Ownership Question

[PatMan]

MyFC will take 51%, but I am sure I have read somewhere that they intend to take 100% within a given timescale.

 

If this is true, how can Fleet Trust support this 'takeover' in the way it currently stands, considering it will be 'THEIR' shares that will end up in MyFC hands?

 

Also, I am sure it has been mentioned before, but couldn't find it - does anyone know what percentage of shares the current board control? More importantly, what percentage lies 'outside' their control - I am sure that if MyFC control 90%, they can 'force' (some company law) the remaining shareholders to sell to them.

 

This is not meant to start another them v us war, just a valid question. The 'instant fan' thing I will never understand, and am struggling to try and understand the 'business' end - so all explanations need to be REALLY BASIC

 

Therefore can we have "No hesitation, repetition or deviation" - and add to that "No slander, libel or general BOLDNESS"

[David Holden]

The board own about 80% of the current shares, the trust own about 3% with the remaining 17% being in the hands of "outside" shareholders.

 

(Remember that after the takeover all these figures will be halved)

 

I can't find anything in the companies act which allows minority shareholders to be bought out, but it's a lot of legislation so I may have missed it.

 

 

There are some Stock Exchange rules that allow for the buying out of minority holdings, but as we are not a listed company, they don't apply.

 

Does that help?

[PatMan]

Kinda - more questions tho...

 

Why will these figures be halved? I thought MyFC were 'taking over', and nothing to do with a new share issue (I think thats the right term, but as I mentioned, I know less than nothing about business law)

 

Ah, the 'listed company' thing might have me confused..

 

Thanks for taking the time, David

 

 

[Friejose]

It my understanding that the deal in principle has the Fleet Trust keeping their shares in both the initial MyFC purchase and in any subsequent share purchases by MyFC. Can't speak to the Companies Act, but I'd be shocked if MyFC ever wanted to force out the Fleet Trust as they have similar goals (i.e. Up the Fleet) and have a small overall share that wouldn't affect decisionmaking directly (although if they came out for and against something, it is likely they would affect decisionmaking indirectly).

[PatMan]

Originally Posted By: Friejose

It my understanding that the deal in principle has the Fleet Trust keeping their shares in both the initial MyFC purchase and in any subsequent share purchases by MyFC. Can't speak to the Companies Act, but I'd be shocked if MyFC ever wanted to force out the Fleet Trust as they have similar goals (i.e. Up the Fleet) and have a small overall share that wouldn't affect decisionmaking directly (although if they came out for and against something, it is likely they would affect decisionmaking indirectly).

I agree with that, BUT it is this 100% ownership thing that I am sure I have read somewhere that puzzles me.

[Stu M]

Originally Posted By: PatMan

Why will these figures be halved? I thought MyFC were 'taking over', and nothing to do with a new share issue

The entirety of MyFC's 51% has been created by the issue of new shares, and so all existing shares therefore carry half their previous 'weight' in percentage terms is my understanding.

[PatMan]

Originally Posted By: Stu M

The entirety of MyFC's 51% has been created by the issue of new shares, and so all existing shares therefore carry half their previous 'weight' in percentage terms is my understanding.

Cheers for that Stu, somehow I had thought that MyFC were taking over 51% from the current board.

[David Holden]

My understanding is that the 51% will be acquired via the issue of new shares.

 

Ebbsfleet United Football Club Ltd has authorised share capital of £500,000 which equates, I believe, to 10,000,000 5p shares.

 

There are (about) 2,000,000 shares in issue so MyFC will therefore acquire (about) 2,081,600 shares for an as yet undisclosed price.

[PatMan]

Originally Posted By: David Holden

My understanding is that the 51% will be acquired via the issue of new shares.

Ebbsfleet United Football Club Ltd has authorised share capital of £500,000 which equates, I believe, to 10,000,000 5p shares.

There are (about) 2,000,000 shares in issue so MyFC will therefore acquire (about) 2,081,600 shares for an as yet undisclosed price.

I am now convinced that CSE's in metalwork and biology are of no use when it comes to understanding business - however, If ya want ya cat welding - I'm the man!

[Friejose]

It is also my understanding, however, that MyFC has an option to purchase all remaining outstanding shares (with the exception of the Fleet Trst shares, which are specifically excluded from this) at some point in the future at a specified price. I'm not part of the due diligence or negotiating team, so I can't tell you the exact details, but that's my understanding.

[PatMan]

Originally Posted By: Friejose

It is also my understanding, however, that MyFC has an option to purchase all remaining outstanding shares (with the exception of the Fleet Trst shares, which are specifically excluded from this) at some point in the future at a specified price. I'm not part of the due diligence or negotiating team, so I can't tell you the exact details, but that's my understanding.

Aha! That would be it - thanks for that Friejose!

Is there anyway this can be confirmed? Not doubting 'your understanding', but have learnt never to assume anything...

[David Holden]

Originally Posted By: Friejose

It is also my understanding, however, that MyFC has an option to purchase all remaining outstanding shares (with the exception of the Fleet Trst shares, which are specifically excluded from this) at some point in the future at a specified price. I'm not part of the due diligence or negotiating team, so I can't tell you the exact details, but that's my understanding.

Sorry, but an option to buy shares can only be granted by the legal owner of those shares. I own just over 1% of the shares and I have not agreed to sell them to anyone.

However, should MyFC be looking to offer me £12.50 per share then we may be in a positiion to negociate.

[Slartibartfast]

Originally Posted By: Friejose

It is also my understanding, however, that MyFC has an option to purchase all remaining outstanding shares (with the exception of the Fleet Trst shares, which are specifically excluded from this) at some point in the future at a specified price. I'm not part of the due diligence or negotiating team, so I can't tell you the exact details, but that's my understanding.

I believe the majority of those shares are held by the current boardmembers and might be part of the agreement but a small percentage are held by individuals who may not wish to sell to MyFC, or anyone else come to that.

Nobody ever bought Fleet shares with a view to making money.

[PatMan]

Originally Posted By: David Holden

Originally Posted By: Friejose

It is also my understanding, however, that MyFC has an option to purchase all remaining outstanding shares (with the exception of the Fleet Trst shares, which are specifically excluded from this) at some point in the future at a specified price. I'm not part of the due diligence or negotiating team, so I can't tell you the exact details, but that's my understanding.

Sorry, but an option to buy shares can only be granted by the legal owner of those shares. I own just over 1% of the shares and I have not agreed to sell them to anyone.

However, should MyFC be looking to offer me £12.50 per share then we may be in a positiion to negociate.

Aghhhhhhhhhhhhhh.....

Does anyone know WTF is REALLY going on??

This is a rant, not at those above who have tried to help (mucho thanks) - but to those b'stards who expect everyone to lie down and just ACCEPT this without giving full details!

[Friejose]

Well, I think more details will come out when due diligence is completed, as the parameters of the deal could see some adjustment depending on what the accountants and lawyers did or didn't dsicover during due diligence. In fact, I know that transparency is a big part of the MyFC idea (at least to the people who started it), and for MyFC members to vote on a purchase, there will have to be detailed financial information on the deal available.

[Hirsty]

Originally Posted By: Friejose

It my understanding that the deal in principle has the Fleet Trust keeping their shares in both the initial MyFC purchase and in any subsequent share purchases by MyFC. Can't speak to the Companies Act, but I'd be shocked if MyFC ever wanted to force out the Fleet Trust as they have similar goals (i.e. Up the Fleet) and have a small overall share that wouldn't affect decisionmaking directly (although if they came out for and against something, it is likely they would affect decisionmaking indirectly).

You mean that the rest of us suckers who bought shares didn't have the best interests of the club at heart ( i.e. Up the Fleet) ?

Cheers,

[Hirsty]

Originally Posted By: David Holden

Originally Posted By: Friejose

It is also my understanding, however, that MyFC has an option to purchase all remaining outstanding shares (with the exception of the Fleet Trst shares, which are specifically excluded from this) at some point in the future at a specified price. I'm not part of the due diligence or negotiating team, so I can't tell you the exact details, but that's my understanding.

Sorry, but an option to buy shares can only be granted by the legal owner of those shares. I own just over 1% of the shares and I have not agreed to sell them to anyone.

However, should MyFC be looking to offer me £12.50 per share then we may be in a positiion to negociate.

I am with you there Dave.....my Share Certificate is looking sadder by the day ! I am sure it is now only half the size it was when I got it !!

cheers,

[PatMan]

Originally Posted By: Hirsty

I am with you there Dave.....my Share Certificate is looking sadder by the day ! I am sure it is now only half the size it was when I got it !!

cheers,

Hirsty - Its not the size - its what you do with it that matters!

[Hirsty]

When it's totally worthless then I'll bin it !

[doheochai]

My understanding of company legislation is that if a single entity acquires more than 80% of the shareholding of a company, that entity can then force the compulsory purchase of any remaining shares of the company. Again my understanding is that the option to buy the remaining shareholding applies to the shares owned by the current directors. It would be against the entire ethos of MyFC to force the sale of shares by the ST or any ordinary supporter of EUFC. If anything else is indicated I would vote against the takeover and would campaign against the takeover within MyFC (and I wouldn't be the only one). However, this will not happen as the rules of MyFC specifically state that MyFC has to actively encourage the participation of the ST and support the inclusion of a resresentative of the ST on the club's board.