Notice of AGM

[GloryGlory]

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.

[TrinityHFC]

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?

[DarlingtonHibee]

Stupid questions. Is this open to shareholders, or by ballot.

[CropleyWasGod]

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.

[Chipper1875]

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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 DfE 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.

Thought this wasn’t going to AGM? Has something changed do you think ?

[Chipper1875]

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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 DfE 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.

Leslie Robb may vote for it ? You’d think homework would have been done at they know this will get through

[GloryGlory]

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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?

There is a resolution to disapply pre-emption rights - that is so that all new shares can be offered to Black Knight without giving current shareholders any right to buy, too.

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.

[CropleyWasGod]

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Thought this wasn’t going to AGM? Has something changed do you think ?

Technically, it's not going to the AGM. These are separate resolutions that don't form part of the ordinary business of the AGM. But it makes sense to have them discussed at the same time.

And it's easier to call it the AGM rather than having pedantic twats splittng hairs all the time.

[TrinityHFC]

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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 DfE 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.

As it is on shares cast I reckon it would pass anyway even if HSL voted against.

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.

[nonshinyfinish]

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pedantic twats spliing hairs

"splitting"

[CropleyWasGod]

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"splitting"

[TrinityHFC]

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Technically, it's not going to the AGM. These are separate resolutions that don't form part of the ordinary business of the AGM. But it makes sense to have them discussed at the same time.

And it's easier to call it the AGM rather than having pedantic twats spliing hairs all the time.

I don't get your point here - never have. You can add resolutions to the AGM in addition to the 'ordinary business'.

The Notice of AGM is clear that all resolutions are being considered at the AGM. There isn't an AGM and additional General Meeting.

[Chipper1875]

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Technically, it's not going to the AGM. These are separate resolutions that don't form part of the ordinary business of the AGM. But it makes sense to have them discussed at the same time.

And it's easier to call it the AGM rather than having pedantic twats splittng hairs all the time.

Paperwork I’ve received it’s an AGM and resolutions are part of the AGM

[superfurryhibby]

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As it is on shares cast I reckon it would pass anyway even if HSL voted against.

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.

I don't think that the many hundreds of thousands of pounds ordinary fans used to buy shares or fund HSL to acquire shares should be getting diluted more.

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.

[TrinityHFC]

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!

[CropleyWasGod]

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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!

Leaving the DfE aside it works. 125m at 2p currently. £2.5m.

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?) ?

[TrinityHFC]

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I don't think that the many hundreds of thousands of pounds ordinary fans used to buy shares or fund HSL to acquire shares should be getting diluted more.

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.

If you believe that fans having a certain percentage matters in the scheme of things then yes, that model gets shafted.

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.

[Wheat Hound]

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.

[Ringothedog]

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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.

What if we win?

[superfurryhibby]

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If you believe that fans having a certain percentage matters in the scheme of things then yes, that model gets shafted.

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.

I invested money in the share issue because I wanted to help ensure that Hibs would not fall victims to unscrupulous investors and to keep the club safe in the future.

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.

[Wheat Hound]

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What if we win?

We might but the evidence suggests overwhelmingly otherwise and I've no doubts the board think the same hence the timing

[WhileTheChief..]

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What if we win?

Things will go a bit smoother and the atmosphere at the agm won’t be as bad. Seems pretty obvious.

[scm70nyd1973]

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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.

Where is the AGM being held ?

[ancient hibee]

The Gordon’s swapping debt for equity would seem to show they’re in for the long haul.

[TrinityHFC]

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Leaving the DfE aside it works. 125m at 2p currently. £2.5m.

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?) ?

My mistake was thinking the 85m was the total new shares in issue. It will be 156m new shares and the debt will be swapped for 85m of those going to Bydand. If 70m are going to BK they end up with 25% and Bydand c61%.

HSL go to less that 7%.

[GloryGlory]

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The Gordon’s swapping debt for equity would seem to show they’re in for the long haul.

Correct. In effect they've put £5.75 million of their own money into the club in the last few years. Or 5.75 million Bennies if you're of a yammish persuasion.

[GloryGlory]

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Where is the AGM being held ?

ER in the Edinburgh Suite.

[scm70nyd1973]

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ER in the Edinburgh Suite.

Cheers

[scm70nyd1973]

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ER in the Edinburgh Suite.

I’ve just transferred 50% of my shares to my daughter.

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 ?

[nonshinyfinish]

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Leaving the DfE aside it works. 125m at 2p currently. £2.5m.

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?) ?

I might have completely misunderstood this, but aren't all of these calculations based on the nominal 2p value of a share (£1.7m = 85m x 2p shares etc)? Therefore, while the Gordons might be swapping a £5.75m debt for shares of nominal £1.7m value, they might well see the actual value of that stake in the club as higher. Does that make any sense?