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Answers questions about the Trust's Legal Claims and Request for Mediation 12:50 - Sep 15 with 6264 viewsDarran

Q: What has happened so far?

A: Following the majority owner, at the end of last year, breaking off negotiations to buy part of the Trust’s shareholding in the company which owns the Club (which we’ll call ‘2002 Limited’ for short), the Trust Board instructed lawyers to review the factual background, from the formation of the Trust to 2016 and beyond, and to consider the Trust’s legal position with regard to the 2016 sale and its aftermath.

This resulted in a detailed chronology being prepared and a Claim Letter being sent on behalf of the Trust to the majority owner, Huw Jenkins and others on 18 May 2018, setting out the Trust’s legal claims. This was in order to comply with a standard Direction from the High Court as to what claimants must do before they commence court proceedings. That includes trying to resolve claims with intended defendants at an early stage by negotiation, mediation or other methods that avoid court proceedings.

The Trust’s lawyers therefore proposed mediation, but that was rejected by the majority owner. In spite of that proposal being repeated with further explanation, no further response to it has been received.

According to the Court Direction, intended defendants who receive a Claim Letter must respond to it within a reasonable time and no later than 3 months in a very complex case. The majority owner, through its lawyers, stated that it would provide a reply letter within that 3 month period, but did not do so and shows no sign of doing so. It is clear, therefore, that the majority owner is in breach of the Court Direction.

The other intended defendants, including Huw Jenkins, have also failed to comply with the Court Direction in not providing a response letter within the required period.

Recently, the majority owner has suggested a confidential meeting with the Trust and that possibility is being discussed between the respective lawyers. No indication has been received of what the majority owner wishes to discuss. It is not clear whether it is intended that Huw Jenkins and others should also take part.

A confidential meeting took place many weeks ago between members of the Trust Board, Huw Jenkins and Martin Morgan. Since then, the lawyer acting for them and some other former shareholders has approached the Trust’s lawyers, more than once, to propose a further meeting, but when our lawyers responded with suggested dates, no reply was received.

Q: Against whom are the Trust’s claims made?

A: The Claim Letter was sent to:

the majority owner (Swansea Football, LLC)
other listed shareholders, namely:

OTH 2015 Limited
Martin Morgan
Louisa Morgan
David Morgan
Huw Jenkins
Bulk Vending Systems Limited
Brian Katzen

Jason Levien
Steve Kaplan
Leigh Dineen
2002 Limited (as required by law).

Q: What is the Trust claiming?

A: There are several legal claims, including:

That since the sale of a controlling interest to the majority owner, the affairs of 2002 Limited have been conducted in a manner that is unfairly prejudicial to the interests of the Trust as a shareholder. For example, the Trust was excluded from the share sale and from a new Shareholders’ Agreement between the majority owner and the other remaining shareholders as to how the company is to be managed. If it reached Court and the Court agreed with the Trust, it could (amongst other options) order the majority to purchase all or part of the Trust’s shares for a reasonable price (which the Trust would argue is that which Huw Jenkins and others received).



That the 2002 Shareholders Agreement, which had been operated for many years and accepted as valid and binding, was breached by virtue of the Trust not being given first refusal to purchase any of the shares sold in 2016, by new Articles of Association being adopted without the Trust’s consent and by non-observance of an implied duty of ‘good faith’ between shareholders (e.g. the other shareholders excluded the Trust from knowledge of and participation in negotiations with Jason Levien and Steve Kalpan for the sale of shares to the present majority owner).



That Huw Jenkins and others made misstatements which caused the Trust loss, for which the Trust is entitled to damages, namely that the Trust did not wish to sell any shares and that there was no existing Shareholders Agreement of binding effect.

Although those in receipt of the Claim Letter have not provided the required response letters, it is understood that they deny the claims.

Q: What is mediation? What is the effect of the majority owner refusing it?

A: Mediation is a type of voluntary negotiation in which an independent mediator tries to assist parties to reach an agreement to resolve their disputes. The mediator does not make a decision as to who is right or wrong and cannot force the parties to enter into an agreement. Mediation has a high success rate.

As mediation is voluntary, the majority owner cannot be forced to mediate. However, the Court may punish an unreasonable refusal to mediate, if the stage of court proceedings is reached, by imposing costs sanctions. The Trust considers that the refusal of the majority to mediate is unreasonable and that the failure of Huw Jenkins and others to respond to the proposal is also unreasonable.

Q: What happens next?

A: Due to the refusal of the majority owner to produce a copy of the 2016 Share Sale and Purchase Agreement, as well as some other relevant documents, the Trust has instructed its lawyers to make an application to the High Court for an order for ‘pre-action disclosure’. That is likely to be issued within the next 10 days.

The Trust Board remains willing to mediate or negotiate in good faith, but there has been much delay by the intended defendants and the Trust’s claims cannot remain unresolved for much longer. The Trust’s Board and lawyers are making plans for litigation, should it become necessary, and there will be a full consultation of the members before any decision is taken.


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Answers questions about the Trust's Legal Claims and Request for Mediation on 14:42 - Sep 15 with 3252 viewsSmellyplumz

Gen question.. Why is this coming through you Daz? I hope that Huw loses every penny he's made or if the club on this court case.

""Although I cannot promise or predict the future, I can guarantee one thing - the current board of directors will always fight, as we have done over the last 12 years, to work together as one with the Supporters Trust to make 100% sure that Swansea City football club remains the number one priority in all our thoughts and in every decision we make."
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Answers questions about the Trust's Legal Claims and Request for Mediation on 16:05 - Sep 15 with 3213 viewsQJumpingJack

Why is David Morgan listed? I thought he left the board years ago?
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Answers questions about the Trust's Legal Claims and Request for Mediation on 17:16 - Sep 15 with 3144 viewsWingstandwood

Thanks for that Darren! It does rather look like SCST has because of previous shenanigans from Yanks, Jenkins and sell-outs developed a once bitten twice shy mindset....Looks like its playing a very astute, streetwise and wise legal strategy.

I wonder if the scumbags that they're up against have been completely wrongfooted by that? It can be extremely difficult to hold fire and refrain from pulling the trigger at times. The Trust seems to be playing an extremely clever game of patience.

Looking at the information posted really does ram home what a treacherous, untrustworthy and conniving bunch of absolute snakes its dealing with.
[Post edited 15 Sep 2018 17:25]

Argus!

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Answers questions about the Trust's Legal Claims and Request for Mediation on 17:53 - Sep 15 with 3075 viewsjacabertawe

Answers questions about the Trust's Legal Claims and Request for Mediation on 17:16 - Sep 15 by Wingstandwood

Thanks for that Darren! It does rather look like SCST has because of previous shenanigans from Yanks, Jenkins and sell-outs developed a once bitten twice shy mindset....Looks like its playing a very astute, streetwise and wise legal strategy.

I wonder if the scumbags that they're up against have been completely wrongfooted by that? It can be extremely difficult to hold fire and refrain from pulling the trigger at times. The Trust seems to be playing an extremely clever game of patience.

Looking at the information posted really does ram home what a treacherous, untrustworthy and conniving bunch of absolute snakes its dealing with.
[Post edited 15 Sep 2018 17:25]


You are too polite in your descriptions. Seriously.

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Answers questions about the Trust's Legal Claims and Request for Mediation on 18:03 - Sep 15 with 3045 viewsWingstandwood

Answers questions about the Trust's Legal Claims and Request for Mediation on 17:53 - Sep 15 by jacabertawe

You are too polite in your descriptions. Seriously.


Yep! I do rather get the impression to coin a saying the Trust is "speaking softly but carrying a big stick" it sort of rubbed off on myself!

Yep! Snakes is too polite a term for the despicable JTAK impostor filth Jenkins, Dinnen, Morgan and Co that have 'infiltrated' the club under false pretences i.e. claiming to be supporters.

Argus!

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Answers questions about the Trust's Legal Claims and Request for Mediation on 18:53 - Sep 15 with 2934 viewsJoe_bradshaw

Answers questions about the Trust's Legal Claims and Request for Mediation on 14:42 - Sep 15 by Smellyplumz

Gen question.. Why is this coming through you Daz? I hope that Huw loses every penny he's made or if the club on this court case.


I suppose because Darran happened to post it first. We all had the email around lunchtime.

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Answers questions about the Trust's Legal Claims and Request for Mediation on 18:53 - Sep 15 with 2932 viewslonglostjack

Confidential meeting? No way. That’ll just lead to members being kept out of the loop. Well done to the Trust for following due legal process. Keep it all transparent.

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Answers questions about the Trust's Legal Claims and Request for Mediation on 18:58 - Sep 15 with 2915 viewsDarran

Answers questions about the Trust's Legal Claims and Request for Mediation on 14:42 - Sep 15 by Smellyplumz

Gen question.. Why is this coming through you Daz? I hope that Huw loses every penny he's made or if the club on this court case.


Phil ordered me to post it.

©️The Res 2018.

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Answers questions about the Trust's Legal Claims and Request for Mediation on 19:01 - Sep 15 with 2909 viewsmonmouth

Answers questions about the Trust's Legal Claims and Request for Mediation on 18:03 - Sep 15 by Wingstandwood

Yep! I do rather get the impression to coin a saying the Trust is "speaking softly but carrying a big stick" it sort of rubbed off on myself!

Yep! Snakes is too polite a term for the despicable JTAK impostor filth Jenkins, Dinnen, Morgan and Co that have 'infiltrated' the club under false pretences i.e. claiming to be supporters.


'Filth' is accurate, in a truly shit way.

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Answers questions about the Trust's Legal Claims and Request for Mediation on 19:16 - Sep 15 with 2855 viewswaynekerr55

Answers questions about the Trust's Legal Claims and Request for Mediation on 14:42 - Sep 15 by Smellyplumz

Gen question.. Why is this coming through you Daz? I hope that Huw loses every penny he's made or if the club on this court case.


Badlands was unavailable for comment

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Answers questions about the Trust's Legal Claims and Request for Mediation on 19:35 - Sep 15 with 2807 viewsShaky

I am somewhat concerned to read this.

First of the claims related to the breach of the shareholders agreement specifically the failure to activate the right of first of refusal mechanism, is a technicality and a waste of time, as far as i'm concerned.

As far as i can see the same goes for the matter of the approval of the new articles, which was duly approved by the super-majority required under the Companies Act. This is highly tenuous at best with no sanction of any significance available in the unlikely event the Trust wins.

Furthermore, as I have mentioned before as I see it arguing that the shareholders' agreement is valid actually damages the Trust's unfair prejudice action.

I wonder if the lawyer advising on this mediation process actually understands this? Especially since the Q&A references defendants which is not the customary term used in civil cases (respondent).

No doubt the sellers have been taking the piss, and I can understand there is a wish from some to set the record straight. But without any clear benefits to the Trust as a whole, that is merely an exercise in cock waving taking place on uncertain legal grounds as far as I can see.

Let it go, and focus on the important matters at hand, which also becomes significantly easier if you don't get into a protracted he said/she said slanging match with the other side; there simply isn't any tangible upside to pursuing most of that stuff. Only downside!

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Answers questions about the Trust's Legal Claims and Request for Mediation on 19:40 - Sep 15 with 2787 viewsEasternJack

Finally

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Answers questions about the Trust's Legal Claims and Request for Mediation on 04:09 - Sep 16 with 2560 viewsE20Jack

Shaky actually making a sensible post, wow.

The fact he has had to piggy back off what I have been saying since Day 1 probably has a lot to do with it, but plagiarism or not - it’s a step in the right direction.

Well done.

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Answers questions about the Trust's Legal Claims and Request for Mediation on 09:25 - Sep 16 with 2454 viewsSmellyplumz

Answers questions about the Trust's Legal Claims and Request for Mediation on 18:58 - Sep 15 by Darran

Phil ordered me to post it.

©️The Res 2018.


Thank you old buddy

""Although I cannot promise or predict the future, I can guarantee one thing - the current board of directors will always fight, as we have done over the last 12 years, to work together as one with the Supporters Trust to make 100% sure that Swansea City football club remains the number one priority in all our thoughts and in every decision we make."
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Answers questions about the Trust's Legal Claims and Request for Mediation on 09:36 - Sep 16 with 2421 viewsLoyal

Answers questions about the Trust's Legal Claims and Request for Mediation on 16:05 - Sep 15 by QJumpingJack

Why is David Morgan listed? I thought he left the board years ago?


Didn't he sell his shares but retain a lurking presence within the club?

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Answers questions about the Trust's Legal Claims and Request for Mediation on 09:40 - Sep 16 with 2406 viewscostalotta

Answers questions about the Trust's Legal Claims and Request for Mediation on 19:35 - Sep 15 by Shaky

I am somewhat concerned to read this.

First of the claims related to the breach of the shareholders agreement specifically the failure to activate the right of first of refusal mechanism, is a technicality and a waste of time, as far as i'm concerned.

As far as i can see the same goes for the matter of the approval of the new articles, which was duly approved by the super-majority required under the Companies Act. This is highly tenuous at best with no sanction of any significance available in the unlikely event the Trust wins.

Furthermore, as I have mentioned before as I see it arguing that the shareholders' agreement is valid actually damages the Trust's unfair prejudice action.

I wonder if the lawyer advising on this mediation process actually understands this? Especially since the Q&A references defendants which is not the customary term used in civil cases (respondent).

No doubt the sellers have been taking the piss, and I can understand there is a wish from some to set the record straight. But without any clear benefits to the Trust as a whole, that is merely an exercise in cock waving taking place on uncertain legal grounds as far as I can see.

Let it go, and focus on the important matters at hand, which also becomes significantly easier if you don't get into a protracted he said/she said slanging match with the other side; there simply isn't any tangible upside to pursuing most of that stuff. Only downside!


Excellent points raised. There is of course another explanation. When fighting any type of battle it’s best to keep your cards as close to your chest as possible, so they don’t see you coming. As my dad used to say, then arrive with smiles. What we need is for them to have as little info as possible about what’s coming. Misinformation is a powerful tool.

Oh, by the way please ignore error20 and don’t let this thread descend into the usual b llocks.
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Answers questions about the Trust's Legal Claims and Request for Mediation on 09:46 - Sep 16 with 2389 viewsUxbridge

Answers questions about the Trust's Legal Claims and Request for Mediation on 19:35 - Sep 15 by Shaky

I am somewhat concerned to read this.

First of the claims related to the breach of the shareholders agreement specifically the failure to activate the right of first of refusal mechanism, is a technicality and a waste of time, as far as i'm concerned.

As far as i can see the same goes for the matter of the approval of the new articles, which was duly approved by the super-majority required under the Companies Act. This is highly tenuous at best with no sanction of any significance available in the unlikely event the Trust wins.

Furthermore, as I have mentioned before as I see it arguing that the shareholders' agreement is valid actually damages the Trust's unfair prejudice action.

I wonder if the lawyer advising on this mediation process actually understands this? Especially since the Q&A references defendants which is not the customary term used in civil cases (respondent).

No doubt the sellers have been taking the piss, and I can understand there is a wish from some to set the record straight. But without any clear benefits to the Trust as a whole, that is merely an exercise in cock waving taking place on uncertain legal grounds as far as I can see.

Let it go, and focus on the important matters at hand, which also becomes significantly easier if you don't get into a protracted he said/she said slanging match with the other side; there simply isn't any tangible upside to pursuing most of that stuff. Only downside!


Key word of course in that para was several.

I probably shouldn't get in to this on here, but I'll address the final point. I really can't see how sending information to the members makes things more difficult. We have a duty to provide such information, and Dar is very naughty in ignoring that first para in the mail. With regards to the relationship, both in terms of settling the claims and ongoing working relationship, then I don't really think such a thing would be worsened.

For the purposes of clarity, and I know for a fact that such threads will be read by all sorts, the Trust will of course remain open for all dialogue. We are the ones who asked for mediation to resolve the issue without going to court. We are the ones asking for information to perform our duties as stewards of our football club but not, as yet, having a way of obtaining that agreed. Sitting around, waiting and hoping, isn't going to cut it though. The relationship isn't terminal, legal action isn't inevitable and the position of the Trust within the Club isn't irretrievable but it isn't the Trust that needs to move or tone things down. The sooner things move the better IMO.

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Answers questions about the Trust's Legal Claims and Request for Mediation on 09:48 - Sep 16 with 2371 viewsUxbridge

Answers questions about the Trust's Legal Claims and Request for Mediation on 09:36 - Sep 16 by Loyal

Didn't he sell his shares but retain a lurking presence within the club?


He was a share holder. Literally.

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Answers questions about the Trust's Legal Claims and Request for Mediation on 10:24 - Sep 16 with 2304 viewschad

Answers questions about the Trust's Legal Claims and Request for Mediation on 19:01 - Sep 15 by monmouth

'Filth' is accurate, in a truly shit way.


A busted flush

And as we all know no matter how hard one of those trys to wash away its sh1t it is still there for all to see ;)
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Answers questions about the Trust's Legal Claims and Request for Mediation on 10:57 - Sep 16 with 2244 viewsblackswan

Answers questions about the Trust's Legal Claims and Request for Mediation on 19:35 - Sep 15 by Shaky

I am somewhat concerned to read this.

First of the claims related to the breach of the shareholders agreement specifically the failure to activate the right of first of refusal mechanism, is a technicality and a waste of time, as far as i'm concerned.

As far as i can see the same goes for the matter of the approval of the new articles, which was duly approved by the super-majority required under the Companies Act. This is highly tenuous at best with no sanction of any significance available in the unlikely event the Trust wins.

Furthermore, as I have mentioned before as I see it arguing that the shareholders' agreement is valid actually damages the Trust's unfair prejudice action.

I wonder if the lawyer advising on this mediation process actually understands this? Especially since the Q&A references defendants which is not the customary term used in civil cases (respondent).

No doubt the sellers have been taking the piss, and I can understand there is a wish from some to set the record straight. But without any clear benefits to the Trust as a whole, that is merely an exercise in cock waving taking place on uncertain legal grounds as far as I can see.

Let it go, and focus on the important matters at hand, which also becomes significantly easier if you don't get into a protracted he said/she said slanging match with the other side; there simply isn't any tangible upside to pursuing most of that stuff. Only downside!


The original articles of association were agreed by the original shareholders and the fact it was ignored was definitely against a minority shareholders interest.
As you rightly say the second m a.a the majority holders had enough shares to put through what they liked but again the fact that they trust haven't had a copy is against a minority shareholders interest. So what next from the majority holders the trust being given just the minimum accounts information I.e what is put on public display on companies house giving no detail of how costs were incurred? Personally I would like to know about any consultancy fees or management fees and a break down of playing and other wages as I can't get my head around that in seven years around £1000,000,000 has been received and we are in a mess
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Answers questions about the Trust's Legal Claims and Request for Mediation on 11:29 - Sep 16 with 2170 viewsNookiejack

One wonders if Huw Jenkins and Leigh Dineen (via alleged consultancy fees) have been given alleged guaranteed packages regardless of performance, as part of the deal to sell their shares, is also unfairly prejudicial to the Trust. Interesting if sale documentation shows this.
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Answers questions about the Trust's Legal Claims and Request for Mediation on 11:41 - Sep 16 with 2152 viewsNookiejack

Answers questions about the Trust's Legal Claims and Request for Mediation on 19:35 - Sep 15 by Shaky

I am somewhat concerned to read this.

First of the claims related to the breach of the shareholders agreement specifically the failure to activate the right of first of refusal mechanism, is a technicality and a waste of time, as far as i'm concerned.

As far as i can see the same goes for the matter of the approval of the new articles, which was duly approved by the super-majority required under the Companies Act. This is highly tenuous at best with no sanction of any significance available in the unlikely event the Trust wins.

Furthermore, as I have mentioned before as I see it arguing that the shareholders' agreement is valid actually damages the Trust's unfair prejudice action.

I wonder if the lawyer advising on this mediation process actually understands this? Especially since the Q&A references defendants which is not the customary term used in civil cases (respondent).

No doubt the sellers have been taking the piss, and I can understand there is a wish from some to set the record straight. But without any clear benefits to the Trust as a whole, that is merely an exercise in cock waving taking place on uncertain legal grounds as far as I can see.

Let it go, and focus on the important matters at hand, which also becomes significantly easier if you don't get into a protracted he said/she said slanging match with the other side; there simply isn't any tangible upside to pursuing most of that stuff. Only downside!


Isn’t it the case that a group of shareholders worked together to achieve considerable successs over 13-14 year period , with no one shareholder allegedly being allowed to have more than 25% stake. Howevee that relationship broke down and all shareholders except the Trust - changed the articles just before the Sale - to leave any minority shareholder in a totally illiquid position in respect of future sale of their shares. Those shares then being totally worthless under the new Articles.

But then all the other shareholders sell their shares - without the Trust being told/excluded from the sale process - so it was only the Trust left if an illiquid position.

So o can understand the ‘several’ point being made.

It seems clear to me that this has been totally unfairly prejudicial to the Trust.
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Answers questions about the Trust's Legal Claims and Request for Mediation on 11:53 - Sep 16 with 2125 viewsNookiejack

My gut feeling is the Yanks are relying on the warranty given by the selling shareholders- to say there was no Original Shareholders Agreement. Hence why Huw Jenkins instructed his lawyer to contact the Trust just before the sale - to get Trust to sign this off for ,did someone previously say,for 2 seats on the Board or something like that).

If anything I would see an equitable settlement as the Selling Sharehilders actually buy the Trust out, from their proceeds.

The Yanks were prepared to pay £68m for a controlling stake and relied on the warranty.

The selling shareholders received £68m so why don’t they offer to buy out the Trust proportionally, as if the Trust were originally included in the deal? The Trust would receive say £15m - £16m and be left with 5% stake (same as Huw Jenkins and Martin Morgan/ex wife) - which would leave Trust with seat on Board.

The Selling Shareholders would be left with £53m and how much money do you really need?
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Answers questions about the Trust's Legal Claims and Request for Mediation on 12:04 - Sep 16 with 2099 viewsNookiejack

Answers questions about the Trust's Legal Claims and Request for Mediation on 11:53 - Sep 16 by Nookiejack

My gut feeling is the Yanks are relying on the warranty given by the selling shareholders- to say there was no Original Shareholders Agreement. Hence why Huw Jenkins instructed his lawyer to contact the Trust just before the sale - to get Trust to sign this off for ,did someone previously say,for 2 seats on the Board or something like that).

If anything I would see an equitable settlement as the Selling Sharehilders actually buy the Trust out, from their proceeds.

The Yanks were prepared to pay £68m for a controlling stake and relied on the warranty.

The selling shareholders received £68m so why don’t they offer to buy out the Trust proportionally, as if the Trust were originally included in the deal? The Trust would receive say £15m - £16m and be left with 5% stake (same as Huw Jenkins and Martin Morgan/ex wife) - which would leave Trust with seat on Board.

The Selling Shareholders would be left with £53m and how much money do you really need?


PS

So for example if I received £5m as a selling shareholder I walk away with £4m.

Or if £10m I walk away with £8m?

Club can then start healing the wounds and move on.
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Answers questions about the Trust's Legal Claims and Request for Mediation on 13:13 - Sep 16 with 1995 viewsGaryjack

I didn't get an e-mail!
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