[financejon]

As a Nottingham ( formerly Leicester ) Spireite, I have always missed the close up detail of living in the town as I used to, and these boards are my best bet of keeping up to date with gossip, rumour and the occasional fact! As a life member of CFSS I have the option of attenting next Monday, but I am not sure if business pressures will keep me away from a 100 mile round trip to listen first hand to the proposals to dilute shares, and then to cast a postal vote.
I am not an accountant or solicitor, but have a few years in corporate finance and there are some aspects about the proposals that trouble me. If anyone knows the answers and can post them here, so much the better - or confirm that a good lawyer or accountant has ok'd the proposals so I will feel much better and probably cast a yes vote. However:-
1. If we, as shareholders in CFSS are giving up several hundred thousand shares in CFC, then is our offered benefit ( ie replacement cfc shares ) of equal value.
2. If we are giving up a financial value for the benefit of the club, are the other cfc shareholders ( ie Messrs Hubbard & Co ) doing likewise? Will their shares in cfc increase in value as a result of our forefeight?
3. Is what we are proposing in accordance with the rules governing share dealing in the Companies Act?
4. Have the people that put together the proposals a conflict of interest in that they stand to benefit as one batch of shareholders to the detriment of another?
As a cfc shareholder, I have seen the last set of accounts sent out, and cfc ordinary shares have a good value irrespective of debentures and preference shares etc and should not be given away lightly. For example we do not appear to account for any player having a value, and whilst this is a difficult asset to value, it is not insignificant and gives the club ( and therefore the shares ) a tangible hidden reserve.
On balance, it is probably right to simplify shareholdings to attract outside investment, but you cannot treat one set of shareholders differently to another, particularly where share values are concerned, and I hope proper legal approvals have been obtained.
Does anyone out there have observations ahead of a very crucial meeting and postal vote?

[Ernie Ernie Ernie]

jm1452, on Jan 11 2007, 06:05 PM, said:

As a Nottingham ( formerly Leicester ) Spireite, I have always missed the close up detail of living in the town as I used to, and these boards are my best bet of keeping up to date with gossip, rumour and the occasional fact! As a life member of CFSS I have the option of attenting next Monday, but I am not sure if business pressures will keep me away from a 100 mile round trip to listen first hand to the proposals to dilute shares, and then to cast a postal vote.
I am not an accountant or solicitor, but have a few years in corporate finance and there are some aspects about the proposals that trouble me. If anyone knows the answers and can post them here, so much the better - or confirm that a good lawyer or accountant has ok'd the proposals so I will feel much better and probably cast a yes vote. However:-
1. If we, as shareholders in CFSS are giving up several hundred thousand shares in CFC, then is our offered benefit ( ie replacement cfc shares ) of equal value.
2. If we are giving up a financial value for the benefit of the club, are the other cfc shareholders ( ie Messrs Hubbard & Co ) doing likewise? Will their shares in cfc increase in value as a result of our forefeight?
3. Is what we are proposing in accordance with the rules governing share dealing in the Companies Act?
4. Have the people that put together the proposals a conflict of interest in that they stand to benefit as one batch of shareholders to the detriment of another?
As a cfc shareholder, I have seen the last set of accounts sent out, and cfc ordinary shares have a good value irrespective of debentures and preference shares etc and should not be given away lightly. For example we do not appear to account for any player having a value, and whilst this is a difficult asset to value, it is not insignificant and gives the club ( and therefore the shares ) a tangible hidden reserve.
On balance, it is probably right to simplify shareholdings to attract outside investment, but you cannot treat one set of shareholders differently to another, particularly where share values are concerned, and I hope proper legal approvals have been obtained.
Does anyone out there have observations ahead of a very crucial meeting and postal vote?

The bleedin ownership issue has been holding the club back for years now, for christs sake when we appear to be getting somewhere don't start questioningthe legality. Just let em get on with it

[financejon]

Ernie, welcome to the Darren Brown school of football management!

[Ernie Ernie Ernie]

jm1452, on Jan 11 2007, 07:05 PM, said:

Ernie, welcome to the Darren Brown school of football management!

Whilst CFSS is inept even I wouldn't question whether the two boards together and their various legal reps could cock this up. Then again if it delays the ground move......

[dalekpete]

Interesting questions- if a little technical. My views only:

1. As a collective shareholder, with full information, it is up to us what we do with the CFC(2001) shares we own. Certainly the proposal could not be considered as perverse. The collective membership own an equal number of shares at the end of the process but it is argued that the Club and CFC(2001) be in a better position.

2. Barrie Hubbard has 18750 shares in CFC(2001) except for his extra as as a CFSS member the vote will not change this. If there is more value then that will apply to all those holding ordinary shares.

3. I understand that neither proposal is anything other than straight-forward.

4. There are only ordinary shares at the moment. CFSS proposes to redistribute those owned by it.

In terms of the value of players the accounts are prepared as every other club's are.

Put together the two proposals allow the issue of RPSs that would delete the CFSS holding whether or not there was a redistribution. Everyone has the right to apply for the shares available under the proposal and so no one is given a preferential position.

[Ernie Ernie Ernie]

dalekpete, on Jan 11 2007, 09:34 PM, said:

Interesting questions- if a little technical. My views only:

1. As a collective shareholder, with full information, it is up to us what we do with the CFC(2001) shares we own. Certainly the proposal could not be considered as perverse. The collective membership own an equal number of shares at the end of the process but it is argued that the Club and CFC(2001) be in a better position.

2. Barrie Hubbard has 18750 shares in CFC(2001) except for his extra as as a CFSS member the vote will not change this. If there is more value then that will apply to all those holding ordinary shares.

3. I understand that neither proposal is anything other than straight-forward.

4. There are only ordinary shares at the moment. CFSS proposes to redistribute those owned by it.

In terms of the value of players the accounts are prepared as every other club's are.

Put together the two proposals allow the issue of RPSs that would delete the CFSS holding whether or not there was a redistribution. Everyone has the right to apply for the shares available under the proposal and so no one is given a preferential position.

Evening Mr Whitely. I take it you went up market last night away from the riff raff lol

[dalekpete]

Ernie Ernie Ernie, on Jan 11 2007, 09:40 PM, said:

Evening Mr Whitely. I take it you went up market last night away from the riff raff lol

Yes it was like a morgue...

[Ernie Ernie Ernie]

dalekpete, on Jan 11 2007, 10:01 PM, said:

Yes it was like a morgue...

With so many, so near to death in there, what did you expect

[Westbars Spireite]

jm1452, on Jan 11 2007, 06:05 PM, said:

As a Nottingham ( formerly Leicester ) Spireite, I have always missed the close up detail of living in the town as I used to, and these boards are my best bet of keeping up to date with gossip, rumour and the occasional fact! As a life member of CFSS I have the option of attenting next Monday, but I am not sure if business pressures will keep me away from a 100 mile round trip to listen first hand to the proposals to dilute shares, and then to cast a postal vote.
I am not an accountant or solicitor, but have a few years in corporate finance and there are some aspects about the proposals that trouble me. If anyone knows the answers and can post them here, so much the better - or confirm that a good lawyer or accountant has ok'd the proposals so I will feel much better and probably cast a yes vote. However:-
1. If we, as shareholders in CFSS are giving up several hundred thousand shares in CFC, then is our offered benefit ( ie replacement cfc shares ) of equal value.
2. If we are giving up a financial value for the benefit of the club, are the other cfc shareholders ( ie Messrs Hubbard & Co ) doing likewise? Will their shares in cfc increase in value as a result of our forefeight?
3. Is what we are proposing in accordance with the rules governing share dealing in the Companies Act?
4. Have the people that put together the proposals a conflict of interest in that they stand to benefit as one batch of shareholders to the detriment of another?
As a cfc shareholder, I have seen the last set of accounts sent out, and cfc ordinary shares have a good value irrespective of debentures and preference shares etc and should not be given away lightly. For example we do not appear to account for any player having a value, and whilst this is a difficult asset to value, it is not insignificant and gives the club ( and therefore the shares ) a tangible hidden reserve.
On balance, it is probably right to simplify shareholdings to attract outside investment, but you cannot treat one set of shareholders differently to another, particularly where share values are concerned, and I hope proper legal approvals have been obtained.
Does anyone out there have observations ahead of a very crucial meeting and postal vote?

You must come a peculiar way if Nottingham's a 100 mile round trip!

[financejon]

Sorry - not sure how to cut & paste previous sections, but thanks Dalekpete for your observations. I read from your responses to 1 and 2 that the non cfss shareholders will be better off after the distribution as the same profit & loss reserve will be "owned" by fewer total shareholders. I accept that any shareholder can do what he wants with his shares, but what reason does cfss have to give away its members investment other than a benevolent approach to the long term interest of cfc2001? It should be remembered therefore that any future investment in the club through ordinary share purchase or sale will put potentially more back into the pockets of current shareholders than would be the case without an equal redistibution now.
That said, I cannot argue that if this exercise is the only way to guarantee injections of fresh cash it should be biven a fair hearing. But if it is a way to hike up the worth of some shareholders to the detriment of the supporters it should be rightly scrutinised much more closely.

[Wooden Spoon]

jm1452, on Jan 12 2007, 09:23 AM, said:

Sorry - not sure how to cut & paste previous sections, but thanks Dalekpete for your observations. I read from your responses to 1 and 2 that the non cfss shareholders will be better off after the distribution as the same profit & loss reserve will be "owned" by fewer total shareholders. I accept that any shareholder can do what he wants with his shares, but what reason does cfss have to give away its members investment other than a benevolent approach to the long term interest of cfc2001? It should be remembered therefore that any future investment in the club through ordinary share purchase or sale will put potentially more back into the pockets of current shareholders than would be the case without an equal redistibution now.
That said, I cannot argue that if this exercise is the only way to guarantee injections of fresh cash it should be biven a fair hearing. But if it is a way to hike up the worth of some shareholders to the detriment of the supporters it should be rightly scrutinised much more closely.

thats the crux of it.

its ok being owned by the fans, providing you have maximised all income streams, dont have outstanding debts, have dynamic and innovative new funding ideas, a large fan base so your self funding, a modern stadium that doesnt require investment, progressive and dynamic leadership to build community links and encourage new and younger fans.....

[dalekpete]

jm1452, on Jan 12 2007, 09:23 AM, said:

Sorry - not sure how to cut & paste previous sections, but thanks Dalekpete for your observations. I read from your responses to 1 and 2 that the non cfss shareholders will be better off after the distribution as the same profit & loss reserve will be "owned" by fewer total shareholders. I accept that any shareholder can do what he wants with his shares, but what reason does cfss have to give away its members investment other than a benevolent approach to the long term interest of cfc2001? It should be remembered therefore that any future investment in the club through ordinary share purchase or sale will put potentially more back into the pockets of current shareholders than would be the case without an equal redistibution now.
That said, I cannot argue that if this exercise is the only way to guarantee injections of fresh cash it should be biven a fair hearing. But if it is a way to hike up the worth of some shareholders to the detriment of the supporters it should be rightly scrutinised much more closely.

At the end of the CFSS process there will be the same number of ordinary shares, so no individual share will have any more or less value. Shares held by CFSS are only being given to CFSS members not to anyone else. The CFC(2001) meeting will then decide whether to increase the share capital from 2m to a potential 10m. Obviously an ordinary share will represent less of the company if more are issued but each will still have the same value. Any extra shares will increase the "value" of the business both on the balance sheet and, we hope, in real terms.

Incidently RPSs can never be worth more than their face value whereas ordinary shares have a value based on the remaining assets of the company.

[Town_Fan]

dalekpete, on Jan 12 2007, 12:19 PM, said:

At the end of the CFSS process there will be the same number of ordinary shares, so no individual share will have any more or less value. Shares held by CFSS are only being given to CFSS members not to anyone else. The CFC(2001) meeting will then decide whether to increase the share capital from 2m to a potential 10m. Obviously an ordinary share will represent less of the company if more are issued but each will still have the same value. Any extra shares will increase the "value" of the business both on the balance sheet and, we hope, in real terms.

Incidently RPSs can never be worth more than their face value whereas ordinary shares have a value based on the remaining assets of the company.

What is the face value of the preference shares? I know you have to buy in block's of 5k but is doesnt say exactly how many that gets you.

I wonder what are the benefits of increasing share size would be apart from the obvious that someone could buy 8 million shares and own the club with a massive injection of capital. Can preference shares be refused to be sold? If so who decides that?

[dalekpete]

Town_Fan, on Jan 12 2007, 03:13 PM, said:

What is the face value of the preference shares? I know you have to buy in block's of 5k but is doesnt say exactly how many that gets you.

I wonder what are the benefits of increasing share size would be apart from the obvious that someone could buy 8 million shares and own the club with a massive injection of capital. Can preference shares be refused to be sold? If so who decides that?

The RPSs are in £1 units like the ordinary ones.

Allowing the increased share capital does allow a buy out or any other investment. Had I wanted to use my lottery winnings to buy the Club there would have needed to be a similar arrangement to allow me to take control of CFC(2001).

It is the Board (and the shareholders effectively) who determine who can buy. I would guess that if you wanted 5k they would accept without worry but if you wanted 5m there might be a few questions to be answered!

[h again]

death, on Jan 12 2007, 11:42 AM, said:

thats the crux of it.

its ok being owned by the fans, providing you have maximised all income streams, dont have outstanding debts, have dynamic and innovative new funding ideas, a large fan base so your self funding, a modern stadium that doesnt require investment, progressive and dynamic leadership to build community links and encourage new and younger fans.....

--------- and the geniuses who know exactly how to run a fans' organisation don't stand around criticising as opposed to actually doing something.

[Wooden Spoon]

h again, on Jan 13 2007, 01:28 AM, said:

--------- and the geniuses who know exactly how to run a fans' organisation don't stand around criticising as opposed to actually doing something.

*sigh*

here we go again. the court jester wants more egg on his face

doing something like offering to buy rainmacs for the club to sell at a profit, at no cost to the club?, like offering to help organise a poker night and buy equipment, again at my expense not the clubs? like researching classroom facilities for pete and the community project? like the "green" research thats , ahem, `ongoing` with mr bowler?etc etc is that the sort of thing you mean? thats right jester, offering and trying to do something to benefit the club.

face facts. CFSS is finished," hubbard and chums" are taking over. the fans owned experimnet didnt work. just admit you are wrong and lets move on. why do you keep going over the same thing, dont you get tired of being a figure of humiliation and ridicule?

[Wooden Spoon]

h again, on Jan 13 2007, 01:28 AM, said:

--------- and the geniuses who know exactly how to run a fans' organisation don't stand around criticising as opposed to actually doing something.

did the genius` who, in your words, "didnt stand around",(apart from the breather) succeed?

or did they end up being brushed aside by hubbard?

speaking of hubbard, are you still adament he wants no part in owning the club, and that he "lied in his teeth, something even DB didnt do, and thus cannot be trusted by the manager,team,coaching staff and fans?"

ps mr spell checker, here on earth the phrase is "lying THROUGH his teeth"

This post has been edited by death: 13 January 2007 - 02:42 AM

[h again]

death, on Jan 13 2007, 02:10 AM, said:

did the genius` who, in your words, "didnt stand around",(apart from the breather) succeed?

or did they end up being brushed aside by hubbard?

speaking of hubbard, are you still adament he wants no part in owning the club, and that he "lied in his teeth, something even DB didnt do, and thus cannot be trusted by the manager,team,coaching staff and fans?"

ps mr spell checker, here on earth the phrase is "lying THROUGH his teeth"

I really hate you to get all wound up and replying twice - it can't be good for your blood pressure. Shame you didn't put the same effort into joining the CFSS Board and actually doing something.

[Wooden Spoon]

h again, on Jan 13 2007, 11:29 AM, said:

Shame you didn't put the same effort into ...actually doing something.

http://www.thecfss.c...?showtopic=7288

http://www.thecfss.c...?showtopic=6883

http://www.thecfss.c...?showtopic=6791

and of course,the infamous "green" research.

to suggest i didnt try to help is, even by your standards. ludicrous.

CFSS are victims of thier own inactivity, and hubbard has brushed them aside. they are finished as owners, and have a small share ans a token seat. you are wrong(as usual) just move on Hidiot.

no need to do your court jester routine.

[h again]

death, on Jan 13 2007, 02:29 PM, said:

http://www.thecfss.c...?showtopic=7288

http://www.thecfss.c...?showtopic=6883

http://www.thecfss.c...?showtopic=6791

and of course,the infamous "green" research.

to suggest i didnt try to help is, even by your standards. ludicrous.

CFSS are victims of thier own inactivity, and hubbard has brushed them aside. they are finished as owners, and have a small share ans a token seat. you are wrong(as usual) just move on Hidiot.

no need to do your court jester routine.

It's just that after your masterly summing up of what exactly was needed to achieve a vibrant and efficient organisation, I thought it a pity that you hadn't seen fit to put all that Managerial expertise into action. We've all heard ducks ***** before.