The Share Issue statement from the OS last Friday

Quoted from Pongo

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/accounts2
Recommendations
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

Quoted from Pongo

93 The point is , that it was an agreement and ratified by the shareholders at the May 2010  AGM. There is no break clause and and i think Mr Parker left in March 2011 when it looks like he broke the agreement as he publicly confirmed he would not be funding the club going forward.

If you were Mr Fenty would you then keep funding the club on your own. I suspect not!!! but to his credit he has done. Wouldn't you agree!!!!

Quoted from Chris

There is an argument that the Trust will be less influential with less shares. Others believe by settling this situation, the Trust will ensure a much better working relationship with JF. What is certainly true is that the trust will only be as influential as JF allows them to be, he'll never give anything away he doesnt want to give away. The only way the Trust can TRULY influence is if as many people as possible join up. Barralad made this pooint previously, and the Trust promotional papers say it too, that together, we are stronger. A cliche I know but still true non the less.

There are some very able minds on this forum, and I'd love to see some of them actively involved with the trust.

Quoted from Denby

oh, and i notice that fenty's statement from september last year has disappeared off the snos

Quoted from Pongo

That's right Mark Cooper and Justin Edinburgh turned us down, oh woe is me I am a thickcunt

Oh how I am a fenty supporter. I just keep peddling tripe.

Quoted from Denby

oh, and i notice that fenty's statement from september last year has disappeared off the snos

Quoted from Ipswin

[quote=613] One board member nearly resigned his position because he voted no. quote]

There's (nearly) one decent member on the board of the Trust then