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Apologies if this is discussed elsewhere but the club have issued this statement tonight:
Rochdale AFC & Denehurst Park (Rochdale) STATEMENT FROM CHAIRMAN ANDREW KELLY AND THE BOARD OF DIRECTORS TO RAFC SHAREHOLDERS 1. Update on Recent Developments Ahead of the AGMs and EGMs to be held on Tuesday 1st June 2021, the board of directors would like to update shareholders with some important information. Over the last two years, the board has held the view that to move the club forwards there is a need for outside investment. To have done nothing would have been negligent and would have placed the continuing existence of our proud football club at risk. The Covid-19 pandemic has reset the world financially and, as a result, sustainability in the world of football is more challenging than ever. Even before that, as a Football Club operating at an elite level of professional football, we could not compete and thrive without the injection of significant amounts of money that are not open to us in the traditional way that we have been funded for 114 years. We are currently one of less than ten percent of Football League clubs that isn’t owner-funded or major shareholder-controlled. As a responsible board representing the Dale shareholders, who number over 300, we have looked at many outside parties who have presented varying levels of interest and associated proposals to become that new owner/investor. Until very recently, none of the proposals tabled have been sufficiently detailed, credible or funded to a level necessary to ensure that the club is stabilised and developed to move us forwards. The current board, in line with the wonderful previous board custodians over the past 114 years, only have the interests in the development and success of the club at heart and would not contemplate entering into an agreement that could potentially take us down the unsustainable path that other football clubs have sadly found themselves on. Furthermore, the stringent tests now imposed by the EFL, with regards to owners and directors, are in place to ensure that such unsustainable situations like at those other clubs will never arise again. Not only is proof of funds required for any potential new owners and shareholders, but there are requirements to demonstrate how those funds were acquired and how they will sustain the club going forward. All of the parties that we are engaged in talks with fulfil those EFL requirements. There has been a concentration by the board in the last four months to bring a conclusion to talks with genuinely interested parties that, if they were to acquire the club, would be to the betterment of RAFC. Commensurate with that, there has been a period of exclusivity with one interested party. All parties involved wish to continue negotiations and due diligence in a confidential manner which is out of respect for the club. As a responsible board, we understand and respect this situation, but suffice it to say that throughout all the recent and continuing negotiations, we have been greatly impressed by the professional and knowledgeable approach taken at all times. We can report that the level of investment and the short, medium and long-term plans that have been put forward represent something that this board has been seeking and the club has been in need of for several years.
We are aware of the current criticisms levelled at the existing board, but any potential new owners have confirmed that there will be a new structure introduced throughout the club should the negotiations continue to a successful conclusion. This new structure will be put in place as and when a full assessment has been concluded. Relegation to EFL League 2 will undoubtedly influence important and immediate short-term planning but has not diminished the enthusiasm and desire to stabilise and develop RAFC over the next 5 years and to press the reset button to bring the club into the modern, post-covid, football world. The plans discussed to date have featured greatly the urgent need to invest in Club facilities. Primarily, this includes developing first team training facilities, which can ideally become a first team, Academy and Community complex. The second area of requirement is to invest in stadium refurbishments, both for football and non- football related development, with the third area of investment in on-the-field matters to achieve our ambitions of an immediate return to League One and to achieve greater sustainability as a football club. At all times during the ongoing negotiations, we have been impressed by each party’s total understanding and respect for the fact that the supporters are the lifeblood of any football club. 2. The Next Steps Due to the existing constitution of Rochdale Association Football Club Limited, there is currently no practical method of introducing the level of funding and associated control that is a pre-requisite of further negotiations. This situation arises out of the fact that the present shareholding is so diverse, with the single largest holding representing only 21.87% of the current issued share capital. In order to allow negotiations with the interested party to be taken to the next level, Resolutions 1, 2 and 4 need to be passed by shareholders at the EGM on 1st June. Resolution 3 has previously been within the control of the board, but the authority to issue these shares expired in 2016, and was not renewed at that time. Resolutions 1 and 2 would ensure that any investment will come directly into Rochdale AFC through the issue of new shares. If the board is unable to issue new shares, prospective shareholders could instead approach individual shareholders, which would see significant shareholdings being acquired with monies not benefitting the football club. This has happened in the last two years where a significant amount of money for shares has been transacted without benefit to RAFC. The new investment that is required would be put directly into achieving previously mentioned ambitions. The board considers that this is an essential next step to allow development of the discussions with interested parties, who, with their vision, professionalism and passion, will be exactly what RAFC needs to not only secure the future, but to develop the club for the benefit of the supporters, the community and the town of Rochdale. Without having the authority to issue new shares, the board is effectively stifled in its ability to seek new investment and we are left in a situation where the status quo prevails. Whilst the sensitivity and confidential nature of these ongoing negotiations needs to be maintained at this present time, the future transparency and engagement with the supporters on any offer can only benefit all concerned with RAFC.
If we can all work together to bring the passion, vision and investment on offer to the club, we are sure that RAFC will be in a very different place in years to come. EGM Resolutions 1, 2, 3 & 4 1. THAT, in accordance with paragraph 42(2)(b) of Schedule 2 of the Companies Act 2006 (Commencement No. 8, Transitional Provisions and Savings) Order 2008, the restriction on the authorised share capital of the Company be revoked and deleted from the Company’s memorandum of association. 2. THAT, subject to the passing of resolution 1, in accordance with section 551 of the Companies Act 2006, the directors of the Company (Directors) be generally and unconditionally authorised to allot shares in the Company up to an aggregate nominal amount of £348,521 (697,042 shares @ £0.50 per share) provided that — a. this authority shall, unless renewed, varied or revoked by the Company, expire at not less than 5 years from the date this resolution is passed; and b. all shares allotted pursuant to the authorisation hereby conferred shall be so allotted at no less than £6 per share. 3. AND, in the event that resolution 1 is not passed, in accordance with section 551 of the Companies Act 2006, the Directors be generally and unconditionally authorised to allot shares in the Company up to an aggregate nominal amount of £198,521 (397,042 shares @ £0.50 per share), which is the limit of the Company’s authorised share capital, provided that — a. this authority shall, unless renewed, varied or revoked by the Company, expire at not less than 5 years from the date this resolution is passed; and b. all shares allotted pursuant to the authorisation hereby conferred shall be so allotted at no less than £6 per share. Special resolution 4. That, subject to the passing of resolution 2 or 3 and, in accordance with section 570 of the Companies Act 2006, the Directors be generally empowered to allot equity securities (as defined in section 560 of the Companies Act 2006) pursuant to the authority conferred by resolution 2, as if section 561(1) of the CA 2006 did not apply to any such allotment.
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Club Statement (for shareholders, via email) on 12:23 - May 28 with 2076 views
Club Statement (for shareholders, via email) on 11:48 - May 28 by RAFCBLUE
Having done some research this morning I think IF the Board get their way and these resolutions are passed (1, 2 and 4 as per their statement), this is how it will work
STEP 1: The club has 502,957 shares currently and proposes to issue 697,042 to investor A. If that goes ahead then there are 1,199,999 shares in issue.
This means: Investor A owns 697,042 (58%) Existing shareholders own 502,957 (42%)
STEP 2: Five shareholders sell their shares privately to investor A. (1) A. Kilpatrick - 110,000 shares - receives £660,000 (£6 a share) (2) A. Kelly - 58,250 shares - receives £351,000 (£6 a share) (3) D. Bottomley - 13,100 shares - receives £78,600 (4) T. Pockney - 12,500 shares - receives £75,000
Investor A now has 890,892 shares (74%) Other investors have 309,107 shares (26%) and will get nothing.
At 74%, there is no say for anyone else who is an existing shareholder - 339 parties our of the 343 shareholders.
I've not seen such a blatant and falsely advertised power grab which disadvantages the existing shareholders and noting that this power lasts for 5 years - so until June 2026.
EDIT: 75% in a significant threshold in company law as it is the level needed for a special resolution. Once you reach that threshold you have effective control of the company in all practical regards.
[Post edited 28 May 2021 12:09]
So you connect 4 and the result is a monopoly? You couldn't make it up!
Sorry if it’s been covered already but this has been on my mind all morning.
A club that very rarely communicates with its fans has suddenly become very open with two statements on the very same day. Does the appointment of a new director suddenly give them more clout when it comes to pushing through what they want ie voting power? Something doesn’t add up here and it all seems a bit underhand. Shame on them if they fook this club up in the pursuit of their own interests.
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Club Statement (for shareholders, via email) on 12:28 - May 28 with 2059 views
Club Statement (for shareholders, via email) on 12:26 - May 28 by kel
Sorry if it’s been covered already but this has been on my mind all morning.
A club that very rarely communicates with its fans has suddenly become very open with two statements on the very same day. Does the appointment of a new director suddenly give them more clout when it comes to pushing through what they want ie voting power? Something doesn’t add up here and it all seems a bit underhand. Shame on them if they fook this club up in the pursuit of their own interests.
I've thought the same thing, kel.
I've concluded that they read and are in some cases participating in the debates on this board and are seeking to sway the argument.
Your last line in the most pertinent. Here is an example of a board of directors who screwed up their club good and proper:
That cannot be allowed to happen here.
George Bernard Shaw had it right:
"He who can does; he who cannot, teaches."
https://www.visittheusa.co.uk/
Club Statement (for shareholders, via email) on 12:26 - May 28 by kel
Sorry if it’s been covered already but this has been on my mind all morning.
A club that very rarely communicates with its fans has suddenly become very open with two statements on the very same day. Does the appointment of a new director suddenly give them more clout when it comes to pushing through what they want ie voting power? Something doesn’t add up here and it all seems a bit underhand. Shame on them if they fook this club up in the pursuit of their own interests.
I can't answer that technically, but everything that has been done recently has been pre-meditated by nature so I would struggle to imagine this would be any different.
Club Statement (for shareholders, via email) on 12:37 - May 28 by RAFCBLUE
I've thought the same thing, kel.
I've concluded that they read and are in some cases participating in the debates on this board and are seeking to sway the argument.
Your last line in the most pertinent. Here is an example of a board of directors who screwed up their club good and proper:
That cannot be allowed to happen here.
Aye. bury fans had Day sprung on them giving them no chance of doing anything about it. I’m worried that the same is being attempted here by releasing all this news on the eve of possibly the most important meetings in our history. The fact it’s a bank holiday weekend too makes me even more cynical.
We all know they scour this board daily. I hope they can live with themselves as the fans they claim to be if this goes tits up.
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Club Statement (for shareholders, via email) on 13:00 - May 28 with 1903 views
Club Statement (for shareholders, via email) on 12:37 - May 28 by DaleiLama
I can't answer that technically, but everything that has been done recently has been pre-meditated by nature so I would struggle to imagine this would be any different.
Absolutely. Look at the timing, both of the AGM/EGMs and the issuing of these statements, just before a bank holiday when most sensible people (probably including the majority of shareholders) will be trying to secure a spot in the sunshine with a cold drink rather than concerning themselves over Dale-related matters
The fact is, these next few days are possibly the most crucial in the club's history since the 1980 re-election vote
As it stands, it looks like 125739 shareholder votes are needed to prevent the passing of special resolutions. Anything short of that figure and we're in a right mess
Edit: just read kel's take on the timing - spot on
Club Statement (for shareholders, via email) on 12:26 - May 28 by kel
Sorry if it’s been covered already but this has been on my mind all morning.
A club that very rarely communicates with its fans has suddenly become very open with two statements on the very same day. Does the appointment of a new director suddenly give them more clout when it comes to pushing through what they want ie voting power? Something doesn’t add up here and it all seems a bit underhand. Shame on them if they fook this club up in the pursuit of their own interests.
The director appointment was going to appear on the Companies House website today so couldn't be kept 'hidden'. N Grindrod doesn't appear in the most recent list of Shareholders so unless he's acquired shares by private transfer since last June he wouldn't change their 'voting power'. The other statement was only issued to shareholders and seems an understandable attempt to argue their case ahead of the AGMs/EGMs meeting and the criticisms of their proposals which they acknowledge.
Club Statement (for shareholders, via email) on 13:07 - May 28 by tony_roch975
The director appointment was going to appear on the Companies House website today so couldn't be kept 'hidden'. N Grindrod doesn't appear in the most recent list of Shareholders so unless he's acquired shares by private transfer since last June he wouldn't change their 'voting power'. The other statement was only issued to shareholders and seems an understandable attempt to argue their case ahead of the AGMs/EGMs meeting and the criticisms of their proposals which they acknowledge.
Thanks.
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Club Statement (for shareholders, via email) on 13:41 - May 28 with 1759 views
Club Statement (for shareholders, via email) on 13:07 - May 28 by tony_roch975
The director appointment was going to appear on the Companies House website today so couldn't be kept 'hidden'. N Grindrod doesn't appear in the most recent list of Shareholders so unless he's acquired shares by private transfer since last June he wouldn't change their 'voting power'. The other statement was only issued to shareholders and seems an understandable attempt to argue their case ahead of the AGMs/EGMs meeting and the criticisms of their proposals which they acknowledge.
If Nick Grindrod doesn't have shares then the Directors have breached yet another Article of Association clause 78.
The qualification of every Director shall be the holding in his own right of shares or stock of the Company of the nominal value of Ten Pounds and no Director shall be entitled to receive any remuneration in respect of his office as Director
Either: (1) Nick Grindrod has purchased shares from someone in a private transaction, the type much criticised in the Club Statement of last evening. (2) Nick Grindrod doesn't have any shares - if so why has he been allowed to become a Director. (3) The Club has issued some new shares which are owned but have not been informed to shareholders.
George Bernard Shaw had it right:
"He who can does; he who cannot, teaches."
https://www.visittheusa.co.uk/
Club Statement (for shareholders, via email) on 13:41 - May 28 by RAFCBLUE
If Nick Grindrod doesn't have shares then the Directors have breached yet another Article of Association clause 78.
The qualification of every Director shall be the holding in his own right of shares or stock of the Company of the nominal value of Ten Pounds and no Director shall be entitled to receive any remuneration in respect of his office as Director
Either: (1) Nick Grindrod has purchased shares from someone in a private transaction, the type much criticised in the Club Statement of last evening. (2) Nick Grindrod doesn't have any shares - if so why has he been allowed to become a Director. (3) The Club has issued some new shares which are owned but have not been informed to shareholders.
Is that in addition to the £25K new directors have to 'invest'?
'Only happy when you've got it often makes you miss the journey'
Club Statement (for shareholders, via email) on 13:00 - May 28 by D_Alien
Absolutely. Look at the timing, both of the AGM/EGMs and the issuing of these statements, just before a bank holiday when most sensible people (probably including the majority of shareholders) will be trying to secure a spot in the sunshine with a cold drink rather than concerning themselves over Dale-related matters
The fact is, these next few days are possibly the most crucial in the club's history since the 1980 re-election vote
As it stands, it looks like 125739 shareholder votes are needed to prevent the passing of special resolutions. Anything short of that figure and we're in a right mess
Edit: just read kel's take on the timing - spot on
[Post edited 28 May 2021 13:05]
The number of 125,739 is right DA and comes down to just 12 shareholders as the Board need 377,218 votes to pass the motion.
To speculate on the big shareholders and their voting intentions:
KNOWN VOTES FOR: 208,100 shares being: 110,000 - Andrew Kilpatrick (former Chairman) 58,250 - Andrew Kelly (current acting Chairman) 14,250 - Graham Rawlinson (current director) 13,100 - David Bottomley (current director) 12,500 - Tony Pockney (current director)
VOTING INTENTIONS UNKNOWN: 143,540 shares 37,342 - Dan Altman 37,343 - Emre Marcelli 32,072 - Graham Morris (former director) 22,397 - David Kilpatrick (former director) 14,387 - Rod Brierley 12,625 - Dale Trust
Jim Marsh (sadly deceased but noted as having 35,000 shares) is unable to vote and it appears that his shares have not been properly transferred so that assists the non-passing of the motions as that cannot be counted a positive vote for the EGM motions under Company law.
On top of this you have small supporting shareholders who I think will be mainly voting against.
On that logic the Board need a further 169,118 votes to come with them which looks to be a very tall order.
For the same reasons it looks very unlikely the trust will succeed in their motions to remove Mr Bottomley or Mr Rawlinson since the number of Board and ex-Chairman votes will likely vote against them.
George Bernard Shaw had it right:
"He who can does; he who cannot, teaches."
https://www.visittheusa.co.uk/
Club Statement (for shareholders, via email) on 11:48 - May 28 by RAFCBLUE
Having done some research this morning I think IF the Board get their way and these resolutions are passed (1, 2 and 4 as per their statement), this is how it will work
STEP 1: The club has 502,957 shares currently and proposes to issue 697,042 to investor A. If that goes ahead then there are 1,199,999 shares in issue.
This means: Investor A owns 697,042 (58%) Existing shareholders own 502,957 (42%)
STEP 2: Five shareholders sell their shares privately to investor A. (1) A. Kilpatrick - 110,000 shares - receives £660,000 (£6 a share) (2) A. Kelly - 58,250 shares - receives £351,000 (£6 a share) (3) D. Bottomley - 13,100 shares - receives £78,600 (4) T. Pockney - 12,500 shares - receives £75,000
Investor A now has 890,892 shares (74%) Other investors have 309,107 shares (26%) and will get nothing.
At 74%, there is no say for anyone else who is an existing shareholder - 339 parties our of the 343 shareholders.
I've not seen such a blatant and falsely advertised power grab which disadvantages the existing shareholders and noting that this power lasts for 5 years - so until June 2026.
EDIT: 75% in a significant threshold in company law as it is the level needed for a special resolution. Once you reach that threshold you have effective control of the company in all practical regards.
[Post edited 28 May 2021 12:09]
Back to Denehust Park Ltd. Is it a coincidence that the mortgage on the ground expires in ... 5 years time, March 2026? The current directors of DP Ltd also benefit by selling their shares to the new investor, might they also be persuaded to allow the RMBC loan to be paid off early and transfer the ground to RAFC and its new owner?
I honestly dont see the ground itself being a good reason for parting with £4.2M there must be better, easier building plots for that sort of money. But without the ground, what does a new investor get for his money? Maybe he is just someone who wants to roll the dice and see if he can turn base metal into Gold?
I guess the real questions are these ... are we better off with an owner who has money (assuming he does) or a board that doesn't? Do we really trust the current BoD to steer the club back to L1 and above? Are the fans prepared to put their hands in their pockets and buy £3 or £4 million quids worth of Debentures or similar instead of this type of investment?
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Club Statement (for shareholders, via email) on 14:05 - May 28 with 1662 views
Club Statement (for shareholders, via email) on 13:55 - May 28 by RAFCBLUE
The number of 125,739 is right DA and comes down to just 12 shareholders as the Board need 377,218 votes to pass the motion.
To speculate on the big shareholders and their voting intentions:
KNOWN VOTES FOR: 208,100 shares being: 110,000 - Andrew Kilpatrick (former Chairman) 58,250 - Andrew Kelly (current acting Chairman) 14,250 - Graham Rawlinson (current director) 13,100 - David Bottomley (current director) 12,500 - Tony Pockney (current director)
VOTING INTENTIONS UNKNOWN: 143,540 shares 37,342 - Dan Altman 37,343 - Emre Marcelli 32,072 - Graham Morris (former director) 22,397 - David Kilpatrick (former director) 14,387 - Rod Brierley 12,625 - Dale Trust
Jim Marsh (sadly deceased but noted as having 35,000 shares) is unable to vote and it appears that his shares have not been properly transferred so that assists the non-passing of the motions as that cannot be counted a positive vote for the EGM motions under Company law.
On top of this you have small supporting shareholders who I think will be mainly voting against.
On that logic the Board need a further 169,118 votes to come with them which looks to be a very tall order.
For the same reasons it looks very unlikely the trust will succeed in their motions to remove Mr Bottomley or Mr Rawlinson since the number of Board and ex-Chairman votes will likely vote against them.
How is Andrew Kilpatrick's voting intention 'known'? Indeed do we 'know' he still holds those shares?
Club Statement (for shareholders, via email) on 13:55 - May 28 by RAFCBLUE
The number of 125,739 is right DA and comes down to just 12 shareholders as the Board need 377,218 votes to pass the motion.
To speculate on the big shareholders and their voting intentions:
KNOWN VOTES FOR: 208,100 shares being: 110,000 - Andrew Kilpatrick (former Chairman) 58,250 - Andrew Kelly (current acting Chairman) 14,250 - Graham Rawlinson (current director) 13,100 - David Bottomley (current director) 12,500 - Tony Pockney (current director)
VOTING INTENTIONS UNKNOWN: 143,540 shares 37,342 - Dan Altman 37,343 - Emre Marcelli 32,072 - Graham Morris (former director) 22,397 - David Kilpatrick (former director) 14,387 - Rod Brierley 12,625 - Dale Trust
Jim Marsh (sadly deceased but noted as having 35,000 shares) is unable to vote and it appears that his shares have not been properly transferred so that assists the non-passing of the motions as that cannot be counted a positive vote for the EGM motions under Company law.
On top of this you have small supporting shareholders who I think will be mainly voting against.
On that logic the Board need a further 169,118 votes to come with them which looks to be a very tall order.
For the same reasons it looks very unlikely the trust will succeed in their motions to remove Mr Bottomley or Mr Rawlinson since the number of Board and ex-Chairman votes will likely vote against them.
I concur with all that, and thanks for the several insightful updates regarding voting issues - the absolute nitty-gritty of what's about to transpire
If correct, it would appear the worst case scenario and best case scenario are unlikely
If so, it'll be interesting to see whether the vaunted investors continue with their interest or not, which itself might tell us a great deal about their true intentions
If they've genuinely got the best interests of the club at heart, they'll invest anyway in some form or other
Club Statement (for shareholders, via email) on 14:01 - May 28 by 49thseason
Back to Denehust Park Ltd. Is it a coincidence that the mortgage on the ground expires in ... 5 years time, March 2026? The current directors of DP Ltd also benefit by selling their shares to the new investor, might they also be persuaded to allow the RMBC loan to be paid off early and transfer the ground to RAFC and its new owner?
I honestly dont see the ground itself being a good reason for parting with £4.2M there must be better, easier building plots for that sort of money. But without the ground, what does a new investor get for his money? Maybe he is just someone who wants to roll the dice and see if he can turn base metal into Gold?
I guess the real questions are these ... are we better off with an owner who has money (assuming he does) or a board that doesn't? Do we really trust the current BoD to steer the club back to L1 and above? Are the fans prepared to put their hands in their pockets and buy £3 or £4 million quids worth of Debentures or similar instead of this type of investment?
Good questions. The ground may be security but as you say it doesn't cover £4M. Other clubs (like Accrington, Fleetwood or Forest Green Rovers) have an owner/investor for reasons other than financial returns. A fans buy out only occurs when a club is bankrupt and therefore cheap to buy (like Exeter City). However badly some feel the current Board have managed the club we aren't in that situation, happily and the threads on here suggesting that don't appear to have got much traction. Without investment I don't see any Board being able to achieve higher than League 2 on any consistent basis.
Club Statement (for shareholders, via email) on 14:06 - May 28 by D_Alien
I concur with all that, and thanks for the several insightful updates regarding voting issues - the absolute nitty-gritty of what's about to transpire
If correct, it would appear the worst case scenario and best case scenario are unlikely
If so, it'll be interesting to see whether the vaunted investors continue with their interest or not, which itself might tell us a great deal about their true intentions
If they've genuinely got the best interests of the club at heart, they'll invest anyway in some form or other
It is important on Tuesday that for all meetings that shareholders demand a poll vote (based on individual shareholdings) rather than a show of hands vote (based on numbers of attendees; 1 attendee is one vote).
Poll voting only needs 5 shareholders to request that method so is easy and usually the way that it works but a stroke that can get pulled is the use of show of hands voting which disadvantages non-present shareholders during the meeting.
Regardless of Tuesday's outcomes, it is clear that the governance of the club needs a significant overhaul, namely:
a) A number of new directors (executive and non-executive directors) to get to the minimum 7 required (maximum 15) b) Dale Trust representation on the Board. c) Some balance on age and diversity to get a better range of ages and experiences and have a much more sustainable board structure.
George Bernard Shaw had it right:
"He who can does; he who cannot, teaches."
https://www.visittheusa.co.uk/
Club Statement (for shareholders, via email) on 14:06 - May 28 by D_Alien
I concur with all that, and thanks for the several insightful updates regarding voting issues - the absolute nitty-gritty of what's about to transpire
If correct, it would appear the worst case scenario and best case scenario are unlikely
If so, it'll be interesting to see whether the vaunted investors continue with their interest or not, which itself might tell us a great deal about their true intentions
If they've genuinely got the best interests of the club at heart, they'll invest anyway in some form or other
The figure of 125,739 you & RAFCBlue have been discussing relates to Resolution 4 (Special) but the other resolutions which offer new shares only require 50%+1 (which you both believe they will achieve). If they are passed (but not 4) the Club can still issue the new shares and existing shareholders can opt to buy (the Club still gain £) but equally they can opt not to and allow a new investor to take a majority shareholding. Is that a better outcome?
Club Statement (for shareholders, via email) on 14:05 - May 28 by tony_roch975
How is Andrew Kilpatrick's voting intention 'known'? Indeed do we 'know' he still holds those shares?
Andrew Kilpatrick was part of the Board that ousted Dunphy and joined as Chair following that change.
If the current Board have tabled these motions without Andrew Kilpatrick's support and counsel and he disagreed with them the Board would be foolish to table them as they would lose - and have the significant public loss of face that goes with it.
If Andrew Kilpatrick votes against the Board then a motion isn't passing. So they must have his support.
The club haven't filed any updated confirmation statement but it would be a shock to hear that the largest shareholder had privately divested his holding, particularly given the position of the Club Statement of last evening.
George Bernard Shaw had it right:
"He who can does; he who cannot, teaches."
https://www.visittheusa.co.uk/
Club Statement (for shareholders, via email) on 14:26 - May 28 by RAFCBLUE
It is important on Tuesday that for all meetings that shareholders demand a poll vote (based on individual shareholdings) rather than a show of hands vote (based on numbers of attendees; 1 attendee is one vote).
Poll voting only needs 5 shareholders to request that method so is easy and usually the way that it works but a stroke that can get pulled is the use of show of hands voting which disadvantages non-present shareholders during the meeting.
Regardless of Tuesday's outcomes, it is clear that the governance of the club needs a significant overhaul, namely:
a) A number of new directors (executive and non-executive directors) to get to the minimum 7 required (maximum 15) b) Dale Trust representation on the Board. c) Some balance on age and diversity to get a better range of ages and experiences and have a much more sustainable board structure.
Totally agree about need to widen quantity and diversity of the Board membership (whatever the ownership) - would like to hear Andrew Kelly state that at the start of Tuesday's meetings. The issue of Trust representation is more contentious - not sure the Trust are in favour (danger of conflicts of loyalty?) - maybe having called one EGM the Trust could use the tactic more regularly to hold the Board to account (without any conflict of loyalty)?
Club Statement (for shareholders, via email) on 14:33 - May 28 by tony_roch975
The figure of 125,739 you & RAFCBlue have been discussing relates to Resolution 4 (Special) but the other resolutions which offer new shares only require 50%+1 (which you both believe they will achieve). If they are passed (but not 4) the Club can still issue the new shares and existing shareholders can opt to buy (the Club still gain £) but equally they can opt not to and allow a new investor to take a majority shareholding. Is that a better outcome?
I'd say so, given that the worst case scenario of shares being issued without existing shareholders being able to invest further, to at least maintain some leverage on events within the boardroom
Club Statement (for shareholders, via email) on 14:33 - May 28 by tony_roch975
The figure of 125,739 you & RAFCBlue have been discussing relates to Resolution 4 (Special) but the other resolutions which offer new shares only require 50%+1 (which you both believe they will achieve). If they are passed (but not 4) the Club can still issue the new shares and existing shareholders can opt to buy (the Club still gain £) but equally they can opt not to and allow a new investor to take a majority shareholding. Is that a better outcome?
You are completely right.
Resolution 4 needs 377,218 votes to pass. Resolutions 1 to 3 are 251,479 votes needed to pass.
The Board + Andrew Kilpatrick have 208,100 shares between them so do need some other support to pass them.
As per an earlier post if Resolution 1 fails then Resolution 2 for the 697,042 shares is not considered.
If 1 doesn't pass then the only option is to consider allowing the existing shares to be issued.
The key one on pre-emption rights is Resolution 4 and that failing gives existing shareholders their first refusal rights.
That would allow supporters to strengthen their position IMO even at £6 a share - the Dale Trust for example could put in for those shares and increase their holding allowing a better defensive position.
George Bernard Shaw had it right:
"He who can does; he who cannot, teaches."
https://www.visittheusa.co.uk/
Club Statement (for shareholders, via email) on 14:37 - May 28 by RAFCBLUE
Andrew Kilpatrick was part of the Board that ousted Dunphy and joined as Chair following that change.
If the current Board have tabled these motions without Andrew Kilpatrick's support and counsel and he disagreed with them the Board would be foolish to table them as they would lose - and have the significant public loss of face that goes with it.
If Andrew Kilpatrick votes against the Board then a motion isn't passing. So they must have his support.
The club haven't filed any updated confirmation statement but it would be a shock to hear that the largest shareholder had privately divested his holding, particularly given the position of the Club Statement of last evening.
What if the former Chairman decides to 'sit on his hands' and abstain when it comes to voting? His shareholding %age would be discounted from the vote. That would make matters interesting to say the least.
I have a hunch that there will be huge disappointment in the Boardroom after Tuesdays events.
“It is easier to fool people, than to convince them that they have been fooledâ€
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Club Statement (for shareholders, via email) on 14:59 - May 28 with 1472 views
Club Statement (for shareholders, via email) on 14:42 - May 28 by D_Alien
I'd say so, given that the worst case scenario of shares being issued without existing shareholders being able to invest further, to at least maintain some leverage on events within the boardroom
Wouldn't you?
Other than all EGM resolutions failing, the best second place option for fans would be 1, 2 and 4 failing and 3 passing.
Resolution 1 keeps the number of shares ever available capped at 899,999.
Resolution 3 allows 397,042 more shares but to existing shareholders at £6 on a pro-rata basis. Every shareholder would get the chance to buy 0.78 new shares for every share held.
I.e. if you own 100 shares you could by 78 and that would cost you £468. Dale Trust would be able to buy upto another 9,848 homes.
I think there would be enough take-up from existing shareholders to absorb the 397,042 shares mainly as a protective measure. Those that were not taken up would not be enough for anyone one party to have control.
It would also mean that the existing directors have to put their hand in their pocket to maintain their positions.
In order of nastiness for existing shareholder (and a priority to defeat) it therefore is:
Most nasty: Resolution 4 Resolution 1* Resolution 2* Resolution 3
If Resolution 1 fails that will set the tone for the remainder of the EGM IMO.
George Bernard Shaw had it right:
"He who can does; he who cannot, teaches."
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Club Statement (for shareholders, via email) on 14:58 - May 28 by SuddenLad
What if the former Chairman decides to 'sit on his hands' and abstain when it comes to voting? His shareholding %age would be discounted from the vote. That would make matters interesting to say the least.
I have a hunch that there will be huge disappointment in the Boardroom after Tuesdays events.
Very true; he could withhold his vote as could any shareholder.
It will be highly embarrassing for the current Board if their majority shareholder doesn't support their plan and for that reason I can't believe he would not do anything other than vote for the Board's plan.
George Bernard Shaw had it right:
"He who can does; he who cannot, teaches."
https://www.visittheusa.co.uk/
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