Hsl

[Daniel 1875]

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Why not just stop taking money from people then? If it has one aim and that aim is unachievable then why continue? Ron Gordon made clear in the first AGM it wasn't happening.

Yeah people should be aware but there's a reason ever large company on earth is pushing subscriptions, people don't pay that much attention and their payments continue regardless.

Why don’t we stop taking payments? Because the aim of the organisation is to purchase shares in the club if they’re available. 2014, today, next month, next year. The organisation’s aims remain the same.

If shares become available the organisation would be well placed to have at least some of the required funds to act on that share issue.

Until Monday this week, we had no idea what form this new investment proposal would take. If it was a standard share issue, as many people speculated it would be, and we stopped taking payments in 2019 as you suggest then we’d have been left with a standing start and very little prospect of having the finance available to protect our shareholding.

We have been absolutely clear on the intended use of the funds. Anyone is welcome to stop contributing at any time, we have never, ever taken money from supporters who didn’t want to contribute it.

It’s easy to start or stop payments. Fans who do not agree with the principles of the organisation are absolutely welcome to stop at any time, and in fact we are duty bound to support them to do this if they so wish.

[GreenPJ]

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This is what I put on the Bounce, but I have no idea if I've got the right end of the stick so I also asked Daniel if it was within HSL remit to use funds held to engage a commercial lawyer to give them a once over.



I've had another go at fathoming the proposed Articles of Association and section 14 looks interesting. I think it says that if 80% of shareholders accept a bid from a buyer then ALL shareholders are required to accept it too. Basically if the Gordons and Black Knights decide to sell up then we'll lose our shareholdings too (for a price obviously) and the buyer will end up with 100% of the club. It rings a bell that this sort of thing might be standard practice but I suspect not many are aware of it.

This footnote is included too, not sure if it was intended to be, but it sure makes it sound like the section is intentionally being drafted in a way that suits the Gordons and the Black Knights:

1 AG Note: our logic is to strike the right balance between being close, but not at, the 90% threshold in the Companies Act but with the benefit of a contractual drag mechanism and a slightly lower acceptance threshold than the Companies Act. 75% is too low for BKFE, given it will hold 25%. Burness: on reflection, if we are not going for the 90% threshold then 80% feels right to us so as to ensure we never require more than Bydand and BKFE.

Drag along rights are pretty common, especially where you have a lot of shareholders with small holdings.

[Chipper1875]

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Who do you think I was meaning? The poster you quoted.

So is your point, HSL are not following their own articles?

[Rocky]

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Drag along rights are pretty common, especially where you have a lot of shareholders with small holdings.

Common they may be, but how many HSL members and small shareholders know that if the Gordons and BKFE sell up, they're potentially going to have to sell up too? Have to assume that in the long term HSL are going to receive a wad of cash for their shares - what happens then? Not suggesting anything untoward but the practicalities of returning cash to members are going to be tricky.

[Sergio sledge]

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Doesn't really answer my question.

Can you cut and paste the particular reference? It's an important point.

I think the OP is referring to Article 14 - Drag Along.

"14.4 If the holders of not less than 80 per cent in nominal value of the Ordinary Shares then in issue (the “Accepting Shareholders”) have indicated in writing that they wish to accept the Qualifying Offer, then the provisions of this Article 14 (Drag Along) shall apply.

14.5 The Accepting Shareholders may give written notice (a “Drag Notice”) to the remaining Shareholders (the “Other Shareholders”) of their wish to accept the Qualifying Offer and each of the Other Shareholders shall thereupon become bound to accept the Qualifying Offer and to transfer the legal and beneficial interest in their Shares to the Offeror (or his nominee) with full title guarantee on the date specified by the Accepting Shareholders (the “Drag Completion Date”) by delivering to the Company on or before the Drag Completion Date:

14.5.1 the relevant share certificate(s) (or a suitable indemnity in lieu thereof) in respect of the Shares held by him;

14.5.2 a duly executed sale agreement or form of acceptance (in a form acceptable to the Accepting Shareholders) pursuant to which the Other Shareholders provide
representations and warranties as to title to and ownership of the Shares held by them; and

14.5.3 a duly executed form of transfer in respect of those Shares in favour of the Offeror (or its nominee),
and, if required by the Board, shall sign, execute and deliver such other documents as may reasonably be required to effect the transfer of any shares, debt instruments or other securities to the Offeror (or its nominee)."

With the footnotes stating:

"AG Note: our logic is to strike the right balance between being close, but not at, the 90% threshold in the Companies Act but with the benefit of a contractual drag mechanism and a slightly lower acceptance threshold than the Companies Act. 75% is too low for BKFE, given it will hold 25%. Burness: on reflection, if we are not going for the 90% threshold then 80% feels right to us so as to ensure we never require more than Bydand and BKFE"

Certainly seems like they are amending the articles to make it so that Bydand and BKFE can accept an offer, to sell the club and all shareholders will be legally obliged to accept. So BKFE could set up a new holding company in order to buy the entirety of the club and HSL, Leslie Robb and all the individual shareholders would have to see to them and we'd lose any ownership of the club we have. I have to say that is a little concerning, if the legal norm is that threshold is set at 90% of the shareholding has to accept for it to be mandatory, then why not leave it at that and convince the minor shareholders the purchase is the right thing to do.

Although thinking about it, Bydand and BKFE could get themselves above Companies Act 90% pretty easily with another share issue/debt for equity swap, so what is the point in changing this article to 80%?

Maybe I'm reading that wrong though.

[Rick Rude]

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Why don’t we stop taking payments? Because the aim of the organisation is to purchase shares in the club if they’re available. 2014, today, next month, next year. The organisation’s aims remain the same.

If shares become available the organisation would be well placed to have at least some of the required funds to act on that share issue.

Until Monday this week, we had no idea what form this new investment proposal would take. If it was a standard share issue, as many people speculated it would be, and we stopped taking payments in 2019 as you suggest then we’d have been left with a standing start and very little prospect of having the finance available to protect our shareholding.

We have been absolutely clear on the intended use of the funds. Anyone is welcome to stop contributing at any time, we have never, ever taken money from supporters who didn’t want to contribute it.

It’s easy to start or stop payments. Fans who do not agree with the principles of the organisation are absolutely welcome to stop at any time, and in fact we are duty bound to support them to do this if they so wish.

Why not put the vote on what's to happen to the money to all members rather than just an AGM as was done at COVID?

Or alternatively, send a mailing making clear all money is going to sit in a bank account indefinitely in the hope something changes, if you want to continue with your DD let us know else it will be stopped.

[CropleyWasGod]

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This is what I put on the Bounce, but I have no idea if I've got the right end of the stick so I also asked Daniel if it was within HSL remit to use funds held to engage a commercial lawyer to give them a once over.



I've had another go at fathoming the proposed Articles of Association and section 14 looks interesting. I think it says that if 80% of shareholders accept a bid from a buyer then ALL shareholders are required to accept it too. Basically if the Gordons and Black Knights decide to sell up then we'll lose our shareholdings too (for a price obviously) and the buyer will end up with 100% of the club. It rings a bell that this sort of thing might be standard practice but I suspect not many are aware of it.

This footnote is included too, not sure if it was intended to be, but it sure makes it sound like the section is intentionally being drafted in a way that suits the Gordons and the Black Knights:

1 AG Note: our logic is to strike the right balance between being close, but not at, the 90% threshold in the Companies Act but with the benefit of a contractual drag mechanism and a slightly lower acceptance threshold than the Companies Act. 75% is too low for BKFE, given it will hold 25%. Burness: on reflection, if we are not going for the 90% threshold then 80% feels right to us so as to ensure we never require more than Bydand and BKFE.

Thanks for this.

On first reading, this is potentially much more important than the bickering about HSL.

As I read it, it would need a 3rd party (maybe connected to either Bydand or BK) to offer to buy 80% of the Club's shares. That would be enough to include Bydand, BK and Leslie Robb. If that happened, yes the remaining shareholders would be bound to accept that offer.

From my scant knowledge of Company law, 90% is a common threshold at which to trigger this type of action. 80% seems very low.

The footnote is illuminating. It has now been removed from the original uploaded copy, as it clearly wasn't meant to be for public sight.

A few things cross my mind:-

1. what is Leslie Robb's view of that particular proposal?

2. it obviously couldn't happen under the current dual-ownership rules.

3. how do the Turquoise people fit into all of this?

[lyonhibs]

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Should they not just keep it going as a way for fans to invest in player budget? Forget the ownership model as that will never work. But get a point where you are bringing in 200k a quarter, that would be a good amount of money for additional players. (or a wee bit of a top player)

If they'd said from the get go this is effectively a kitty fund for the manager, I wonder if it would've been better received?

[Chipper1875]

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Thanks for this.

On first reading, this is potentially much more important than the bickering about HSL.

As I read it, it would need a 3rd party (maybe connected to either Bydand or BK) to offer to buy 80% of the Club's shares. That would be enough to include Bydand, BK and Leslie Robb. If that happened, yes the remaining shareholders would be bound to accept that offer.

From my scant knowledge of Company law, 90% is a common threshold at which to trigger this type of action. 80% seems very low.

The footnote is illuminating. It has now been removed from the original uploaded copy, as it clearly wasn't meant to be for public sight.

A few things cross my mind:-

1. what is Leslie Robb's view of that particular proposal?

2. it obviously couldn't happen under the current dual-ownership rules.

3. how do the Turquoise people fit into all of this?

Eloquently put , much better than my effort. Do you have the PDF version with the lawyers comments that you can post ?

[CropleyWasGod]

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Certainly seems like they are amending the articles to make it so that Bydand and BKFE can accept an offer, to sell the club and all shareholders will be legally obliged to accept. So BKFE could set up a new holding company in order to buy the entirety of the club and HSL, Leslie Robb and all the individual shareholders would have to see to them and we'd lose any ownership of the club we have. I have to say that is a little concerning, if the legal norm is that threshold is set at 90% of the shareholding has to accept for it to be mandatory, then why not leave it at that and convince the minor shareholders the purchase is the right thing to do.

Although thinking about it, Bydand and BKFE could get themselves above Companies Act 90% pretty easily with another share issue/debt for equity swap, so what is the point in changing this article to 80%?

Maybe I'm reading that wrong though.

We're on the same page I think.

I'm finding it a bit disturbing tbh.

They have thrown this proposal out without explanation. In order for people to make up their own mind, they need to have clear information about the consequences of their vote. We obvously don't have that, and it's up to random people online to try and make sense of it all.

Our individual votes may not be significant enough to affect the vote, but it would be nice to be informed.

[Rocky]

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Thanks for this.

On first reading, this is potentially much more important than the bickering about HSL.

As I read it, it would need a 3rd party (maybe connected to either Bydand or BK) to offer to buy 80% of the Club's shares. That would be enough to include Bydand, BK and Leslie Robb. If that happened, yes the remaining shareholders would be bound to accept that offer.

From my scant knowledge of Company law, 90% is a common threshold at which to trigger this type of action. 80% seems very low.

The footnote is illuminating. It has now been removed from the original uploaded copy, as it clearly wasn't meant to be for public sight.

A few things cross my mind:-

1. what is Leslie Robb's view of that particular proposal?

2. it obviously couldn't happen under the current dual-ownership rules.

3. how do the Turquoise people fit into all of this?

I don't think Leslie Robb would even come into it if the new share issue is approved. At that point I think Bydand have about 60% and BKFE have 25% so they can sell up and there's nowt he or HSL or anyone else can do about it if these Articles are passed.

[Chipper1875]

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We're on the same page I think.

I'm finding it a bit disturbing tbh.

They have thrown this proposal out without explanation. In order for people to make up their own mind, they need to have clear information about the consequences of their vote. We obvously don't have that, and it's up to random people online to try and make sense of it all.

Our individual votes may not be significant enough to affect the vote, but it would ne nice to be informed.

That’s the distain Ron has held for us pesky hibs fans who hold shares. From his first meeting he held at ER he made that clear .

[JohnM1875]

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That’s the distain Ron has held for us pesky hibs fans who hold shares. From his first meeting he held at ER he made that clear .

Classy.

[Chipper1875]

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Classy.

Were you at the meeting?

[Ringothedog]

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That’s the distain Ron has held for us pesky hibs fans who hold shares. From his first meeting he held at ER he made that clear .

Or protecting their investment?

[Chipper1875]

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Or protecting their investment?

From minority shareholders , who have been shareholders since late 80s and if we don’t get wiped out , will
Be shareholders long after Bydand sports sell up

[Rocky]

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2. it obviously couldn't happen under the current dual-ownership rules.

3. how do the Turquoise people fit into all of this?

On 2, I'd say it set things up nicely for some kinds of arms length Black Knights entity to buy the club outright.

On 3 - isn't Turquoise just the name of the Black Knights bid vehicle?

[Pretty Boy]

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We're on the same page I think.

I'm finding it a bit disturbing tbh.

They have thrown this proposal out without explanation. In order for people to make up their own mind, they need to have clear information about the consequences of their vote. We obvously don't have that, and it's up to random people online to try and make sense of it all.

Our individual votes may not be significant enough to affect the vote, but it would ne nice to be informed.

I think this just hammers home a point I made previously that shouts of 'there is no down side to any of this' are fanciful.

I'm not suggesting there is anything nefarious at play but individual shareholders and the ability of fans to work as a collective are being placed into a far weaker position than is currently the case and it seems that is very much intentional.

[CropleyWasGod]

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On 2, I'd say it set things up nicely for some kinds of arms length Black Knights entity to buy the club outright.

On 3 - isn't Turquoise just the name of the Black Knights bid vehicle?

You're right about 3, but I always grow hackles when another name gets thrown in.

On 2, I don't know enough about dual-interest rules. Would that be allowed, given that there is a connection of sorts?

[matty_f]

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I don’t care . If you are an active member , ask HSL. If you aren’t with all due respect it’s none of your business

Is that the same with fans who aren’t shareholders for the BK investment? If you’re not a shareholder don’t get involved in the discussion as it’s none of your business?

[MelbourneHibees]

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I think the OP is referring to Article 14 - Drag Along.

"14.4 If the holders of not less than 80 per cent in nominal value of the Ordinary Shares then in issue (the “Accepting Shareholders”) have indicated in writing that they wish to accept the Qualifying Offer, then the provisions of this Article 14 (Drag Along) shall apply.

14.5 The Accepting Shareholders may give written notice (a “Drag Notice”) to the remaining Shareholders (the “Other Shareholders”) of their wish to accept the Qualifying Offer and each of the Other Shareholders shall thereupon become bound to accept the Qualifying Offer and to transfer the legal and beneficial interest in their Shares to the Offeror (or his nominee) with full title guarantee on the date specified by the Accepting Shareholders (the “Drag Completion Date”) by delivering to the Company on or before the Drag Completion Date:

14.5.1 the relevant share certificate(s) (or a suitable indemnity in lieu thereof) in respect of the Shares held by him;

14.5.2 a duly executed sale agreement or form of acceptance (in a form acceptable to the Accepting Shareholders) pursuant to which the Other Shareholders provide
representations and warranties as to title to and ownership of the Shares held by them; and

14.5.3 a duly executed form of transfer in respect of those Shares in favour of the Offeror (or its nominee),
and, if required by the Board, shall sign, execute and deliver such other documents as may reasonably be required to effect the transfer of any shares, debt instruments or other securities to the Offeror (or its nominee)."

With the footnotes stating:

"AG Note: our logic is to strike the right balance between being close, but not at, the 90% threshold in the Companies Act but with the benefit of a contractual drag mechanism and a slightly lower acceptance threshold than the Companies Act. 75% is too low for BKFE, given it will hold 25%. Burness: on reflection, if we are not going for the 90% threshold then 80% feels right to us so as to ensure we never require more than Bydand and BKFE"

Certainly seems like they are amending the articles to make it so that Bydand and BKFE can accept an offer, to sell the club and all shareholders will be legally obliged to accept. So BKFE could set up a new holding company in order to buy the entirety of the club and HSL, Leslie Robb and all the individual shareholders would have to see to them and we'd lose any ownership of the club we have. I have to say that is a little concerning, if the legal norm is that threshold is set at 90% of the shareholding has to accept for it to be mandatory, then why not leave it at that and convince the minor shareholders the purchase is the right thing to do.

Although thinking about it, Bydand and BKFE could get themselves above Companies Act 90% pretty easily with another share issue/debt for equity swap, so what is the point in changing this article to 80%?

Maybe I'm reading that wrong though.

This is just getting a wee bit too shady for me. Why are they even considering changing this from normal operating practice?

[Chipper1875]

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Is that the same with fans who aren’t shareholders for the BK investment? If you’re not a shareholder don’t get involved in the discussion as it’s none of your business?

AGM is for shareholders.HSL business is for HSL members.

[SickBoy32]

It’s all starting to sound very underhand the way this is trying to be slipped under the radar by these financial speculators we are dealing with - not to be trusted IMO.

I’d like to hope any shareholder voting these changes through, does so in the full knowledge of the potential path this could lead us down. Turkeys voting for Xmas springs to mind.

[Rocky]

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You're right about 3, but I always grow hackles when another name gets thrown in.

On 2, I don't know enough about dual-interest rules. Would that be allowed, given that there is a connection of sorts?

I don't know either but it seems that Black Knights is plugged into a massive network of £££s and corporate entities so I'd fancy their chances of finding a bit of the empire that's sufficiently remote that it wouldn't count as dual ownership.

[Rumble de Thump]

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It’s all starting to sound very underhand the way this is trying to be slipped under the radar by these financial speculators we are dealing with - not to be trusted IMO.

I’d like to hope any shareholder voting these changes through, does so in the full knowledge of the potential path this could lead us down. Turkeys voting for Xmas springs to mind.

I doubt there's a Jambo who would disagree with any of that.

[Gatecrasher]

I'm not sure of what's really going on here but it definitely sounds like we are at a cross roads. When this gets voted through at the AGM there is definitely going to be a massive change in the ownership and the way the club is run. Some might feel uncomfortable with our shares being diluted and I am kind of in that camp, I always liked we had a strong fan influence on things but that looks like it's going to disappear. If these people have the best intentions for us then this won't be much of an issue, they seem to want to build some kind of footballing conglomerate and have the resources to bring success to our club. That's if the intentions are good. If they are not good the future of the club is outwith our hands.

It's situations like this I wish the last share issue was more successful.

[Chipper1875]

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I don't know either but it seems that Black Knights is plugged into a massive network of £££s and corporate entities so I'd fancy their chances of finding a bit of the empire that's sufficiently remote that it wouldn't count as dual ownership.

Posted similar earlier the entity that is owns Black Knights is incredible in is size . Interesting who it makes money for its investors.

[matty_f]

Shady/underhand etc isn’t helpful language.

The information has been shared, there’s an AGM to ask questions about it before anything is voted on.

The inference that wool is being pulled over people’s eyes etc is very reminiscent of the language used at the time of HSL’s launch, which put it on the back foot from the start and ultimately ended up with us in a position where it would be really desirable to have HSL representing the fans on the board and having a blocking vote but don’t due to it not being the numbers it needed.

[matty_f]

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AGM is for shareholders.HSL business is for HSL members.

So nobody other than shareholders should discuss the AGM, following your logic?

[Chipper1875]

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So nobody other than shareholders should discuss the AGM, following your logic?

Do want they want . Do a podcast on it? Do it live from Inverness or on one of the supporter buses travelling up. Share some of the concerning points raised on this thread . Some will be concerned others won’t care. That’s life.

Also, could all the podcasts get together and put one on and get knowledgeable hibs fans on to walk the fans through what’s being proposed. There’s plenty knowledge fans out there.