New HSL email - No more shares

[wallpaperman]

Received the following email a short while ago.

While I voted for my money to go the buy players, I know this is going to cause some upset among people who wanted to buy shares. One question, how can the board stop people buying shares privately from another shareholder, or am I missing something?


Can I first of all wish all our Members and contributors a very Happy New Year.As you are aware Hibernian Supporters currently holds 15.3% of the shares in Hibernian. Late last year members elected to have their donations distributed in accordance with their particular wishes. As a result, from 1st October (https://www.hibs.net/x-apple-data-detectors://0) last year 65% of donations received by us have been passed to the Club to be used by the Football Dept. The remaining 35% of donations have been retained in anticipation of buying further shares.

I am now writing to you today to confirm that we have received a letter from the Club regarding the potential purchase of Shares. They have advised that “the Board is content with the balance of share ownership and will not approve the further sale or purchase of shares’’. This means that we are unable to acquire any shares from the Club or existing shareholders. It is important that this information is passed on quickly as we are aware that many Members/donators are contributing on the basis that their money will be used to buy shares. Members who currently donate to us should understand that in future we will be donating all future funds received to the Club for use by the football Dept.

The Club have passed on their thanks for all your generosity to date and have expressed a “desire to continue to work productively and proactively with HSL for the future progress and success of our Club”.

I confirm that we will seek to work with the Club to explore any and all other avenues to see how Hibernian Supporters can continue to financially support the Club.

James Adie
Chairman

[Hibbyradge]

You can still buy shares from those who hold them.

[BoomtownHibees]

You can still buy shares from those who hold them.

What does this bit mean?

“This means that we are unable to acquire any shares from the Club or existing shareholders”

[wallpaperman]

What does this bit mean?

“This means that we are unable to acquire any shares from the Club or existing shareholders”

Exactly, the bit I don’t understand.

[GloryGlory]

You can still buy shares from those who hold them.

Yes. A shareholder can sell their existing, issued shares to another person on the secondary market. The e-mail wasn't well-worded, but the gist is that no NEW unissued shares will be sold by the club/company on the primary market.

[wallpaperman]

. The e-mail wasn't well-worded, but the gist is that no NEW unissued shares will be sold by the club/company on the primary market.

Ok, fair enough that is the board’s prerogative, but I thought that was made clear month’s ago? :dunno:

[Pagan Hibernia]

Surely they can’t stop individual shareholders to trade to each other?

i’ll need official HSL to clarify as the email certainly implies they won’t be able to buy shares from anyone

[emerald green]

Received the following email a short while ago.

While I voted for my money to go the buy players, I know this is going to cause some upset among people who wanted to buy shares. One question, how can the board stop people buying shares privately from another shareholder, or am I missing something?


Can I first of all wish all our Members and contributors a very Happy New Year.As you are aware Hibernian Supporters currently holds 15.3% of the shares in Hibernian. Late last year members elected to have their donations distributed in accordance with their particular wishes. As a result, from 1st October (https://www.hibs.net/x-apple-data-detectors://0) last year 65% of donations received by us have been passed to the Club to be used by the Football Dept. The remaining 35% of donations have been retained in anticipation of buying further shares.

I am now writing to you today to confirm that we have received a letter from the Club regarding the potential purchase of Shares. They have advised that “the Board is content with the balance of share ownership and will not approve the further sale or purchase of shares’’. This means that we are unable to acquire any shares from the Club or existing shareholders. It is important that this information is passed on quickly as we are aware that many Members/donators are contributing on the basis that their money will be used to buy shares. Members who currently donate to us should understand that in future we will be donating all future funds received to the Club for use by the football Dept.

The Club have passed on their thanks for all your generosity to date and have expressed a “desire to continue to work productively and proactively with HSL for the future progress and success of our Club”.

I confirm that we will seek to work with the Club to explore any and all other avenues to see how Hibernian Supporters can continue to financially support the Club.

James Adie
Chairman

The bit in bold. What is the Board's reasoning / logic behind this decision? Has this been divulged anywhere?

[Andy74]

Surely they can’t stop individual shareholders to trade to each other?

i’ll need official HSL to clarify as the email certainly implies they won’t be able to buy shares from anyone

What’s the point though? Fans didn’t buy shares to trade them and there will be minimal interest in doing this.

It is also a daft use of HSL money as that would go to the shareholder not the club.

[Hibbyradge]

What does this bit mean?

“This means that we are unable to acquire any shares from the Club or existing shareholders”

:hmmm:

Good question. I didn't notice that.

Surely I'm allowed to sell all of some of my shares to whomever I choose?

[Lago]

:hmmm:

Good question. I didn't notice that.

Surely I'm allowed to sell all of some of my shares to whomever I choose?
Yes you are.

[green day]

The bit in bold. What is the Board's reasoning / logic behind this decision? Has this been divulged anywhere?

I think it was made clear months ago that RG wanted to take full control of the club and that the cash he spent on a certain %age of the club meant he retained control.

This new communication confirms he isnt going to dilute his own shareholding (which is what Tom Farmer was doing, effectively diminishing his own shareholding for the benefit of the club).

Wonder what the "Tom Farmer ponzi scheme" guys are thinking now :rolleyes:



What’s the point though? Fans didn’t buy shares to trade them and there will be minimal interest in doing this.

It is also a daft use of HSL money as that would go to the shareholder not the club.

I agree that using HSL cash to go to shareholders rather than on the pitch is a bit daft.

However if people are concerned that RG has too large a holding, (I think that) people could gift their shares to HSL, or (cannae remember how it works) give HSL their voting rights or some other mechanism?

This was all mentioned some time back.

I am sure that Jim will clarify once the HSL guys have had a think about next steps.

[Gloucester Hibs]

What’s the point though? Fans didn’t buy shares to trade them and there will be minimal interest in doing this.

It is also a daft use of HSL money as that would go to the shareholder not the club.

I’m a HSL member and a shareholder, I’d be happy to sell/donate my shareholding to HSL if it helped us achieve the required % (25%?) that would help safeguard the club. Looks like that is no longer a target for HSL.

[Jack]

One thing in thinking here is that the club used to facilitate the transfer of shares i.e. from a shareholder to HSL and they won't even be doing that to benefit HSL.

[Andy74]

I’m a HSL member and a shareholder, I’d be happy to sell/donate my shareholding to HSL if it helped us achieve the required % (25%?) that would help safeguard the club. Looks like that is no longer a target for HSL.

It’s safeguarded anyway. Hibs fans in general own the other shares. One body representing them all makes no real odds.

[Pagan Hibernia]

What’s the point though? Fans didn’t buy shares to trade them and there will be minimal interest in doing this.

It is also a daft use of HSL money as that would go to the shareholder not the club.

I care about the amount of shares in supporter hands to be able to stop any funny business in the future. Not really arsed that much where the money goes. The fact that the original HSL scheme also put money into the club was a nice bonus

[Pagan Hibernia]

It’s safeguarded anyway. Hibs fans in general own the other shares. One body representing them all makes no real odds.

there are a lot of shares in the hands of obscure nominee holdings. We don’t know who they are or what their intentions might be in the event of a hostile takeover

[Andy74]

I care about the amount of shares in supporter hands to be able to stop any funny business in the future. Not really arsed that much where the money goes. The fact that the original HSL scheme also put money into the club was a nice bonus

We’ve got that already.

[Gloucester Hibs]

It’s safeguarded anyway. Hibs fans in general own the other shares. One body representing them all makes no real odds.

I don’t think that’s 100% certain TBH? What’s the % of small shareholders as per the latest info? There were also ‘nominee shareholders’ with a large chunk but it’s was far from clear those were Hibs supporters IIRC?

[Andy74]

Yes you are.

Not necessarily.

It’s a private company that can’t offer shares to the public. There’s very likely restrictions in the Articles on accepting transfers. The Directors probably don’t have to.

I know they’ve accepted transfers in the past but doesn’t mean they’d have to keep doing so, particularly if they thought there was a cash market going on for them.

[Pagan Hibernia]

We’ve got that already.

we don’t know that for sure

[madhatter]

Club better announce these ambitious plans shortly because everything is added up to something that isn’t particularly good. New ownership means change, that’s understood...but the shape this change takes needs to be explained to the fans.

[Andy74]

I don’t think that’s 100% certain TBH? What’s the % of small shareholders as per the latest info? There were also ‘nominee shareholders’ with a large chunk but it’s was far from clear those were Hibs supporters IIRC?

Nominees are just a vehicle to hold shares. The likelihood of any non Hibs fans buying shares that can’t be traded is very slim. Not worth worrying about. They’ll be folk who just want their purchases and details to be private.

[Gloucester Hibs]

Nominees are just a vehicle to hold shares. The likelihood of any non Hibs fans buying shares that can’t be traded is very slim. Not worth worrying about. They’ll be folk who just want their purchases and details to be private.

Fair enough mate, I’m not really that clued up these things. I’ll sleep a bit easier tonight!

[Golden Bear]

So as a small shareholder it looks as though I could sell my shares directly back to the Club who in turn will increase their own shareholding and not make them available for re-distribution. I think.

[lyonhibs]

So if I now make a donation to HSL, it's guaranteed that money will go directly to footballing matters instead of faffing about with share purchasing?

Might treat myself if that's the case....

[matty_f]

I think this is a good point to properly re-purpose HSL as a vehicle to contribute funds to the club.

Fan ownership is no longer on the cards, and with no debt repayments to STF due there's no reason for any of the ponzi scheme crap to come up again, shop there is a real opportunity of a clean start here.

It has the potential to be completely unambiguous.

Contribute and support a healthier, more competitive team.

No politics, little in the way of running costs and no need for any complexity in the message.

If HSL get this next stage right, it could be a game changer for the club.

[Since90+2]

I think this is a good point to properly re-purpose HSL as a vehicle to contribute funds to the club.

Fan ownership is no longer on the cards, and with no debt repayments to STF due there's no reason for any of the ponzi scheme crap to come up again, shop there is a real opportunity of a clean start here.

It has the potential to be completely unambiguous.

Contribute and support a healthier, more competitive team.

No politics, little in the way of running costs and no need for any complexity in the message.

If HSL get this next stage right, it could be a game changer for the club.

Totally agree. Needs to be rebranded though.

[Golden Bear]

I think this is a good point to properly re-purpose HSL as a vehicle to contribute funds to the club.

Fan ownership is no longer on the cards, and with no debt repayments to STF due there's no reason for any of the ponzi scheme crap to come up again, shop there is a real opportunity of a clean start here.

It has the potential to be completely unambiguous.

Contribute and support a healthier, more competitive team.

No politics, little in the way of running costs and no need for any complexity in the message.

If HSL get this next stage right, it could be a game changer for the club.

Absolutely

👍

[Billy Whizz]

I’m a monthly contributor, where will my money be going now, as I wanted it go on buying shares

[Col2]

Club better announce these ambitious plans shortly because everything is added up to something that isn’t particularly good. New ownership means change, that’s understood...but the shape this change takes needs to be explained to the fans.

This. I have no fundamental issue with the club not issuing more shares but only on the basis that there is a clear strategy and plan that covers:-

1. The new owner - shares why he bought Hibs and what he wants to achieve and how he wants to go about it
2. The club communicate the priorities on and off the park and how this will be funded including approach for external funding.
3. The club and HSL and others find a way to ensure fans will want to continue to pay money into Hibs to help (like me) can do so in an attractive (for supporters and club) method, supported by an ongoing campaign to help invest in the club.

Right here right now - 1. We have had a 5 min interview and zero depth. 2. Is outstanding 3. Couldn’t be more shambolic and broken.

[matty_f]

I’m a monthly contributor, where will my money be going now, as I wanted it go on buying shares

Donated to the club, Billy.

[wallpaperman]

I’m a monthly contributor, where will my money be going now, as I wanted it go on buying shares

I think the statement was very clear on that - ‘for use by the football dept’

[Billy Whizz]

I think the statement was very clear on that - ‘for use by the football dept’

But I was one who wanted my donations to go to buying shares, not the football dept

[Greencore]

I think the statement was very clear on that - ‘for use by the football dept’

I thought that's where the monthly contributions were already going?

[matty_f]

But I was one who wanted my donations to go to buying shares, not the football dept

Yes but that's not possible now.

[Hibs4185]

Why can’t HSL hold supporters money so that if/when RG decides to sell, HSL has money available rather than having to start from scratch?

I would be far more comfortable knowing HSL was sitting in the background with cash reserves than the money going to the playing budget.

[Billy Whizz]

Yes but that's not possible now.

I’ve just read the email, thanks

[blackpoolhibs]

Although my name will be on the strip next season, I also keep getting a new chair for the elderly every month, for this reason alone we really do need it to be rebranded soon.

[nomad]

Why can’t HSL hold supporters money so that if/when RG decides to sell, HSL has money available rather than having to start from scratch?

I would be far more comfortable knowing HSL was sitting in the background with cash reserves than the money going to the playing budget.

Totally agree with this. Explanation needed as to why this is not happening

[Andy74]

Why can’t HSL hold supporters money so that if/when RG decides to sell, HSL has money available rather than having to start from scratch?

I would be far more comfortable knowing HSL was sitting in the background with cash reserves than the money going to the playing budget.

There’s just no point in that at all. How much money do you think would be needed to be kept sitting there to maybe one day buy the majority share??

I think at times we let our suspicions on just about everything get in the way of things that could be quite simple and effective.

[Caversham Green]

:hmmm:

Good question. I didn't notice that.

Surely I'm allowed to sell all of some of my shares to whomever I choose?

Because the club is a private limited company the board can 'decline to register' a transfer of shares - it's explained in tedious detail in the revised Articles of Association at the bottom of this link : https://beta.companieshouse.gov.uk/company/SC005323/filing-history?page=3
In practice I think they'd struggle to justify declining the transfer of shares between two existing shareholders but could easily refuse to register new shareholders. It's a question worth asking at the forthcoming (I think) AGM - 'Are you really going to prevent me transferring my shares to HSL?'


So as a small shareholder it looks as though I could sell my shares directly back to the Club who in turn will increase their own shareholding and not make them available for re-distribution. I think.

Not quite - the club doesn't and can't have a shareholding in itself - I'm guessing you mean you could sell to Ron Gordon's holding company.


So if I now make a donation to HSL, it's guaranteed that money will go directly to footballing matters instead of faffing about with share purchasing?

Might treat myself if that's the case....


But I was one who wanted my donations to go to buying shares, not the football dept

The money was always going to the football department (as far as we were told) it's just that in return HSL were given new shares. Prior to their issue those shares effectively didn't exist and they cost nothing to create. Now your money would still go to the football department but nothing will come back in return.


Why can’t HSL hold supporters money so that if/when RG decides to sell, HSL has money available rather than having to start from scratch?

I would be far more comfortable knowing HSL was sitting in the background with cash reserves than the money going to the playing budget.

The problem with that is we don't know if and when Ron is going to want to sell and in the meantime the money would be doing nothing to help the club. It would also be vulnerable to real or perceived fraud or mismanagement.

[Hibs4185]

Because the club is a private limited company the board can 'decline to register' a transfer of shares - it's explained in tedious detail in the revised Articles of Association at the bottom of this link : https://beta.companieshouse.gov.uk/company/SC005323/filing-history?page=3
In practice I think they'd struggle to justify declining the transfer of shares between two existing shareholders but could easily refuse to register new shareholders. It's a question worth asking at the forthcoming (I think) AGM - 'Are you really going to prevent me transferring my shares to HSL?'



Not quite - the club doesn't and can't have a shareholding in itself - I'm guessing you mean you could sell to Ron Gordon's holding company.





The money was always going to the football department (as far as we were told) it's just that in return HSL were given new shares. Prior to their issue those shares effectively didn't exist and they cost nothing to create. Now your money would still go to the football department but nothing will come back in return.



The problem with that is we don't know if and when Ron is going to want to sell and in the meantime the money would be doing nothing to help the club. It would also be vulnerable to real or perceived fraud or mismanagement.

Yes we don’t know Ron’s intentions but if he wanted to sell tomorrow or in 20 years time, I’d rather HSL was in a position to buy his shares. We don’t know much about his business dealings or financial standing, so I personally would rather HSL reached a certain amount of savings and then perhaps excess funds could be put into t he club. That way if RG sold up, the supporters would be in a very strong position.

I am relaxed in RG’s intentions and have no worries but none the less it is better to plan and be prepared.

[eastcoasthibby]

Is the football dept ..on the pitch players or is to expand recruitment, medical, sport science, academy, where does the football dept begin and end ...does building an indoor pitch come under the football academy ?

[Pagan Hibernia]

I’m done. Direct debit cancelled.

[Greencore]

Statement

http://www.hibernianfc.co.uk/news/10522

Hibernian FC today welcomed the news that Hibernian Supporters (previously HSL) is to explore ‘any and all avenues’ to see how they can continue to support the club.

This follows the decision of the Board that it is content with the balance of shareholding, and that no further share transfers would be approved other than hereditary ones.

Around a third of the club’s shareholding is now in the hands of supporters.

The club is keen to point out that continuing financial support from Hibernian Supporters is an important contributor to the continued growth and success of the club, and that supporter funds will be used to enhance the resources available to Head Coach Jack Ross and the football program. Hibernian Supporters is now an established part of the Hibernian landscape and has raised and contributed more than £770,000 since it was established in 2015.

It now has 2400 members and owns more than 15 per cent of the shareholding in the club.

New majority shareholder Ronald Gordon purchased the shareholding of Hibernian Holdings from Sir Tom Farmer and former chairman Rod Petrie this summer and paid off the club’s £2.25 million mortgage as well as injecting £1.25 million into the club’s account.

Ron said: “I will continue to invest in taking the club forward, but I want to do this alongside supporters.

“I believe we all have a role to play in making our club the best that it can be, and supporters who have given generously do so because they want to contribute to their club.

“I thank them all, and hope that we can build still further on that.

“Everyone who supports Hibernian Supporters can rest assured that the money they provide in the future will be used to help our Head Coach improve our team.”

[tamig]

I’m done. Direct debit cancelled.

Why? Read the statement that’s just come out. You don’t want to be a part of that? Or you suspicious that Ron’s telling porkies?

[Pagan Hibernia]

Why? Read the statement that’s just come out. You don’t want to be a part of that? Or you suspicious that Ron’s telling porkies?

my money would be better spent on my own loved ones. The statement tells us nothing really.

i was happy to contribute to the football department, knowing every contribution meant a few more shares in the hands of supporters. Now that’s no longer the case, I’m not rich enough to just carry on ploughing money in on top of what I already contribute to the club. Ron Gordon wants to own the club? He can pay for it then

[hibbysam]

my money would be better spent on my own loved ones. The statement tells us nothing really.

i was happy to contribute to the football department, knowing every contribution meant a few more shares in the hands of supporters. Now that’s no longer the case, I’m not rich enough to just carry on ploughing money in on top of what I already contribute to the club. Ron Gordon wants to own the club? He can pay for it then

It was clear that the supporters were never going to ‘own’ the club though, and your money is still going to the exact same place it was before. Each to their own, your money, your choice, but it surely wouldn’t be one top of what you already contribute’ as you are, ahem, already contributing that amount as it stands?

[Pagan Hibernia]

It was clear that the supporters were never going to ‘own’ the club though, and your money is still going to the exact same place it was before. Each to their own, your money, your choice, but it surely wouldn’t be one top of what you already contribute’ as you are, ahem, already contributing that amount as it stands?

Until June last year my money was putting shares in the hands of HSL, and increasing the football budget. It was win win but the share issue was always the most important thing for me. And I never wanted full ownership, only 25.1%.

Since last summer i voted for my money to be held back in the hope of purchasing more shares. If not from HFC, then from other individual shareholders. Now that option is gone too.

Im out.

[Purple & Green]

HSL could still gain 25% if the 10% nominee shareholder agreed to sell their shares?

However I suspect the club hasn’t facilitated that conversation, and the silence from HSL is a worry.

[ahibby]

Some forget that RG has alrady put in 3.5 million as well as having paid off STF and RP. I dont know the total cost so far and I cant even guess how much he paid STF and RP. We know RP well so he annd STF must have gotten a good deal. HSL are not the only supporter with shares and the total owned by fans is said to be around 33%. Thats good enough for me. Any savings we could put towards purchasing the club would be nominal and ineffective. However 1 million would make a big difference to player budget. Therefore I am happy to continue to donate to improve our chances of having a very good side.

[emerald green]

There’s just no point in that at all. How much money do you think would be needed to be kept sitting there to maybe one day buy the majority share??

I think at times we let our suspicions on just about everything get in the way of things that could be quite simple and effective.

:agree:

[Andy74]

HSL could still gain 25% if the 10% nominee shareholder agreed to sell their shares?

However I suspect the club hasn’t facilitated that conversation, and the silence from HSL is a worry.

Why would they or should they?

They wanted to buy shares in Hibs and so they did. Not everyone believes that some sort of collective is required to hold shares for fans.

It’s a big waste of people’s cash to pay other Hibs shareholders to build up some stake that’s not really needed.

Far more worthwhile for those that want to hand over cash, to use that for the football team.

[Just Alf]

At the HSL meetings last year it was explained that there were no more shares being made available from the club. Jim told us that the option left was to get shares from existing share holders.

The whole reason for the vote on what to do next with the contributions was based on this, 35% were obviously still hoping that buying shares (if not donated, as many have done) would get us to that 25.1% threshold to prevent anyone doing a 'Mercer' or selling the stadium etc.

The recent HSL announcement tells me either the discussions with the nominee holdings have hit a dead end (the club had agreed to facilitate 1st contact) or the major shareholder has put a stop to share transfers/sales while there's still no shareholder on 25.1% that can block that decision.

I think!

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