Changes to Articles of Association

[El Gubbz]

As per resolution 6 of the AGM notice there will be a special resolution vote on changes to the Articles of Association which are to be adopted.

Link to new articles:

https://d3tepru76oevpi.cloudfront.net/production/Articles-of-Association-2024.pdf

It seems we have many Accountants on the forum but do we have any legal big wigs able to peruse through the attached and summarise any changes (unsure what the current articles state).

It seems confidence in the owners and Kensell are at a bit of an ebb at the moment so scrutiny on any changes needs to be thorough before the horse has bolted

[matty_f]

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As per resolution 6 of the AGM notice there will be a special resolution vote on changes to the Articles of Association which are to be adopted.

Link to new articles:

https://d3tepru76oevpi.cloudfront.net/production/Articles-of-Association-2024.pdf

It seems we have many Accountants on the forum but do we have any legal big wigs able to peruse through the attached and summarise any changes (unsure what the current articles state).

It seems confidence in the owners and Kensell are at a bit of an ebb at the moment so scrutiny on any changes needs to be thorough before the horse has bolted

Good question. Would be interested to see the detail to scrutinise it.

[CropleyWasGod]

Not sure of the detail....I'm on that.... but there's another ****-up.

The version on the website has "notes and comments" (presumably from the solicitors), which suggest that this is not the final version.

Pretty appalling IMO.

[GloryGlory]

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Not sure of the detail....I'm on that.... but there's another ****-up.

The version on the website has "notes and comments" (presumably from the solicitors), which suggest that this is not the final version.

Pretty appalling IMO.

You say po-tay-to, I say po-taa-to.

Along with the management accounts you could call it a greater degree of openness and transparency...

[CropleyWasGod]

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You say po-tay-to, I say po-taa-to.

Along with the management accounts you could call it a greater degree of openness and transparency...

...not when it's showing the comments of the solicitor it ain't.

[TrinityHFC]

I don't see anything too exciting in there.

There is the reference now to majority shareholder directors and investor directors, with the investor being able to appoint up to 2 directors. Decisions can only be made (quorum) if there's at least 1 majority shareholder director and 1 investor director in attendance.

[Hiber-nation]

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Not sure of the detail....I'm on that.... but there's another ****-up.

The version on the website has "notes and comments" (presumably from the solicitors), which suggest that this is not the final version.

Pretty appalling IMO.

That's just incredible. Hopefully someone has spotted it.

[CropleyWasGod]

I think I have spotted it.

There's a clause in the proposed Articles that refers to the increase in the Share Capital.

The Directors are generally and unconditionally authorised in accordance with
Section 551 of the Act to exercise all the powers of the Company to offer, allot,
grant options over Ordinary Shares and/or rights to subscribe for or convert
securities into Ordinary Shares or otherwise dispose of any Ordinary Shares up to
an aggregate nominal value of £3,121,887.92 to such persons, at such times and for
such consideration as the Directors may determine but so that no Share shall be
issued in contravention of Section 553 of the Act.

The number in bold is the number that the Turquoise people are being allotted in the other (Ordinary) Resolution.

So... my reading of that is that, without this particular (75%) vote, the new shares can't be issued and the whole deal falls. It probably won't, but it's a bit sneaky of the Club to do it this way (ie hide it in the middle of the Articles, where nobody with a life will read it) rather than being more explicit.

[McD]

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I think I have spotted it.

There's a clause in the proposed Articles that refers to the increase in the Authorised Share Capital.

The Directors are generally and unconditionally authorised in accordance with
Section 551 of the Act to exercise all the powers of the Company to offer, allot,
grant options over Ordinary Shares and/or rights to subscribe for or convert
securities into Ordinary Shares or otherwise dispose of any Ordinary Shares up to
an aggregate nominal value of £3,121,887.92 to such persons, at such times and for
such consideration as the Directors may determine but so that no Share shall be
issued in contravention of Section 553 of the Act.

The number in bold is the number that the Turquoise people are being allotted in the other (Ordinary) Resolution.

So... my reading of that is that, without this particular (75%) vote, the new shares can't be issued and the whole deal falls. It probably won't, but it's a bit sneaky of the Club to do it this way (ie hide it in the middle of the Articles, where nobody with a life will read it) rather than being more explicit.

Wasn’t that point made the AGM points to be voted on, that if certain points failed to be passed, then the debt for equity and investment actions wouldn’t/couldn’t take place?

[CropleyWasGod]

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Wasn’t that point made the AGM points to be voted on, that if certain points failed to be passed, then the debt for equity and investment actions wouldn’t/couldn’t take place?

It was, but probably isn't as explicit as it could be.

[McD]

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It was, but probably isn't as explicit as it could be.

Cheers

[Pretty Boy]

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Not sure of the detail....I'm on that.... but there's another ****-up.

The version on the website has "notes and comments" (presumably from the solicitors), which suggest that this is not the final version.

Pretty appalling IMO.

Just when I think I can't love Hibs anymore.

This along with the accounts **** up is just proof we are the most mentally out there club going. Corporate confidentiality and protecting sensitive information is for establishment drones like Hearts

[matty_f]

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It was, but probably isn't as explicit as it could be.

It must have been because even i picked up on it and understood it.

[CropleyWasGod]

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It must have been because even i picked up on it and understood it.

Since you put it that way.....

Having a grumpy day.......

[One Day Soon]

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Not sure of the detail....I'm on that.... but there's another ****-up.

The version on the website has "notes and comments" (presumably from the solicitors), which suggest that this is not the final version.

Pretty appalling IMO.

That is very funny but also disturbingly amateurish.

[scm70nyd1973]

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As per resolution 6 of the AGM notice there will be a special resolution vote on changes to the Articles of Association which are to be adopted.

Link to new articles:

https://d3tepru76oevpi.cloudfront.net/production/Articles-of-Association-2024.pdf

It seems we have many Accountants on the forum but do we have any legal big wigs able to peruse through the attached and summarise any changes (unsure what the current articles state).

It seems confidence in the owners and Kensell are at a bit of an ebb at the moment so scrutiny on any changes needs to be thorough before the horse has bolted

My biggest concern here is the affect all this will have with my stake in Hibs.

Until I transferred 50% of my shares over to my daughter my investment was worth £7. Now it’s only £3.50.

Does the foregoing mean that I might gave to face up to a dilution of my asset - with recent form on the field this might push me over the edge 🤭

I’m just searching for my coat and I’ll be gone soon.

[CropleyWasGod]

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My biggest concern here is the affect all this will have with my stake in Hibs.

Until I transferred 50% of my shares over to my daughter my investment was worth £7. Now it’s only £3.50.

Does the foregoing mean that I might gave to face up to a dilution of my asset - with recent form on the field this might push me over the edge 🤭

I’m just searching for my coat and I’ll be gone soon.

Get financial advice, mate.

And a therapist.

[scm70nyd1973]

Already engaged both - I’m feeling so much better now - can’t wait for tonight now - what could possibly go wrong 🫢

[overdrive]

Have they uploaded a new version? I'm not seeing any comments on it

[CropleyWasGod]

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Have they uploaded a new version? I'm not seeing any comments on it

There's a wee discussion (presumably between the lawyers) at the foot of Page 24.

The file-name (at the very top of the document) also suggests it's a template, turned in to a draft.

[Hibernia&Alba]

For those of us who are neither lawyers or accountants, whit the **** are articles of association?

[CropleyWasGod]

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For those of us who are neither lawyers or accountants, whit the **** are articles of association?

Basically, the rules each company sets for itself.

They define such things as directors' and shareholders' rights, meeting procedures etc.

Another word might be "constitution"

[Hibernia&Alba]

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Basically, the rules each company sets for itself.

They define such things as directors' and shareholders' rights, meeting procedures etc.

Another word might be "constitution"

Cheers, CWG

[overdrive]

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There's a wee discussion (presumably between the lawyers) at the foot of Page 24.

The file-name (at the very top of the document) also suggests it's a template, turned in to a draft.

Right enough. Cheers

[CropleyWasGod]

The Articles have now been corrected.

In other news, the uploading of the Management Information with the accounts was deliberate on the Club's part.