Have got the letter - load of gobbledegook so need a lawyer or accountant to verify but...

My take on it is

A is buying Foulger's shares in a private transaction which is probably contingent on this being accepted.

This will be accepted as D&M will vote for it otherwise it's a pointless exercise.

A is investing £10m extra into the club as preference shares with 7% interest. The reason that this isn't a loan is because of the options that come with it - there is no reason why a loan cannot be advanced seperately - teh amount relates to a "valuation" of the club at £100m (around £55 per share)

I cannot fully work out the options but basically I think that it is structured in such a way that he is the preferred next majority shareholder or can get his money back if the club fall out with him - with the shares being converted to 10% of the equity of the company if he becomes majority shareholder.

Hidden within the articles is a clause which allows the club to sell the shares of ANY shareholder that they "receive a "not known here" response to the letter for this change (there are steps involved but if you have shares and have moved since 2002 you probably need to ensure your address is correct) - The price of the sale will be set by the Auditor and the club can pick "the purchaser" (the cash will be held in escrow for three years and then used by the club as they see fit). This will ensure that in the event of a sale of the club the shareholder register will be up to date.

Basically I think that the plan is to allow A to have a foot in the water and get a shareholding of around 20% (Foulger's shares plus whatever else he can aquire with teh option to convert the C shares into the 30% which triggers a takeover bid working with D&M to see if it works out for the club before a full sale sometime in the next 7 years.

Welcome the thoughts of others with a deeper understanding of this sort of thing than I but I think that's the gist. It would really help if the club were to have included a plain language explanation of what they are doing as, as far as I can work out it is nearly all good but the absence of any explanation once again leaves you feeling that the "Community club" image is slowly fading away.

There's also at least one typo in the articles of association for the other pedants to find!

Posted By: Ruttles on August 22nd 2022 at 13:55:35

Message Thread

Have got the letter - load of gobbledegook so need a lawyer or accountant to verify but... (NCFC) - Ruttles, Aug 22, 13:55:35
- FUCKING BANG! ALARM NOISE! MASSIVE ALARM NOISES! TWAT! FIREWORK EDXPLOSION! (NCFC) - tehwatch, Aug 22, 15:46:15
  - Yeah! (n/m) (NCFC) - APB, Aug 22, 17:03:59
- My reading is…. (NCFC) - SimonOTBC, Aug 22, 15:15:26
  - would be staggered if there wasn't a plan for him to acquire their shares (NCFC) - CWC, Aug 22, 15:57:50
    - I would expect there is a heads of agreement type of thing about what happens in the futur (NCFC) - SimonOTBC, Aug 22, 17:05:59
    - That's my non-expert eye on it as well (NCFC) - camcan, Aug 22, 16:46:54
- If your scenarios are correct, then SexyB once again got that right (NCFC) - Legacy Fan, Aug 22, 14:46:52
- Does any of it involve Henry Winkler and a dodgy jukebox at half time (NCFC) - inutero, Aug 22, 14:14:55
- those untraceables; bad news for the 2001 squad! (n/m) (NCFC) - Henclrikus, Aug 22, 14:10:05
- I’m sure there will be plenty of information out of the club in due course (NCFC) - SimonOTBC, Aug 22, 14:02:37
  - Would surely be helpful sooner rather than later before the meeting though ? (n/m) (NCFC) - loz, Aug 22, 15:08:50
    - Why? (NCFC) - SimonOTBC, Aug 22, 15:19:02
      - #2 is the sort of thinking that led us to BK8. (n/m) (NCFC) - CWC, Aug 22, 15:50:10
      - Yea guess so planning to attend in any event (n/m) (NCFC) - loz, Aug 22, 15:27:58

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