Sentinel Today - Interim board + Deakin e-mail

[VantaaVale]

VantaaVale,I think what Warren is saying is that a new investor can buy 150k in shares ( not Hanks) and Vale would still be owed 150k by Hank.Deakin is acting not in the best interests of the club as Vale would be 150k out of pocket the way he is trying to get the shares transferred.That's the way I see it.

 

Yes, of course they can. But that's not the plan here, is it?

 

The plan is to turn those shares in favour of the board. Two birds with one stone.

[Howjy04]

Yes, of course they can. But that's not the plan here, is it?

 

The plan is to turn those shares in favour of the board. Two birds with one stone.

 

I agree that's not the case here,but it's another nail in the Deakin coffin by the way he is acting.He really isn't that bright is he?Of course he'll be saying he's been having bad advice again.

[VantaaVale]

I agree that's not the case here,but it's another nail in the Deakin coffin by the way he is acting.He really isn't that bright is he?Of course he'll be saying he's been having bad advice again.

 

Well.. the key to this is whether it is legal to transfer shares that have not been paid for. Even being paid £1 for them sounds dodgy to me.

 

But this avenue needs to be explored, because if Miller and Deakin have pulled the same trick, then the EGM result is again in doubt. We would be fighting against an additional £500K pro-board shares.

 

Let's not forget the Broxap situation. This just seems to be the same trick in a different form. Only this time we know way in advance.

[Warren]

I could be misunderstanding this situation. It wouldn't be the first time.

 

However, in Deakin's email he mentions the club solicitors. So I would imagine that he has run the legality of this transaction by them first. If not, he's a complete fool.

 

The way I see this working is:

 

1) Julicher shares are still issued by PVFC but not paid for. A debt of £150K is owed to PVFC.

 

2) Deakin gives Julicher the option to transfer those shares (hopefully legally) to a third party for £1.

 

3) The third party pays £149,999 to PVFC.

 

So the club is not out of pocket, Julicher is absolved of the debt and the shares become pro-board when previously they were most likely anti-board or ghost shares.

 

Does this border on money laundering in a different form (share laundering), if it is illegal?

 

The key issue in your argument is point 2. On this you could be right and you could also be right about solicitor's advice. That said, Miller took up a loan that broke another loan contract earlier this month and prsumably he had legal advice. He an Deakin are unreliable, incompetent and foolish - who knows.

 

But my point is this. He has a director's duty to promote the success of the business and he must also treat all shareholders fairly. Therefore in the promise to purchase, if there is an adverse clause to the club that is wrong, and here writing off a debt is wrong. There are two points where wrong doing could occur.

 

By the way, all investigations start from the point of suspicion and move towards knowledge as they are carried out. So you don't need complete knowledge to make allegations to the police and to raise concerns. Suspicion should just be reasonable. No need to be defensive or worried about being wrong and that is the basis of money laundering reporting. In fact in my opinion the club's solicitors must report the club to the Serious and Organised Crime Agency under Section 330 of the Proceeds of Crime Act 2002 if they have been representing the club recently and they will have committed an offence themselves if they haven't.

 

This isn't quite what I was looking for but below is guidance from the ICAEW website.

 

3 Fiduciary responsibilities

As a director, you must act in a way which you think is most likely to promote the success of the company for the benefit of its shareholders. You need to consider a number of statutory factors, including the long-term consequence of decisions, your firm’s reputation and the interests of other stakeholders such as employees and the community.

3.1 The company is a separate legal entity from its directors, shareholders and employees. The best interests of the company are not always the same as the best interests of the shareholders.

• You must always consider the interests of other stakeholders such as creditors and employees.

• You must consider the long-term prospects of the company and its reputation.

3.2 You must give equal consideration to all shareholders.

• Even if you hold most of the shares, or act as the nominee of the major shareholder, you must consider the interests of shareholders as a whole.

• In practice, it is very difficult for a minority shareholder to have a significant say in decisions made by majority shareholders.

3.3 You must not use your position to make private profits at the company’s expense from a contract, you might be forced to hand those profits over to the company.

3.4 You are legally obliged to declare any actual or potential conflict of interest.

• For example, if you have interests in another company with which your company is planning to do business.

• The Articles may say you should not vote on such a deal and, if you do, your vote will be disregarded.

3.5 If you, or someone connected with you, such as a relative, personally plan to enter into substantial deals with the company, they must be approved by the shareholders.

[VantaaVale]

Warren, I think it is already clear that the shareholders are not being treated fairly. What we need is for this to be legally shown to be the case.

 

If they think they can get away with this, they will try it.

 

Imo, it was stupid of Deakin to send an e-mail. It is evidence of his actions. The key to this, as I think we both are saying is, is the action of transferring shares (for payment as well, even if it is only £1) that have not been paid for legal?

[BIRCHES HEAD WHITES]

What will happen if Meigh pulls the plug on sponsoring an interim board member on the day of the EGM?

 

WORLD WAR

[Warren]

Warren, I think it is already clear that the shareholders are not being treated fairly. What we need is for this to be legally shown to be the case.

 

If they think they can get away with this, they will try it.

 

Imo, it was stupid of Deakin to send an e-mail. It is evidence of his actions. The key to this, as I think we both are saying is, is the action of transferring shares (for payment as well, even if it is only £1) that have not been paid for legal?

 

Yes, he isn't even a very good fraudster. He should do things verbally over the phone. An email is incredibly difficult to erase and hide and I'm sure there will be plenty more that haven't been leaked for the police to look at if an investigation is started.

[Cobridgewhite]

On a related issue to this, it was posted last night that the 100000 of new shares will not be used in voting at the AGM/EGM as although they exist they have been issued illegally ie. against the club articles - breaching the 24.9% rule.

[Howjy04]

I take it Miller and Deakin's shares are now due to be paid for unless there is a different convenient deadline.They did say BS were buying all the shares didn't they? And of course the 24.9% rule doesn't exist anymore in the twisted minds of the board.

[BIRCHES HEAD WHITES]

Yes, he isn't even a very good fraudster. He should do things verbally over the phone. An email is incredibly difficult to erase and hide and I'm sure there will be plenty more that haven't been leaked for the police to look at if an investigation is started.

 

warren as you are very knowledgeable on these matters could i suggest that you should maybe offer your advice on how to approach matters with the supporters club ? please don't take offence at this suggestion .

[Howjy04]

I haven't seen the A of A ,but I have it the back of my mind that these shares would have to be offered to all existing shareholders and not to new investors.

[BIRCHES HEAD WHITES]

I haven't seen the A of A ,but I have it the back of my mind that these shares would have to be offered to all existing shareholders and not to new investors.

 

i think you are partially correct in that they have to open the offer to both potentially new and old shareholders before a deal is done. obviously they have not done this.

[Koop]

On a related issue to this, it was posted last night that the 100000 of new shares will not be used in voting at the AGM/EGM as although they exist they have been issued illegally ie. against the club articles - breaching the 24.9% rule.

 

I’m guessing that any breach of the articles will be related to the fact that for anyone to be able to be issued with shares in their name, they have to firstly be a member of V2001. I’m assuming that neither Miller, Deakin or Hank (or his wife) were members of V2001 before they were issued.

[Cobridgewhite]

I’m guessing that any breach of the articles will be related to the fact that for anyone to be able to be issued with shares in their name, they have to firstly be a member of V2001. I’m assuming that neither Miller, Deakin or Hank (or his wife) were members of V2001 before they were issued.

 

I think it is due to the 100000 shares being greater than 24.9%, as Deakin, Miller and Julicher are deemed to be one entity, just as Mo and Mark were deemed to be acting in unison last year when rejected.

[Fosse69]

I think it is due to the 100000 shares being greater than 24.9%, as Deakin, Miller and Julicher are deemed to be one entity, just as Mo and Mark were deemed to be acting in unison last year when rejected.

But if they were issued illegally, do they have any value or debt attached?