[dalekpete]

The date of the CFSS AGM has been announced and letters that include a ballot form will start arriving tomorrow.

This thread is for questions about the process and about the proposal.

Members can of course attend the AGM to ask questions.

I will try and answer technical questions as they arise but will leave the questions about the proposal for a few days until the details reach members.

[Wooden Spoon]

 dalekpete, on Dec 26 2006, 05:02 PM, said:

The date of the CFSS AGM has been announced and letters that include a ballot form will start arriving tomorrow.

This thread is for questions about the process and about the proposal.

Members can of course attend the AGM to ask questions.

I will try and answer technical questions as they arise but will leave the questions about the proposal for a few days until the details reach members.

as a CFSS member who cant get to a meeting in chesterfield on a monday evening, is there any way i will be able to find out what the proposals are?

could the cfss do a "live event" through spire-world?

will there be an alternative to hubbards proposal, or is it hobsons chioce?

[dalekpete]

 death, on Dec 26 2006, 05:36 PM, said:

as a CFSS member who cant get to a meeting in chesterfield on a monday evening, is there any way i will be able to find out what the proposals are?

could the cfss do a "live event" through spire-world?

will there be an alternative to hubbards proposal, or is it hobsons chioce?

The proposal is detailed in the letter that has been sent to you. I will make sure all sensible questions are addressed.

I live broadcast has not been considered! Although as it is a "closed" meeting for members I am not sure it would be practical.

In terms of the proposal lets wait until it is with members.

[Town_Fan]

The question that springs to mind for me is = If debentures are converted into share capital (I welcome this) at what price will the new shares be for the debenture holders. It says how many shares CFSS will have at the end of this exercise but doesnt shed any light on what % that would be of the club.

Also (and I dont expect this to happen) whats plan B if its rejected by the membership?

[Wooden Spoon]

 Town_Fan, on Dec 27 2006, 02:42 AM, said:

The question that springs to mind for me is = If debentures are converted into share capital (I welcome this) at what price will the new shares be for the debenture holders. It says how many shares CFSS will have at the end of this exercise but doesnt shed any light on what % that would be of the club.

Also (and I dont expect this to happen) whats plan B if its rejected by the membership?

having read through the proposal this afternoon, im very happy with it.

IMO, at face value,it is a good deal for the long term future of the club, the fans, the cfss membership, and the CFC debenture holders.

[fishini]

 Town_Fan, on Dec 27 2006, 02:42 AM, said:

The question that springs to mind for me is = If debentures are converted into share capital (I welcome this) at what price will the new shares be for the debenture holders. It says how many shares CFSS will have at the end of this exercise but doesnt shed any light on what % that would be of the club.

Also (and I dont expect this to happen) whats plan B if its rejected by the membership?

There is not and never has been a plan b they will get what they want just like the ground vote, you know hang the carrot get the vote then throw the carrot away

[Wooden Spoon]

 fishini, on Dec 27 2006, 09:28 PM, said:

There is not and never has been a plan b they will get what they want just like the ground vote, you know hang the carrot get the vote then throw the carrot away

[dalekpete]

 siralf, on Dec 28 2006, 01:13 PM, said:

If an ordinary CFSS member buys preference shares then if I’ve understood it right they are committing their money for either 5 or 10 years and get either 6% or 7% interest in return.

Assuming that’s correct, can you please tell me the time period that the board of CFC (2001) Ltd are committing to for the preference shares they get to replace their debentures? Is it 5 years, 10 years or some other time period?

It will be on the same terms as everyone else as company law demands.

Of course share ownership will no longer be limited to CFSS members and there will be no mandate to cede voting rights to the Society.

[Town_Fan]

 dalekpete, on Dec 28 2006, 02:42 PM, said:

It will be on the same terms as everyone else as company law demands.

Of course share ownership will no longer be limited to CFSS members and there will be no mandate to cede voting rights to the Society.

I'm confused I thought you couldnt vote with preference shares. Does this mean the board has carte blanche to do as they like?

[dalekpete]

 Town_Fan, on Dec 28 2006, 02:52 PM, said:

I'm confused I thought you couldnt vote with preference shares. Does this mean the board has carte blanche to do as they like?

A single preference share has the same voting right as an ordinary share.

By my reckoning converting £770041 of the debentures to shares would give the collective Board a majority of the shareholding. The extra 250k (if bought directly by the Board) would give a comfortable majority but if others buy £300k of shares there will no longer be a "Board" majority.

This presupposes that the Board would act as one and has a idea outside of the current business plan.

Should the Club suddenly turn into a goldmine then redeemable shares will always be worth £1 while ordinary shares can accrue any value representative of the company!

[spireite72]

If the Board fully convert debenture to preference share and take up £250,000 thus easily taking full control and ownership of the club and if the net value of the club is the ground £5M + value of player registrations - Council mortgage £? = £3m+ ,would that not represent a large potential profit on an outlay of £770,0-00 + £250,000 ?

[dalekpete]

 spireite72, on Dec 28 2006, 06:05 PM, said:

If the Board fully convert debenture to preference share and take up £250,000 thus easily taking full control and ownership of the club and if the net value of the club is the ground £5M + value of player registrations - Council mortgage £? = £3m+ ,would that not represent a large potential profit on an outlay of £770,0-00 + £250,000 ?

Yes but how do they realise that profit?

If they were to sell up the redeemable shares will just fetch face value with all the rest of the "millions" going to ordinary shareholders. There will also be a covenant on the ground to restrict its use.

I am certain that none of our current shareholders or debenture holders have put in money in the expectation of a profit. Football at our level doesn't make a profit. More likely they would try and make a success of the Club.

[Blue]

I honestly don't understand preference shares, could dalepete confirm to me that if I invested £5000 in preference shares I would get a guaranteed 6% per annum return for 5years and my original investment of £5000 would be secure and returned to me at the end of this period. Sorry dalepete this is directed at you but who else bothers to be on this board to ask.

[dalekpete]

 Blue, on Dec 28 2006, 08:36 PM, said:

I honestly don't understand preference shares, could dalepete confirm to me that if I invested £5000 in preference shares I would get a guaranteed 6% per annum return for 5years and my original investment of £5000 would be secure and returned to me at the end of this period. Sorry dalepete this is directed at you but who else bothers to be on this board to ask.

That is the way it was explained to me as they are "redeemable" ones.

[Town_Fan]

If like me people dont know what a preference share is, info can be found here and here.

I must confess I'd read the later and assumed no voting with preference shares but it seems you can. Either way I'm disappointed as its money leaving the club which was a big reason to convert loans into share capital in the first place. However if it moves us away from the hodge podge we have now and it secures the clubs medium term future then it has to be a positive.

Would rather see the club up for sale and it looks to me like CFSS were bent over by the CFC board and hung onto what they could.

[dalekpete]

If we assume that no dividends will be paid then ordinary shares have little value other than some small part ownership unless there is a major take-over!

The Redeemable Preference Shares (RPS) allow voting rights, a fixed rate of interest and they can be redeemed at the end of five or ten years.

Should the Club fold these will be paid out before certain other creditors and based on the value of the land are therefore secure.

[dalekpete]

 MP-Spire, on Dec 28 2006, 09:31 PM, said:

Pete,

What if the Club is experiencing poor cash flow in 5/10 yrs time and is unable to pay up the preference shares if 'investors' want out?

I expect that at a new stadium that servicing the debt will be mostly met by the corporate/conference dealings and that increased crowds and commercial activity will increase the "value" of the Club perhaps reducing indebtedness.

Of course shares do not have to be redeemed and investments can be rolled-over or replaced the same as in any business.