Keith Jackson: Empty bank account and empty promises add up to an empty stadium...

[Zappa 0]

Resolutions 9 & 10 from last year's AGM:

 

ORDINARY RESOLUTION

 

9.

"THAT the Directors be and are hereby generally and unconditionally authorised in accordance with section 551 of the Companies Act 2006 (the "Act") to allot Relevant Securities (as defined in the notes to this resolution):

 

(a) up to an aggregate nominal amount of £217,000; and

 

(b) up to an aggregate nominal amount of £66,000 to employees and directors in accordance with the rules of any share option scheme approved by the Company; and

 

© comprising equity securities (within the meaning of section 560 of the Act) up to an aggregate nominal amount of £434,000 (after deducting from such limit the aggregate nominal amount of any Relevant Securities allotted under sub-paragraphs (a) and (b) above) in connection with an offer by way of rights issue to holders of ordinary shares of one pence each in the capital of the Company ('Ordinary Shares') in proportion (as nearly as may be practicable) to their existing holdings and to holders of other equity securities as required by the rights of those securities or, as the Directors otherwise consider necessary, but subject to such exclusions or other arrangements as the Directors may deem necessary or expedient in relation to treasury shares, fractional entitlements, record dates, legal or practical problems in or under the laws of any territory or the requirements of any regulatory body or stock exchange,

 

and such authority shall expire on the date of the Annual General Meeting of the Company to be held in 2014 or, if earlier, 19 January 2015, but so that the Company may, in each case, before such expiry make an offer or agreement which would or might require Relevant Securities to be allotted after such expiry and the Directors may allot Relevant Securities in pursuance of any such offer or agreement as if the power conferred hereby had not expired. This authority shall be in substitution for any previous authorities granted in this regard by the Company, but without prejudice to any allotment of Relevant Securities or grant of rights already made, offered or agreed to be made pursuant to such authorities."

 

10.

"THAT the Directors be and they are empowered pursuant to Section 570(1) of the Act to allot equity securities (as defined in Section 560(1) of the Act) of the Company wholly for cash pursuant to the authority of the Directors under Section 551 of the Act conferred by Resolution 9 above, and/or by way of a sale of treasury shares for cash (by virtue of Section 573 of the Act), in each case as if Section 561(1) of the Act did not apply to such allotment provided that:

 

(a) the power conferred by this resolution shall be limited to:

 

(i) the allotment of equity securities and sale of treasury shares for cash in connection with an offer of, or invitation to apply for, equity securities (but in the case of the authority granted under paragraph © of Resolution 9, by way of a rights issue only):

 

(A) in favour of holders of Ordinary Shares in the capital of the Company, where the equity securities respectively attributable to the interests of all such holders are proportionate (as nearly as practicable) to the respective number of Ordinary Shares in the capital of the Company held by them; and

 

(B) to holders of any other equity securities as required by the rights of those securities or as the Directors otherwise consider necessary, but subject to such exclusions or other arrangements as the Directors may deem necessary or expedient to deal with treasury shares, fractional entitlements or legal, regulatory or practical problems arising under the laws or requirements of any overseas territory or by virtue of shares being represented by depository receipts or the requirements of any regulatory body or stock exchange or any other matter whatsoever; and

 

(ii) in the case of the authority granted under paragraphs (a) or (b) of Resolution 9 and/or in the case of any sale of treasury shares for cash, the allotment, otherwise than pursuant to sub-paragraph (i) above, of equity securities or sale of treasury shares up to an aggregate nominal value equal to £66,000; and

 

(b) unless previously revoked, varied or extended, this power shall expire on the date of the next Annual General Meeting of the Company, or if earlier 19 January 2015, except that the Company may before the expiry of this power make an offer or agreement which would or might require equity securities to be allotted (and treasury shares to be sold) after such expiry and the Directors may allot equity securities (and sell treasury shares) in pursuance of such an offer or agreement as if this power had not expired."

[der Berliner 3,814]

It's been the same people in power since Whyte

 

Perhaps I missed out on someone, but there is the anoymous Somers, the Easdales, and Ashley - though the latter got involved only this year. The rest of those in power came after Green went (more or less). Then again, we can speculate to no end about BPH and Margarita, who together hold 8.5% of the shares. Be that as it may, what have they to do with the four people being questioned about the takeover of Whyte and later on Green, so that it needs to be brought up in the article? Well, the answer is rather simple indeed.

[colinstein 294]

I've thought more about it

the axis of Laxey, Blue Pitch and Margarita have controlled the board through nominees. It now appears Ashley with a lesser shareholding is calling the shots, but it's been the first group who have got us where we are

[compo 7,225]

more doom and gloom

[forlanssister 3,114]

Yep, about Whyte, and a handful of people now no longer directly involved with the club - or so it seems. Anyway, it remains very much to be seen whether those in power can change things ahead of the AGM and a good amout of scepticism would be amiss here.

 

No longer directly involved in the club?

 

The administrators have been huckled it was their actions that handed the club to Greenco, you seriously think the handover and the events subsequent from it won't form the part of any investigation?

 

Oh and expect the IPO itself come under serious legal scrutiny.

 

Perhaps I missed out on someone, but there is the anoymous Somers, the Easdales, and Ashley - though the latter got involved only this year. The rest of those in power came after Green went (more or less). Then again, we can speculate to no end about BPH and Margarita, who together hold 8.5% of the shares. Be that as it may, what have they to do with the four people being questioned about the takeover of Whyte and later on Green, so that it needs to be brought up in the article? Well, the answer is rather simple indeed.

 

Ya think?

 

Ashley's involvement by far predates Somers and the Easdales.

 

Ashley as well as being the beneficiary of the most beneficial merchandising contract in the history of football (from the contract holders viewpoint) was an early pre IPO investor who invested at a price substantially lower than the IPO.

[forlanssister 3,114]

can anyone simplify that for the business challenged?

 

Standard enough in the business world and handy enough tools for a Board to have at their disposal, provided of course you have a trustworthy Board!

[der Berliner 3,814]

No longer directly involved in the club?

 

The administrators have been huckled it was their actions that handed the club to Greenco, you seriously think the handover and the events subsequent from it won't form the part of any investigation?

 

Oh and expect the IPO itself come under serious legal scrutiny.

 

Let's hope so.

 

Ya think?

 

With regards to this article? Yes.

 

Ashley's involvement by far predates Somers and the Easdales.

 

Ashley as well as being the beneficiary of the most beneficial merchandising contract in the history of football (from the contract holders viewpoint) was an early pre IPO investor who invested at a price substantially lower than the IPO.

 

Ashley's direct involvement at boardroom level. Up until this year, he was happy enough to have his SD deal in the bag. Now he got his people into the "right" places too.

[forlanssister 3,114]

 

Ashley's direct involvement at boardroom level. Up until this year, he was happy enough to have his SD deal in the bag. Now he got his people into the "right" places too.

 

Solely to protect what he already has not as the deluded seem to think to thrust us into European glory.

[quattro 0]

Duff & Phelps are an interesting conundrum, as we know Lord Hodge last year cleared the administrators and the company of any conflict, however the incompetence of investigating authorities has no end as years of failed cases are testament to. I do wonder what Lord Hodge makes of his judgement as passed being questioned.

[Frankie 8,665]

Something tells me Ashley isn't going to enjoy the next few months.

 

Will probably be water off a duck's back but he won't enjoy the extra scrutiny he's going to come under.