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Voting rights for RPSs

#1 User is offline   dalekpete 

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Posted 16 January 2007 - 10:46 PM

Firstly, I, and I expect the rest pf the CFSS Board, believe it is the intention to issue RPSs that have voting rights. I have checked the minutes of the "joint" Board meeting and that is what it says. However these minutes have never been ratified as the meeting fell outside the normal business of the Society.

What we are voting on is the reduction in the CFSS holding and an increase in the share capital of CFC(2001). How those shares are designed is for the CFC Board to propose at their AGM. It is unusual for RPSs to have voting rights but this does happen. If that level of influence is needed to bring the investment on board then that is what we will have to listen to if the vote supports a change.

Deciding to recommend giving up control of the Club has been a very hard decision. If funds can be raised while maintaining a greater share of influence then I want to do that. There was no vote at the meeting; if the vote gives a positive endorsement of the proposal then we will cast "our" votes in the best interests of the Club.

No doubt the meeting wanted to keep as tight a control on the Club as possible but I also felt there was a consensus that change is needed if we are to move the Club on to the next level.
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#2 User is offline   Wooden Spoon 

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Posted 16 January 2007 - 11:03 PM

View Postdalekpete, on Jan 16 2007, 10:46 PM, said:

Firstly, I, and I expect the rest pf the CFSS Board, believe it is the intention to issue RPSs that have voting rights. I have checked the minutes of the "joint" Board meeting and that is what it says. However these minutes have never been ratified as the meeting fell outside the normal business of the Society.

What we are voting on is the reduction in the CFSS holding and an increase in the share capital of CFC(2001). How those shares are designed is for the CFC Board to propose at their AGM. It is unusual for RPSs to have voting rights but this does happen. If that level of influence is needed to bring the investment on board then that is what we will have to listen to if the vote supports a change.

Deciding to recommend giving up control of the Club has been a very hard decision. If funds can be raised while maintaining a greater share of influence then I want to do that. There was no vote at the meeting; if the vote gives a positive endorsement of the proposal then we will cast "our" votes in the best interests of the Club.

No doubt the meeting wanted to keep as tight a control on the Club as possible but I also felt there was a consensus that change is needed if we are to move the Club on to the next level.


thanks for that pete.

as usual your the CFSS man we hear from. new share capital, well long term if it wipes out debt its gotta be a good thing.

you really should consider putting yourself forward as our rep on the CFC board. from a fans perspective your the one we can speak to, and you always try to be honest and concise.
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#3 User is offline   spirette 

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Posted 16 January 2007 - 11:11 PM

View Postdeath, on Jan 16 2007, 11:03 PM, said:

thanks for that pete.

as usual your the CFSS man we hear from. new share capital, well long term if it wipes out debt its gotta be a good thing.

you really should consider putting yourself forward as our rep on the CFC board. from a fans perspective your the one we can speak to, and you always try to be honest and concise.


well said!
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#4 User is offline   Wooden Spoon 

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Posted 16 January 2007 - 11:36 PM

View Postspirette, on Jan 16 2007, 11:11 PM, said:

well said!



the CFC board, and any "new chums" of hubbard are likely to "assign" a place, ie, director of community projects, and the CFSS man wont be OUR rep. shame, but hey ho.its a token guesture anyway.

lets get the investment, the new ground, and move onwards and upwards as a club.

the last chapter is coming to an end, and a new one is about to begin.
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#5 User is offline   h again 

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Posted 17 January 2007 - 12:42 PM

View Postdeath, on Jan 16 2007, 11:03 PM, said:

thanks for that pete.

as usual your the CFSS man we hear from. new share capital, well long term if it wipes out debt its gotta be a good thing.
you really should consider putting yourself forward as our rep on the CFC board. from a fans perspective your the one we can speak to, and you always try to be honest and concise.


The new share capital will not wipe out debt. They are Preference Shares which will carry a guarenteed income to the holders, and like all debts it will have to be paid back. As for the increased income - where from? The Board have said they'll put up another 250K in addition to converting their existing loans. That's good of them, but it isn't going to do any more than keep us ticking over, and by a strange coincidence it will just about pay the first years interest on a 3 million loan which seems to be coming our way. It was also the amount the Board turned down from Fraser Eagle three years ago.
If this move is designed to encourage large-scale new investment, then I'm sorry, but I just can't see it happening. I'd love to be proved wrong, but it looks to me as if we're taking on more and more debt, however 'friendly', in the desperate hope that the new ground will pay for all. Now that's gambling if you like.
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#6 User is offline   Wooden Spoon 

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Posted 17 January 2007 - 06:24 PM

View Posth again, on Jan 17 2007, 12:42 PM, said:

The new share capital will not wipe out debt. They are Preference Shares which will carry a guarenteed income to the holders, and like all debts it will have to be paid back. As for the increased income - where from? The Board have said they'll put up another 250K in addition to converting their existing loans. That's good of them, but it isn't going to do any more than keep us ticking over, and by a strange coincidence it will just about pay the first years interest on a 3 million loan which seems to be coming our way. It was also the amount the Board turned down from Fraser Eagle three years ago.
If this move is designed to encourage large-scale new investment, then I'm sorry, but I just can't see it happening. I'd love to be proved wrong, but it looks to me as if we're taking on more and more debt, however 'friendly', in the desperate hope that the new ground will pay for all. Now that's gambling if you like.



hubbard is proposing a swap, debetures into shares, as part of the restructuring, and will put in a further 250k, this will wipe out the curreent debrnture debt.

do you still think hubbard want no part in owning the club?

according to petes figures(not mine), attendences rise by up to 40% on builing a new stadium. coupled with new income streams from the extra facilities. this gives us increased revenue.

I will bet you £200 to the players fund, that before the new ground is finished, most of the "new" shares are issued, and we have less debt than we do now.
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#7 User is offline   dalekpete 

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Posted 17 January 2007 - 06:37 PM

View Postdeath, on Jan 17 2007, 06:24 PM, said:

attendences rise by up to 40% on builing a new stadium. coupled with new income streams from the extra facilities. this gives us increased revenue.

This was not my figure but one from the consultants. I understand earlier business cases assumed a conservative 15% increase.
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#8 User is offline   h again 

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Posted 17 January 2007 - 07:23 PM

View Postdeath, on Jan 17 2007, 06:24 PM, said:

hubbard is proposing a swap, debetures into shares, as part of the restructuring, and will put in a further 250k, this will wipe out the curreent debrnture debt.

do you still think hubbard want no part in owning the club?

according to petes figures(not mine), attendences rise by up to 40% on builing a new stadium. coupled with new income streams from the extra facilities. this gives us increased revenue.

I will bet you £200 to the players fund, that before the new ground is finished, most of the "new" shares are issued, and we have less debt than we do now.


To save me typing this again, read it carefully. The new shares will be what is known as Preference Shares. If you buy them they can be held for 5 or 10 years and will attract interest at 5% or 6% per annum, payable on maturity. They are therefore effectively long term loans at a fairly favourable rate of interest, and the club will have to pay them back at the expiry date. The CFC Board are turning their loans into these shares, which means they keep the existing interest payments but also gain the corresponding number of votes - having their cake and eating it. This does not mean that Mr. Hubbard has taken over the club, nor even become a majority shareholder, unless he chucks in a lot more money. What it does mean is that the existing Board have a much greater influence should any issue come to a vote of shareholders.

If you've spent all this time arguing about it without even understanding what the implication of Preference Shares is, then you've simply confirmed what has been apparent from the first - you haven't a clue what you're talking about. Forget the £200, just learn the lesson.
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#9 User is offline   Ernie Ernie Ernie 

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Posted 17 January 2007 - 07:36 PM

View Posth again, on Jan 17 2007, 07:23 PM, said:

To save me typing this again, read it carefully. The new shares will be what is known as Preference Shares. If you buy them they can be held for 5 or 10 years and will attract interest at 5% or 6% per annum, payable on maturity. They are therefore effectively long term loans at a fairly favourable rate of interest, and the club will have to pay them back at the expiry date. The CFC Board are turning their loans into these shares, which means they keep the existing interest payments but also gain the corresponding number of votes - having their cake and eating it. This does not mean that Mr. Hubbard has taken over the club, nor even become a majority shareholder, unless he chucks in a lot more money. What it does mean is that the existing Board have a much greater influence should any issue come to a vote of shareholders.

If you've spent all this time arguing about it without even understanding what the implication of Preference Shares is, then you've simply confirmed what has been apparent from the first - you haven't a clue what you're talking about. Forget the £200, just learn the lesson.


H are you suggesting the rate of interest is favourable to the club or to those putting the money in?
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#10 User is offline   Wooden Spoon 

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Posted 17 January 2007 - 08:20 PM

View Postdalekpete, on Jan 17 2007, 06:37 PM, said:

This was not my figure but one from the consultants. I understand earlier business cases assumed a conservative 15% increase.


ok pete. thanks.

whatever the exact figures, its still an increase, which will result in greater revenue.
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#11 User is offline   Wooden Spoon 

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Posted 17 January 2007 - 08:35 PM

View Posth again, on Jan 17 2007, 07:23 PM, said:

To save me typing this again, read it carefully. The new shares will be what is known as Preference Shares. If you buy them they can be held for 5 or 10 years and will attract interest at 5% or 6% per annum, payable on maturity. They are therefore effectively long term loans at a fairly favourable rate of interest, and the club will have to pay them back at the expiry date. The CFC Board are turning their loans into these shares, which means they keep the existing interest payments but also gain the corresponding number of votes - having their cake and eating it. This does not mean that Mr. Hubbard has taken over the club, nor even become a majority shareholder, unless he chucks in a lot more money. What it does mean is that the existing Board have a much greater influence should any issue come to a vote of shareholders.

If you've spent all this time arguing about it without even understanding what the implication of Preference Shares is, then you've simply confirmed what has been apparent from the first - you haven't a clue what you're talking about. Forget the £200, just learn the lesson.



here we go again. arguing the opposite simply for the sake of it. revolving door style.

new shares issued at 6% interest.(same as we pay on debentures having the cake and eating it?)

its not a debt, as we wont owe the initial investment to anyone, unlike the current debentures which are secured against saltergate.

if they wish to sell at the 5 yr maturity period, thats up to the share holder. the only "debt" will be the 6%. so the club is better off.

hubbards "proposal" has been approved, at 94.6% majority. although i suppose you think its still not happening. this proposal will remove the £800k+ debentures.

the £200 bet is whether those shares will be sold or not, by the end of the stadium build. you said they wont be sold AND I QUOTE "If this move is designed to encourage large-scale new investment, then I'm sorry, but I just can't see it happening." so, on your own criteria, as quoted above, do you fancy the bet? or are you going to refuse to put your money where your mouth is, for the seventh time?

ive learnt the lesson H. im utterly convinced your a clown. you can stop the court jester routine anytime you like.

This post has been edited by death: 17 January 2007 - 08:37 PM

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#12 User is offline   dim view 

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Posted 17 January 2007 - 09:03 PM

View Postdeath, on Jan 17 2007, 08:35 PM, said:

if they wish to sell at the 5 yr maturity period, thats up to the share holder. the only "debt" will be the 6%. so the club is better off.


I don't think that's true Death. The club HAS to pay the money back at maturity, even if it is then reinvested. If the shareholder wants to sell before the maturity period then it's up to the shareholder to find a buyer and he can transfer the ownership.
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#13 User is offline   spireite72 

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Posted 17 January 2007 - 09:41 PM

View Postdalekpete, on Jan 16 2007, 10:46 PM, said:

Firstly, I, and I expect the rest pf the CFSS Board, believe it is the intention to issue RPSs that have voting rights. I have checked the minutes of the "joint" Board meeting and that is what it says. However these minutes have never been ratified as the meeting fell outside the normal business of the Society.

What we are voting on is the reduction in the CFSS holding and an increase in the share capital of CFC(2001). How those shares are designed is for the CFC Board to propose at their AGM. It is unusual for RPSs to have voting rights but this does happen. If that level of influence is needed to bring the investment on board then that is what we will have to listen to if the vote supports a change.

Deciding to recommend giving up control of the Club has been a very hard decision. If funds can be raised while maintaining a greater share of influence then I want to do that. There was no vote at the meeting; if the vote gives a positive endorsement of the proposal then we will cast "our" votes in the best interests of the Club.

No doubt the meeting wanted to keep as tight a control on the Club as possible but I also felt there was a consensus that change is needed if we are to move the Club on to the next level.

It was apparent from the CFSS meeting that the CFSS Board had not considered the implications of RPSs being given voting rights and because discussions were in secret the membership were voting in ignorance. The implications are of course huge. There much disquiet when the AGM realised the what the actual position was and I suspect that most of the votes had already been cast.
You have not said whether the CFSS Board intend to go algainst normal and accepted practice and allow RPSs to be given voting rights.
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#14 User is offline   Torteval 

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Posted 17 January 2007 - 11:00 PM

View Postspireite72, on Jan 17 2007, 09:41 PM, said:

It was apparent from the CFSS meeting that the CFSS Board had not considered the implications of RPSs being given voting rights and because discussions were in secret the membership were voting in ignorance. The implications are of course huge. There much disquiet when the AGM realised the what the actual position was and I suspect that most of the votes had already been cast.
You have not said whether the CFSS Board intend to go algainst normal and accepted practice and allow RPSs to be given voting rights.


I think that your comments here sum up the situation perfectly. There was actually a call in the meeting for the vote to be delayed. Whether or not you would still support the "yes" vote, it is unfortunate that the vote took place when clearly the CFSS board had either not been told the situation re RPS voting rights, or had completely misunderstood the implications. If they had, it remains to be seen whether they would have recommended members to vote differently.
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#15 User is offline   dalekpete 

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Posted 17 January 2007 - 11:10 PM

View PostTorteval, on Jan 17 2007, 11:00 PM, said:

I think that your comments here sum up the situation perfectly. There was actually a call in the meeting for the vote to be delayed. Whether or not you would still support the "yes" vote, it is unfortunate that the vote took place when clearly the CFSS board had either not been told the situation re RPS voting rights, or had completely misunderstood the implications. If they had, it remains to be seen whether they would have recommended members to vote differently.

The CFSS Board was told, according to the minutes I have, that it was one share- one vote regardless of the type of share. The confusion came with Mike Hadfield's intervention that left us wondering if we were mistaken. RPSs can have voting rights at or below the level of ordinary shares but this is not common; I think this was the point he made. We will see tomorrow what the exact rights of the new shares are.
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Posted 17 January 2007 - 11:13 PM

View Postdalekpete, on Jan 17 2007, 11:10 PM, said:

The CFSS Board was told, according to the minutes I have, that it was one share- one vote regardless of the type of share. The confusion came with Mike Hadfield's intervention that left us wondering if we were mistaken. RPSs can have voting rights at or below the level of ordinary shares but this is not common; I think this was the point he made. We will see tomorrow what the exact rights of the new shares are.


Hey, come on Pete, if you lot are confused, god help the members!
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#17 User is offline   malcolmr13 

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Posted 17 January 2007 - 11:22 PM

View PostTorteval, on Jan 17 2007, 11:00 PM, said:

I think that your comments here sum up the situation perfectly. There was actually a call in the meeting for the vote to be delayed. Whether or not you would still support the "yes" vote, it is unfortunate that the vote took place when clearly the CFSS board had either not been told the situation re RPS voting rights, or had completely misunderstood the implications. If they had, it remains to be seen whether they would have recommended members to vote differently.


If I have this right and the CFC Directors are converting Debentures into Preference shares they can only show their committment to the club by not taking back their stake after full term ie ie renewing their investment.
That would also apply to ordinary folk, except that we might need£5000/£10000 in later life for the usual reasons.
Why would anyone want an Ordinary share?
It would only come into its own if the club became very successful and a new takeover occurred with above face-price offer for shares.
So what the club is doing is buying time- 5 years likely- to improve financial performance whilst paying 6% to punters as they do so.
Lets remember that 6% is a lot better than the High Street and about twice the return of Premium Bonds.
I am all for the structure change but the CFC AGM must be asked to clarify what looks like a risky exercise for the club.
I am tempted by the 5 year plan, though!
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#18 User is offline   Wooden Spoon 

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Posted 18 January 2007 - 04:27 AM

View Postdim view, on Jan 17 2007, 09:03 PM, said:

I don't think that's true Death. The club HAS to pay the money back at maturity, even if it is then reinvested. If the shareholder wants to sell before the maturity period then it's up to the shareholder to find a buyer and he can transfer the ownership.



oh ok. thanks for clearing that up

which ever way you cut it, its a way of getting in much needed investment.

not many will be able to match or better 6%. and its as good as garaunteed? it still seems like a win win situation to me. the club gets money in to build a new ground. investors get a return on the money.

if i had a spare £5000 i could think of worse ways to invest it.
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#19 User is offline   h again 

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Posted 18 January 2007 - 11:55 AM

View PostErnie Ernie Ernie, on Jan 17 2007, 07:36 PM, said:

H are you suggesting the rate of interest is favourable to the club or to those putting the money in?


It's favourable to the club. I shouldn't think they could borrow money that cheaply anwhere else. They may have picked the wrong time though - with inflation on the rise and looking like rising a lot more, the fixed 6% may not be very attractive to investors.
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#20 User is offline   h again 

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Posted 18 January 2007 - 12:32 PM

View Postdeath, on Jan 18 2007, 04:27 AM, said:

oh ok. thanks for clearing that up

which ever way you cut it, its a way of getting in much needed investment.

not many will be able to match or better 6%. and its as good as garaunteed? it still seems like a win win situation to me. the club gets money in to build a new ground. investors get a return on the money.

if i had a spare £5000 i could think of worse ways to invest it.


Look, I'm not trying to make you look silly, but would you PLEASE try to understand what's happening here. The loans made by the CFC Board have simply been converted into Preference Shares - the net financial effect is nil. We're still borrowing money, paying interest on it, and one day in the future will have to pay it back. The Board are also going to buy an extra 250K of Preference Shares - a much needed injection of money, but not enough to make a serious difference and just the same kind of loan that has to be repaid. If any new investors buy these shares, then the club will be commited to paying them back as well. You can add to this the fact that the whole exercise is designed so that the CFC Board can get the Banks to lend them a lot more money to finance the new ground - the original idea of its being built without any further borrowing seems to have died the death - and the whole of this vast new edifice of borrowed money is being raised in the hope of the new ground paying for it all. The best possible scenario is that we end up with only another 250k of debt - if that's all it costs us we'll have been exceptionally lucky.
If I had a spare 5k I wouldn't touch this scheme with a bargepole, incidentally. The headline inflation figure is about 3% at the moment. The realistic figure is much more, and both are rising fast. You'd already be effectively losing money after you'd paid tax on the interest - this is not a good time to take on a fixed interest investment. Therefore this scheme is not going to attract money from anybody who is simply interested in investment to make money - the only people who might buy it are those who particularly want to GIVE money to CFC, and they haven't exactly been queuing up in the past five years.
The great moving forward you seem so confident about is a myth unless a multi-millionaire buys out the whole lot - which has been the case for the last five years. The CFC Board are not going to put in significant amounts of extra cash and we remain dependant, as always, on what comes through the gates. And it looks increasingly as if any extra cash generated by the new ground will simply disappear in interest and capital repayments.
I hope that explains what I'm trying to get across. I am not arguing for the sake of arguing - I'm simply trying to show you what's actually happening. If you must reply with more abuse, then at least have the courtesy to read and try to understand the situation first.
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