19
by Chris Davis
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.