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Post by Noboddy aka Lord Ealing on Aug 5, 2018 14:12:02 GMT
A great week for WCFC. I worry though about who controls the club through share ownership. I assume it’s still the same bunch that got us into the sh!t to start with. If so they could scupper any routes forward and block any plans the new board has. Surely now is the time to clarify share ownership and truly take back control of the club? If not any future AGMs could be a farce. At present the old guard could technically still control the future.
How can this be prevented?
I wore a City shirt in public for the first time in years today.
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Post by Woodenose on Aug 5, 2018 16:30:01 GMT
A great week for WCFC. I worry though about who controls the club through share ownership. I assume it’s still the same bunch that got us into the sh!t to start with. If so they could scupper any routes forward and block any plans the new board has. Surely now is the time to clarify share ownership and truly take back control of the club? If not any future AGMs could be a farce. At present the old guard could technically still control the future. How can this be prevented? I wore a City shirt in public for the first time in years today. I'm not sure but I think there were 7 or 8 shareholders that scuppered the plans to get the constitution changed, these held 21,000 to 24,000 shares, now then if the club could sell some shares to those supporters that don't own any or just a few, we might be able to nullify those 7 or 8. if we could, then the club would have a great chance to change this out dated and unfair system.
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dragon
First Teamer
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Post by dragon on Aug 5, 2018 17:57:45 GMT
Not to be mischievous but it has struck me that Hampson may have thrown in the towel whilst there is still enough in the bank to cover the repayment of shareholders` funds . Whilst the vast majority of us will willingly forego re-payment, I can`t see the `old` regime being so altruistic.Best to get this situation resolved pdq rather than get too carried away with the feeling of Trust Ownership just round the corner !
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Post by Brooksiders Return!! on Aug 6, 2018 8:42:14 GMT
Agreed - and it would be a good plan to get the old guard together, and lay out the situation. The club could use of all of the shareholder reserves to stay solvent (they are allowed to do that) and then there would be nothing left to pay shareholders as creditors. There would not be Trust ownership, if a constitutional change was brought in, the ownership model would resort to CBS, the club would be the Trust.
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cogg
Squad Member
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Post by cogg on Aug 6, 2018 10:03:43 GMT
Jem, if the club ever becomes a CBS, what is the process whereby fans get to 'own' a piece ? Is this a purchase of a 'share' that goes up/down in value ? a gift in exchange for future voting rights ? A loan for gaining future voting rights ? Just a gift ?
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Post by jimbo on Aug 6, 2018 12:45:18 GMT
The way I read it cogg Is that any shareholder in a CBS becomes a member & has a right to vote on a one vote per member basis. No profits or share dividends are available, they must go back into the community for the whole of the community to benefit. So basically any 'shareholders are donating to the community. I hope this is correct, I hope Jem will correct me if I'm wrong.
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Post by cloud on Aug 7, 2018 6:51:58 GMT
There needs to be an incentive for people to vote for a change to community ownership, ie opening up funding for a new ground. Without that, the desire isn't as strong as it could be at the moment. The timing would be wrong. Without a new ground on the horizon, people probably just see the (Titanic/sieve) situation that Jem posted about last week.
If I were the WCFC Chairman, I’d be straight up the A38 to have a meeting with Dean Holdsworth & see where he's at - now that Parsonage Way is dead.
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Post by Dodger on Aug 7, 2018 10:41:30 GMT
Although I have no evidence to support this, I'm assuming that both messrs Layland and Pinches would have voted with 'the chair' in blocking any constitutional change. Therefore if a new vote is called upon, I would expect them to also vote with 'the chair' in agreeing constitutional change.......if that is Steve Goode's vision, of course.
Dodger.
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Post by Brooksiders Return!! on Aug 7, 2018 11:36:19 GMT
Consitutional change is not a Board decision, it is a shareholder decision only. Last time a vote was called, the motion was defeated by shareholders.
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Post by Noboddy aka Lord Ealing on Aug 7, 2018 12:08:12 GMT
Which is exactly why I raised the topic in the first place. In terms of who controls the club, nothing has changed.
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Post by Dodger on Aug 7, 2018 12:28:04 GMT
Consitutional change is not a Board decision, it is a shareholder decision only. Last time a vote was called, the motion was defeated by shareholders. A slight lack of clarity on my part......what I meant was that presumably both messrs are shareholders and as such may well have voted (shareholding) with the guidance of the chair (Hampson). If both are shareholders, could their number of shares sway any future voting result if the new chair lobbies to go with any constitutional change? Could that 'tip the balance'? Dodger.
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Post by Brooksiders Return!! on Aug 7, 2018 13:21:16 GMT
I'm not entirely sure of their shareholding, but of course neither will have more than 1%
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Post by thatloudbloke on Aug 7, 2018 18:00:54 GMT
Jem, am i correct that it needs 75% in favour to make any change with the constitution? & is this with shares that are held by people or is this 75% of total shares, also what was the percentages at the last EGM ?... & do we know how many shares that those who do not own any would need to be purchased to make the figures work to make the changes...
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Post by Brooksiders Return!! on Aug 7, 2018 20:32:21 GMT
Correct Paul, decisions relating to change of constitution have to be decided as what is known as a Special Resolution. This needs a 75% majority as opposed to a simple majority. This is 75% of the total votes cast, NOT the total of allocated shares (around 160,000) or the total shares in the company (300,000) At present, when it comes to a vote, there are somewhere in the region of 60,000 shares being used, so the numbers would need to be >45,000 in favour. I believe around 20,000 voted in favour of the resolution last time round, with 40,000 against. Bear in mind of course, the Board recommended that shareholders vote against.
The last part of the question is a difficult one, it might be as many as 120,000 shares needed to be purchased, and of course, no one person can buy more than 3,000 , so we'd need to find 40 people willing to purchase the maximum amount. In honesty, a lot depends on the recommendation of the Board, together with a level of lobbying the larger shareholders to show the value of moving to community ownership. The deep criticism I always had of Hampson was his total unwillingness to properly understand what community ownership actually meant, and the value it could bring to the club.
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Post by Brooksiders Return!! on Aug 7, 2018 20:49:32 GMT
It looks like I'm going to have to dust off my Community Shares and CBS documents again. We did assign someone formerly in the Trust as the CBS point of contact, but they were decidedly unimpressive and about as much use as a chocolate leg, which was a real shame. I don't mind doing it again and I think that this time, we can turn things around and affect change.
I'll find out how we can deal with providing an equitable solution for larger shareholders, but still retaining the one shareholder / one vote regardless of shareholding.
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cogg
Squad Member
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Post by cogg on Aug 8, 2018 12:18:23 GMT
Jem, how much would 3,000 city shares cost ? You say you may need 40 purchasers but I guess they could be 40 'groups' of people purchasing under one name ? An option to pursue ?
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Post by Brooksiders Return!! on Aug 8, 2018 18:44:24 GMT
All shares cost one pound, minimum purchase 50. 3,000 therefore costs..............£3,000 It could be 40 groups of people, the issue here is, is WCFC Ltd. worth £120,000 ? Last time I got a fag packet evaluation done by a very successful venture capitalist, he laughed a lot!!!!
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Post by thesecondjack on Aug 8, 2018 22:43:10 GMT
All shares cost one pound, minimum purchase 50. 3,000 therefore costs..............£3,000 It could be 40 groups of people, the issue here is, is WCFC Ltd. worth £120,000 ? Last time I got a fag packet evaluation done by a very successful venture capitalist, he laughed a lot!!!! I seem to recall a conversation on here years ago about Andy Preece being given shares in the club by the then board... This has got me wondering, could the current club board (in theory) give 120,000 shares out to a collective in order to make constitutional change happen? My thought is that the board is meant to act in the shareholders best interests, and that'd be ensuring the company still exists in years to come - if the board only see WCFC existing as a CBS, then gifting shares to enable that would work... right?
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Post by cloud on Aug 9, 2018 6:54:43 GMT
I seem to recall a conversation on here years ago about Andy Preece being given shares in the club by the then board... This has got me wondering, could the current club board (in theory) give 120,000 shares out to a collective in order to make constitutional change happen? My thought is that the board is meant to act in the shareholders best interests, and that'd be ensuring the company still exists in years to come - if the board only see WCFC existing as a CBS, then gifting shares to enable that would work... right? No idea about Andy, but it's fine for an employee to be offered shares in a company as part of their employment (also see SIP's; employer can give up to £3,600 of free shares a year). ...but what you moot is very different, & can you imagine what we would have all said if the previous Board had announced that they were going to give away 120,000 shares to get an outcome that they wanted? Wow!
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cogg
Squad Member
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Post by cogg on Aug 9, 2018 10:49:27 GMT
Oh I agree Jem about the valuation….but if the only way to change the constitution could be to HAVE to buy the shares then to raise 120k across the total world wide fan base sounds achievable
It also sounds ridiculous and my vote would be to kick the whole thing into touch ( to mix my metaphorical sports ) and start again as a new club...
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Post by Brooksiders Return!! on Aug 9, 2018 12:05:28 GMT
All shares cost one pound, minimum purchase 50. 3,000 therefore costs..............£3,000 It could be 40 groups of people, the issue here is, is WCFC Ltd. worth £120,000 ? Last time I got a fag packet evaluation done by a very successful venture capitalist, he laughed a lot!!!! I seem to recall a conversation on here years ago about Andy Preece being given shares in the club by the then board... This has got me wondering, could the current club board (in theory) give 120,000 shares out to a collective in order to make constitutional change happen? My thought is that the board is meant to act in the shareholders best interests, and that'd be ensuring the company still exists in years to come - if the board only see WCFC existing as a CBS, then gifting shares to enable that would work... right? This was one of the 4 resolutions put forward by shareholders at the EGM, which was defeated. The thinking being that those unallocated shares, of which there are about 140,000 would be given to the Supporters Trust, which would make them the majority shareholder - however, that can only happen if the other resolution , to remove the limit of 3,000 shares, was lifted. Yes, if there were 40-50 individuals who could be gifted 3,000 shares each, this could happen. However, there are legal implications, around whats known as "fair value" and the Board could find themselves facing legal claims from shareholders who had to pay £1 per share for their shares, whilst others got theirs for free. There are tax implications too, as it can be argued that the shares have been given away to avoid paying tax on share issues. The Supporters Trust spent a lot of time working with Supporters Direct and their legal and accounting teams to figure out the way forward, and yes it is entirely do-able. There would be tax implications on the recipients of the shares too, due to a clause in the existing Memorandum of Articles. But, this is all possible. If the Board see WCFC only existing as a CBS, then actually the unallocated shares don't need to have anything done at all, just a conversion of existing shares to community shares, but again this needs to be voted on by shareholders.
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Post by Brooksiders Return!! on Aug 9, 2018 15:30:54 GMT
Oh I agree Jem about the valuation….but if the only way to change the constitution could be to HAVE to buy the shares then to raise 120k across the total world wide fan base sounds achievable It also sounds ridiculous and my vote would be to kick the whole thing into touch ( to mix my metaphorical sports ) and start again as a new club... I am sure that this is not, and will not, be the way forward. At least now we can have proper dialogues, with qualified people, and everyone is aiming at the right direction
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Post by Noboddy aka Lord Ealing on Aug 9, 2018 15:49:46 GMT
I'm probably being thick, but if £120k were raised to buy shares would that money be in the newly CBS run club's coffers and thus available to the new board? Or would Hallmark, Boddy and Hampson get another luxury cruise?
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Post by Brooksiders Return!! on Aug 10, 2018 7:46:27 GMT
I'm probably being thick, but if £120k were raised to buy shares would that money be in the newly CBS run club's coffers and thus available to the new board? Or would Hallmark, Boddy and Hampson get another luxury cruise? £120k will not be raised to buy shares, it won't be done this way. First thing will be to work with Supporters Direct and Nick Igoe and, for the first time in a lifetime, we will have a true reflection of the state of the club, with real figures in place. From there, we will look at options based on fact as to the next steps. I would be very surprised if an option was a full price majority buy out, there will be better, and way cheaper options to move this to a CBS
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Post by Woodenose on Feb 28, 2019 11:33:06 GMT
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Post by alwaysnextyear on Feb 28, 2019 11:46:36 GMT
Andy Mitchell, is reporting " hearsay " now a story ?
Whatever the merits of becoming " community owned ", the present business model allied to inept stewardship hasn't done the Club much good has it ?
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Post by Croc on Feb 28, 2019 11:57:30 GMT
I think I know who one of the “unnamed sources” is - not sure if he wanted his views used as part of this story.
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Post by richwidd on Feb 28, 2019 12:18:20 GMT
I think I know who one of the “unnamed sources” is - not sure if he wanted his views used as part of this story. Whoever it is, they clearly do not know anything about Football Clubs. What is this mysterious "investor" waiting for? What exactly would they be "investing" in. Is there a hidden map somewhere in the archives showing the way to long lost treasure which will only reveal itself at a certain moment in time? (A bit like the Goonies but the bad guys got the land).
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Post by Brooksiders Return!! on Feb 28, 2019 12:44:14 GMT
Its a funny one is this. Two club officials go to the Worcester News and say "The Trust don't listen to us, and talk down to us" And the relevance of that is?? As club officials, they should be fully aware that the AGM proposals have been put forward by the Board of the football club, and I'm sure that the Board have looked at all options, and have taken advice from those in a position to provide advice. And having done so, they have presented a resolution for constitutional change to shareholders. What is disappointing is that certain club officials appear to have undermined their employers (even if in an unpaid capacity) on the eve of a very important decision meeting for those employers. This isn't about the Supporters Trust, this is about WCFC Ltd. , surely these club officials must now find their positions untenable.
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Post by jupu on Feb 28, 2019 14:14:04 GMT
Andy Mitchell, is reporting " hearsay " now a story ? Whatever the merits of becoming " community owned ", the present business model allied to inept stewardship hasn't done the Club much good has it ? Fully agree. It's fine to have different shades of opinion. It's a pity that the individuals in question want to be anonymous but they are in a minority. If the existing model was going to work there is no evidence to support that view. The club isn't going to last much longer if things stay as they are.
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