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Post by mildrover on Jan 10, 2021 9:22:55 GMT
'if hands are being tied to help the club survive, everyone seems to point to this Fagan figure as the reason for it. Why is nobody outing him for it, we have newspapers, why don’t the people who want him gone get interviews set up with the papers to call him out and try to force his hand into releasing the shares? Surely that would be a start on trying to free things up to save the club and get the interest into the club that people are seeking?? Ronnie you were chairman, why didn’t you call it out in the papers during the interviews you done previously?
' paulrovers
Rescued this thread from under the Buckie review thread.
It is important to stress that there is nothing to 'call out' about the actions of shareholders , major or otherwise. Nothing illegal or against the articles of the club has been done. However, there is significant frustration in a number of areas concerning shares. These are my views but I'm sure others will have opinions about the whole question of shareholding.
Firstly, as a board member a few years back, it was very hard to work out what the shareholders', especially the major ones, views, aspirations and plans were for the club. I would still love to hear our major shareholders articulate that at an AGM. My second area of frustrations was to do with the inability to get new investment in through a fresh share issue and the fact that potential investors were/are put off by the fact that they could plough in significant funds but they would have no say and their plans could be scuppered by shareholders, many of whom have power through inherited shares but have not invested their own money or time in the Rovers.
Ronnie
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Post by rab on Jan 10, 2021 11:12:24 GMT
This is a very serious structural issue within the club, and it needs sorting if we are to have any hope of moving forward and improving the playing side.
50% of the shares in the club are 'inactive', as the people who originally owned them when they were issued in 1919 have died and their descendants either never cared about the shares, or even knew the had the right to inherit them. Of the 50% of 'active' shares, Anton Fagan owns just under half of these. So, whilst he might say he only owns less than 25% of the club's shares, in effect he's got about half of the ones that matter.
At last year's AGM, I asked for a vote on whether those present were in favour of the club issuing new shares. This was to test the view of those attending the meeting (who, as well as being shareholders, were overwhelmingly regular supporters) and was not intended to commit the Board to anything at that stage. Ronnie suggested instead that it would better for the Board to look at the subject and come back with proposals.
It was agreed that a further share issue should be investigated by the Board with a view to extending the number of people with a stake in the club, which would bring in much needed income. The Board undertook to look into this and call a special meeting of shareholders to discuss the issue in depth. Of course, this was all pre-Covid restrictions, but I trust that the issue is being taken seriously.
If potential investors (trustworthy ones) have been put off by the fact that they wouldn't have any control over their funds, because they can't obtain shares, that sums up perfectly the club's predicament - and is why things are unlikely to change much until the issue gets properly dealt with.
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Post by samtennentjnr on Jan 10, 2021 15:55:34 GMT
- Again rescued from the Buckie thread -
I think Ronnie's post raises the question - What are Fagan's ambitions/ reasons for having the shares and never engaging ?
Is it a family tradition thing ? Does he want money form selling the assets ? One day take over as chairman when he retires from the SFA ? - It can'd be a power &/or glory thing if he never engages.
Ultimately surely this just comes down to "everyone has got a price" there surely must be some way of opening up a line of communications and finding out what it is. Nobody is expecting someone who rightfully owns something to give it up out of the goodness of his heart.
We raised 25K last year from people who just wanted to help the club out, surely theres something out there to be done in getting some money together for maybe the trust making an offer to him for at least some of his shares ?
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Post by bucky on Jan 10, 2021 16:19:25 GMT
The shareholders is a tricky I’m sure someone will come on and say it’s not. Anton Fagan is a weird guy and his motives aren’t known not even to those closest to him. Rovers share structure quite similar to East Stirling where Alan Mackin was majority shareholder and pushed for Firs Park to be sold and the shareholders paid a dividend from the proceeds which left the club itself with a measly £40k to play with and no ground to call their own.
Second thing I would say is increasing or holding a share issue means existing shareholders value is diluted and maybe a solid reason why Anton might be against something like this.
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Post by Rovergrant on Jan 11, 2021 9:43:32 GMT
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Post by mark on Jan 11, 2021 12:51:03 GMT
Thanks for that - very informative. The things that stood out to me on here is that 13408 Ordinary (i.e Voting) shares, or just over 50% of them, are in Suspense along with 8747 of the Preference Shares. Of the shares that are not in Suspense, Anton Fagan is the largest single shareholder but has nothing approaching a majority - 2476 Ordinary Shares or just over 19% of those not in Suspense and 3960 Preference Shares, or just under 21% of those not in Suspense. |
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Post by Rovergrant on Jan 11, 2021 13:04:11 GMT
Thanks, Mark...I presume you know the reasons those shares - both ordinary and preference - are in `suspense`. Back in the 1970s I had meetings with two gentlemen (both in later years became directors - both now deceased) and we went through the (then) shares register. There must have been hundreds of `small` shareholders (interest declared,I am a `small` shareholder) who were untraceable, indeed even many of the addresses on that list had disappeared under the redevelopment of parts of Coatbridge. Maybe some legal mind could come up with a means of opening up those `dead` shares to a redistribution. Of course that may come at a significant financial cost...money which in the current climate could be better used on day to day issues.
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Post by samtennentjnr on Jan 12, 2021 12:03:14 GMT
Thanks, Mark...I presume you know the reasons those shares - both ordinary and preference - are in `suspense`. Back in the 1970s I had meetings with two gentlemen (both in later years became directors - both now deceased) and we went through the (then) shares register. There must have been hundreds of `small` shareholders (interest declared,I am a `small` shareholder) who were untraceable, indeed even many of the addresses on that list had disappeared under the redevelopment of parts of Coatbridge. Maybe some legal mind could come up with a means of opening up those `dead` shares to a redistribution. Of course that may come at a significant financial cost...money which in the current climate could be better used on day to day issues. First off I'm not claiming to be a legal mind ! - but in a haze of vodka and beer I do remember something on those from my student days ! Companies can put a notice out for "Untraceable shareholders" - Giving them (or whoever the shares have passed too) a certain amount of time to state their intrest or lose the shareholding. A lot of the time there is a specific notice in the Articles of Association on how this should be done. I can't see this in the Rovers AOA but I did only skim it I'll look again when I have a bit of time it may be lost in the language of the time. The AOA can obviously be changed , this probably wasn't something thought of back at that time. - This seems to be what Exeter City have done only a few months ago. opencorporates.com/data/84418936 - Notice , mentions the change to the AOA www.exetercityfc.co.uk/news/2020/december/shareholder-final/I'm also sure there is a way the company can do this without it being part of the AOA but i haven't as yet been able to find this. It also looks as though prioir the the legal notice etc above the club just put out a "friendly call" to try and get those who might have shares to come forward. www.exetercityfc.co.uk/news/2020/may/missing-shares/If the club was able to do either of these then it would free up the shares and give a more accurate picture of the make up of the club. - This wouldn't dilute any other Shareholdings also like the previous suggestion of new shares which I believe was noted down. Unfortunately i have sold a lot of my old books and lost memberships to many of the journals I had as a student and legal advice is a bit of a racket (surprise I know !) so I'm piecing this together but I'm sure if this was something there was a genuine appetite for I / someone with a bit more knowledge could do a bit of research into this and at least price it up. |
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Post by chris on Jan 12, 2021 12:24:22 GMT
There was a vote previously at an agm to enquire about costs which was voted against
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Post by samtennentjnr on Jan 12, 2021 12:38:05 GMT
There was a vote previously at an agm to enquire about costs which was voted against I'm not 100% Shareholder agreement should/ would be required to enquire about the costs of something like this , surely it makes sense to cost it out before even asking SHs to vote on it. Also the first thing that Exeter done from what I can tell wasn't anything legally binding - the club can just ask the question for free. Again not 100% sure but something like this could just fall under the duties of a director to properly maintain club records. |
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Post by Rovergrant on Jan 12, 2021 13:10:50 GMT
Good point, Sam, no reason why the BOD need shareholders permission to explore this...apart from committing to potential expense, monies which are probably needed elsewhere to cover day to day expenses. The Articles of Association can be changed...I remember a number of years ago (7th November 2013)there was an EGM up at the Georgian to remove the requirement that all Directors had to hold a minimum of 160 shares .
Added...Sam...do you know if Scottish Company Law differs much from English.....referring to the Exeter situation.... |
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Post by rab on Jan 12, 2021 16:21:52 GMT
There was a vote previously at an agm to enquire about costs which was voted against Oh, right - in that case we should just give up then! Or maybe deal with it properly this time. Sam and Grant are quite right that the Directors have considerable powers in how they run a company and can get on with stuff without any individual shareholder being able to prevent it. www.inbrief.co.uk/company-law/shareholder-roles-duties/ |
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Post by Rovergrant on Jan 12, 2021 16:25:23 GMT
Thanks, Robert......the Club`s articles of association lay out these duties clearly....as I mentioned above these can be changed by the members who consider it in the company`s interest to do so.
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Post by samtennentjnr on Jan 12, 2021 17:49:00 GMT
Good point, Sam, no reason why the BOD need shareholders permission to explore this...apart from committing to potential expense, monies which are probably needed elsewhere to cover day to day expenses. The Articles of Association can be changed...I remember a number of years ago (7th November 2013)there was an EGM up at the Georgian to remove the requirement that all Directors had to hold a minimum of 160 shares .
Added...Sam...do you know if Scottish Company Law differs much from English.....referring to the Exeter situation.... If I remember correctly Company Law is pretty much the same as the rest of the UK - there is no separate Scottish Companies Act . I think in the first instance a post on the website a little article in the Advertiser just to ask people if they know/think they have shares to come forward would make sense. There shouldn't be any cost to this and no legal obligations on the club to buy any shares back etc. I think this might have been tried before but i'd imagine in the days of Social Media & lockdown more people might hear about it and also have time to rummage in the attic for that old share certificate. Depending on the results of this then that could help advise if its worth going down the more official (and costly) avenue |
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Post by Rovergrant on Jan 12, 2021 18:41:26 GMT
Does anyone actually buy/read the `Tiser these days....  |
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