I received this in the post this morning. (Accounts not out yet so will be issued separately).
AGM is 27 February at 6:00 p.m. The usual ordinary resolutions are there, but also special resolutions about the new investment.
Ordinary Resolutions
Authorise the directors to ALLOT ordinary shares up to nominal value of £3.1 million
The new shares under the £3.1 million will be used to convert shareholder loans of £5.75 million by Bydand Sports into ordinary shares
Then issue 70.2 million new ordinary shares to Turqouise Bidco (subsidiary of Black Knights)
Special Resolutions
One authorises directors to disapply pre-emption rights (i.e. they don't have to offer new shares to all shareholders). One is about new Articles of association.
Ordinary resolutions require 50% (+1) to pass. Special resolutions require 75% to vote for. If the ordinary resolutions re loan conversion and new share issue do not pass, the loan conversion and investment by Black knight won't go ahead.
Voting will be by poll, not a show of hands at the meeting.
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Thread: Notice of AGM
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05-02-2024 10:43 AM #1
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Notice of AGM
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05-02-2024 11:34 AM #2
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So, looks like an option that hasn’t been hugely discussed to date which means new shares are being issued but through a debt for equity swap which means no special resolution required, other than the technical one about dis-applying pre-emption.
Someone would need to look at the numbers but Gordons could retain their majority and others would be further diluted?
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05-02-2024 11:40 AM #4
First thoughts are:-
Shares increased by £3.1m.
Capital now £5.6m
Turquoise Bidco have 70m shares, at 2p, which is £1.4m. 25% of club.
Not sure where the Debt for Equity swap fits, though. That loan is the equivalent of another 11.5m shares.
Not sure if HSL will vote for the Special Resolution, but it will probably pass.
The Ordinary Resolutions are nailed.Last edited by CropleyWasGod; 05-02-2024 at 11:57 AM.
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05-02-2024 11:46 AM #5
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05-02-2024 11:47 AM #6
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05-02-2024 11:49 AM #7
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I assume the Gordons are converting debt to equity so that they retain majority control (i.e. 50%+)? Don't know how the numbers stack up with the new share issue, though, so just guessing.
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05-02-2024 11:50 AM #8This quote is hidden because you are ignoring this member. Show Quote
And it's easier to call it the AGM rather than having pedantic twats splittng hairs all the time.Last edited by CropleyWasGod; 05-02-2024 at 12:00 PM.
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05-02-2024 11:55 AM #9
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HSL would only have a right to vote against if they felt that the other shareholders, including them, had the funds and were ready and willing to purchase additional shares to that level.
I've said a few times but the HSL aims and concept was a dead end after the Gordons takeover and will be needing another significant re-think once this goes through. Personally don't think it would be right to be taking more of people's money when the ownership percentage they are aiming for is just not possible.
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05-02-2024 11:59 AM #10This quote is hidden because you are ignoring this member. Show Quote
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05-02-2024 12:02 PM #12
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The Notice of AGM is clear that all resolutions are being considered at the AGM. There isn't an AGM and additional General Meeting.
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05-02-2024 12:19 PM #13
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05-02-2024 12:44 PM #14This quote is hidden because you are ignoring this member. Show Quote
Things move on etc, but when STF's representatives first started promoting the fans shareholding buy in, no one was thinking great we've got a great stakeholding in the club, can't wait until our new owners trash that into insignificance.
It all just shows that football, fan based investment and business practice are not comfortable bedfellows. Call me naïve, but it feels like a bit of a shafting.
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05-02-2024 12:44 PM #15
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Can anyone make the numbers work? Not my strong point.
We had 125m shares in issue of which Bydand had c84m - c67%.
The paperwork says we are issuing a further c86m shares and Black Knights are getting c70m of those.
So that would suggest we'd have c211m shares in issue. This would give Black Knights 33% which seems high - and more than we've said to the SFA.
I'm clearly missing something!
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05-02-2024 12:50 PM #16This quote is hidden because you are ignoring this member. Show Quote
Issue another £3.1m (155m shares). Total now £5.6m (280k shares)
Turquoise people have 70m at 2p. £1.4 m. 25% of total.
Leaves £1.7m unallocated before the DfE
But I can't see where the £5.75m fits. Unless the loan is being partly written off (£4m write-off?) ?Last edited by CropleyWasGod; 05-02-2024 at 12:56 PM.
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05-02-2024 12:51 PM #17
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I think what people wanted to get out the share offer was mixed. Some will have wanted a certain percentage for protection and influence purposes, some wanted the chance to have a certificate to put on the wall and go to the AGM, some wanted to see money from the purchases going into the club. Some probably fine with a mix of all those.
So yeah, it is a choice of having people invest in the club or it being important how much fans own.
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05-02-2024 12:53 PM #18
No coincidence it's the day before the derby rather than risk an absolute car crash of a meeting in the wake of another miserable showing.
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05-02-2024 01:14 PM #19This quote is hidden because you are ignoring this member. Show Quote
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05-02-2024 01:20 PM #20This quote is hidden because you are ignoring this member. Show Quote
I don't think it was ever clear to me that the (not too distant )future sale of the club would dilute that investment nor that the new owners could so easily carry on diluting that investment.
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05-02-2024 01:20 PM #21This quote is hidden because you are ignoring this member. Show Quote
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05-02-2024 01:43 PM #24
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The Gordon’s swapping debt for equity would seem to show they’re in for the long haul.
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05-02-2024 01:47 PM #25
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HSL go to less that 7%.
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05-02-2024 02:12 PM #26
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05-02-2024 02:13 PM #27
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05-02-2024 02:16 PM #28This quote is hidden because you are ignoring this member. Show Quote
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05-02-2024 02:25 PM #29This quote is hidden because you are ignoring this member. Show Quote
I can’t go as I live in Spain but she can as she’s in Abbeyhill.
Since the transfer process began she has moved address so her old one is on the cert that came through 2 weeks ago. All correspondence will go to her old address.
How will she be able to attend ER and get into the AGM if she has no documentation from HFC ?
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05-02-2024 02:26 PM #30This quote is hidden because you are ignoring this member. Show Quote
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