New beginnings - 25% Truth, 80% Bollocks

[Robinz]

During a time of needing a macro understanding of Commerial law. It was explained to me that the rights of a minority shareholder was basically f@ck all. Except for being a nuisance.
That said seem to remember that if you had less than 23% of the total shareholding you were unable to stop or defer any major financial transactions of the said company.

[Bob's Orange]

Still nothing on companies house for Seebeck 87 despite Clem saying they were filed last week. Is it normal that Companies House can take so long to update? The warning about late accounts still remains. But I'm not sure if down to shoddy admin or not.

[wokinghamred]

 It can take a few days for documents to be recorded - up to a week or so.
When they are available it will show the date they were filed with Companies House though.

[RobertT]

I would hope it wasn't £3m for 22% or that would put the value of STFC at c£14m! We aren't likely to find out until the accounts are out.

Which is why the deal details would be important to know if you were the Trust.  The public musings of Clem would indeed support the fact it was a 3m for 22% transaction, but he also said it's a loan and he also threw out another number of 1.45m at one point when slipping into more of the timeline.  It may be that it's a bit of a loan and a bit of share purchase, but then he also said he was getting the shares back, which suggests all if it was a "loan".  Basically, none of it fully adds up still - we don't seem to have all the variables in the formula is the issue.

[Posh Red]

Which is why the deal details would be important to know if you were the Trust.  The public musings of Clem would indeed support the fact it was a 3m for 22% transaction, but he also said it's a loan and he also threw out another number of 1.45m at one point when slipping into more of the timeline.  It may be that it's a bit of a loan and a bit of share purchase, but then he also said he was getting the shares back, which suggests all if it was a "loan".  Basically, none of it fully adds up still - we don't seem to have all the variables in the formula is the issue.

Didn't he say that the debentures were £2.95m, but that he was able to raise around half of it himself, which would mean that he borrowed the other half. As you say he has said the shares were used as security for the money which suggests it was a loan.

[STFC_Manc]

Didn't he say that the debentures were £2.95m, but that he was able to raise around half of it himself, which would mean that he borrowed the other half. As you say he has said the shares were used as security for the money which suggests it was a loan.

Yep agree with you

[RobertT]

As it stands right now, there are zero legal charges registered against Swindon Town Football Club:

https://find-and-update.company-information.service.gov.uk/company/00053100/charges

and none ever registered, that I can see, for Seebeck 87 or Swinton Reds 20

If the shares were used as Security for a loan, they were not registered as such.  A share transfer did occur - so the language being used is not accurate, legally speaking, it seems.  There would need to be some other type of contractual obligation drawn up that may speak to something like "being held as security", but the assets of the business were not used as collateral in the deal they struck.

The only public info we have, that is fact, is that the business had a share dilution, then transferred a % of those new shares to the new share owners and changed the rules of the business at the same time, and four debentures against STFC Ltd were satisfied.

I'm not harping on because any of that is "bad", just that we do not hold the full facts and nothing stated gives us the full facts as yet.  The Trust should want to know that when reviewing the financial position of  the club, which I believe they were doing.

[Nemo]

I've always assumed the "security" meant shares transferred with a buyback clause (whether that was a written contract or otherwise)

[@MacPhlea]

As I understand there are two ways a loan can be secured

As a charge at Companies house to register the debt but this can been seen as a negative toward credit ratings

Or

As a share holding with a loan agreement linked to the return of the shares on repayment.  This shows up as a normal shareholding at companies house but does not place a charge against the company.

[RobertT]

As I understand there are two ways a loan can be secured

As a charge at Companies house to register the debt but this can been seen as a negative toward credit ratings

Or

As a share holding with a loan agreement linked to the return of the shares on repayment.  This shows up as a normal shareholding at companies house but does not place a charge against the company.

Standard practice wpuld be to have that loan agreement in place with the Shares held as collateral, so they'd be handed over in the event the terms of the loan were not met.  I could be wrong, but nothing I am aware of suggests handing over the shares is usually part part of the agreement upfront.  On top of that, the Memorandum and Articles of Association changed at the same time, which suggests a nuanced deal was agreed with more benefits than just shares.  None of which is untoward, in fact, it all seems perfectly logical for such a large sum, we just don't know and we only know this much because supporters du around.  Clem had no intention of letting anyone know this had happened, or that the club owed any money (not sure how that would have got through the production of accounts, maybe it's the reason Seebecks were missed?)

[RobertT]

Having just read the article in the Adver which came from an interview with Hall, it does look to me like they are conflating the cash and net financial position to Clem with what we would normally describe as Operating profit or loss.

His comments make it clear they see sustainable as operating PLUS paying down the 7m in debt.

That is a perfectly legitimate goal to have I suppose - it's not my money and if it was, I'd probably want some back.  However, it makes it clear that the debt is still debt - the long term goal being to repay it all.  The club, or a sale of the business, needs to make Clem his money back.

The comments seem to back-up what I was suggesting, that Clem is counting the extra funds he has to keep giving to pay down the external debt when he assesses the financial loss each year - hence the "keep losing 500k-1m" comments.  At least that is how I read it.  

This is why, if I were running the Trust, I'd be working on Clems exit for him.  I know there is a lot of doubt a fan owned model would work here, but they don't need to be looking for that option, they can act as a broker for a long term investor as well, or have a shared deal, like they brokered for the Ground, or have multiple investors etc.  They probably have a few years to get something sorted if Clem is looking to recoup his money (he won't be expecting it back right now, probably once development financing is secured at the earliest).

[The Artist Formerly Known as Audrey]

Another week, another partner. I wonder how much all these partnerships are worth.

https://www.swindontownfc.co.uk/news/2023/september/town-announce-powerwash-contractors-as-a-new-internal-and-external-advertising-partner-for-20232024-season/

[RobertT]

Another week, another partner. I wonder how much all these partnerships are worth.

https://www.swindontownfc.co.uk/news/2023/september/town-announce-powerwash-contractors-as-a-new-internal-and-external-advertising-partner-for-20232024-season/

Not much, some are just Contra type deals - no money involved at all, but services exchanged.  I think some of them are no more than Advertising board names as well, so little more than 4 figures.  It is one thing they seem to have done a pretty good job of, certainly I'd be very happy as one of the sponsors for the effort the club (individual person I think) put in to get their name out.

[The Artist Formerly Known as Audrey]

Our new CEO

[horlock07]

Sleep easy all, seebeck accounts lodged and striking off discontinued....