Don't forget that another 15% of the club are owned by smaller investors, and not currently listed because they are below the 10% threshold, so in Swansea's case it is a fair assumption that 5% of that would block any move, and on the link above, if all other shareholders sold out, meaning 80% of them, the trust will still have a major role as the company rules state that to complete a takeover it must at least be 90% owned by the person coming in, so in essence the club can never be taken over unless the trust agrees to it, which would come to a vote on trust members.
The thing is is that everybody had their price but i see what you are saying. I think its all academic anyway as the major shareholders would probably not sanction a sale unless the right bid from the right people came in. But as for the trust having to agree to a sale i can see their opinion being a large factor in the decision of any hypothetical takeover but the majority shareholders are not stupid and if they want to sell they will manage to find a way around it. But as i said its probably all academic as i dont think the board would be that backhanded and i think the trust is fantastic and hope that more clubs start doing it. Even though the premier league cut the funding they gave to the Supporter Trust Scheme (? if thats what its called) under more than dodgy circumstances...think they may have given it back now though i cant remember. There was an interesting article on it on BBC awhile back.
So if the Morgan family own 22.5% and the supporters trust own 20%, who owns the other 57.5%? And who owns the supporters trust? And how is it decided how they should vote on issues concerning the Swans? It's still possible that if an investor came in with buckets of money, that the supporters trust will agree to it. How exactly does the supporters trust work and who exactly gets a say? Surely different supporters have different opinions and some may be happy to cut their shareholding to attract an investor.
ACF, here's a link to a page on the official site which shows the makeup of the board. http://www.swanseacity.net/page/ClubOwnershipArticle/0,,10354,00.html I'd imagine as far as decisions involving the trust go, they'd have to either have a poll or a meeting with a vote.
The trust website says... "Swansea City Supporters Trust currently owns nearly 20% of Swansea City Football Club but if there is further investment in the Club this shareholding will be reduced unless we can raise more money!" This implies that further investment is possible, so a new investor could come on board and all other investors (including the trust) would end up with a reduced shareholding. There is nothing to suggest that the trust can block such a move on its own.
Jager, I think that you may be misreading Section 979 of the Companies Act 2006. This "squeeze-out" clause enables an acquirer with 90%+ of the shares to force the remaining minority shareholders to sell. It does not mean that the Trust (which owns 20%) can prevent someone from buying the remaining 80%.
Did I say anything different ? The trust owns 20% of the club, they would have to agree to sell that for a buy out to occur, they would have to agree to a dilution of shares should an investor come in. And for clarity the fans own the trust in shares, any major changes would have to go through the fans via a vote, as a trust member myself I would vote against a buy out of the club unless it was in the interest of the club , for example the Morgans buying the club as I know they are Swansea City fans.
Yes it's possible but all shareholders would have to agree and lets be honest here why would they agree to a reduced share of the club ? The Swans are not listed on any stock market it's a privately owned company , we can't be forced into investment if there was a sellout of shares from one of the current , I should imagine the first refusal will be to the other board members. I can't see the Swans ever being in the hands of people who don't have the intensions of the club first.
Well, I thought you did "if all other shareholders sold out, meaning 80% of them, the trust will still have a major role as the company rules state that to complete a takeover it must at least be 90% owned by the person coming in, so in essence the club can never be taken over unless the trust agrees to it, ..."
Exactly it can't be taken over as 90% of the shares can never be bought as the trust owns 20% of the club, I would hope the trust actually increases their share of the club by buying into the remaining 15% when or if those come available, 65% of the club is owned by four people , the other 20% is owned by the trust. Thats why it's important that we have a very strong trust.
You are correct in so far that no-one can acquire 100% but they could acquire (subject to any potential pre-emption rights) the remaining 80%, thereby taking over the Swans & securing effective control.
As mentioned they could acquire the 80% of the club but it would be highly unlikely that the Morgans would sell out no matter what was offered, Brian Katzen is I believe almost a billionaire in his own right would never have the need to sell, and if he wanted out the Morgans have the money to buy. It's all as previously said academic anyway, it's an interesting discussion on a forum but the reality is that nobody is interested in off loading shares to anyone.
So in the hypothetical case that an incoming investor offered a large amount for the club, how can you be sure that the supporters trust wouldn't sell out. Say someone offered £100m for the whole club. Other shareholders may think the offer is too good to turn down. And the shareholders trust would get £20m. Maybe the members would rather take the £20m and share it among themselves, especially if they though that selling was good for the club. Selling out to a big investor isn't always a bad thing. But as you say, unlikely to happen anytime soon. But in the future the supporters trust could be sitting on a goldmine.
the Morgans are the major share holders owning between 22% and 25%, the trust owns 20% and there are a number of sleeping partners who wish to remain anonymous for reasons unknown but its their choice, one or two investors are thought to be American businessman and without all these people who came in when we were on the break of collapse we would have gone under, a huge vote of thanks has to go to mel charles and his consortium who are the people who saved the club and they also own shares. it was these guys that brought in HJ to the club because they wanted someone who runs a successful buisiness to oversee the clubs finances, a few months later HJ was made chairman that would not receive a wage, mel nurse,mel charles with others worked tirelessly behind the scenes to recruit buisiness people to the club, thank god due to their efforts we now have a club with millions in the bank and playing in the top league.....
20% is an ideal amount, guarantees representation and a voice but not enough to potentially get us into hot water .
The Supporters Trust is a group set up by the fans in 2001, with the aim of supporting the club and ultimately putting a share of the club in the supporters hands. http://www.swanstrust.co.uk/PageContent.aspx?id=338
Hi, Cardiff fan wishing you all the best, you beat us to promotion fair and square, I am fine looking forward to some live games on ESBN and among the premier clubs on MOTD. Since the Malaysian take over we have found our finances in good order but the really big deal will be if we make promotion. As you will have seen top clubs have gone to Malaysia and the following is massive, to own a club in the premiership would transform everything over there for us. Many clubs go up and straight back down so you definitely need to avoid that but a second season could well spark interest. We were lucky Ridsdale found us some bona fide investors and that is the secret to any take over. I would like to add that the majority view here is well done to you and good luck
Well if you take the player values (£25-30m as a rough guide according to the respected German sites that deal with this sort of thing), plus the income over the next few years (£50m profit - via Swiss Ramble and sites like that), then you've got to look at a buyout price of maybe £60-75m. If the ground was ours too then you'd look more towards the £100m park. The only reason we can go that high is that we have no debt, little overheads and large revenue coming into the club. We're quite a good investment at the moment, but the board wouldn't sell us to anyone wanting to abandon our current financial plan (and therefore endanger the club's long-term future) so I can only see the Trust gaining more shares - nobody else.
