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|Share sale2007 (part two)|
at 09:29 17 Jan 2018
By the 30th November 2007 ,the club's fortunes had changed completely.They had moved to the Liberty on the 23rd July 2005 and in the 2007 season under Martinez were destined to win the first division and get promoted to the Championship.Crowds were flocking to the Liberty and the Club's financial prospects and position was completely different to the dark days when the first shares were acquired only four years previously.
The total shareholding of the club amounted to £488,500 and it was decided to double the amount by a new issue of shares which were recorded on th 30th November 2007..This was meant to introduce money into the successful club to enable it to continue with its unprecedented success.Unfortunately very little of the £471,500 worth of shares issued actually resulted in new investment into the club.
Morgan,together with Katzen and partner to a lesser extent, had been lending the club money.The loans had been lent over a period of years and had reached a total of £342,716. This may sound very generous but Morgan was a very rich man and he knew that by lending money in this way based on securities he was unlikely to lose any of it, whilst at the same time he was obtaining a power base.
Because the shares were offered at par(this meant that they were valued exactly the same as when the original shares were issued), they represented tremendous value.The Morgans at this point only owed 10% of shares previously issued, but persuaded the other shareholders to allow him to transfer his loan for shares on a £1 for £1 basis.
Suddenly the Trust became aware of what was happening, and realised that unless they virtually matched Morgan with additional investment, their shareholding percentage would decrease dramatically.Other shareholders also saw the dangers, including that of a possible takeover by Morgan, and it was agreed that no shareholder should hold more than twenty four per cent.It was also agreed that the Trust who only had £60,000 to invest should be given time to raise the further £40,000 that was needed to maintain their percentage share..By doing this the Trust created a situation for themselves which virtually stopped them being allowed to increase their shareholding in the future to the magical 25% plus, which would have prevented special resolutions to be made to water down their shares by new share issues.
The opportunity to purchase additional shares was restricted to existing shareholders, who all, with the exception of Mel Nurse and Van Zweden took full advantage to the extent that they were allowed, or their pockets allowed them to.It was at this point that Dineen acquired an extra 40,000 shares which would eventually make him £4m.
Shares acquired by the 30th November 2007 issue were as follows.
Katzen and partner £88,500
Trust £60,000 (plus a further £40,000 on the 12th October 2009)
The beauty of the above as far as the Morgans were concerned was that they became the largest shareholderswith 23.5 % and all the additional shares were acquired through transfers of his existing loans.
The fact is that the club did not benefit cash flow wise from the whole of the issue as was the original intention.Of the £471,500 share value issued, only £128,784 was received in the end as a cash injection, as the whole of the remaining £342,716 was used for the repayment of Morgan and Katzen loans either directly or through the issue of shares.None of these loans were legally repayable at that time.
From this point onwards it would be fair to assume that all the shareholders knew that they had shares worth considerably more than their original cost or loan transfer value.
In November 2012 Nurse cashed in his £50,000 of shares, the club buying them directly from him for £400,000.With this transaction disappeared all hope of the Trust acquiring any more shares.There was one specific reason for this.All the shareholders would have known or been told, that the saleable value of the club, and therefore of their shares would have been considerably less if they were selling less than 75%.
From November 2007 everything changed.In my opinion Morgan should never have been allowed to increase his shareholding as he did and in the way that he did. From that point onwards Katzen, Morgan and Jenkins had the controlling interest between them
To suggest that the original directors received justifiable rewards for helping the club at its hour of need is simply not true , particularly in the case of Morgan and Dineen.
That they all agreed to sell in the way they did by excluding the Trust can never be justified.
They knew what they were doing from 2007 onwards.
The rewards they had were out of all proportion to their investments.It was not based on accounts at that time but based on player valuations.That was akin to asset stripping regardless of consequences.
|The 2007 share issue (part one)|
at 06:15 17 Jan 2018
There have been many attempts to justify the original shareholders decision to sell their shares,and to understand how and why the Trust was not part of this sale.What seems to have been missed is the importance of the increase in issued shares in 2007.
It was at this point that I believe the relationship between the Trust and their fellow shareholders changed forever.
One of the major excuses for the sale on behalf of the original shareholders is that they invested their money when times were bad and deserved their rewards.
However, with a few exceptions , most of the original investments represented only part of their individual shareholdings,as substantial additional shares were acquired in 2007 when the club's financial position had improved dramatically.
Also it should always be remembered that the greatest 'investors' in 2002 were the creditors who accepted a write off in their debt of £1.5m to allow the club to continue in business, and shared only £85,000 as a result.
The first recorded meeting of the Trust took place in November 2001 with Kevin Johns as chairman, Mel Nurse in attendance, Nigel Hamer in charge of fundraising and Mal Pope There to give a song at the end.The meeting was basically to promote the start of the Trust with the idea that it should become a shareholder in the new Swansea City..By the following November the Trust was accumulating money, and a very generous donation of £10,000 had been received from a Gareth Keen.
By this time Leigh Dineen had got involved to the extent that he was voted Chairman.
The initial share issue as recorded in the Company Return of the 12th April 2003 showed that the new Swansea City had received investment income of £418,500 in return for shares.The full list of subscribers was as follows.
Mel Nurse £50,000
Huw Jenkins £67,000
Van Zweden £50,000
Katzen (and Crevoiserat) £111,500
Robert Davies, who was connected with the Ospreys purchased £50,000 of shares shortly afterwards (reported November 2003)
Whilst it should be accepted that all the above were risking their money at a time when Swansea were in dire straits.Relegation from the football league remained a threat until the defeat of Hull on the 3rd May 2003.
Of the above names Katzen and partner admitted that they were speculators.The rest however genuinely invested to save the club.The amounts however were not huge, and compared to the creditors losses were small in comparison.Also most were to immediately benefit from their investments either by gaining position at the club or through profitable future business transactions.
Morgans investment in particular was careful.A very wealthy man, £50,000 was a speck in the ocean for him.
The Trust therefore had invested more than any other shareholder with the exception of Katzen and partner.It was agreed that they should appoint a Trust representative to the Club Board.Their first big mistake was appointing Dineen.He not only had shares himself , by he was also made Vice Chairman of the club alongside Huw Jenkins Chairmanship.
At one time therefore he was the Trust Chairman,the Board representative and Vice Chairman of the football club.In addition he probably had the contract for supplying goods from his own company Bulk Vending Limited. This was conflict of interests at its very worst! Under his influence the Trust developed as a supporters organisation and not as a shareholders one..Even though by August 2004 the Trust had invested a further £20,000 to raise their investment to £100,000 which was a percentage holding of 20.5% no more shares were bought until 2007. At a time when the Trusts influence should have been at it's greatest they allowed the opportunity to strengthen their shareholding past the magic 25 % to pass them by..No shareholders agreement was made.The Trust could probably have written their own at this time and it would have been accepted.The major players were all singing off the same key-- moving things forward for the good of the club.
Although Dineen resigned as Trust Chairman on the 20th November 2003 he remained as the Trusts Board representative until 2006.Incidentaly Phil Sumbler did not join the Trust committee until 2004 ,but he became the Trust Chairman the following year, a position he held until very recently.
We now come to the very important happenings which changed the Trusts position completely.The events leading up to the issuing of further shares on the 30th November 2007.
(Part two to follow)
|The Trust should be fully involved in the Liberty transfer before it is too late|
at 17:28 25 Oct 2017
The Trust has come in for considerable criticism over the last few years, some justified,some most certainly not.
I have posted a number of threads on here over a number of years predicting events such as the takeover, the bypassing of the Trust on the sale of shares,warnings about Jenkins , when it was very much against the Trust and most supporters opinions and before even people like Shaky got involved.
Again since the takeover I have warned about the sale of the Liberty lease .It is not a short term transfer ,it appears to be for forty years. In football terms this is almost a lifetime transfer.Although in name it is being transferred to the football club, in reality of course it is being transferred to the American syndicate that has not put a penny into the club itself, has its controlling shares in an anonymous American company, and who cannot wait to obtain control of the lease to sell it on with the football club for personal gain.
Anyone who really believes that the Americans are buying the lease from their own funds and for the purpose of extending capacity are living in cloud cuckoo land.
It will be purchased either by loans or funds built up in the football club from transfer surplus's or by increasing the indebtedness of the club by a mortgage on the lease itself.
The long term effects of this lease transfer could be devastating for the future wellbeing of the club itself and for the people of Swansea.
Whilst it is admirable that the Trust has as its objective the wellbeing of football in Swansea, I am both appalled and absolutely disappointed that there has been so little communication and action by the Trust on this issue.
As far as I am aware two of the representatives for the football club in negotiating the sale of the lease from the joint ownership of the football rugby and council partnership are Jenkins and Dineen.
Whilst in reality because of their minority shareholding there was little that could be done about the sale of shares, I always felt that if the Trust were wary about this lease transfer they could have had more success in stopping it happening by rousing public opinion against it and influencing the Council.
I believe that one of the main reasons that Jenkins has continued in his job, has been to ensure the safe passage of the lease transfer.
Also I am beginning to wonder from what has recently been posted on here whether any delay in paying the Trust the agreed share amount, is to ensure that the lease purchase goes through without opposition from the Trust.
The Liberty has been an integral part of the success of Swansea Football Club over the last fourteen years.
To risk transferring the lease ownership to these people from what has been a non profit making partnership without due diligence by the Trust and a full explanation of why the Trust thinks it is a good idea , is frankly appalling, especially after the shortcomings regarding the Share sales by their fellow shareholders .
The transfer of ownership of this lease with the subsequent rental charges to the football club, and the probability of debt is prime, in my opinion , to the Trusts main objective.
|The change of accounting year end has restricted our transfer time .|
at 09:10 24 Jul 2017
Last year in the first week of August we sold two of our best player,Williams and Ayew for £31m.
Some of that money was then spent on acquiring replacements.Of these, two, Mawson and Llorente eventually proved to be excellent purchases , whilst others like Borja and Van Der Hoorn turned out the opposite.
What these transfers did however was to disrupt the team to the extent that in our first 19 games in the Premiership we won only 2 matches.It also led to the sacking of 2managers and a fight against relegation for the rest of the season.
It does not appear that we have learnt our lesson.
The uncertainty regarding our two best players Sigurdsson and Llorente ,could well see them being sold with weeks to go before the start of this season, with again little time to acquire replacements.
However good a manager we have in Paul Clement or anyone else for that matter, means that they start the season with a huge disadvantage. They have a team that has lost its best players, and new players who have to blend with the rest of the team, who themselves must feel tremendous uncertainty regarding their own positions and style of play.
So why are we putting the team, the manager, and the success of the club through this torture again?
Is it for accounting reasons?
Two years ago we changed our accounting year end from 31May to 31st July.
Is this now the reason that we leave our big sales to August.
By doing this the profit from these sales comes into a new accounting year and Corporation tax is paid on profits a year later.
If we sold Sigurdsson before the end of July the profit on his sale of say £40m (sale proceeds less amortised value) would be added to the profit of £30m made on the Williams and Ayew sale at the beginning of the accounts year. Corporation Tax on the £40m could amount to £8m which would have to be paid by the 1st May 2018. By selling him next week in August the Corporation Tax is due for payment on the 1st May 2019 . For those who think spending the proceeds on new players would save that tax are incorrect because even if the £40 m was spent on new players only amortisation based on a percentage of the length of their contracts could be charged in the yearly accounts.
So by changing the accounting year we have forced our transfer dealing into a very short period in August.Next year will be the same as if Sigurdsson is sold his profit will affect our sales and spend prior to July 31st 2018.
|Liberty Lease.. Dineen and Jenkins are representing the club!|
at 10:51 20 Feb 2017
The present company that was granted a fifty year lease to run the Liberty Stadium on behalf of Swansea City, the Ospreys, and the Council is Swansea City Management Company reg number 05176687.
Three of the directors representing Swansea City in this Company are Huw Jenkins,Chris Pearlman (appointed 19/12/16) and a certain L A John Dineen!
The current set up of the Company appears to be very much in Swansea City's favour.
Of gate receipts collected by the Company of £5.130380 in the last published accounts to 31st May 2015, the total charged by the company amounted to only £306468. Even with an apparent charge to the Premier Club of £340112 ,these are not substantial charges considering the Company has to pay for the upkeep of the ground and facilities etc. The Company also receives income from the Ospreys of £73695 on collected turnover of £608396.(Incidentally this amount was erroneously shown in note 26 of the Association accounts by Deloittes as being the football clubs payment when in the Stadium accounts it is shown as Osprey gate collection receipts.)
My point is that the Stadium Management Company represents a very good deal at present forSwansea city Football Club.
Is this agreement now going to be scuppered (and under the terms of the lease it can only be done with the agreement of the Club,the Ospreys and the Council) , because we are represented by Dineen,Jenkins and Pearlman. We know the first two have put their own financial interests in front of the club's by their deviousness over the share deal.Pearlman obviously will have the American investors best interests foremost.
Are we being stitched up on this.
|Sale of Liberty.The Trust should be involved now.|
at 04:05 19 Feb 2017
The papers are making great ploy about the fact that the Liberty lease is possibly going to be transferred to SwanseaCity Football Club, as if the transfer is being made for the good of football in Swansea and for the people of Swansea.
Yet in reality the lease is being sold to a group of American investors, and the negotiating party on their behalf are probably the same people who conspired together to keep the Trust out of the sale of the Club itself.
The Trust should be involved fully in this sale/transfer.Legally they have no power, but this is not a normal transaction.This is a sale involving representatives of the City of Swansea, in other words ourselves.Surely if these representatives have the future good of football in Swansea at heart they should involve the Trust ,who represent that future more than the Americans or the sell outs, Jenkins, Morgan etc could ever do.
When we talk about a long term lease of say 50 years it doesn't sound so bad as an outright sale. But of course it is game changing for ever as far as we, the people are concerned, because where will most of us be in fifty years time.
The Trust are the people of Swansea as far as the football club is concerned.They should be the Contributors as well as the watchdogs as far as this transaction is concerned.
It is no good for the Trust to come back and say afterwards that they wished that this or that had happened in respect of the lease.They should be consultants and leaders .If that twenty two per cent is worth anything it should be brought into action now, and the Council told in no uncertain way, that the Trust wants to be part of these discussions and must be part of these discussions, for the future good of the foot ball club and for the future benefit of Swansea.
|Many Clouds dies from exhaustion after winning at Cheltenham.|
at 14:37 28 Jan 2017
Many Clouds past winner of the Grand National collapses and dies after winning the Cotswald Chase today at Cheltenham. He was known as a horse that needed oxygen after racing.Should that death have been avoided? He obviously had problems.
|Blame the guy.|
at 17:18 3 Dec 2016
Blame the guy who sold our club.
Blame the guy who deceived the Trust
Blame the guy who sold our best players.
Blame the guy who's spent money on crap.
Blame the guy who sacked Guidolin in a disgraceful manner.
Blame the guy who appointed Bradley.
Blame the guy who is still in charge with £6m in his pocket.
|Life without Bony|
at 22:36 11 Feb 2015
Five games, three goals scored, nine against, and out of the cup to a Championship club.
Early days I know but very worrying.
Even more worrying is the lack of fight in general.
And even more worrying is the teams chosen.Britton not even on the bench. Carroll and Fulton play so well at Southampton.don't get a look in since.
Angel Rangel ,different class when brought on on Saturday doesn't get a run.
Matt Grimes, big money, has hardly made it to the bench.
Is this a case where the managers signings, Cork,Oliviera,naughton will be picked regardless.
Also how can he drop Gomis after his public promises to hom.
Obviously no worries at the moment, but the future most certainly isn't looking so bright.
|Do you care who wins tomorrow?|
at 09:19 5 Feb 2015
Seven pages in the sports part of today's Western Mail, and most of the front page taken up by the news that the Millenium roof is going to be closed, rugby mania time has started once more.
And if Wales is successful in winning the match against England the paper will have to double in size to contain all the hysterics.
We will be told on the Welsh media that Wales and rugby are synonymous.How Wales first became a nation when it defeated the All Blacks in 1905.and how our success on the rugby field justifies our claims for independence ,particularly if we beat England.
Well I suppose I must be regarded as very odd.For I personally couldn't care less if Wales win tomorrow.I won't even watch it .
I personally hate rugby and the crap that goes with it.
In fact I couldn't care less whether Wales won or not.
I wonder if there's anyone else who feels the same?
This post has been edited by an administrator
|The Trust has had it wrong from the start!|
at 07:37 29 Jan 2015
There is one fatal flaw in the Trust's approach to the proposed sale of shares to the American investors.
From the beginning they have indicated,without any open discussion with members,that they are not interested themselves in selling any of their shares.From the Trusts minutes it is recorded that from the beginning of negotiations the Trust informed the buyers that their shares were not for sale.
On a pro rata basis the percentage of shares sold would amount to no more than about 6%.
This would leave the Trust with a 16% share?This would be perfectly adequate to give the Trust the same input into it's Boardroom involvement as now.Same representation,same limits on what it can and can't do.
Whether the Trust has 21% or 16% of the Shares does not really alter the Trusts say in the Boardroom one iota.
If one looks at the Trusts list of Aims or ,in other words the reasons why the Trust was set up in the first place, you will not find any suggestion that the aim of the Trust is to own or run the club.
It's main aim is to ensure the preservation of League football at Swansea..
This aim was obviously a reaction to the dire days ,and aftermath of the Petty era.
In reality there is only one way that the Trust can achieve that aim.
By having sufficient funds to enable or help the Financial state of the club if a similar catastrophe occurs in the future.
From the clubs present position of Premiership and financial well being, it seems almost impossible to imagine a similar catastrophe occurring again.
But we all know that there are no certainties in football, and the lower leagues are littered with successful teams of the past where future certainties are as negative as their bank balances.
A fine example of this is Coventry.In Premiership and preceding First Division days an ever regular well run club.Now a club almost without a ground.
In order therefore for the Trust to follow its own objectives, money is king.
The last three years has seen the Trust receive dividends in accord with its shareholdings of Approximately £600,000.
A nice sum indeed to have in reserve if the calamity ever happens.
But not as nice as £6.6m which is apparently what the Trust would end up with if the they were part of a pro rata sale share.
The giving up of a £6m windfall does not really make any sense
The advantages of retaining the 21% share in the hope of increasing it to a more influential holding is virtually nil.
There would be a small loss in dividends in the future but with a new Board structure there is no guarantee that these would continue anyway.
As stated earlier the 16% holding would still afford the same board representation as previous.
The consequences of not taking the money now, is advantageous to the other shareholders.
And remember most of all that although the Trust talk about a new shareholders agreement to protect their status, this will be almost impossible to achieve if the remaining shareholders do not want it.
In accordance with the Trust's main aim therefore they should take this opportunity of increasing the funding .
In that way ,and that way only, the Trust will have a much better opportunity in the future of achieving its prime aim of maintaining league football in Swansea in the future if ever things once again go pear shape.
at 21:44 24 Jan 2015
Jazz Richards has joined Fulham on loan, it has just been announced.
|We are on the slide and something needs to be done quickly.|
at 14:35 24 Jan 2015
Whatever our present position we are on the slide. There are too many players going backwards.
Something needs to be done and done quickly.
I am now beginning to fear for our future.
The quality has gone.Our top goal scorer is gone, and at the moment we are playing like headless chickens.
|A kind referee.|
at 07:53 19 Jan 2015
It is not often that kindness is shown by a referee, but it could be argued that referee Jon Moss illustrated that unusual attribute for a man with a whistle , by finishing the game with only one minute, two seconds of additional time, which is the lowest time added on for any of the 218 premiership games played this season.
Considering that in the second half there were two delays totalling three minutes ,five substitutions and a goal,the lack of time added would normally have had Jose Mourinho spitting insults at the officials.
With Ashley Williams desperately hoping to avoid physical contact on his injured shoulder and limp hanging arm, it could be argued that for one rare occasion a referee said bugger the rules, let's use some common sense.Thank goodness he did.
|Our forgotten player. Jordi Amat.|
at 08:26 18 Jan 2015
Jordi Amat has played five times for us this year.We have won four of those games, and the only defeat was against Chelsea away when he was substituted at half time through injury,after we had played some outstanding football,completely unlike yesterday.
We paid £2.5m for him after he had played 74 games in La Liga.
He has represented Spain at Under 16,17,18,19 ,20 and 21 levels.
He is still only 22 years of age.
Why is he now completely overlooked.
He hasn't even been given substitute time.
He played 25 times for us last year and never let us down once.
What is wrong?
|The positives from today.|
at 20:23 17 Jan 2015
At least no one can blame Angel Rangel.Leon Briton, or Jonjo Shelvey for today's performance.
|Cardiff's World Record Player.|
at 17:20 15 Jan 2015
To be fair it looks as though our near neighbours are the holders of a world record .The most expensive player of all time on a game/minute to cost basis has just been calculated on the Cardiff webb.
Andreas Cornelius played a total of 107 minutes for Cardiff in league football.
Signing on fee 1.25m
Transfer fee. 7.668 m
Agents fee. .863m
6months wages. 1.2m
Total cost. 10.9m
Sale proceeds. 3m
Net cost. 7.9m
Cost per minute therefore
7.9 m / 107
£738,317. Per minute played.
This is a record that is going to take a long time to break!
By the way he didn't ,of course ,score any goals during that period!
|Gomis a goner?|
at 08:19 15 Jan 2015
In the Times today..
'Crystal Palace's attempts to sign a second striker this week rest on their willingness to improve their offer to Bafetimbi Gomis after edging closer to meetingSwansea City's £8m valuation.
Gomis earns £55,000 per week at the Liberty Stadium and is seeking an increase of £15,000 a week if he is to join the relegation battle in south London with Alan Pardew, the Crystal Palace manager who tried on several occasions to sign the France forward while at Newcastle United.
Swansea still owe Gomis a large chunk of the £8m signing on fee agreed when he joined on a free transfer from Lyons last summer which has led the South Wales club to demand the same amount as a fee from Palace'
The last paragraph,if true ,seems amazing!
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