Thetownend.com

is that game over for the consortium?

Dunno, ask Bill

ok.

Bill, quick question...

Not neccesarily game over, after all Bill will own 23% of the holding company (or 33% depending on which source you believe).

(Devils Advocate)

Which is worth exactly how much ?

Pretty much the same as my 1 share in the football club (assuming I have 1). Same worth sterling value, same voting rights value.

that's what i thought fred!

Its a state of tangible impasse at the moment, and a lot more will unravel over the next few weeks I am sure.

I would like to see some hard evidence from the club why they think it is a share option, as they have already offered "derisory" amounts to repay. Why would they do that if they had documentary evidence that is was a share issue or transfer ?

And that is not just me having my "pro BP/Consortium" glasses on. Its the crux of the whole issue as far as I am concerned

if it's a share issue, the club should be able to prove it easily...and they haven't, so that makes me think they're playing silly buggers.

I'd never thought of it as logically as that.  Nice thought Spock.  

Something definitely doesn’t smell right and it’ll be interesting to see what eventually comes out in court.  On the subject of the court cases is it the London Gazette where they’re usually published?

WUP's are published there Daz

all commercial litigation that falls outside that isn't

Cheers

Will we get an update when papers are served to the club?

YES !

If BP's investment was to buy shares, the club's lawyers would hardly have made an offer to repay him several months ago. Unless they're in the habit of offering to repay money they claim not to owe (as opposed to the rather more familiar tactic of not paying money they demonstrably do owe).

What if the clubs lawyers maintain that the repayment offer was made on the basis of a small percentage of the £1.2 mill being a loan and the bulk was to buy shares.

That's not the context in which the repayment offer was set.

If the club are going to claim that a portion of BP's investment was in the form of share capital and the other portion in the form of a loan - this would represent an additional level of complexity to the transaction, and the courts would surely expect this to be fully documented.

If such documentation does not exist (as I suspect it does not, given the club's failure to produce it so far), then the club's position is significantly weakened.

They must be quite confident though, considering they are more than happy to take it court. Unless of course they think Power is bluffing, or they are bluffing themselves.

They were also confident suing Pete Rowe around five years ago...they not only lost, but the courts also awarded compensation to Pete Rowe.

More like it's playing for more time.

I'm sure both sides lawyers are confident.

I know who I beleive but as pointed out by others it is never that straight forward in court.

We'll have to wait and see.

I'm not that well up in these matters so forgive me but shouldn't Bill Power have got a receipt for this money or something, saying exactly what it was for?????

I would have thought that was common sense but then I'm not a mulit-millionaire business man so what the f*** do I know.

I just don't understand how this can be such a grey area. It should have been made absolutely crystal clear at the time of the transaction as to what exactly the money was for.

Why wasn't it?

Fred? Rob T? Paul D?

one would think the board are pooing their white fronts. i think they dont stand much chance at all but then hey what i know? i suppose we can only wait and see

To be totally honest, I think this paints both parties in a bad light.

Like most on here, I'm not a millionaire, but even so I wouldn't put a couple of hundred quid into a business without obtaining written verification as to what my investment was. If it was a loan, I would obtain a signed, witnessed letter proving that.

 If it was for shares, I would get a signed, witnessed letter outlining it was for shares and how many I would be getting.

Conversely, if I had a business and someone wished to invest, I would obtain the same sort of evidence as to what that investment meant, ie a loan, or shares.

I can understand the board fucking this up, based on their track record, but BP?

If the board had proof, they would have surely released it by now?

The same goes for BP.

Instead, it's just one huge fuck up!

Precisely my point Mr Berlin :nod:

This reflects very poorly on both sides and their lawyers.

I think Si Pie mentioned that you don't need to have paperwork on loans (if they have no repayment terms built in) to a business because the Article of Association for the business should have a section on how Director loans are treated.

Well, if I was in the position of chucking 1.2 million into a club, I would want the terms of it signed and whitnessed, carved into a stone tablet and sealed in a bank vault in Switzerland. There would be no grey (Gray?) areas. That's all I will say about it :shock:

***STOP***

What is the name of the holding company he supposedly has shares in?

Why doesn't someone check on companies house?

As i understand it shares in a limited company cannot be backdated and any share issue has to be within the knowledge of Companies House, yes?

Why can't someone just check on companies house?

Or have i yet again made something up?  :?

I think the holding company is Swindon Town Football Club Limited. The club itself is Swindon Town F.C. Limited.

Si Pie has checked companies house, and the latest accounts for the holding company show Bill does hold shares.

However, this is just accounts and is information supplied by the company. It's not neccesarily a true reflection.

So although it states he has shares, this can be done easily... Lets hope it's not easy to fake.

Yes but you're not loaning to a person, you're loaning to a company, which is a separate legal entity in its own right. You can't get a company to sign because it's obviously not a physical being and because BP was/became a director due to this investment, it's treated as a balance to a director. Unless of course it's shares.

Yes it's the return that states this. Obviously it doesn't show in the latest accounts as they pre-date Bill Power's investment.

All the record at Companies House shows is what the Company Secretary has told them, the Co Sec does not have to supply any proof (e.g. share certificates etc) that the shareholders they list are indeed shareholders. So it proves nothing either way other than that Sandy Gray has sent Companies House a form saying "These are the shareholders and here's how many shares they all have". Which is more than she seems to have managed for the people who bought shares from Dave Jackson in aid of Prospect Hospice. Still, that's only been six months, can't expect the poor dear to move too quick, eh?

I agree with OST.

There might be no legal need, but surely if you parted with that amount of money, you wouldn't do it without first obtaining proof as to what is was for?

This is all becoming a farce.........................

proof from who?

"Hello Mr STFC Holding Company, can you give me some written proof?"

"Why certainly Mr Power, I can read, write and speak. I can even do handstands in the carpark."

A headed letter, witnessed by the respective solicitors and signed by the financial director of the holding company.

Why would that have been difficult?

It's not a loan to the FD. The directors act on behalf of the shareholders of the company. If Bill was a director, he could sign a headed letter himself for equal effect.

Although I would have thought the matter was dicussed in a board meeting. Do you think it was and if so the minutes would clear up the matter.

But he's not, is he?

A letter, stating that the directors, on behalf of the shareholders, had accepted a loan from BP, for x amount.

Are you telling me that someone can give a company 1.2 million, without having any proof whatsoever as to what it is for, and then have to trust in the honesty of those he's dealing with?

That doesn't sound right to me....................

I don't know Si, but as most dealings within the club don't appear to be minuted, I'm not holding my breath!

I just find it strange that anyone would hand over that much cash without proof of what it's for.

But then I know fuck all :D

Legally, a bank statement showing Bill's £1.2 million going into the holding company's bank account is sufficient to suggest the money is a loan. If it was a share purchase, the money would be paid to James Wills.

If that's the case Sam, then we'll know soon enough who's telling porkies!

And if it's the board and they know this fact, why can't they just fuck off now?

Unless it was a brand new share issue, in which case there would be some sort of supporting doumentation to create the new shares

Seems simple enough I know, but I very much doubt it is!

I will try to sum up this rather sorry affair through a scene from The Simpsons. (It helps me understand things):

Burns, Smithers and Homer escape to Cuba with the only trillion dollar bill ever made and they get to meet Castro:

Castro: Let me see that.

Mr Burns: See with your eyes, not with your hands!

Castro: Please! We are all amigos here!

Homer: Mr. Burns, I think we can trust the President of Cuba!

Mr. Burns: (hands over the money)..... now give it back!

Castro: (holding recently lit cigar) Give what back?

We're not talking briefcases of money though. There has to be a paper/electronic trail  :soapy tit wank:

So MD is Fidel Castro........ :D

Wasnt the whole firming up of the legalities of Bill's investment supposed to be sorted at the start of the season, then the plane crash put paid to all that.

The more interesting things is what happened following the crash, as they all appeared to be mates, then the crash and it all went down hill from there on in?

is this where we find out that the money from fallon's transfer was spent on a stinger anti-aircraft missile ?

I sense another consipracy theory!

You may say that, I could not possibly comment. Other than to say, they have never been seen in the same room together :wink:

And we used to be sponsored by Castro (L)  Coincidence ? - I think not !

Exactly what i thought.I cant understand how some legal form was not signed with solicitors present.It just seems so simple

No, it went public after the crash, they'd fallen out before that. This is what we set out in the meeting at the Railway Museum, which at the time the club rubbished in the various October statements, then it turned out to be true. A little bit like the "shares/loan" debate we're having now in fact ....

We'll see if a signed agreement was required when it goes to court I guess.

From a legal sense I couldn't see it adding to a case.

Speaking of which...no word yet from Bill P regarding the legal action.  Nearly a week now since he upped the stakes.

Why not??????

Please explain.

In doing so, please bear in mind that I'm a bit simple.

Thankyou.

Hmmmm.....moderately worrying after last week's bullish statement :?

if the board are so sure that it's shares, why are they asking BP to sign to say so in the NDA? that would suggest to me that they don't have documentation to back it up.

Similarly, BP would not seem to have documentation to say it was a loan which is causing me a certain amount of befuddlement.

Somebody help :shock:

You do not need documentation to prove it is a loan in a court of law.


Any investment made if there are no share certificates/documentation to back it up automatically defaults and is treated as a loan.Thats the law

That's fascinating :shock:

So what you're saying is

Companies can't have any sort of agreement or contract or anything at all that requires a signature because companies don't have hands and can't hold pens; and

If you lend money to a company - that makes you a director...cool...I'll lend Barclays £10 (without a loan agreement of course - see above re lack of hands), then I will be a director.  

Oh no - I just had a thought, who's gonna sign the company accounts if the company has no hands?

Quick sipie get your textbook out again!

Si Pie, thats nonsense. A company would have a list of authorised signatories.

I understand this bit i really do.What i dont understand is why bp did not insist that they sign a legal contract between themselves to cover this situation.

Perhaps he:

1) Never thought the situation would be like this

2) Knows his legal stuff better than Micky D therefore knew it would stand up in Court if it ever came to that, and didn't request anything in writing.

Sam its £1.2m mate that is a big gamble..Surely you can see where im coming from

Has anyone thought about the fact that our board may make wrong decisions but i very much doubt they are stupid.

Why would they lie in the public eye reguarding Bill Powers investment? They must have a case else they wouldn't have posted that statement. If they are willing to take legal action, they must be confident.

What if, like the thread title says, Bill Power's investment WAS shares and NOT a loan?

didnt they already admit it was a loan?

To be fair ralphy i think they are stupid and they fucked up at the last court case they had.

I dont doubt for 1 minute that it was a loan its just the failure to get a seperate agreement signed that baffles me

Fair enough.

Considering the amount of money involved you would have thought Bill would have requested something, but going on Samdy's admin skills it's probably still on her to-do list.

Just a thought. This new Investor the board are supposedly courting. If they are looking at giving him shares for his investment wouldn't it mess up their calculations if they didn't know if Billp's money was for shares or a loan. I mean they could accidentally sign over more than 50% of the company. We all know that maths isn't their strong point.

This is what i don't understand. Surely you don't just write a cheque for 1.2 million quid? there must be some kind off acknowledgment of receipt or something??

Looking back in the archives I see that Mark D once said that BP put in £500k in Feb and an additional amount in June/July

http://www.thetownend.com/forum/viewtopic.php?t=16292&postdays=0&postorder=asc&start=26

I suppose it's possible that the board admits the original £500k is a loan - hence the "derisory offer" but the nature of the second amount was still being sorting out when the crash happened. In BP's absence the board may have gone ahead and treated it as a share purchase although he would have prefered it to be a loan.

still doesn't match the figures they use.  £500k for 23%, you could have total control for £1.1m, or just another 600k if you had that first batch.

You don't normally sign agreements to accept money. It would be like signing to get your monthly salary and you wouldn't need to sign an agreement to pay it back if it didn't deviate from the usual director's loan terms.

But yeah, I'm wrong. The courts will say if no shares were bought it wasn't a loan because he didn't sign a loan agreement.

Right, I'm confused. If theres no paperwork how can anything be proved? Its the boards word against Bill's.

Has BP actually started proceeedings yet? What if he's bluffing?

The whole thing is hurting my head.

Nope. That's not what I meant. I meant that if it doesn't deviate from the normal terms the company does not need to sign as it's outside the decision making priocess (made by the directors).
I would expect under good management, the info would be minuted as part of board meetings although if the paper trail is money going from one account to another and BP is a director it would strongly suggest that the money is whether a capital investment or a loan and if there are no share issues, then it must be a loan.

Like I said, we'll see what the court finds. If there is no evidence to suggest it's shares I think it will be classed as a director's balance, even if a further loan agreement doesn't exist.

ha ha

You really haven't got a clue...either that or your ability to express yourself is really very poor.

For example

"Yes but you're not loaning to a person, you're loaning to a company, which is a separate legal entity in its own right. You can't get a company to sign because it's obviously not a physical being "

now is supposed to mean

" I meant that if it doesn't deviate from the normal terms the company does not need to sign as it's outside the decision making priocess (made by the directors)."


Try another textbook?  Or maybe ask a grown-up to help :nod:

Well if you refer back to Rob's post, mine was in reference to that.

He's quoting something you have said which doesn't make much sense either...if you don't know the differences between a business and a company, you may be embarking on the wrong career  :roll:

It is one thing to read and reproduce words from a textbook, but another thing to actually understand what is written and to subsequently explain the meaning to people who (as remarkable as that might sound to you) probably couldn't give a monkey's left one about the accounting treatment of directors' loan accounts, GAAP or whatever else you might be studying.

crikey

love ya too  :P

come on billy boy,if your going to take these clowns to court then hurry up and get on with it, we don't want this dragging on for longer than it needs to, sort it out!!