Takeover

Quoted from moosey_club

Unfortunately they have the power so dont have to show their hand at all....entirely upto him whether he sells or not....he could have all his unknown terms and conditions met but still choose to stay.....he has the majority share...he has the board in his pocket...am i right in thinking that currently he cant even be forced out at as he holds 51% doesnt he ?

unchallengeable control that the Trust membership handed him on a plate with the Parker shares if i recall correctly.

I wonder if the trust board rep or other members of the board actually know what terms have to be met for JF to accept a takeover or is it just dependant on his mood that day and if he likes whoever the person(s) are.

He doesn't own that much. There's £2.275m in share capital and he holds £0.975m by my calculation (43%). Anyone whose shareholding goes up to 51% has to buy the other shareholders out - this is in the company articles of association and is the thing that Fenty caught Mike Parker out with (Parker made his additional cash injection in the club in shares and Fenty did it in loans).

What gives Fenty effective control is his loans.

The Trust's donation of shares to Fenty just meant he became the largest shareholder instead of the Trust.

Quoted from KingstonMariner

He doesn't own that much. There's £2.275m in share capital and he holds £0.975m by my calculation (43%). Anyone whose shareholding goes up to 51% has to buy the other shareholders out - this is in the company articles of association and is the thing that Fenty caught Mike Parker out with (Parker made his additional cash injection in the club in shares and Fenty did it in loans).

What gives Fenty effective control is his loans.

The Trust's donation of shares to Fenty just meant he became the largest shareholder instead of the Trust.

Can we have a second referendum on the shares please?  

Quoted from MuddyWaters

Can we have a second referendum on the shares please?  

A People's Vote you mean.

The other annoying thing about this is that at the rate we're going (couple of hundred thou paid back each season) we would have paid off any money he leant in that period, yet he will still have the shares given him by the Trust.

Quoted from Rob_in_Grimsby

That I cant answer sorry but would be a good question to ask at the next fans forum, I suppose the only issue is if they do and it fails to get us promotion then it possibly piles more debt on to the club which for some is unacceptable

Next fan`s forum Rob are you sure that`s wise

Quoted from KingstonMariner

He doesn't own that much. There's £2.275m in share capital and he holds £0.975m by my calculation (43%). Anyone whose shareholding goes up to 51% has to buy the other shareholders out - this is in the company articles of association and is the thing that Fenty caught Mike Parker out with (Parker made his additional cash injection in the club in shares and Fenty did it in loans).

What gives Fenty effective control is his loans.

The Trust's donation of shares to Fenty just meant he became the largest shareholder instead of the Trust.

So he has 3 mill invested in the club ,, peanuts in football terms , and with only 43% he can be out voted , not likely but possible.

Quoted from denni266

So he has 3 mill invested in the club ,, peanuts in football terms , and with only 43% he can be out voted , not likely but possible.

Even if mathematically he could be outvoted (and it would need a coalition of the other major shareholders) it would be pointless because he could take his bat home being the club’s main creditor, and I don’t think there’s the appetite for calling his bluff*

* at least there wasn’t when the Trust members voted to let him have half the shares Parker gave.

so in theory then...if he doesnt own over 50%... any potential investor only has to convince over 50% of the shareholders that its time for JF to move on and force him out ?  They would of course need £2 m or so to hand to repay the loans that JF would no doubt call in under such circumstances but in theory is that how it could work ?

Or does the "board" have to accept any takeover by a vote regardless of shareholding ?

Quoted from moosey_club

so in theory then...if he doesnt own over 50%... any potential investor only has to convince over 50% of the shareholders that its time for JF to move on and force him out ?  They would of course need £2 m or so to hand to repay the loans that JF would no doubt call in under such circumstances but in theory is that how it could work ?

Or does the "board" have to accept any takeover by a vote regardless of shareholding ?

They could buy up unissued share capital, and then buy out one or more of the other large shareholders. No need for board approval as it's technically a public limited company (anyone can buy shares). Once you go over 50% though, under the rules, you have to buy out the other shareholders because their shareholding is then worthless because whoever holds more than half will always get their way.

Subject of course to sorting out the loans from JSF. If he doesn't want it to happen it won't happen, and any new investor wouldn't want his threat hanging over them. This is always going to be the stumbling block. All roads lead to him. For minimal investment he has achieved effective control. Very clever.

The shares the Trust bestowed upon JF I did ask him about returning them with a view to the Trust selling them then reinvesting the money. I can`t recall his exact answer to me but it was a resounding NO on the subject at the time and I was quite suprised he was that bothered? JF could be getting the Club in some funds by flogging some or all of those shares whilst reducing his shareholding or he could sell them back to the Trust for a £1 with a view to them selling them etc etc. He would still be the biggest shareholder the fact he is in effect sat on them suggests to me he isn`t that bothered about getting out? From time to time he gets some grief but in relation to how other clubs fans have reacted to far less stress he and the board have had a very easy ride from the fans here.

He could also sell the shares kindly donated by Mr Parker and put them towards his loans, further freeing up the noose around the clubs throat.
Sorry Mr Parker you got bummed.