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
Results 1 to 25 of 25
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07-02-2024 05:49 AM #1
Changes to Articles of Association
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07-02-2024 07:27 AM #2This quote is hidden because you are ignoring this member. Show QuoteFollow the Hibs podcast, Longbangers, on Twitter (@longbangers)
https://longbangers.hubwave.net
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07-02-2024 12:02 PM #3
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.
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07-02-2024 12:30 PM #4
- Join Date
- Apr 2002
- Location
- Edinburgh
- Age
- 68
- Posts
- 5,842
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Along with the management accounts you could call it a greater degree of openness and transparency...
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07-02-2024 12:35 PM #5This quote is hidden because you are ignoring this member. Show Quote
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07-02-2024 12:41 PM #6
- Join Date
- Aug 2023
- Posts
- 500
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.
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07-02-2024 12:42 PM #7This quote is hidden because you are ignoring this member. Show Quote
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07-02-2024 12:43 PM #8
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.
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07-02-2024 12:45 PM #9This quote is hidden because you are ignoring this member. Show Quote
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?
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07-02-2024 12:48 PM #10This quote is hidden because you are ignoring this member. Show Quote
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07-02-2024 12:49 PM #11This quote is hidden because you are ignoring this member. Show Quote
Cheers
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07-02-2024 12:59 PM #12This quote is hidden because you are ignoring this member. Show Quote
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 HeartsPM Awards General Poster of The Year 2015, 2016, 2017. Probably robbed in other years
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07-02-2024 01:07 PM #13This quote is hidden because you are ignoring this member. Show QuoteFollow the Hibs podcast, Longbangers, on Twitter (@longbangers)
https://longbangers.hubwave.net
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07-02-2024 01:16 PM #14This quote is hidden because you are ignoring this member. Show Quote
Having a grumpy day.......
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07-02-2024 01:33 PM #15This quote is hidden because you are ignoring this member. Show Quote
That is very funny but also disturbingly amateurish.
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07-02-2024 01:44 PM #16This quote is hidden because you are ignoring this member. Show Quote
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.
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07-02-2024 01:46 PM #17This quote is hidden because you are ignoring this member. Show Quote
And a therapist.
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07-02-2024 02:53 PM #18
Already engaged both - I’m feeling so much better now - can’t wait for tonight now - what could possibly go wrong 🫢
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07-02-2024 04:02 PM #20This quote is hidden because you are ignoring this member. Show Quote
The file-name (at the very top of the document) also suggests it's a template, turned in to a draft.
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07-02-2024 04:27 PM #21
For those of us who are neither lawyers or accountants, whit the **** are articles of association?
HIBERNIAN FC - ON THE RIGHT SIDE OF HISTORY SINCE 1875
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07-02-2024 04:34 PM #22This quote is hidden because you are ignoring this member. Show Quote
They define such things as directors' and shareholders' rights, meeting procedures etc.
Another word might be "constitution"
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07-02-2024 04:36 PM #23This quote is hidden because you are ignoring this member. Show QuoteHIBERNIAN FC - ON THE RIGHT SIDE OF HISTORY SINCE 1875
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07-02-2024 09:24 PM #24This quote is hidden because you are ignoring this member. Show Quote
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08-02-2024 08:54 AM #25
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.
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