The legal route

[cheeky]

Companies Act 2006

 

Part 17 Chapter 3, Existing shareholders' right of pre-emption

 

561. Existing shareholders' right of pre-emption

 

 

In other words, if an offer of shares at a specific value is to be made to someone, every other shareholder must also be informed of that same offer!

 

562. Communication of pre-emption offers to shareholders

 

 

simply states that this communication must be written or electronic or through media publication, but they have to do it and within a certain amount of time and the time in which the offer is open must be stated in the communication

 

563. Liability of company and officers in case of contravention

 

 

 

In summary, what this means is that when the "NIL shares" offer was made to Deakin and Miller, the same offer should have been made available to all other shareholders of Port Vale by written submission for a clearly communicated period of time. the fact that this was not done, means that the officers in question are liable under the Companies Act 2007, Section 563

 

The specific value of the shares though was still £5.00, the same as all the other shares issued, the "nil paid" just meant they hadn't been paid yet, so I don't think this argument would run.

 

Edit - The legislation above was raised when Jackson was alleged to have "Golden Shares" and it was used to show that he couldn't have.

[Howjy04]

Liable to what SV .Does it mean they have to hand their shares back?

[the old bycars tea bar]

when i challanged glenn on this earlier he did not disagree that shareholders had been misled nor did he disagree that there should be a re-vote

[VantaaVale]

Deakin maintained on RS this morning that the BSI shares were a small number of the total.

 

If he'd have spoken in percentage terms, as he likes to, those 30000 shares were worth around 20% of the number he and Miller needed to be elected. Not insignificant.

[Thats Entertainment]

The specific value of the shares though was still £5.00, the same as all the other shares issued, the "nil paid" just meant they hadn't been paid yet, so I don't think this argument would run.

 

Edit - The legislation above was raised when Jackson was alleged to have "Golden Shares" and it was used to show that he couldn't have.

 

Yes but what about using £150K 'NIL PAID' shares which have still not been paid ?

[BIRCHES HEAD WHITES]

when i challanged glenn on this earlier he did not disagree that shareholders had been misled nor did he disagree that there should be a re-vote

 

sorry i dont believe you , that would mean that at some point today glen oliver spoke sense ;)

[paulnv]

SV -Sorry to **** on your bonfire but, Vale's articles state that the "provisions of section 89(1) of the Companies Act 1985 (in power when the last articles were written) do not apply to the Company". I am pretty sure that section 89(1) of the act refers to "offers to shareholders on a pre-emptive basis".

 

I'm reasonably sure that pre-emptive rights to shareholders was removed early on because it would render the ad hoc issues of shares extremely difficult.

[VantaaVale]

The specific value of the shares though was still £5.00, the same as all the other shares issued, the "nil paid" just meant they hadn't been paid yet, so I don't think this argument would run.

 

Edit - The legislation above was raised when Jackson was alleged to have "Golden Shares" and it was used to show that he couldn't have.

 

It's still an interesting point though SV.

 

Nobody, it seems, apart from Deakin and Miller seemed to be aware that shares could be purchased on a promissory note.

 

Now, hypothetically speaking, if someone was dead set against getting Deakin and Miller elected, what was stopping them stating they would purchase enough shares to block their election by the same promissory note method?

 

If Deakin and Miller had been made aware of this, do you think they would have purchased the £350K shares?

 

Would the 'investor' trying to block them have been blocked from buying those shares by the board, to smooth the path for Deakin and Miller? Would that be considered prejudicial?

[cheeky]

Yes but what about using £150K 'NIL PAID' shares which have still not been paid ?

 

I guess it's immoral, but the shares have been issued to a particular person on that basis. I'm no company law expert, but as long as the person whose name the shares were issued voted, or designated their proxy accordingly, I don't see a legal argument against their use at that time.

[Santa]

For me, the first line of enquiry worth investigating is whether any of the parties involved are members of Valiant 2001.

 

First and foremost, shares cannot be issued to non-members.

[cheeky]

It's still an interesting point though SV.

 

Nobody, it seems, apart from Deakin and Miller seemed to be aware that shares could be purchased on a promissory note.

 

Now, hypothetically speaking, if someone was dead set against getting Deakin and Miller elected, what was stopping them stating they would purchase enough shares to block their election by the same promissory note method?

 

If Deakin and Miller had been made aware of this, do you think they would have purchased the £350K shares?

 

Would the 'investor' trying to block them have been blocked from buying those shares by the board, to smooth the path for Deakin and Miller? Would that be considered prejudicial?

 

All share purchases are vetoed by the board, there is nothing the person who wanted to buy the shares could do.

 

Was it prejudicial? Miller and Deakin could argue that they purchased their shares to remain quorate, and that they are now seeking further investment. Any other "nil" paid shares would not be in the best interest of the club.

 

I'm not suggesting any of what I'm saying above I agree with (or is right for that matter), I'm just thinking of ways in which our arguments could be defeated.

[the old bycars tea bar]

For me, the first line of enquiry worth investigating is whether any of the parties involved are members of Valiant 2001.

 

First and foremost, shares cannot be issued to non-members.

 

we have been told today that they are and documents will be produced to back this up

[VantaaVale]

What I am also interested in is the statement Deakin made this morning about him and Miller purchasing shares to make up for the shortfall in the £500K they state that BSI had agreed to pay.

 

Wasn't it so that Deakin announced his candidacy in August and his intent to buy £100K shares at that point?

 

If so, could it be argued by what he said today that he knew that the BSI deal was in trouble at that time, which would tie in with Hank's statement of the deal being dead for at least two months?

[VantaaVale]

All share purchases are vetoed by the board, there is nothing the person who wanted to buy the shares could do.

 

Was it prejudicial? Miller and Deakin could argue that they purchased their shares to remain quorate, and that they are now seeking further investment. Any other "nil" paid shares would not be in the best interest of the club.

 

I'm not suggesting any of what I'm saying above I agree with (or is right for that matter), I'm just thinking of ways in which our arguments could be defeated.

 

Yes. The key here is the power of veto. Can it be argued that this is being used in a prejudicial manner?

[Thats Entertainment]

I guess it's immoral, but the shares have been issued to a particular person on that basis. I'm no company law expert, but as long as the person whose name the shares were issued voted, or designated their proxy accordingly, I don't see a legal argument against their use at that time.

 

In that case do Blue Sky still hold £150K's worth of shares ? ...

Where is the promisary note & share issue documentation.