa2001 |
I've disagreed with Spratty on any number of occasions. But I tell you something for nothing. If they have had applications from people that have been more prepared to stand up in public and ask difficult questions I'd love to see them. I mean that quite sincerely.
I listened ages ago to te Q&A that they did with the owners (they had the recording on the Trust site) and fair play to her, she was a pretty lone voice in letting them know what she thought. And keeping on about it as well. |
Who is Spratty on here and is she a lady ? |  |
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| FAO Some Trust Person on 14:04 - Nov 29 with 911 views | chad |
| FAO Some Trust Person on 13:59 - Nov 29 by trampie |
Who is Spratty on here and is she a lady ? |
Well I am female anyway - like to think I was a lady as well | | | |
| FAO Some Trust Person on 14:11 - Nov 29 with 891 views | trampie |
| FAO Some Trust Person on 14:04 - Nov 29 by chad |
Well I am female anyway - like to think I was a lady as well |
Are you Spratty ? | |
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| FAO Some Trust Person on 14:11 - Nov 29 with 890 views | Nookiejack |
| FAO Some Trust Person on 14:04 - Nov 29 by chad |
Well I am female anyway - like to think I was a lady as well |
Shame you didn’t apply and hopefully you will stand for election to join full Trust Board at next vote.
I agree with Lisa that you were the one that stood up and challenged the Yanks | | | |
| (No subject) (n/t) on 14:14 - Nov 29 with 884 views | chad |
| (No subject) (n/t) on 13:53 - Nov 29 by londonlisa2001 |
I think that the rule is a difficult one though Chad.
Because in any Board type scenario, there's an expectation that the decisions of the board are collective and that board members shouldn't speak out about internal disagreements. Otherwise it quite quickly turns into a blame game, where individuals are singled out for who said what.
If a board member has a fundamental disagreement they should resign and explain exactly why. Infighting is never a good look, as it could enable others to cause division and turn the whole thing into a farce quite quickly. Going forward, the 'new' Trust needs to be a strong and unified voice on behalf of all fans. If the owners are presented with a split Trust, they'll just ignore it (not that they don't already).
Where the issue lies is not in that, but in a seeming reluctance to stand up to the owners of the club. Those that want to just go along with the club are the problem. |
Yep I understand and agree totally that that would be the best way forward and wonderful if we could achieve that, most especially if at the same time reflecting the views of the actual supporters represented
Certainly very important in most businesses
However this is a supporters group (as well as a business) and there should be a non destructive way of representing and discussing differences with the supporters, that we as Board members would represent, without rancour
Dream on hey | | | |
| FAO Some Trust Person on 14:19 - Nov 29 with 867 views | trampie |
What did you say to the Americans Chad ? | |
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| FAO Some Trust Person on 14:22 - Nov 29 with 863 views | chad |
| FAO Some Trust Person on 14:11 - Nov 29 by trampie |
Are you Spratty ? |
Spratty was once again debarred immediately after I mentioned in passing at the meeting before the vote, that I had not been able to bring the issues I raised at the meeting up on the website because of repeated bannings.
But yes I am the poster formally known as spratty chadders (banned a few days back after a couple of posts. Chad also banned after a couple of posts etc. etc. ad infinitum | | | |
| FAO Some Trust Person on 14:49 - Nov 29 with 818 views | chad |
| FAO Some Trust Person on 14:19 - Nov 29 by trampie |
What did you say to the Americans Chad ? |
I actually did a transcript of it because there was a lot of discussion on here about some of his responses that were quoted in the press.
It is better structured on the original post but cannot find the thread off hand so here is a copy of my post with the transcript of the exchange about 1/3rd of the way down
Trust Statement on 19:31 - Apr 12 with 713 views
Ok it was me that asked Jason these questions about the Shareholder Agreement at the meeting, so I have a fair insight into what went on….
I repeatedly pressed Jason about how we could trust them when the sale was conducted illegally in relation to the Shareholder Agreement. I was floored when he latterly very clearly said they had asked the Trust “are you interested in us acquiring your shares as well”. Phil was sat right next to Jason when he said this
Despite a rebuttal now being issued, it is a pity Phil said nothing at the time, thus giving it a sense of accuracy. It was too important for the Trust to say nothing in this situation, implicitly adding veracity to these comments, such that it was printed in local and national media with attendant implication that they were willing to buy our shares. Same for the denials over the Shareholder Agreement.
There need not have been any argument, just a simple statement in the pauses that followed at the end for e.g. just to put on record that the Trust provided a copy of the Shareholder agreement to the buyers before the sale.
I would also comment that "the members will decide" and "no offer has been made" has been used again and again on this very website when being urged to pursue a sale on the same terms as the other shareholders. The important word being PURSUE.
In reality the Trust statement does not comment on whether or not Jason actually asked the question he stated. Also if it was asked:
- what the Trusts response was
- Was the implied willingness to buy our shares on equal terms an actuality and if so why it was not negotiated by both sides to an offer — so the members may actually decide
I was taken back by Phil’s introduction when he said “we don’t see this evening as a look back at what happened at the share sale, we have had those discussions” Well no we certainly had not had that opportunity with those culpable.
I had pressed Jason so much on his knowledge of the Shareholder Agreement that I could not push on the implied offer to buy shares without taking over the meeting, which seemed unfair to others that had equally valid questions and had been bold enough to question their conduct during the sale in the first place (despite Phil instructing us at the start of the meeting that we should only look to the future). It seems fortuitous that sale conduct was addressed as the repeated questioning on this topic has thrown to open record both internal inconsistencies between answers and on the face of the Trust Statement — deviation from intention.
It is all contained in the recording of the meeting which was posted here and is on the Trust website http://www.swanstrust.co.uk/2017/04/07/audio-recording-of-trust-members-forum/
I thought given my central involvement in this it may be useful from the recording of the meeting to provide a transcript of the main 6 minute segment relating to the Shareholder Agreement so that it can clearly be seen by anyone, what was and was not said by JASON
(the comments in between labelled MY NOTE are merely my musings - I make further comments at the end of the transcript) ……
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At 59:38 on the recording — after already been told by another member that their conduct both before and after the sale was not particularly trustworthy and is the elephant in the room. Every time we ask for some real facts you are very evasive.
JASON - asked what facts we wanted to know and I interjected…….
ME Why you colluded with the sellers to keep the Trust out of it, and why you went ahead with the sale that was against the Shareholders Agreement and hadn’t met with the requirements — the legal requirements of the Shareholder Agreement.
Now you talk about heart and honesty, how can we believe that when you excluded the people who would be your main shareholders alongside you? We can’t believe that and you’ve got a big job making us believe that.
After some stuttering / superficial comments — understand your hurt great community great opportunity etc….
JASON - The majority of shares were held by shareholders other than the Trust and there was a chairman and er we engaged with the shareholders of the er club who owned almost 80% of the club and (pause) we went through the processes they thought they they directed us. Now (pause)
1:01:16 — 29 ME ??? More pushing by me difficult to pick up word for word — but if necessary this should be possible
JASON - Sure so what I would say is we certainly did not collude with these shareholders
(MY NOTE — if you worked with them to exclude the Trust — one of the main shareholders - from initial discussions / agreements, then from my understanding of the English language you most certainly did collude with them to exclude the Trust, although understand why you would want to deny this)
we had to negotiate with them they were the other side of the table
(MY NOTE — were the other main shareholders on the other side of the table, didn’t one of them attest that the main driver in this had fixed up the deal behind their back)
and we had to figure out could we acquire their shares and what price and what was the role we would play ahh
1:01:45 ME ??? — further comment by me pushing him on their actions
JASON - So in March of 2016 prior to us having er er a con
(MY NOTE - think he was going to say contract here and changed his mind and said deal — possibly because a pre-sale contract already existed at this stage and it’s admission did not look good)
a deal with any shareholders we met with the Supporters Trust. In August of 2016 well the end of July early August. 4 or so months later we consummated er a transaction with those shareholders.
(MY NOTE - consummated an interesting term - relating to enacting something to which an agreement was already in place)
So yes there was a period of time prior to March of 2016 when we were getting to know shareholders erm and we were around the club, I was. Learning about the club, learning about its history learning about how it was run, em but the first day that we formally told the Supporters Trust that we were interested in acquiring the shares. 4 months went by before we closed the transaction to buy those shares
(MY NOTE interesting again this period used as indication there was sufficient consultation with the trust, however to my recall it was well publicised that they wanted to push the sale through much quicker but there were delays — perhaps because of concerns re the shareholders agreement — also what real negotiations took place with the Trust during this time)
So erm eh I just wanted to make sure that that from our perspective maybe 4 months wasn’t enough time to communicate with the Supporters Trust prior to investing in the club maybe it should have been 6 months or 8 months
(MY NOTE — interesting admission yet as noted above the actual plan had been to conclude the sale much more quickly than it actually was)
erm but we certainly were communicating with the Trust prior to making any investment in the club.
1:02:53 — ME — but you already had done so much, you had done so much before that, which the Trust was excluded from. For instance we may in the situation, where, you may be very nice now in the situation that we are in while things are a bit in the air legally, but who knows what will happen in the future from people who excluded, the Trust.
Now we may have wanted to sell our shares. It may be a position that because we can’t do much to effect the club we could do that just as a fans group not as shareholders and we have been disadvantaged because we have not had the opportunity to sell our shares at the price that everyone else has. Because we could put that money aside and maybe save the club in future if needs be, while you went ahead.
And you know you say all the right things and I would expect nothing less from the two of you. And that is no insult or anything but you are going to say the right things aren’t you?
But obviously your interests is doing the best with the club that you can and that is great for us, but you are going to have a get out, if things go wrong, and that’s when it comes down to us the Trust. But we’ve been disadvantaged because we weren’t given first refusal for instance if we wanted to buy more shares, which was part of the Shareholder Agreement. And you knew that didn’t you? You knew about the Shareholder Agreement.
JASON - So number one em tut er we as soon as that that meeting was held with the Trust in March of 2016 erm I met with eh lawyers of the Trust and I said would you all be interested and we are four months away maybe three months six months, I didn’t know at that time, away from the transaction
Would you, are you interested in us acquiring your shares as well (murmurs from the room in response to that statement) so I did ask that question and there were four months that went by before we consummated the transaction that’s number one
Number two erm without getting into you know the details that that as best as I recall them
(MY NOTE —as best as I recall them — now you have my full attention)
We were not aware of any other arrangement where Shareholders Agreement erm with any other parties. We approached the shareholders to acquire their shares erm and when we did that erm (pause) we were not aware of any any other arrangements buddying? the parties
ME 1:05:24 So you were totally unaware of the shareholder agreement? You knew nothing of it?
JASON - It was represented to us that there was no shareholder agreement at the time that we came in to acquire the club
ME 1:05:35 but you knew there was one, but that it was told to you that it wasn’t valid? Is that correct? (pause)
Or are you saying you didn’t think there was a shareholders agreement at all
JASON — Yes
ME 1:05:50 — So you had never heard of a shareholder agreement?
JASON - so we had heard rumblings that there were different agreements between the parties, we’d never seen the document (pause)
we asked to see it
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At this point (which raises so many more questions) in the pause that follows, the original questioner comes back in, talking about faith in the sellers, which is fair enough given the admirable patience shown to my lengthy interjection.
However IMHO sticking it to Huw et al is secondary to protecting the Trust’s value in the shares. These buyers are not children led by the nose by the sellers, but hard headed businessmen who colluded with the sellers to exclude their main future partners from initial negotiations and agreements. This speaks of an arrogance and total disregard for the fans and their shareholding by both sides. It also does not bode well for the future when we have no real power to enforce any protections, so they may basically do as they wish.
IMHO the exact words and contradictions made in relation to my questions to Jason on the Shareholders agreement in this recorded meeting are of some significance. Surely they were obvious questions and were directly asked before?
In relation to other comments I specifically (well before sale completion) urged that the Trust write to the buyers, telling them that they were taking part in a sale not legally conducted, as the provisions of the Shareholders Agreement were not being adhered to. I had no doubt the buyers smart lawyers (and hence the buyers) already knew this as it was all over the forums and they would have been negligent not looking for issues there. I have no idea if the Trust did formally notify the buyers about this, but my intention was it would have cut dead any claim of being unaware.
Experience of Americans taking over significant businesses here would suggest that they are fastidious (and rightfully so) about any existing obligations that they would be buying into, especially those that would limit their control to run the business to their plans and advantage.
There seems a significant mismatch between this and the laisse faire attitude which when asked about the shareholder agreement ranged from
- “without getting into you know the details that that as best as I recall them, We were not aware of any other arrangement where Shareholders Agreement erm with any other parties”
- “It was represented to us that there was no shareholder agreement at the time that we came in to acquire the club”
- In response to question: are you saying you didn’t think there was a shareholders agreement at all - answered “yes”!
- When pressed once again to confirm they knew nothing about the Shareholder Agreement — “so we had heard rumblings that there were different agreements between the parties, we’d never seen the document”
- Then following a pause added — “We asked to see it”
Difficult to compute. You asked to see a document you did not know about and the details around which it seems you could not previously really remember. Also you are saying you did not see a copy, but had no problems pressing ahead with the sale without it.
Not buying it, and in those circumstances neither should you have been.
In fairness though I would thank Jason for answering my questions in so far as it was practical to pursue them in such a meeting — it was a far more enlightening and mannered response than I have enjoyed from our Trust in the past.
The Trust should represent the future of football in Swansea and it would be beyond negligent if the member’s serious concerns and circa £20 million (that could go a long way to ensuring the aims of the Trust) were thrown down the drain at the preference for a non speaking part at the top table.
IMHO any conflicts in the buyers statements should add support to the case for forced buyout at the original price paid to the sellers (funded by either or both, sellers and buyers, depending on their precise contribution to the prejudiced position they contrived to put the trust in vis a vie our shareholding and resultant reduction in power and saleability and thus value). We should formally press them on this and give them the opportunity to settle in full out of court, with the clear and certain intention to take legal action if a full and equitable settlement is not made.
Of course the members should decide on the sale, but should be given full and frank information on risks / rewards including the value of the sale and how it can be used to save the club in future v’s the very marginal influence we now have as shareholders (which may, to much the same net effect, be discharged as a fans group). We should consider the potential massive decrease in share value if we hold onto the shares; also the possibility of shrinking shareholding % via share dilution (even potentially concluding in forced buy out over time at much inferior terms). Both sides of the case should be clearly presented including by those that favour selling as the best option for the Trust and its fundamental aims. This would ensure fair representation from both sides.
All these issues clearly raised ad infinitum on the forums pre-sale, as were the serious limitations on any protections afforded by the Chairs dream target of 25%+ ownership, which was seen as a panacea by many (even being brought up again at this meeting). Most concerning, the vice chair pre-sale incorrectly disputed the fundamental weakness in the 25%+ ownership aim, even though it had been clearly pointed out that the majority owners could dilute our shares down again removing any protection the 25%+ holding afforded (even if we could achieve it). This misled fans into thinking 25% was an ongoing safe haven.
Note re share dilution
- The issuing of new shares (resulting in share dilution — i.e. a reduction in % of the company owned by the shareholders existing shares) is a valid method to create capital and an alternative to taking out loans.
- Given their holding / voting rights our new owners have the power without our approval to issue new shares and buy the large majority of them themselves.
- We may also buy a number of new shares in proportion to the percentage of our existing holding (meaning overall we would maintain our % shareholding) but need the funds to do this
- If we do not have the funds to do this (and currently we do not), our allocation may be bought by the new owners or others. The additional shares issued and bought by others would mean that although we owned the same number of shares as previously, they now equate to a smaller percentage of the company
- Over time if our shareholding % falls below a certain level it is possible we could be forcibly bought out if the majority holding wanted to do that for any reason | | | |
| FAO Some Trust Person on 15:45 - Nov 29 with 758 views | trampie |
| FAO Some Trust Person on 14:22 - Nov 29 by chad |
Spratty was once again debarred immediately after I mentioned in passing at the meeting before the vote, that I had not been able to bring the issues I raised at the meeting up on the website because of repeated bannings.
But yes I am the poster formally known as spratty chadders (banned a few days back after a couple of posts. Chad also banned after a couple of posts etc. etc. ad infinitum |
I also used to get regularly banned for here for Porthcawl as well, certain people want to control the parameters of the debate and therefore control the debate, very sad. | |
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| FAO Some Trust Person on 15:49 - Nov 29 with 748 views | trampie |
| FAO Some Trust Person on 15:45 - Nov 29 by trampie |
I also used to get regularly banned for here for Porthcawl as well, certain people want to control the parameters of the debate and therefore control the debate, very sad. |
Just read your post answering me when I asked 'what did you say to the Americans ?'.
Top work Chad, excellent fairplay, I take my hat off to you.  | |
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