| Interesting Trust Email 20:09 - Jun 29 with 140915 views | Neath_Jack |
Regarding the options open to us.
It's going to cause some massive debate on here i reckon  |  |
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| Interesting Trust Email on 22:54 - Jul 1 with 1859 views | Nookiejack |
| Interesting Trust Email on 22:27 - Jul 1 by Uxbridge |
We could lose. Their QC could present a better case. How is that not something that can be comprehended? |
Given the selling shareholders have given the Yanks a warranty - will the Yanks fight that hard? |  | | |
| Interesting Trust Email on 22:58 - Jul 1 with 1850 views | NeathJack |
| Interesting Trust Email on 22:54 - Jul 1 by Nookiejack |
Given the selling shareholders have given the Yanks a warranty - will the Yanks fight that hard? |
Apologies if I have missed something, but where has the information regarding this warranty come from?
Is it in the public domain or just "something someone has heard"? |  | | |
| Interesting Trust Email on 23:03 - Jul 1 with 1841 views | Pokerface |
| Interesting Trust Email on 21:03 - Jul 1 by Flashberryjack |
There will be no court case. |
A few predicted this a long time ago... before spending 90k on a Q C who thinks we have a good case but chose to ignore.
Did anyone really think the Trust would go to court over this ? Ever. Really.
Its all been a bit predictable and a damp squib.
I posted months ago that Trust would not go to court , would throw up a few good news stories along lines of look at our influence at the club. Blah blah. | |
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| Interesting Trust Email on 23:04 - Jul 1 with 1840 views | Uxbridge |
| Interesting Trust Email on 22:46 - Jul 1 by morningstar |
" as you've a tad insultingly said before"
So Nookie's being insulting, i'm being insulting?
Listen up everyone, if you tell it as it is,and Ux doesn't agree then you're being insulting. ....  |
Ah feck. I just wrote a really detailed reply saying how Nookies got previous for this, how I know I'm not going to convince anyone but I do feel a duty to call out all possible scenarios, pros and cons etc, and how I know I'm unlikely to convince anyone to change their minds and that most of the time me posting is so I can get things right in my own head. It really was quite a good post. Ah well.
I do love the "I'm a real fan and the fans agree with me" comments though. It's interesting how different the debate on Thursday night and the one on here have been. |  |
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| Interesting Trust Email on 23:06 - Jul 1 with 1827 views | morningstar |
| Interesting Trust Email on 22:36 - Jul 1 by Uxbridge |
Well you say that, but I was in a room with 100 fans on Thursday and nobody there was advocating legal action. Many were absolutely terrified that the vote could go that way. Be careful when you say someone is out of touch.. There are fans who agree with you. A fair amount I wager.
I understand the anger. Phils a better man than I for being able to get in a room with them as often as he has. I couldn't have stomached it. However, I've asked myself two questions. What's best for the Trust, and what's best for the club. In this case, I think the offer is the best course. |
Of course they'd be terrified listening to Phils statement Ux. Who wouldn't be! But it would have been naive at best to think you'd get the same reception on here. After all, most of us have been here since the formation of the trust and believed we had a partnership and a 21% stake in our club. That was destroyed, and the trust board must accept that there is a large percentage of members who are not prepared to agree with this meagre offer that's been put on the table. Old skool we are. |  |
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| Interesting Trust Email on 23:07 - Jul 1 with 1818 views | Nookiejack |
| Interesting Trust Email on 22:58 - Jul 1 by NeathJack |
Apologies if I have missed something, but where has the information regarding this warranty come from?
Is it in the public domain or just "something someone has heard"? |
The warranty was discussed in the first Trust statement on this matter.
http://www.swanstrust.co.uk/2016/10/20/trust-members-forum-address/
'On the 19th July the Supporters Trust were then approached by Chris Farnell, a solicitor acting for Huw Jenkins and other selling parties, asking the Trust to sign a waiver stating that the original Shareholders Agreement was not, and had never been, valid. This document, which was sent with the full awareness of Huw Jenkins as a signatory, also came with the offer that, if signed, the Supporters Trust would be afforded 2 director positions on the club board — one full directorship and the other with observer status. This offer was rejected and the document remains unsigned on our part. It also demonstrates that, even though the sellers warranted that there was no existing shareholder agreement, the sellers were more than aware of its existence, otherwise why would they seek to invalidate it?' | | | |
| Interesting Trust Email on 23:08 - Jul 1 with 1818 views | Uxbridge |
| Interesting Trust Email on 23:06 - Jul 1 by morningstar |
Of course they'd be terrified listening to Phils statement Ux. Who wouldn't be! But it would have been naive at best to think you'd get the same reception on here. After all, most of us have been here since the formation of the trust and believed we had a partnership and a 21% stake in our club. That was destroyed, and the trust board must accept that there is a large percentage of members who are not prepared to agree with this meagre offer that's been put on the table. Old skool we are. |
You think those there on Thursday weren't? I recognised some of the faces from back then. I suspect they'd disagree with you.
Mind you, a fair few contributing on this thread aren't even members. | |
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| Interesting Trust Email on 23:09 - Jul 1 with 1806 views | londonlisa2001 |
| Interesting Trust Email on 22:21 - Jul 1 by Uxbridge |
I'm confused then. I've got people telling me we've got no right to involvement now. How is this agreement taking that away?
With regards to the drag and tag, that's a debate I'm surprised hasn't been a bigger one. You're absolutely right, agreeing to this could compel the Trust to sell its stake in the event of a future sale. Assuming the new buyers wanted that of course.. There's a PR hit they may not want to take. On the flip side, not getting the tag along clause means that the Trust may not be able to be involved in any future sale, and probably means there's a detrimental financial impact on the shareholding value. For me, the risk of being left with a stake that nobody else really needs to buy so in reality isn't worth as much as we'd like it to be, and we could truly be ignored by any future buyer, is bigger than the risk of being included in a future sale. At least with this Deal we can build certain agreements regarding the relationship into the documentation. |
No one is talking tag and drag because maybe people don't understand (completely understandably) the importance and it hasn't as yet been brought properly to people's attention, what it's all about and the potential importance.
I'm happy to talk about it though.
The drag rights give the control over when the trust's remaining shares are sold, for how much, and to whom. So let's say the club get relegated. The Americans decide to cut their losses after three years of parachute payments and sell the club to some complete shark. Nothing the Trust can do. Their shares get sold. So the argument that the Trust accepting the deal gives a long term involvement in the club is just not true. These guys have not bought the club for a 20 year investment. Why the hell would they. They've bought the club to flip it at a profit when the next, even bigger TV deal comes around in the hope that they can't keep us in the Premier League until then. Maybe the one after next.
As for the PR hit - they don't give a toss. They go back to America, they hope richer, and they're happy.
On the tag rights, I agree it's a good thing on the face of it. But, as I said when I first read the email, I have many questions, and some of them revolve around the tag,
What, exactly, is the nature of the tag rights being offered? Is it a tag along in the event that the shares of Swansea City 2002 (or whatever it's called), currently owned by Swansea Football LLC get sold? What about if the shares in Swansea Football LLC get sold? In fact, no one seems to know who's owns them anyway, so are you going to find out?
Because if they are able to sell their shares in Swansea Football LLC without the trust's tag being triggered, then that gets around it anyway.
If that is the case, they've effectively got themselves drag rights without the Trust being guaranteed to be able to share in any upside deal. [Post edited 1 Jul 2017 23:15]
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| Interesting Trust Email on 23:10 - Jul 1 with 1803 views | Uxbridge |
| Interesting Trust Email on 23:07 - Jul 1 by Nookiejack |
The warranty was discussed in the first Trust statement on this matter.
http://www.swanstrust.co.uk/2016/10/20/trust-members-forum-address/
'On the 19th July the Supporters Trust were then approached by Chris Farnell, a solicitor acting for Huw Jenkins and other selling parties, asking the Trust to sign a waiver stating that the original Shareholders Agreement was not, and had never been, valid. This document, which was sent with the full awareness of Huw Jenkins as a signatory, also came with the offer that, if signed, the Supporters Trust would be afforded 2 director positions on the club board — one full directorship and the other with observer status. This offer was rejected and the document remains unsigned on our part. It also demonstrates that, even though the sellers warranted that there was no existing shareholder agreement, the sellers were more than aware of its existence, otherwise why would they seek to invalidate it?' |
And so we know what the warranty says, and what would happen if it's called in? | |
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| Interesting Trust Email on 23:10 - Jul 1 with 1799 views | NeathJack |
| Interesting Trust Email on 23:07 - Jul 1 by Nookiejack |
The warranty was discussed in the first Trust statement on this matter.
http://www.swanstrust.co.uk/2016/10/20/trust-members-forum-address/
'On the 19th July the Supporters Trust were then approached by Chris Farnell, a solicitor acting for Huw Jenkins and other selling parties, asking the Trust to sign a waiver stating that the original Shareholders Agreement was not, and had never been, valid. This document, which was sent with the full awareness of Huw Jenkins as a signatory, also came with the offer that, if signed, the Supporters Trust would be afforded 2 director positions on the club board — one full directorship and the other with observer status. This offer was rejected and the document remains unsigned on our part. It also demonstrates that, even though the sellers warranted that there was no existing shareholder agreement, the sellers were more than aware of its existence, otherwise why would they seek to invalidate it?' |
Ta.
Assuming that actually is meant to read as it does and is not just an unfortunate choice of wording, it certainly appears to strengthen the case. | | | |
| Interesting Trust Email on 23:12 - Jul 1 with 1793 views | UplandsJack |
Sorry but I'm just amazed how easily you guys from the TB are taken in by these yanks, throwing you a few crumbs in the grand scheme of things. They are playing you ffs.
Please, please Wake up and smell the coffee.
They see the trust as an irrelevance in the grand scheme of things. Don't forget they got Jenkins telling them how he kept the trust in his pocket for the last decade after all.
Let's be honest here, the only reason this offer, if you can call it an offer, has been put foward is because they know, like most of us do, the trust has an almost nailed on case. They would have sought legal advice too mind.
They only started paying lip service towards the trust, when the wheels were falling off on the pitch, to try and get the fans back onside.
This offer is far cheaper for them, than coughing up £21 million plus costs. Not to mention the fact that all the dirt will come out and ALL the fanbase will finally wake up to what underhand shite has gone on. Thus causing even more unrest on the terraces.
They certainly won't want that either.
No, we need to reject this offer and either get all the original points outlined by Phil last year plus the immediate removal of Jenkins and Dineen from the club.
If they are not prepared to concede, go to court.
Cometh the hour cometh the man...,. |  | | |
| Interesting Trust Email on 23:17 - Jul 1 with 1774 views | Uxbridge |
| Interesting Trust Email on 23:09 - Jul 1 by londonlisa2001 |
No one is talking tag and drag because maybe people don't understand (completely understandably) the importance and it hasn't as yet been brought properly to people's attention, what it's all about and the potential importance.
I'm happy to talk about it though.
The drag rights give the control over when the trust's remaining shares are sold, for how much, and to whom. So let's say the club get relegated. The Americans decide to cut their losses after three years of parachute payments and sell the club to some complete shark. Nothing the Trust can do. Their shares get sold. So the argument that the Trust accepting the deal gives a long term involvement in the club is just not true. These guys have not bought the club for a 20 year investment. Why the hell would they. They've bought the club to flip it at a profit when the next, even bigger TV deal comes around in the hope that they can't keep us in the Premier League until then. Maybe the one after next.
As for the PR hit - they don't give a toss. They go back to America, they hope richer, and they're happy.
On the tag rights, I agree it's a good thing on the face of it. But, as I said when I first read the email, I have many questions, and some of them revolve around the tag,
What, exactly, is the nature of the tag rights being offered? Is it a tag along in the event that the shares of Swansea City 2002 (or whatever it's called), currently owned by Swansea Football LLC get sold? What about if the shares in Swansea Football LLC get sold? In fact, no one seems to know who's owns them anyway, so are you going to find out?
Because if they are able to sell their shares in Swansea Football LLC without the trust's tag being triggered, then that gets around it anyway.
If that is the case, they've effectively got themselves drag rights without the Trust being guaranteed to be able to share in any upside deal. [Post edited 1 Jul 2017 23:15]
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I've got a bit more faith in Dai's ability as a lawyer than you seem to, if you think he'd not cover that sort of scenario. Of course it needs to be watertight.
True the value of the club could go down as well as up. You only covered the negative scenario there of course. However, surely the drag along would be implemented by a future buyer rather than the seller. Why would the Americans give a stuff if they were selling theirs? It could only be at the request of a future buyer so that's where the reputational risk is.
It's an important issue though. I know from the room on Thursday that some want to keep the stake at any cost. This will not appeal to them. Ideal world I'd agree, but the lack of protections mean we have to look down other paths. | |
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| Interesting Trust Email on 23:18 - Jul 1 with 1768 views | Uxbridge |
| Interesting Trust Email on 23:10 - Jul 1 by NeathJack |
Ta.
Assuming that actually is meant to read as it does and is not just an unfortunate choice of wording, it certainly appears to strengthen the case. |
How so? | |
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| Interesting Trust Email on 23:23 - Jul 1 with 1739 views | Nookiejack |
| Interesting Trust Email on 23:04 - Jul 1 by Uxbridge |
Ah feck. I just wrote a really detailed reply saying how Nookies got previous for this, how I know I'm not going to convince anyone but I do feel a duty to call out all possible scenarios, pros and cons etc, and how I know I'm unlikely to convince anyone to change their minds and that most of the time me posting is so I can get things right in my own head. It really was quite a good post. Ah well.
I do love the "I'm a real fan and the fans agree with me" comments though. It's interesting how different the debate on Thursday night and the one on here have been. |
I have just been challenging that because you don't really want to sell (you want to maintain involvement) then the Yank's low ball offer suits you.
The Yank's should have made the same offer to the Trust that all the other selling shareholders received.
Why should the Trust receive a worse offer? Or are you saying the current offer on the table is better than the other selling shareholders received? | | | |
| Interesting Trust Email on 23:24 - Jul 1 with 1733 views | Whiterockin |
Personally I feel that many trust members feel that the trust hierarchy have not been strong enough over the last 12 months and will use the vote to vent their frustration. |  | | |
| Interesting Trust Email on 23:24 - Jul 1 with 1732 views | NeathJack |
| Interesting Trust Email on 23:18 - Jul 1 by Uxbridge |
How so? |
If the Yanks have what appears to be on the face of it (I may be miles off mind) an insurance policy against the sellers in the event of the original shareholders agreement being shown as valid in court, then it seems to show an amount of knowledge on their part that there is a decent chance it could be proven as such.
In which case I would imagine, although again for purposes of clarity I'm not a Q.C ;-), it would have a detrimental effect on any argument they are prepared to make in court to the contrary. | | | |
| Interesting Trust Email on 23:28 - Jul 1 with 1717 views | morningstar |
| Interesting Trust Email on 23:08 - Jul 1 by Uxbridge |
You think those there on Thursday weren't? I recognised some of the faces from back then. I suspect they'd disagree with you.
Mind you, a fair few contributing on this thread aren't even members. |
Of course i don't think they weren't! You've missed the point, and that being they sat there listening to Phil's statement and said nothing as there was no counter argument. Just because no one stood up and argued against it doesn't mean you have a 100 people in the room who agreed with what was said. | |
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| Interesting Trust Email on 23:29 - Jul 1 with 1713 views | Uxbridge |
| Interesting Trust Email on 23:24 - Jul 1 by NeathJack |
If the Yanks have what appears to be on the face of it (I may be miles off mind) an insurance policy against the sellers in the event of the original shareholders agreement being shown as valid in court, then it seems to show an amount of knowledge on their part that there is a decent chance it could be proven as such.
In which case I would imagine, although again for purposes of clarity I'm not a Q.C ;-), it would have a detrimental effect on any argument they are prepared to make in court to the contrary. |
So they'd happily lose a case, because they might win another one? Not sure I follow to be honest. Wouldn't they try to win the first one so that it didn't matter?
Plus we don't know what the warranty says, or what it would mean if it was upheld. Maybe it states that they get free run of Morgan's chrome palace if the win.  A theoretical leap is one thing but we're in danger of making a few here. | |
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| Interesting Trust Email on 23:30 - Jul 1 with 1709 views | MattG |
| Interesting Trust Email on 23:28 - Jul 1 by morningstar |
Of course i don't think they weren't! You've missed the point, and that being they sat there listening to Phil's statement and said nothing as there was no counter argument. Just because no one stood up and argued against it doesn't mean you have a 100 people in the room who agreed with what was said. |
There was a show of hands - accept the offer, go legal or do nothing.
A few went for "do nothing" but nobody voted to go legal which really surprised me. |  | | |
| Interesting Trust Email on 23:31 - Jul 1 with 1706 views | NeathJack |
| Interesting Trust Email on 23:29 - Jul 1 by Uxbridge |
So they'd happily lose a case, because they might win another one? Not sure I follow to be honest. Wouldn't they try to win the first one so that it didn't matter?
Plus we don't know what the warranty says, or what it would mean if it was upheld. Maybe it states that they get free run of Morgan's chrome palace if the win. A theoretical leap is one thing but we're in danger of making a few here. |
I'm not saying that at all. I'm saying that by warranting against the potential outcome of any Trust legal case, they may have weakened their case by doing so. | | | |
| Interesting Trust Email on 23:32 - Jul 1 with 1701 views | Pokerface |
| Interesting Trust Email on 23:04 - Jul 1 by Uxbridge |
Ah feck. I just wrote a really detailed reply saying how Nookies got previous for this, how I know I'm not going to convince anyone but I do feel a duty to call out all possible scenarios, pros and cons etc, and how I know I'm unlikely to convince anyone to change their minds and that most of the time me posting is so I can get things right in my own head. It really was quite a good post. Ah well.
I do love the "I'm a real fan and the fans agree with me" comments though. It's interesting how different the debate on Thursday night and the one on here have been. |
The debate on Thursday was different.
Its no surprise the Trust is full of "Yes" men and loves to be surrounded by them. You ALL agree this is best way forward- no court case.
That is a very weak set up in any company/ committee/ Trust whatever you are.
All agree says one thing to me. It aint good. Unheard of in any decent democracy. Very worrying. Too scared to speak up ? | |
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| Interesting Trust Email on 23:33 - Jul 1 with 1698 views | UplandsJack |
| Interesting Trust Email on 23:09 - Jul 1 by londonlisa2001 |
No one is talking tag and drag because maybe people don't understand (completely understandably) the importance and it hasn't as yet been brought properly to people's attention, what it's all about and the potential importance.
I'm happy to talk about it though.
The drag rights give the control over when the trust's remaining shares are sold, for how much, and to whom. So let's say the club get relegated. The Americans decide to cut their losses after three years of parachute payments and sell the club to some complete shark. Nothing the Trust can do. Their shares get sold. So the argument that the Trust accepting the deal gives a long term involvement in the club is just not true. These guys have not bought the club for a 20 year investment. Why the hell would they. They've bought the club to flip it at a profit when the next, even bigger TV deal comes around in the hope that they can't keep us in the Premier League until then. Maybe the one after next.
As for the PR hit - they don't give a toss. They go back to America, they hope richer, and they're happy.
On the tag rights, I agree it's a good thing on the face of it. But, as I said when I first read the email, I have many questions, and some of them revolve around the tag,
What, exactly, is the nature of the tag rights being offered? Is it a tag along in the event that the shares of Swansea City 2002 (or whatever it's called), currently owned by Swansea Football LLC get sold? What about if the shares in Swansea Football LLC get sold? In fact, no one seems to know who's owns them anyway, so are you going to find out?
Because if they are able to sell their shares in Swansea Football LLC without the trust's tag being triggered, then that gets around it anyway.
If that is the case, they've effectively got themselves drag rights without the Trust being guaranteed to be able to share in any upside deal. [Post edited 1 Jul 2017 23:15]
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The reality is Lisa I honestly believe they don't have a clue really what they are advising members to support.
The eventuality you have described in your post is the opposite, to what they are claiming they're securing if members follow their recommendation.
Look, I don't claim to understand a lot of this but I'm questioning how much they (the trust) do too?
They sought advice regarding legal matters, they now need to seek advice commercially too and pronto.
Phil said so himself, it was one thing taking on petty, but it's a completely different ballgame with these guys who deal with multi million pound deals regularly...... | | | |
| Interesting Trust Email on 23:34 - Jul 1 with 1684 views | Uxbridge |
| Interesting Trust Email on 23:28 - Jul 1 by morningstar |
Of course i don't think they weren't! You've missed the point, and that being they sat there listening to Phil's statement and said nothing as there was no counter argument. Just because no one stood up and argued against it doesn't mean you have a 100 people in the room who agreed with what was said. |
True to a point. It was questioned, and there was an informal show of hands. I would totally agree that reading back the statement may mean some will reconsider but it was debated quite robustly at the time.
Think you may be missing my point too though. I don't think PS I'd exactly representative of the entire fanbase. It may well be representative of the vocal minority.. We're all a bit shouty, myself included, but we've seen from how placid the fanbase have been on a matchday since results have turned upwards that most people just want the swans to be winning. A lot of people don't want the sort of upheaval that legal action would bring, regardless. Me, I wouldn't mind so much, so long as it was the right thing to do. Don't think it is though. | |
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| Interesting Trust Email on 23:35 - Jul 1 with 1677 views | londonlisa2001 |
| Interesting Trust Email on 23:17 - Jul 1 by Uxbridge |
I've got a bit more faith in Dai's ability as a lawyer than you seem to, if you think he'd not cover that sort of scenario. Of course it needs to be watertight.
True the value of the club could go down as well as up. You only covered the negative scenario there of course. However, surely the drag along would be implemented by a future buyer rather than the seller. Why would the Americans give a stuff if they were selling theirs? It could only be at the request of a future buyer so that's where the reputational risk is.
It's an important issue though. I know from the room on Thursday that some want to keep the stake at any cost. This will not appeal to them. Ideal world I'd agree, but the lack of protections mean we have to look down other paths. |
Ux - it has nothing to do with faith or a lack of faith in Dai's ability as a lawyer. I am questioning whether there is a legal mechanism to enforce a tag right under Delaware law for a company that the Trust has no shares in if shares in that company are sold when no sale has occurred of the subsidiary in question.
And the reason the Americans would choose to enforce the drag rights are because it is sometimes easier, cleaner, or more valuable to sell 100% of a company than to sell 79% with a difficult shareholder. If they didn't give a stuff they wouldn't have made it part of the deal.
The whole point of this discussion is pointing out that depending on the nature of the tag, the Americans have total control over the sale of the Trust's shares. If it suits them, they can enforce the drag, if it doesn't, they sell Swansea Football LLC instead of Swansea City 2002 Ltd. and the tag is never triggered. | | | |
| Interesting Trust Email on 23:36 - Jul 1 with 1673 views | Nookiejack |
| Interesting Trust Email on 23:18 - Jul 1 by Uxbridge |
How so? |
I suppose one scenario is:/
Yank's don't fight the unfair prejudice case too hard.
They rely on the warranty that sellers have given.
Sellers argue that warranty is not valid.
Yanks argue that if the Original Shareholders Agreement was not in place - why did Huw Jenkins solicitor approach the Trust.
Yanks seem to be in a very strong position in being able to enforce the warranty. | | | |
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