Re: How is this going to work?

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lowandhard wrote: September 15th, 2023, 8:56 am
OLDCROMWELLIAN wrote: September 15th, 2023, 7:58 am
CB. wrote: September 14th, 2023, 11:41 pm It also says in the offer letter that you can withdraw your money and that you “Could” earn interest up-to 2% above the Bank of England base rate. Lol
I believe the offer said you had the right to apply to have your money back if the Trust deemed they could afford it. Not an automatic right.
I think we all really knew we were merely making a donation to help save the club from oblivion as there was a marked absence of interest in taking the club over from Lotto Les, certainly I never heard of any money men in the wings.
The couple of hundred quid that I could afford at the time was never regarded by me as an investment and I knew the “ share certificate “ was worth roughly the value of the paper it is printed on. I do sympathise though with anyone who thought they were of any value to them in the future.
I totally agree, i never expected the money back nor would I want it if he we had a huge cup run and were awash with money. It was always a donation to me I just though it ironic.

Re: How is this going to work?

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I think confusion arises about shares because fans do not realise that there are two separate organisations to consider. Put simply, the first is 'The Trust' and the second is the 'AFC' (The County). The Trust has two types of shares. One is 'ordinary' shares. These shares have voting rights etc. in the Trust BUT NOT the AFC. The Trust has also issued 'Community Shares' but this type of share was only issued as a money raising device for the Trust. Community shares do not have any of the rights of 'ordinary shares'. Effectively, they are just like a receipt for the money used to purchase the Community Shares. They have nominal value but that value is very unlikely to ever materialise and only by a decision of the BOD of the Trust.

Moving on to the 'AFC', the Trust, using money raised in the past, bought shares in the entirely separate legal organisation the 'AFC'. So, they have a majority shareholding in the AFC of about 79%. There are perhaps hundreds of individual shareholder, who hold the other 21%. It is these Trust shares in the AFC only and not the individual shareholders holdings that are subject to transfer in a takeover. No type of share in the Trust itself is involved in any transfer.

So, the purpose of the meeting on the 28 September is to vote on transferring the necessary amount of the 78% of the AFC's shares owned by the Trust to give the preferred bidder a majority shareholding. Therefore, because the Trust cannot control what happens with the private shareholders shares, it has to transfer enough of it's own shares to ensure the the new owner has a 51% majority holding. Effectively., this means around 66% of the Trust's holding. This would leave an approximate distribution as follows: New owner 51%, Trust 28% and individuals 21%.

Now you will see that the Trust and individual share holdings are not too different in size. This is not necessarily good for the new owner, when there are hundreds of individual shareholders. It is because of the greater possibility of what the new owner might consider as potentially disruptive shareholder and 'guerilla' type opposition to it's future decision making abilities. The Trust/AFC directors might also see this but in a different way. So I think that this is why the Trust want the individual AFC shareholders to transfer their shares to them in order to 'big up' the Trust's holding in the AFC . That is to move it to as close to 49% as possible. So, if that happened fully, the new owner would have very much less hassle compared to dealing with a large range of minority shareholders. And the Trust might argue that with as close to 49% of the shareholding, potentially, it would have a much more powerful influence on the future direction of the AFC then it would have with a 28% holding.

Re: How is this going to work?

21
The way I see it the community shares have no value and probably never will. As for the ordinary shares in Newport County, the BoD have decided that they are currently worthless and are prepared tp give away 51% of them to someone in the hope that they can add value to the club by spending money leafing to a future sale of the club when the Trust could receive a substantial sum for the shares we retain

Re: How is this going to work?

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Amberexile wrote: September 15th, 2023, 9:57 am The way I see it the community shares have no value and probably never will. As for the ordinary shares in Newport County, the BoD have decided that they are currently worthless and are prepared tp give away 51% of them to someone in the hope that they can add value to the club by spending money leafing to a future sale of the club when the Trust could receive a substantial sum for the shares we retain
Paul,

I agree with your analysis as far as it goes. Now I stress that the point I'm about to make is just my opinion and might be wrong, and I would be interested in your thoughts.

Newport County are about to go bust.

Huw Jenkins says, give me all your shares and I will make Newport County profitable.

Newport County directors say in terms we'll give you a controlling interest in Newport County but we will keep some shares so that when County are in profit the Trust will receive a substantial sum.

So far we agree.

Huw Jenkins says no. Either you give me all your shares or I walk away and you Mr Everett, Mr Johnson et al can risk being lynched next month when you have to call in the receivers.

Re: How is this going to work?

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Stan A. Einstein wrote: September 15th, 2023, 10:09 am
Amberexile wrote: September 15th, 2023, 9:57 am The way I see it the community shares have no value and probably never will. As for the ordinary shares in Newport County, the BoD have decided that they are currently worthless and are prepared tp give away 51% of them to someone in the hope that they can add value to the club by spending money leafing to a future sale of the club when the Trust could receive a substantial sum for the shares we retain
Paul,

I agree with your analysis as far as it goes. Now I stress that the point I'm about to make is just my opinion and might be wrong, and I would be interested in your thoughts.

Newport County are about to go bust.

Huw Jenkins says, give me all your shares and I will make Newport County profitable.

Newport County directors say in terms we'll give you a controlling interest in Newport County but we will keep some shares so that when County are in profit the Trust will receive a substantial sum.

So far we agree.

Huw Jenkins says no. Either you give me all your shares or I walk away and you Mr Everett, Mr Johnson et al can risk being lynched next month when you have to call in the receivers.
If the AFC was later sold and the Trust was to recieve substantial money from the sale, what could it do with that money? Under the rules of the current Trust it must use it for the furtherance of the Objects of the Trust. So, Trust shareholders cannot be personally enriched by any profit. Therefore, realising that, it gives no motivation to the Trust to sell it's shares in any future sale.

Also, my understanding from previous meetings is that the two potential bidders were only interested in a bare minority acquisition. The reason being that they were anxious to retain the Trust's contribution to the Club income. Further, and all of this, like yours, is only my opinion, members of the Trust are unlikely to turn into a lynch mob if it is made clear to them that the BOD, in conscience, could not accept such draconian terms.

Re: How is this going to work?

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Chris,

I was speaking figuratively. Nobody is going to really be strung up.

But think about this. The directors have made public that the club is presently 'unsustainable'. If viable offers are rejected by the board and the club does fold, and folding is what happens to unsustainable companies, do you think the present directors won't get roasted on social media?

Re: How is this going to work?

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Chris Davis wrote: September 15th, 2023, 10:38 am
Stan A. Einstein wrote: September 15th, 2023, 10:09 am
Amberexile wrote: September 15th, 2023, 9:57 am The way I see it the community shares have no value and probably never will. As for the ordinary shares in Newport County, the BoD have decided that they are currently worthless and are prepared tp give away 51% of them to someone in the hope that they can add value to the club by spending money leafing to a future sale of the club when the Trust could receive a substantial sum for the shares we retain
Paul,

I agree with your analysis as far as it goes. Now I stress that the point I'm about to make is just my opinion and might be wrong, and I would be interested in your thoughts.

Newport County are about to go bust.

Huw Jenkins says, give me all your shares and I will make Newport County profitable.

Newport County directors say in terms we'll give you a controlling interest in Newport County but we will keep some shares so that when County are in profit the Trust will receive a substantial sum.

So far we agree.

Huw Jenkins says no. Either you give me all your shares or I walk away and you Mr Everett, Mr Johnson et al can risk being lynched next month when you have to call in the receivers.
If the AFC was later sold and the Trust was to recieve substantial money from the sale, what could it do with that money? Under the rules of the current Trust it must use it for the furtherance of the Objects of the Trust. So, Trust shareholders cannot be personally enriched by any profit. Therefore, realising that, it gives no motivation to the Trust to sell it's shares in any future sale.

Also, my understanding from previous meetings is that the two potential bidders were only interested in a bare minority acquisition. The reason being that they were anxious to retain the Trust's contribution to the Club income. Further, and all of this, like yours, is only my opinion, members of the Trust are unlikely to turn into a lynch mob if it is made clear to them that the BOD, in conscience, could not accept such draconian terms.
The Swansea Trust got £500,000 which could rise to £2,500,000 if they get back in the Premier League. I expect they had similar model rules to us when they lost their majority shareholding.

Re: How is this going to work?

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Brendan,

I was speaking figuratively too. I know the Directors have stated that they feel that the Club is unsustainable under Trust ownership. However, that does not necessarily mean that the Club goes bust - to quote you earlier. It might be argued, as I think you have, that the Trust has been very badly governed and managed. That is plainly not necessarily the fault of the Trust model just those running the particular manifestation of it, that is, the majority holder in the AFC.

I think that in the extremely unlikely event of the proposed resolutions not being carried, then plainly there must be 'root and branch' revision of the present set up. To me, that would include the removal of most of the current Board, although you must be careful not to assume all are deadwood. It would then be necessary to quickly work up a financial plan that could be put to creditors and financial institutions as well as the Trust members. For myself, I do not think that the club is in such a parlous financial situation that it must inevitably go bust. But I have already set out my approach to dealing with governance and operational problems so it is not beyond the wit of people who are competent and love the club to reshape a viable future even with the continuance of the Trust model.

Re: How is this going to work?

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Chris Davis wrote: September 15th, 2023, 11:49 am Brendan,

I was speaking figuratively too. I know the Directors have stated that they feel that the Club is unsustainable under Trust ownership. However, that does not necessarily mean that the Club goes bust - to quote you earlier. It might be argued, as I think you have, that the Trust has been very badly governed and managed. That is plainly not necessarily the fault of the Trust model just those running the particular manifestation of it, that is, the majority holder in the AFC.

I think that in the extremely unlikely event of the proposed resolutions not being carried, then plainly there must be 'root and branch' revision of the present set up. To me, that would include the removal of most of the current Board, although you must be careful not to assume all are deadwood. It would then be necessary to quickly work up a financial plan that could be put to creditors and financial institutions as well as the Trust members. For myself, I do not think that the club is in such a parlous financial situation that it must inevitably go bust. But I have already set out my approach to dealing with governance and operational problems so it is not beyond the wit of people who are competent and love the club to reshape a viable future even with the continuance of the Trust model.
I agree with much what you say. However you (and Stan and others) are merely speculating about the financial position of County. And the reality is that none of us know, which is the fault of the Trust members elected or the business people co-opted onto the Board of Directors.

These people are now asking Trust members to make a decision without knowing the full extent of the financial hole County are in, or the full prospectus of the consortia looking to own the club.