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Forum
Reply		Interesting Trust Email
at 14:45 5 Jul 2017

I think the point is that once they have taken the Trust out totally then virtually any future dividend becomes theirs so they could pay the Trust out and then take a wacking dividend to cover it. They could do exactly the same if they bought part of the Trust shareholding but then they would have to share that dividend with the Trust residual shareholding.
Forum
Reply		Interesting Trust Email
at 14:38 3 Jul 2017

It would probably cost around £5k but I think it would be a good idea to hear it from the horse's mouth and to have the opportunity to question him and hear his answers. Given how momentous this decision is £5k is very little.
Forum
Reply		Interesting Trust Email
at 13:23 3 Jul 2017

If the Trust has engaged a QC well versed in these matters I would have thought it worth paying for him to come to the meeting and talk the membership through the issues. Hear it from the guy who will be doing the talking in court and has vast experience of these matters then make your decision with eyes wide open on risks and rewards.
Forum
Reply		Interesting Trust Email
at 12:32 3 Jul 2017

Fair point although warranyt claims work on proving loss. Having to buy more shares at market value may not be much of a loss.

To a degree Jenkins buying some of the Trust share appears to be the Americans telling him this is your mess so put your hands in your pocket to clean up. As you say without seeing the agreement it is only speculation but it would not be a total surprise if shareholders who were not executives did not give the detailed warranties Jenkins and others with executive involvement may have given.
Forum
Reply		Interesting Trust Email
at 12:24 3 Jul 2017

Would you give up the tag rights in return for losing the drag rights?
Forum
Reply		Interesting Trust Email
at 12:19 3 Jul 2017

I have re-appeared because it is a subject I understand better than football. For what it is worth I think the Trust Board have done a good job so far. They may still be able to leverage it up but that depends on whether the membership want to go all out for maximum cash or compromise around a bit of cash now and future potential.

I think it looks obvious getting money back from the selling shareholders is not a likely legal consequence nor is reversing the sale. The only way control of the club comes back is if it falls a few divisions and the trust has a war chest at that point.
Forum
Reply		Interesting Trust Email
at 12:10 3 Jul 2017

Clearly. However my question is whether the offer for a part sale given the Trust's objective of continuing to hold a strategic stake would be sufficient for a judge to rule an offer was on the table that balanced the original prejudice and as a consequence awarded costs against the Trust?

I do take your point that any minority is never in a perfect position and therefore why not get out the maximum cash you can rather than worry about your influence because maybe it can never be that great.
Forum
Reply		Interesting Trust Email
at 09:43 3 Jul 2017

Reading some of the views with interest. There are upsides and down sides with all decisions taken but the key question I would pose to the Trust is this. Your Counsel says you have a good chance of winning and by winning it appears he means correct the prejudice by paying the price the other shareholders got. Has anybody asked him whether your chance of winning goes down if you fail to take what is essentially a compromise offer. Not all shareholders took full cash and I would want to know if turning the offer down risks not only losing but losing with costs awarded against the Trust for bringing an action when a compromise was suggested. I would really want to know Counsel's thoughts on this.

It also strikes me that by Jenkins buying some trust shares the Americans are telling him to put some of the money he took back and put it at risk alongside themselves.


Lisa also makes a good point. the tag must kick in on change of control of any company through which the Swans are owned by the americans.
Forum
Reply		Premier League revenues soar but clubs still make a loss
at 17:56 20 Apr 2017

This is nothing to do with creative accountancy. They are losing hard cash. They do it because they believe there is future capital growth in the share value which is totally dependent on broadcast revenues increasing.

Only an idiot loses £100 to get £20 back in tax relief.
Forum
Reply		Trust Statement
at 19:10 13 Apr 2017

What is FUD?

I am not interested in distractions. I am trying to understand why you and others think this is such a slam dunk case. It does not look like a quasi partnership to me and what is the prejudice that could happen now that could not have happened before. Big management fees and avoiding dividends sure but that has not happened yet.
Forum
Reply		Trust Statement
at 17:32 13 Apr 2017

I have no connections to this case other than as a plastic fan as some would describe me. although I can remember waiting up for my father to return in the early hours after a Swans FA cup victory at Anfield when he told me some England international blasted a penalty over the bar in the last minute with a guy called Noel Dwyer I think in goal and also returning from a losing semi final after being 1 up at the half and making plans for Wembley.
I was at the Vetch for a few games as well in the old double decker when they were in the lower divisions.
My only advice with counsel is to ask him what he would be saying if the other side asked him to defend their case.
[Post edited 13 Apr 2017 17:34]
Forum
Reply		Trust Statement
at 17:24 13 Apr 2017

The concern might be that there is difficulty getting a case heard if they argue there is insufficient assets there to cover costs if they win.. Somebody might need to put a bond up or perhaps the Trusts shares are offered as security.
Forum
Reply		Trust Statement
at 17:20 13 Apr 2017

Not much to argue with there. I have been told if a Counsel tells you 60/40 in reality it is a good as 90% but if he tells you 50/50 it is really 40/60 and if he tells you 40/60 it is really 90% against.
Forum
Reply		Trust Statement
at 17:17 13 Apr 2017

I don't think it could stop it but it would have a pretty good case for unfair prejudice if it happened. A management fee that is excessive is a bit like an elephant. Hard to define until you see it.

I am not sure that remaining a 21% shareholder before and after a transaction is unfair prejudice though, which is why I ask the question as to how solid the grounds for legal action are. Sure you can be diluted sure the articles could be changed but that could have happened before unless the SHA said otherwise.
Forum
Reply		Trust Statement
at 16:11 13 Apr 2017

Yep I am a fan born and bred in Swansea but probably a plastic in your eyes as only took interest when we got to the Prem. Don't attend the Liberty for Swans matches but watch on TV. Just trying to understand why you think you have such a strong legal case with so many of the facts missing.
Forum
Reply		Trust Statement
at 16:04 13 Apr 2017

The case against the selling shareholders seems to be that they represented to the buyers there was not a shareholders agreement. If the Trust gave evidence there was before the contract the buyers would have known this warranty to be untrue. That even assumes there was such a warranty. Is there any more than this to it?
Forum
Reply		Trust Statement
at 16:00 13 Apr 2017

I am not a Jenkins apologist. Just trying to establish some facts around the events.
Forum
Reply		Trust Statement
at 15:51 13 Apr 2017

Its todger by the way.
My strategy would be to gain a full understanding of the facts the legalities and the risks involved. Not let anger take over.
Forum
Reply		Trust Statement
at 13:35 13 Apr 2017

All sides have a lot to lose from litigation. A lot probably depends on whether you are litigating over a premier side or a championship side as to what compromises are made and who makes them.
Forum
Reply		Trust Statement
at 13:24 13 Apr 2017

I am not scare mongering. Just pointing out that company law does not always follow moral law and the Trust board could be wise to not jump in with both feet.
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