For me, this situation was created by either Mike Parker, John Fenty or a combination of them both. The supporters of GTFC deserve to know the truth about this agreement, and while I am sure Squarkus will come and take my head out my bottom again, this question needs answering honestly by both parties.
Chris this might answer you question i got it from a link posted a few months ago. A letter to the shareholders.It clearly sets out the intentions regarding funding the future from Mr Fenty and Mr Parker. I don't get why these questions rumble on. When Mr Parke left the Board for what ever reason he clearly stated that he wanted shares which gave him control and soon after stated he was not coming back or pledging further funding.A bit long sorry i haven't got time to edit it down.
THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION.
If you are in any doubt as to the action you should take you are recommended to seek your
own personal financial advice from your Stockbroker, Bank Manager, Solicitor, Accountant
or other independent financial adviser authorised pursuant to the Financial Services and
Markets Act 2000.
If you have sold or otherwise transferred all of your shares in the Grimsby Town Football Club plc
please forward this document and the accompanying documents at once to the purchaser or
transferee or to the agent through whom the sale or transfer was effected for transmission to the
purchaser transferee.
______________________________________________________________________________
THE GRIMSBY TOWN FOOTBALL CLUB PLC
Approval for Waiver of obligation under Rule 9
Of the City Code on Takeovers and Mergers
______________________________________________________________________________
Notice of the Annual General Meeting of the Grimsby Town Football Club plc to be held in the
Executive Lounge, Blundell Park, Cleethorpes on 30th September 2010 at 10 a.m. is included with
the Annual Report and Accounts which accompany this document. The proxy form accompanying
the Annual Report and Accounts for use in connection with the Annual General Meeting should be
completed and returned in accordance with the instructions thereon. Proxy forms are also
available from the company’s website
http://www.extra-gtfc.co.uk/accounts2. Completed proxy forms
must be received no later than 10 a.m. on 28th September 2010.
The recommendations of the Independent Directors on the resolution referred to in this document
are set out on Page 3 of this document.
Weaver Wroot, Chartered Certified Accountants are acting for The Grimsby Town Football Club plc
through its Independent Directors and no one else in relation to the Rule 9 Waiver and will not be
responsible to any person other than The Grimsby Town Football Club plc through its Independent
Directors for providing advice in relation to the Rule 9 Waiver or in relation to the contents of this
document or any transactions or arrangement referred to in this document.
______________________________________________________________________________
CONTENTS
Page
PART I Letter from the Chairman 1
PART II Additional information 4
1
PART I
LETTER FROM THE CHAIRMAN
THE GRIMSBY TOWN FOOTBALL CLUB PLC
(Registered in England and Wales No. 34760)
Directors Registered Office
J. S. Fenty (Chairman) Blundell Park
M. Chapman (Director) Cleethorpes
J. Elsom (Director) North East Lincolnshire
P. W. Furneaux (Director) DN35 7PY
M. Parker (Director)
6th September 2010
Dear Shareholder
Approval for Waiver of Obligation under Rule 9 of the City Code
On Takeovers and Mergers
Introduction
The Company’s Annual Report together with this document is being posted and is available on the
company’s website,
http://www.extra-gtfc.co.uk/accounts2 to Shareholders today. Included with the
Annual Report is a Notice convening the Annual General Meeting which is to be held in the
Executive Lounge, Blundell Park, Cleethorpes at 10 a.m. on 30th September 2010. The purpose of
this document is to inform Shareholders that for the reasons outlined below a resolution seeking
the approval of the Independent Shareholders for a waiver of the obligation on the Concert Party
(as defined in Part II, Page 4 of this document) to make a general offer to the Shareholders under
Rule 9 of the City Code on Takeovers and Mergers will be proposed at the aforementioned Annual
General Meeting.
You will observe from the Annual Report and Accounts that at 31st May 2010 there continues to be
a deficiency of Shareholders funds.
I have stated previously on many occasions that I have no desire to increase my percentage
shareholding in the Company and effectively become the owner of the Football Club, but whilst I
am so heavily committed to providing financial support to the Company that it is appropriate that I
have effective voting control until such time as other interested parties express a desire to assist
with the financial burden of securing the long term future of Grimsby Town Football Club.
We are fortunate that Mike Parker has joined the Board and has committed himself to provide
substantial financial support. He has already invested £500,000. As a consequence Mike and I
have reached an agreement to equalise our shareholdings so that we share the financial
commitment for the future funding of Grimsby Town Football Club equally between us.
We have agreed between us that:-· Mike will convert £499,000 of the monies he has already invested into Shares
· I will convert £242,816 of my existing loans into Shares
2
· Helen Laight’s shareholding will be transferred to me
Following this Mike and I will both have Shares to the value of £500,000 which will represent
approximately 39.9% each of the Issued Share Capital of the Company which will then be just over
£1.25M.
This is a major investment, providing medium to long term financial support to assist the Club with
survival, growth and development in order to provide the best opportunity to regain Football
League status. This will also strengthen the Balance Sheet by removing debt and increasing the
Company’s Capital base.
We are also aware that although the Bank is fully secured, given the current environment all Banks
are looking to reduce their exposure to debt and improve their liquidity.
Both Mike and I remain fully committed to widening share ownership for anyone who wishes to
own part of the Club they support, or anyone who wishes to join us to assist with securing the long
term future of Grimsby Town Football Club. However it is only reasonable for those who are taking
on the burden of financing the Club are those that have effective voting control.
The Concert Party (as defined in Part II, Page 4 of this document) being myself, Mike Parker and
Helen Laight are excluded from voting on the resolution.
Accordingly I hope that all the Independent Shareholders will support these proposals to ensure
that the substantial investment already made by Mike can form the basis of an agreement between
us to secure the future of Grimsby Town Football Club.
The Takeover Code and the Waiver Resolution (Resolution 4) to grant approval for the Rule
9 Waiver
The City Code on Takeovers and Mergers is issued on behalf of the Panel on Takeovers and
Mergers. The Code is designed principally to ensure fair and equal treatment of all Shareholders
in relation to takeovers. The Code also provides an orderly framework within which takeovers are
conducted. The Code applies to offers for all listed and unlisted public companies considered by
the Panel to be resident in the United Kingdom, therefore the Code applies to The Grimsby Town
Football Club plc.
Under Rule 9 of the Takeover Code (the “Code”), any person who acquires an interest (as defined
in the Code) in shares which, taken together with shares in which he is already interested in with
persons acting in concert with him are interested, which carry 30 per cent or more of the voting
rights of a company which is subject to the Code, is normally required to make a general offer to all
the remaining shareholders to acquire their shares.
An offer under Rule 9 must be made in cash and at the highest price paid by the person required
to make the offer, or any person acting in concert with him, for any interest in shares of the
company during the 12 months prior to the announcement of the offer.
The members of the Concert Part (as defined in Part II, Page 4 of this document) are deemed to
be acting in concert for the purpose of the Code. On completion of the proposed issue of new
shares, the members of the Concert Party will between them be interested in 1,000,000 shares,
representing approximately 79.8% of the company’s enlarged issued share capital.
The Panel has agreed, however, to waive the obligation to make a general offer that would
otherwise arise as a result of the agreement between myself and Michael Parker, subject to the
approval of the Independent Shareholders. Accordingly Resolution 4 is being proposed at the
annual general meeting and will be taken on a poll. As noted above, the Concert Party will be
excluded from voting on the resolution.
3
Following the issue of the new shares, the members of the Concert Party will hold between
them more than 50% of the Company’s issued share capital and for so long as they
continue to be treated as acting in concert may accordingly increase their aggregate
shareholding without incurring any further obligation under Rule 9, to make a general offer,
although individual members of the Concert Party will not be able to increase their
percentage shareholding through or between a Rule 9 threshold without Panel consent.
Further information
Your attention is drawn to the additional information set out in Part II of this document and the
documents that will be available for inspection at the annual general meeting and are available on
the company’s website at
http://www.extra-gtfc.co.uk/accounts2Recommendations
The Independent Directors, who have been so advised by Weaver Wroot, believe that obtaining
the Rule 9 Waiver is fair and reasonable, in the best interests of the Independent Shareholders
and the company as a whole. In providing advice to the Independent Directors Weaver Wroot
have taken into account the Independent Directors’ commercial assessments. The Independent
Directors, therefore, recommend that the Independent Shareholders vote in favour of the Waiver
Resolution and approve the Rule 9 Waiver. The Independent Directors, who hold 1,500 shares
representing 0.30% of the Company’s issued share capital, will be voting in favour of the Waiver
Resolution.
Yours faithfully
John Fenty
Chairman
4
PART II
ADDITIONAL INFORMATION
1. OFFEROR
In accordance with Rule 9 of the City Code on Takeovers and Mergers, the offeror in
respect of the proposals outlined in these documents is deemed to be Michael Parker. He
is aged 56, was born in Grimsby and has spent his working life in the seafood industry;
specialising in processing and marketing, culminating in serving as the Deputy Chief
Executive of the Findus Group, the largest food company in Europe.
Assuming the proposals outlined in these documents are approved by the independent
shareholders, the offeror will be sharing with John Fenty, Director and Chairman of the
company, the financial commitment for the future funding of Grimsby Town Football Club to
provide the best opportunity to regain the club’s football league status. Therefore, there are
no plans for any material changes in the nature of company’s business activities or
corporate structure, other than as a consequence of the proposals outlined in these
documents or the company’s staffing requirements that are inconsistent with the objectives
of the agreement reached between John Fenty and Michael Parker for the survival, growth
and development of the company and to provide the best opportunity for Grimsby Town
Football Club to regain football league status.
2. Information on the Concert Party
The deemed Concert Party in respect of this matter are John Fenty, Michael Parker and
Helen Laight. Helen Laight is John Fenty’s fiancée. Their individual beneficial
shareholdings in the issued share capital of the company are as follows:-
Current shareholding Percentage of current
in units of £1 issued share capital
John Fenty 212,889 41.68%
Helen Laight 44,295 8.67%
Michael Parker 1,000 0.20%
_______ _____
258,184 50.55%
====== =====
The Independent Shareholders, excluding the Independent Directors as disclosed in Note 5
below hold 251,046 representing 49.15% of the current issued share capital.
John Fenty proposes to subscribe for 242,816 shares in the Company at a price of £1 per
share; Michael Parker proposes to subscribe for 499,000 shares in the Company at a price
of £1 per share; Helen Laight’s entire shareholding will be transferred to John Fenty.
Therefore, the individual beneficial shareholdings of the Concert Party after any allotment
of shares in pursuance of the waiver proposal will be as follows:-
5
Shareholding Percentage of the enlarged
in units of £1 issued share capital
John Fenty 500,000 39.92%
Michael Parker 500,000 39.92%
________ _____
1,000,000 79.84%
======== =====
The Independent Shareholders, excluding the Independent Directors as disclosed in Note 5
below will hold 251,046 representing 20.05% of the enlarged issued share capital
3. Responsibility
The Directors’ whose names are set out in paragraph 4 below accept responsibility for the
information contained in this document. To the best of the knowledge and belief of the
Directors (who have taken all reasonable care to ensure that such is the case) the
information contained in this document is in accordance with the facts and does not omit
anything likely to affect the import of such information. Michael Parker also accepts
responsibility for the information contained in this document, and to the best of his
knowledge and belief (having taken all reasonable care to ensure that such is the case)
that the information contained in this document is in accordance with the facts and does not
omit anything likely to affect the import of such information.
4. The Directors of the Company
4.1 The names of the Directors are as follows:-
John Fenty (Chairman) Michael Chapman (Director)
John Elsom (Director) Peter Furneaux (Director)
Michael Parker (Director)
4.2 The Company’s Registered Office is Blundell Park, Cleethorpes, North East Lincolnshire,
DN35 7PY
5. Share capital, disclosable interests and dealings in shares
5.1 For the purposes of this paragraph 5:
“acting in concert” has the meaning attributed to it in the Takeover Code.
“arrangement” includes any indemnity or option arrangements, and any agreement or
understanding, formal or informal, of whatever nature, relating to relevant securities which
may be an inducement to deal or refrain from dealing.
“connected adviser” has the meaning attributed to it in the Takeover Code.
“connected person” has the meaning attributed to it in Section 252 of the Companies Act
2006.
“control” means an interest, or interests in shares carrying in aggregate 30 per cent or more
of the voting rights attributable to the share capital of a company which are currently
exercisable at a General Meeting , irrespective of whether such interest or interests give de
facto control.
“dealing” or “dealt” includes the following:
6
a) the acquisition or disposal of relevant securities, of the right (whether conditional or
absolute) to exercise or direct the exercise of voting rights attached to relevant
securities, or of general control of relevant securities;
b) the taking, granting, acquisition, disposal, entering into, closing out, termination,
exercise (by either party) or variation of an option (including a traded option contract) in
respect of any relevant securities;
c) subscribing or agreeing to subscribe for relevant securities;
d) the exercise of conversion of any relevant securities carrying conversion or
subscription rights;
e) the acquisition of, disposal of, entering into, closing out, exercise (by either party) of
any rights under, or variation of, a derivative referenced, directly or indirectly to relevant
securities;
f) entering into, terminating or varying the terms of any agreement to purchase or sell
relevant securities; and
g) any other action resulting, or which may result, in an increase or decrease in the
number of relevant securities in which a person is interested or in respect of which he
has a short position.
“derivative” includes any financial product whose value in whole or in part is determined
directly or indirectly by reference to the price of an underlying security but which does not
include the possibility of delivery of such underlying security.
“disclosure date” means 5th September 2010, being the latest practicable date prior to the
posting of this document.
“disclosure period” means the period commencing on 6th September 2009, being the date
12 months prior to the date of the posting and availability of this document and ending on
the disclosure date.
“exempt principal trader” or “exempt fund manager” has the meaning attributed to it in the
Takeover Code.
being “interested” in relevant securities includes where a person:
a) owns relevant securites;
b) has the right (whether conditional or absolute) to exercise or direct the exercise of the
voting rights attaching to relevant securities or has general control of them;
c) by virtue of any agreement to purchase, option or derivative, has the right or option to
acquire relevant securities or call for their delivery or is under an obligation or take
delivery of them, whether the right, option or obligation is conditional or absolute and
whether it is in money or otherwise; or
d) is party to any derivative whose value is determined by reference to its price and which
results, or may result, in this having a long position in it.
“relevant securities” means shares in the Company (or derivatives referenced thereto) and
securities convertible into, rights to subscribe for and options (including trading options) in
respect thereof.
“short position” means any short position (whether conditional or absolute and whether in
money or otherwise) including any short position under a derivative, any agreement to sell
or any delivery obligation or right to require another person to purchase or take delivery.
5.2 At the Annual General Meeting of the Company held on 27th November 2009, the Directors
were unconditionally authorised generally to allot at any time during the period of five years
from that date any relevant securities of the Company free of any pre-emption rights.
7
At the aforementioned Annual General Meeting, the shareholders unanimously approved a
resolution amending the Company’s Articles of Association revoking any provision in the
Articles setting out the maximum amount of Shares that may be allotted by the Company
so that there shall be no such maximum amount.
Therefore, an unlimited amount of unissued shares are at the disposal of the Directors who
may allot, grant options over, offer or otherwise deal with or dispose of to such persons at
such times and generally on such terms and conditions as they may determine, provided
always that the Shares of the Company shall not be allotted at a discount.
Details of Shares allotted under the Directors’ authority granted on 27th November 2009
have been included in the Annual Report and Accounts for the year ended 31st May 2010.
No shares have been allotted between 31st May 2010 and the date of this document.
Details of the individual beneficial shareholdings of the deemed Concert Party have been
disclosed in note 2 above.
5.3 As at the close of business on the disclosure date, the interests of the directors and their
immediate families and the interests of persons connected with them in the issued share
capital of the company were as follows:-
Shareholding Percentage of current
in units of £1 issued share capital
Michael Chapman 500 0.10%
John Elsom 500 0.10%
John Fenty 257,184 50.35%
Peter Furneaux 500 0.10%
Michael Parker 1,000 0.20%
5.4 As at the close of business on the disclosure date:-
(i) none of the members of the Concert Party or their associates had a right to
subscribe for, or had any short position in relation to, any shares of the company;
(ii) none of the members of the Concert Party or their associates had any interest in or
a right to subscribe for, or had any short position in relation to, any shares of the
company, nor had they dealt in any shares of the company;
(iii) no other person acting in concert with the Concert Party had any interest in or a
right to subscribe for, or had any short position in relation to, any shares of the
company, nor had they dealt in any shares of the company during the disclosure
period;
(iv) neither the Concert Party nor any person acting in concert with the Concert Party
had borrowed or lent any shares of the company, save for any borrowed shares
which have been on-lent or sold;
(v) neither the Company nor any Directors (including any members of such Directors’
respective immediate families, related trusts or connected persons) had any
interests in or right to subscribe for, or had any short position in relation to, any
shares in any member of the Concert Party being a corporate body (or derivatives
referenced thereto) and securities convertible into, rights to subscribe for and
options (including trading options) in respect thereof;
(vi) none of the Directors (including any members of such Directors’ respective
immediate families, related trusts or connected persons) had any interests in or
right to subscribe for, or had any short position in relation to, any shares of the
8
Company and securities convertible into, rights to subscribe for and options
(including traded options) in respect thereof;
(vii) no other persons (including any members of such persons’ respective immediate
families, related trusts or connected persons) acting in concert with the Company
had any interests in or right to subscribe for, or had any short position in relation to
any shares of the Company and securities convertible into, rights to subscribe for
and options (including traded options) in respect thereof; and
(viii) no person acting in concert with the Company has borrowed or lent any shares of
the company, save for any borrowed shares with have been on-lent or sold.
(ix) There have been very few share transfers registered within the disclosure period.
Any such transfers are generally those arising from the winding up of a deceased
shareholders’ financial affairs.
6. Directors’ service contract and other interests
6.1 The Company’s Directors receive no remuneration in their capacity as Directors and
accordingly have no formal service agreement with the Company. They are entitled to be
reimbursed for expenses incurred on the Company’s behalf.
6.2 The Annual Report and Accounts provides information on an aggregate basis in respect of all
transactions between the Company and its Directors and any party associated with the
Directors, together with details of the pension contributions relating to the contingent liability
in respect of John Fenty.
6.3 The Annual Report and Accounts give details of a Debenture created in favour of John Fenty
to secure financial support provided by him to the Company up to an amount of £333,000.
6.4 There are no other contractual obligations or arrangements that have been entered into
between the Company and its Directors or any party associated thereto nor are there any
such matters pending that have not been disclosed within this document.
7. Material contracts
There have been no contracts entered into by The Grimsby Town Football Club plc otherwise
than in the ordinary course of business during the two years immediately preceding the date
of this document which are or may be material at any time which contain an obligation or
entitlement which is material to The Grimsby Town Football Club plc as at the date of this
document.
8. Material changes
There has been no material change in the financial or trading position of the Company since
31st May 2010 being the last day of the financial period for which the Company’s most recent
audited financial statements have been prepared.
9. General
9.1 There are no agreements, arrangements or understandings existing between the offeror or
any person acting in concert with him, and any of the Directors, recent Directors,
Shareholders or recent Shareholders of the Company having any connection with or
dependence upon the Whitewash Resolution.
9.2 No agreement, arrangement or understanding exists whereby any shares allotted in
pursuance of the Whitewash proposal will be transferred to any other persons.
9
9.3 Shares allotted in pursuance of the Whitewash proposal will be financed from personal funds;
in the case of Michael Parker, from the conversion of monies already invested; in the case of
John Fenty, by the conversion of his existing loans. As a consequence, there will be no
requirement for the payment of any interest, the provision of any security or any other liability
imposed on the company as a result of the proposed transaction.
9.4 Weaver Wroot have given and not withdrawn their written consent to the issue of this
document with the reference to Weaver Wroot in the form and context in which they appear.
9.5 The current financial and trading position of the Company is as detailed in the Annual Report
and Accounts for the year ended 31st May 2010 which should be read in conjunction with this
document.
10. Documents available for inspection
Copies of the following documents will be available for inspection at the Registered Office of
the Company, Blundell Park, Cleethorpes, North East Lincolnshire DN35 7PY up to and
including the 30th September 2010 and at the Annual General Meeting to be held on that day
and are available on the company’s website
http://www.extra-gtfc.co.uk/accounts2:-(i) The Memorandum and Articles of Association of The Grimsby Town Football Club plc.
(ii) The audited account of the Company for the financial years ended 31st May 2008, 31st
May 2009 and 31st May 2010.
(iii) The letter of Consent referred to in Paragraph 9.4 above
DATED: 6th September 2010
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