Re: HOW YOU MIGHT KILL OFF THE TRUST – (If you wanted to).

31
Chris Davis wrote: November 3rd, 2023, 1:54 pm
OLDCROMWELLIAN wrote: November 3rd, 2023, 1:25 pm
excessbee wrote: November 3rd, 2023, 12:42 pm
Bangitintrnet wrote: November 2nd, 2023, 12:47 pm
excessbee wrote: November 1st, 2023, 6:14 pm I don't recall HJ advocating individual shareholders gifting their AFC shares to the trust. It was mentioned at one of the meetings by Colin Everett. Of course the many people holding one or two shares may only amount to a few percentage points, possibly fewer than those who are no longer with us. There are maybe a dozen or so owning the bulk of the 21%. I don't see them being gifted to the Trust under its current management or constitution but maybe a future regime might make overtures to individuals when the purpose of the Trust is redefined.
...., can't put my hand on HJ's governance model, but I am pretty sure it was also mentioned in aspirational terms in that.

........If it remains a part of the governance model, I would suggest that the trust need to make it easier to re-register under a new name, and indeed transfer a portion in order to increase their overall holding.
You are correct, this is In HJ's statement.

Further consideration to be given to bringing is as many of the shares owned by individual supporters/sponsors into the ownership of the Trust..,....

Seems a bit of an odd statement as he will have a controlling percentage of the shares. Maybe he has a sleeping partner who might put in money for ownership of the remaining trust shares and the more that are in one place the easier the transaction would be.
Certainly wouldn't discount that possibility.
Firstly, the 'further consideration' is always only going to be an aspiration. The 'privates' would have to be convinced to do so. Secondly, don't forget that if 'privates' transfer their shares to the Trust , HJ or a sleeping parther, would not have automatic acces to those shares. The Directors would have to agree to sell them to whoever. It does not necessarily mean that they would do so or the Trust would allow them to do so..
Have no doubt that you are correct, but suspect that such an aspiration would be more easily achieved by dealing with a single entity with a significant amount of shares i.e. the Trust who may be tempted to 'sell' an amount of shares if the price is deemed right. Of course this is pure academic speculation.

Re: HOW YOU MIGHT KILL OFF THE TRUST – (If you wanted to).

32
OLDCROMWELLIAN wrote: November 3rd, 2023, 2:42 pm
Chris Davis wrote: November 3rd, 2023, 1:54 pm
OLDCROMWELLIAN wrote: November 3rd, 2023, 1:25 pm
excessbee wrote: November 3rd, 2023, 12:42 pm
Bangitintrnet wrote: November 2nd, 2023, 12:47 pm
excessbee wrote: November 1st, 2023, 6:14 pm I don't recall HJ advocating individual shareholders gifting their AFC shares to the trust. It was mentioned at one of the meetings by Colin Everett. Of course the many people holding one or two shares may only amount to a few percentage points, possibly fewer than those who are no longer with us. There are maybe a dozen or so owning the bulk of the 21%. I don't see them being gifted to the Trust under its current management or constitution but maybe a future regime might make overtures to individuals when the purpose of the Trust is redefined.
...., can't put my hand on HJ's governance model, but I am pretty sure it was also mentioned in aspirational terms in that.

........If it remains a part of the governance model, I would suggest that the trust need to make it easier to re-register under a new name, and indeed transfer a portion in order to increase their overall holding.
You are correct, this is In HJ's statement.

Further consideration to be given to bringing is as many of the shares owned by individual supporters/sponsors into the ownership of the Trust..,....

Seems a bit of an odd statement as he will have a controlling percentage of the shares. Maybe he has a sleeping partner who might put in money for ownership of the remaining trust shares and the more that are in one place the easier the transaction would be.
Certainly wouldn't discount that possibility.
Firstly, the 'further consideration' is always only going to be an aspiration. The 'privates' would have to be convinced to do so. Secondly, don't forget that if 'privates' transfer their shares to the Trust , HJ or a sleeping parther, would not have automatic acces to those shares. The Directors would have to agree to sell them to whoever. It does not necessarily mean that they would do so or the Trust would allow them to do so..
Have no doubt that you are correct, but suspect that such an aspiration would be more easily achieved by dealing with a single entity with a significant amount of shares i.e. the Trust who may be tempted to 'sell' an amount of shares if the price is deemed right. Of course this is pure academic speculation.
I agree and it doesn't need a sleeping partner of HJ. The trust could sell to anyone. In my opinion, the Trust doesn't need any shares in the AFC to operate successfully as both a Trust and an important parner to HJ as long as it sustains it's relevance to settlors and continues to get a substantial revenue contribution from them.

Re: HOW YOU MIGHT KILL OFF THE TRUST – (If you wanted to).

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Chris Davis wrote: November 3rd, 2023, 2:48 pm


I agree and it doesn't need a sleeping partner of HJ. The trust could sell to anyone. In my opinion, the Trust doesn't need any shares in the AFC to operate successfully as both a Trust and an important parner to HJ as long as it sustains it's relevance to settlors and continues to get a substantial revenue contribution from them.
Much as it pains me to say this, I think that Bangitinthenet is right on this and you are wrong.

My view is that talking of the Trust being a partner to Huw Jenkins is to miss completely the power balance here. Huw Jenkins is, unless there has been a major change of direction, is the owner of Newport County. The Trust will de facto have no power within the structure of Newport County. The Trust will have no say in how the club is administered. If two Trust members are allowed on to the board of Newport County, they will be nominal directors only.

To try to paint the Trust as a 'partner' of Huw Jenkins is simply wrong. The Trust, if it continues to exist, will serve only one purpose. That is to raise funds for Newport County. Every penny that the Trust raises is a penny which Huw Jenkins does not have to raise.

As I have said before, as a business model Huw Jenkins will want Newport County to be successful. The more successful Newport County are the more money Huw Jenkins makes. As I have also said whilst I far prefer a fans owned club, the model Huw Jenkins has in mind are how most clubs are administered. It was how Newport County pre 1988 was run and I would be amazed if Mr Jenkins doesn't make a better fist of it than most County owners have since 1912.

But, and I do think this is an important distinction. Newport County are no longer our club, Newport County are the club we support.

And as for the Trust, call it a Trust by all means. It is though a supporters club. Nothing more and nothing less.

Re: HOW YOU MIGHT KILL OFF THE TRUST – (If you wanted to).

34
Stan A. Einstein wrote: November 3rd, 2023, 3:11 pm
Chris Davis wrote: November 3rd, 2023, 2:48 pm


I agree and it doesn't need a sleeping partner of HJ. The trust could sell to anyone. In my opinion, the Trust doesn't need any shares in the AFC to operate successfully as both a Trust and an important parner to HJ as long as it sustains it's relevance to settlors and continues to get a substantial revenue contribution from them.
Much as it pains me to say this, I think that Bangitinthenet is right on this and you are wrong.

My view is that talking of the Trust being a partner to Huw Jenkins is to miss completely the power balance here. Huw Jenkins is, unless there has been a major change of direction, is the owner of Newport County. The Trust will de facto have no power within the structure of Newport County. The Trust will have no say in how the club is administered. If two Trust members are allowed on to the board of Newport County, they will be nominal directors only.

To try to paint the Trust as a 'partner' of Huw Jenkins is simply wrong. The Trust, if it continues to exist, will serve only one purpose. That is to raise funds for Newport County. Every penny that the Trust raises is a penny which Huw Jenkins does not have to raise.

As I have said before, as a business model Huw Jenkins will want Newport County to be successful. The more successful Newport County are the more money Huw Jenkins makes. As I have also said whilst I far prefer a fans owned club, the model Huw Jenkins has in mind are how most clubs are administered. It was how Newport County pre 1988 was run and I would be amazed if Mr Jenkins doesn't make a better fist of it than most County owners have since 1912.

But, and I do think this is an important distinction. Newport County are no longer our club, Newport County are the club we support.

And as for the Trust, call it a Trust by all means. It is though a supporters club. Nothing more and nothing less.
I agree with you that HJ will have de facto control. However, I think that the impact that the Trust will have will all boil down to how far HJ accepts that the Trust has a significant role to play in the future of the AFC. In short, does it have a value to him and what does he have to do or concede in terms of AFC Board influence to get that value? That, for me, is determined by how active the Trust is in delivering the aspirations set out in the agreed proposal. I also think that it would be advantageous to the Trust, the AFC and the wider community if the Trust is there as a 'buyer of last resort' if it does not succeed as HJ wishes it to.

Re: HOW YOU MIGHT KILL OFF THE TRUST – (If you wanted to).

35
Chris Davis wrote: November 3rd, 2023, 3:34 pm

I agree with you that HJ will have de facto control. However, I think that the impact that the Trust will have will all boil down to how far HJ accepts that the Trust has a significant role to play in the future of the AFC. In short, does it have a value to him and what does he have to do or concede in terms of AFC Board influence to get that value? That, for me, is determined by how active the Trust is in delivering the aspirations set out in the agreed proposal. I also think that it would be advantageous to the Trust, the AFC and the wider community if the Trust is there as a 'buyer of last resort' if it does not succeed as HJ wishes it to.
Pausing for a moment.

Firstly we know that Mr Jenkins fell out with the Swansea City Trust. We also know that he did so because at the moment it suited Mr Jenkins he sold the club to American investors leaving the Trust and its' members high and dry. No doubt Mr Jenkins would argue, and with some merit, that he left Swansea in a far better position than he found them.

Secondly we have seen over the last year the financial acumen of those who administered Newport County. The idea the greatest fool in Wales would take advice from that crowd is fanciful. The idea that a highly competent businessman would take any notice of the directors of the Trust is beyond barking.

Re: HOW YOU MIGHT KILL OFF THE TRUST – (If you wanted to).

36
Chris Davis wrote: November 3rd, 2023, 3:34 pm
Stan A. Einstein wrote: November 3rd, 2023, 3:11 pm
Chris Davis wrote: November 3rd, 2023, 2:48 pm


I agree and it doesn't need a sleeping partner of HJ. The trust could sell to anyone. In my opinion, the Trust doesn't need any shares in the AFC to operate successfully as both a Trust and an important parner to HJ as long as it sustains it's relevance to settlors and continues to get a substantial revenue contribution from them.
Much as it pains me to say this, I think that Bangitinthenet is right on this and you are wrong.

My view is that talking of the Trust being a partner to Huw Jenkins is to miss completely the power balance here. Huw Jenkins is, unless there has been a major change of direction, is the owner of Newport County. The Trust will de facto have no power within the structure of Newport County. The Trust will have no say in how the club is administered. If two Trust members are allowed on to the board of Newport County, they will be nominal directors only.

To try to paint the Trust as a 'partner' of Huw Jenkins is simply wrong. The Trust, if it continues to exist, will serve only one purpose. That is to raise funds for Newport County. Every penny that the Trust raises is a penny which Huw Jenkins does not have to raise.

As I have said before, as a business model Huw Jenkins will want Newport County to be successful. The more successful Newport County are the more money Huw Jenkins makes. As I have also said whilst I far prefer a fans owned club, the model Huw Jenkins has in mind are how most clubs are administered. It was how Newport County pre 1988 was run and I would be amazed if Mr Jenkins doesn't make a better fist of it than most County owners have since 1912.

But, and I do think this is an important distinction. Newport County are no longer our club, Newport County are the club we support.

And as for the Trust, call it a Trust by all means. It is though a supporters club. Nothing more and nothing less.
I agree with you that HJ will have de facto control. However, I think that the impact that the Trust will have will all boil down to how far HJ accepts that the Trust has a significant role to play in the future of the AFC. In short, does it have a value to him and what does he have to do or concede in terms of AFC Board influence to get that value? That, for me, is determined by how active the Trust is in delivering the aspirations set out in the agreed proposal. I also think that it would be advantageous to the Trust, the AFC and the wider community if the Trust is there as a 'buyer of last resort' if it does not succeed as HJ wishes it to.
For me the value in trust ownership of NCAFC shares is in exit strategy, as to only need to buy half the shares at some point in the future, is open to more offers. If almost half the shares are in many names it is probably even better.

Re: HOW YOU MIGHT KILL OFF THE TRUST – (If you wanted to).

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Taunton Iron Cider wrote: November 3rd, 2023, 5:39 pm As majority owner HJ could launch a rights issue to attract additional capital and investors, in which case the Trust has the option to take up the offer, but what with would be the question, or see their percentage dilute.
I'm not too sure about that because the Trust voted in the Summer to remove the premption rights from the AFC's Articles of Association.

Re: HOW YOU MIGHT KILL OFF THE TRUST – (If you wanted to).

39
Chris Davis wrote: November 3rd, 2023, 5:53 pm
Taunton Iron Cider wrote: November 3rd, 2023, 5:39 pm As majority owner HJ could launch a rights issue to attract additional capital and investors, in which case the Trust has the option to take up the offer, but what with would be the question, or see their percentage dilute.
I'm not too sure about that because the Trust voted in the Summer to remove the premption rights from the AFC's Articles of Association.
As I understand it premption rights gives existing shareholders the first opportunity to acquire new shares, not sure therefore how the removal of that condition helps.

Re: HOW YOU MIGHT KILL OFF THE TRUST – (If you wanted to).

40
Taunton Iron Cider wrote: November 3rd, 2023, 6:27 pm
Chris Davis wrote: November 3rd, 2023, 5:53 pm
Taunton Iron Cider wrote: November 3rd, 2023, 5:39 pm As majority owner HJ could launch a rights issue to attract additional capital and investors, in which case the Trust has the option to take up the offer, but what with would be the question, or see their percentage dilute.
I'm not too sure about that because the Trust voted in the Summer to remove the premption rights from the AFC's Articles of Association.
As I understand it premption rights gives existing shareholders the first opportunity to acquire new shares, not sure therefore how the removal of that condition helps.
Yes. You understand preemption rights correctly. So without the preemption right the Trust does not have first opportunity to acquire newly issued shares.

Re: HOW YOU MIGHT KILL OFF THE TRUST – (If you wanted to).

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Chris Davis wrote: November 3rd, 2023, 6:45 pm
Taunton Iron Cider wrote: November 3rd, 2023, 6:27 pm
Chris Davis wrote: November 3rd, 2023, 5:53 pm
Taunton Iron Cider wrote: November 3rd, 2023, 5:39 pm As majority owner HJ could launch a rights issue to attract additional capital and investors, in which case the Trust has the option to take up the offer, but what with would be the question, or see their percentage dilute.
I'm not too sure about that because the Trust voted in the Summer to remove the premption rights from the AFC's Articles of Association.
As I understand it premption rights gives existing shareholders the first opportunity to acquire new shares, not sure therefore how the removal of that condition helps.
Yes. You understand preemption rights correctly. So without the preemption right the Trust does not have first opportunity to acquire newly issued shares.
Thank you for that confirmation. If, as you say, the Trust have removed this clause then surely that must represent a significant ‘own’ goal! As such I can’t really understand the motive behind that move.

Re: HOW YOU MIGHT KILL OFF THE TRUST – (If you wanted to).

42
Taunton Iron Cider wrote: November 3rd, 2023, 8:22 pm
Chris Davis wrote: November 3rd, 2023, 6:45 pm
Taunton Iron Cider wrote: November 3rd, 2023, 6:27 pm
Chris Davis wrote: November 3rd, 2023, 5:53 pm
Taunton Iron Cider wrote: November 3rd, 2023, 5:39 pm As majority owner HJ could launch a rights issue to attract additional capital and investors, in which case the Trust has the option to take up the offer, but what with would be the question, or see their percentage dilute.
I'm not too sure about that because the Trust voted in the Summer to remove the premption rights from the AFC's Articles of Association.
As I understand it premption rights gives existing shareholders the first opportunity to acquire new shares, not sure therefore how the removal of that condition helps.
Yes. You understand preemption rights correctly. So without the preemption right the Trust does not have first opportunity to acquire newly issued shares.
Thank you for that confirmation. If, as you say, the Trust have removed this clause then surely that must represent a significant ‘own’ goal! As such I can’t really understand the motive behind that move.
In our case because the trust will now own a much smaller percentage, with numerous others owning tiny amounts, the dilution clause would not help keep the percentage ratio to 48% anyway.

Being offered something, and being able to take up the offer are two different things, and it would just complicate investment unnecessarily IMO.

People have said that the club were placing barriers on investment, so removing a barrier should be a good thing shouldn't it?

Re: HOW YOU MIGHT KILL OFF THE TRUST – (If you wanted to).

43
Stan A. Einstein wrote: November 3rd, 2023, 4:14 pm
Chris Davis wrote: November 3rd, 2023, 3:34 pm

I agree with you that HJ will have de facto control. However, I think that the impact that the Trust will have will all boil down to how far HJ accepts that the Trust has a significant role to play in the future of the AFC. In short, does it have a value to him and what does he have to do or concede in terms of AFC Board influence to get that value? That, for me, is determined by how active the Trust is in delivering the aspirations set out in the agreed proposal. I also think that it would be advantageous to the Trust, the AFC and the wider community if the Trust is there as a 'buyer of last resort' if it does not succeed as HJ wishes it to.
Pausing for a moment.

Firstly we know that Mr Jenkins fell out with the Swansea City Trust. We also know that he did so because at the moment it suited Mr Jenkins he sold the club to American investors leaving the Trust and its' members high and dry. No doubt Mr Jenkins would argue, and with some merit, that he left Swansea in a far better position than he found them.

Secondly we have seen over the last year the financial acumen of those who administered Newport County. The idea the greatest fool in Wales would take advice from that crowd is fanciful. The idea that a highly competent businessman would take any notice of the directors of the Trust is beyond barking.
HJ offered the Swansea Trust the chance to to increase their shareholding before selling his shares, they were unable, or unwilling to step up to the plate and run the club.

In his governance proposal HJ states that the trust would be involved in how money is spent. I suspect that is in relation to trust money only, as he also mentions ring fencing money.

I see no reason why his board should require trust involvement, other than for trust investment decisions. That is why I believe that the trust paying for experienced football people to have a defined role with the club, but also sit on the club board when required, could be a good use of trust money.

Re: HOW YOU MIGHT KILL OFF THE TRUST – (If you wanted to).

44
Taunton Iron Cider wrote: November 3rd, 2023, 8:22 pm
Chris Davis wrote: November 3rd, 2023, 6:45 pm
Taunton Iron Cider wrote: November 3rd, 2023, 6:27 pm
Chris Davis wrote: November 3rd, 2023, 5:53 pm
Taunton Iron Cider wrote: November 3rd, 2023, 5:39 pm As majority owner HJ could launch a rights issue to attract additional capital and investors, in which case the Trust has the option to take up the offer, but what with would be the question, or see their percentage dilute.
I'm not too sure about that because the Trust voted in the Summer to remove the premption rights from the AFC's Articles of Association.
As I understand it premption rights gives existing shareholders the first opportunity to acquire new shares, not sure therefore how the removal of that condition helps.
Yes. You understand preemption rights correctly. So without the preemption right the Trust does not have first opportunity to acquire newly issued shares.
Thank you for that confirmation. If, as you say, the Trust have removed this clause then surely that must represent a significant ‘own’ goal! As such I can’t really understand the motive behind that move.
[/quote

I have a suspicion and only that, that the Trust knew, when they made this proposal, that there would be an offer from an external investor coming up in the near future. It may have been hinted at by such an investor or the the Trust/AFC BOD thought it might be key to encourage such an investor or indeed any investor. Two of the main reasons that companies remove the preemption clause is to attract new investors and in acquistion scenarios.

A possible consequence is that the AFC could decide to issue more shares and decide who the buyer should be without having to consider current shareholders. A very largenew issue taken up by an investor decided upon by the AFC's BOD could severely dilute the relative ownership proportions.

I cant think of any other significant and relevant reasons that might have caused the decision or the timing of it.
Last edited by Chris Davis on November 4th, 2023, 9:37 am, edited 1 time in total.

Re: HOW YOU MIGHT KILL OFF THE TRUST – (If you wanted to).

45
Bangitintrnet wrote: November 4th, 2023, 7:32 am
Stan A. Einstein wrote: November 3rd, 2023, 4:14 pm
Chris Davis wrote: November 3rd, 2023, 3:34 pm

I agree with you that HJ will have de facto control. However, I think that the impact that the Trust will have will all boil down to how far HJ accepts that the Trust has a significant role to play in the future of the AFC. In short, does it have a value to him and what does he have to do or concede in terms of AFC Board influence to get that value? That, for me, is determined by how active the Trust is in delivering the aspirations set out in the agreed proposal. I also think that it would be advantageous to the Trust, the AFC and the wider community if the Trust is there as a 'buyer of last resort' if it does not succeed as HJ wishes it to.
Pausing for a moment.

Firstly we know that Mr Jenkins fell out with the Swansea City Trust. We also know that he did so because at the moment it suited Mr Jenkins he sold the club to American investors leaving the Trust and its' members high and dry. No doubt Mr Jenkins would argue, and with some merit, that he left Swansea in a far better position than he found them.

Secondly we have seen over the last year the financial acumen of those who administered Newport County. The idea the greatest fool in Wales would take advice from that crowd is fanciful. The idea that a highly competent businessman would take any notice of the directors of the Trust is beyond barking.
HJ offered the Swansea Trust the chance to to increase their shareholding before selling his shares, they were unable, or unwilling to step up to the plate and run the club.

In his governance proposal HJ states that the trust would be involved in how money is spent. I suspect that is in relation to trust money only, as he also mentions ring fencing money.

I see no reason why his board should require trust involvement, other than for trust investment decisions. That is why I believe that the trust paying for experienced football people to have a defined role with the club, but also sit on the club board when required, could be a good use of trust money.
"That is why I believe that the trust paying for experienced football people to have a defined role with the club, but also sit on the club board when required, could be a good use of trust money." By that, do you mean that the Trust should fund executive jobs within the AFC and those executives be appointed at Director level? Or do you mean that the Trust should pay some remuneration to it's proposed agreed Directors, who represent it on the BOD? I think the first would have some difficulty because employees of the AFC and particularly BOD level employees would entirely owe their duties to the AFC and not the Trust. The second, although more feasible, would probably require the recruitment of part time non executive directors who had the relevant football experience (howsoever defined) and other attributes. They may certainly want remunerating although you might of course get volunteers. Even so, as Directors of the AFC by law they would be required to act in the interests of the AFC and not the Trust

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