Questions for the board

[David Holden]

If the Directors want to get the fans on board then they need to answer a few questions particularly to the shareholders who are after all all part owners of the club.

 

1. Exactly how much is to be invested? The press release seems to infer £700,000, but as we all know 20,000 members at £27.50 a time is only £550,000. What happens if the costs of the takeover exceed the reserve, does that come out of the investment of will the MyFC members be asked to stump up the difference.

 

2. How is the 51% shareholding to be obtained, is the company going to issue sufficient shares to dilute the current holdings down to an overall 49% or are MyFC buying already existing shares?

 

3. If the latter where are these shares coming from and how much is being paid for them. (after all this amount will go directly into the selling shareholders pockets and will not be availble to the club.)

 

4. Again if the latter why weren't all shareholders invited to participate by selling 51% of the holding, with any shortfall from dissenting shareholders being made up by those who wanted to sell more shares.

 

5. We are told that the money received will be used to pay the club's debts. How much are these debts and how much will be left over for the fund that is supposed to be going to Liam in January.

 

Remember that those us who own shares have stumped up our hard earned cash, quite often at times when the club desperately needed the money. Some of us also invested a £1,000 or more in long term season tickets, again when the club needed the funds.

 

We are not looking for thanks or even any special treatment, but what we do expect is openness from our Board of Directors in these matters and not to be treated as simply cannon fodder when you decide to pass on your stewardship of the club.

[FleetFanatic]

I think this should be pinned.

[American FLEET FAN No1]

Well said David! Previous Boards(in mine ,and others opinions), have treated the fans shabbily..........This treatment is beyond contempt.

I was all ready to put my Trust Membership application form in the post today, it is now in the bottom of my wastebin!

I think the Trust come out of this with no credit whatsoever!

[doheochai]

Good questions - I would be interested in hearing the answers too.

 

Just a point on No1 -

My understanding is that there is a difference between a figure being used for the purchase of shares and then an investment figure. MyFC has raised about £700,000 so far (ignoring the admin fee of £7.50 for the purpose of this comment). It is likely to be a lot more since today as there has been a big jump in sign-ups on MyFC. Some of this will be used by MyFC to purchase 51% of the shares. The rest will be invested directly into the running of the club. This will be disclosed following due diligence. Now it also appears that MyFC have an option (of some sort) to purchase remaining shares. I would assume that this would require MyFC to hold some of the money raised from membership fees to cover the cost of purchasing the shares - while investing the rest in the running of the club. There will also be increased income from other revenue streams for the club that could potentially increase turnover by £500,000+ per annum.

 

As for part of No2 -

I would expect the purchase is of existing shares.

 

As for the rest - others have to answer them.

[David Holden]

Which is why the questions were directed at the current board of directors as you haven't managed a single useful reply.

 

And you still don't have an option to buy my shares.

[rsheard]

Does anyone know offhand what percentage of the shares the current board hold?

[Harry J Allstars]

Thats a bit unfair David, the guy was only trying to help.

 

Do you honestly think the directors will come on here and answer your questions?

[bsmith]

They don't own the lot?

[David Holden]

I'm not sure how the recent rights issue affected the holdings, but I would estimate that it is in the region of 70-75% I have the latest available figures from Companies House at work so I'll do a breakdown of what it was tomorrow.

 

No Harry I don't expect the Board to reply, but I also don't require non answers from people who don't know.

[Harry J Allstars]

Kilcullen and Botely each hold 609,514 for Botely and 609,516 for Kilcullen. Together that's 1,219,030 of 1,952,196 shares issued.

 

I think that's how it works.

[David Holden]

You need to add to that the 250,00o that Adrian Felsted owns which takes them up to 75.25%

 

The other board members probably hold some shares so it would seem that there is about 20% the the Board don't control and cannot offer to MyFC

[doheochai]

Originally Posted By: David Holden

No Harry I don't expect the Board to reply

Well what was the point of posting the questions so?

Originally Posted By: David Holden

but I also don't require non answers from people who don't know.

thanks - will try not to give 'non-answers' in future.

Shareholding figures are interesting though.

[rsheard]

David, I'm not trying to wind you up. The reason I wondered is that someone mentioned that if a single shareholder owns 80% of the outstanding shares, it can compel the remaining shareholders to sell. I have no idea if this is accurate or even applicable in this situation. I'm neither a contract lawyer nor an accountant, but I remember reading it somewhere. That might explain the statement's wording today, but again, I don't know.

[doheochai]

Originally Posted By: David Holden

You need to add to that the 250,00o that Adrian Felsted owns which takes them up to 75.25%

The other board members probably hold some shares so it would seem that there is about 20% the the Board don't control and cannot offer to MyFC

Hopefully not another 'non-answer'

My understanding is that if a single shareholder acquires 80% of the shareholding they can make a compulsory buy-out of the remaining shares.

I would doubt, however, that MyFC would be in the least bit interested in buying the shares of the ST or any individual existing non-director. MyFC would prefer to encourage active participation by the ST and others.

Question - does the ST have a representative on the board?

[Mackster]

I read the following in a statement by the board:

 

"The board unanimously welcomes their funds and expertise and have agreed the trust, subject to approval at a meeting of shareholders to be convened, can buy a controlling stake in the club."

 

Have the shareholders already given their approval, or can the whole thing still be vetoed?

[doheochai]

Originally Posted By: Mackster

Have the shareholders already given their approval, or can the whole thing still be vetoed?

Nothing is finalised until the MyFC legal team have finished due diligence and the Ebbsfleet shareholders vote to sell and the MyFC members vote to buy.

What exists is an agreement in principle.

[PatMan]

Originally Posted By: rsheard

David, I'm not trying to wind you up. The reason I wondered is that someone mentioned that if a single shareholder owns 80% of the outstanding shares, it can compel the remaining shareholders to sell. I have no idea if this is accurate or even applicable in this situation. I'm neither a contract lawyer nor an accountant, but I remember reading it somewhere. That might explain the statement's wording today, but again, I don't know.

Have a feeling that its 90%....

[David Holden]

That's a stock exchange rule it's there to stop quoted companies being messed around by minority shareholders.

 

To the best of my knowledge is does not apply to private companies, or even unqouted public companies.

[rsheard]

PatMan, that may well be, and as doheochai points out, MyFC may have no real intention of acquiring those shares. I simply don't know. I was just curious as to the wording of today's press release.

[Harry J Allstars]

Originally Posted By: Mackster

I read the following in a statement by the board:

"The board unanimously welcomes their funds and expertise and have agreed the trust, subject to approval at a meeting of shareholders to be convened, can buy a controlling stake in the club."

Have the shareholders already given their approval, or can the whole thing still be vetoed?

If Botely and Kilcullen said yes then theres nothing you could do, they own a combined majority share in the club.