NLV To Request EGM

[Bluedevil]

Is there a time limit for the board to call the EGM?

[ChrisR]

I know that a majority of only 51% of shares is required to remove existing directors and I'm pretty sure that that is achievable. What I'm not sure about is the percentage required to implement the other items on the agenda.

 

The removal of the 24.9% rule requires 75% I believe, but what about removing the £50K requirement for a seat on the Board and the reduction of the minimum number of directors from 4 to 3? Achieving 75% for those may be touch and go.

 

So, if the shareholders vote to remove all existing directors yet fail to pass the other motions, enabling the election of an interim Board, in what position does that leave the club? No Chairman, no directors. Could the club suffer sanctions from the FA or the FL for not being properly constituted? Although the removal of the directors is headline grabbing I feel that the other items are key to achieving the change the GM is set for.

 

I'm sure that the NLVs and TLB have considered this scenario and I would be interested to know their thoughts on this.

[NLVMalc]

Two points of clarification.

 

Firstly, NLV are conducting this campaign on behalf of the shareholders. We have voted to support Mo Chaudry's bid and there is a common interest in removing the current incumbents from Vale Park. However, the General Meeting is primarily about bring in new investment and the lack of trust the fans and shareholders have in the current board, 77% of the fan base according to our survey. If Mo does not like the books when he gets in and does his due diligence, then we will still be here and hopefully with a new board to bring the said investment in. We are certainly not doing anyone's dirty work and anyone who has seen the manner in which we have conducted this campaign would surely agree.

 

Secondly, this is about the majority view of shareholders. The board have been at pains to remind us they are looking for investment that satisfies the ethos of V2001. In that case, any vote at the General Meeting will be based on one shareholder one vote. If the current board deny the shareholders this then we will finally know that 'For us All' is dead and that the board are not seeking what is best for Port Vale but for themselves.

 

Hope this helps.

[paulsuwb]

You're spot on Chris, read the letter NLV sent out they want to

 

Vote for the removal of the 24.9% rule (needs 75% of votes cast)

Vote to reduce Director shareholding requirement (needs 75%)

Vote to reduce board size (needs 75%)

 

and then if those pass

 

Vote off the board (needs 51% of votes cast)

Vote on the transitional board (needs 51%)

 

Like I said, someone's either buying a shed load of shares or it's simply a waste of time.

[carpetman123]

So whats stopping us getting 51% to vote off the board bratt and co, installing a new interim board (the people that were put forward) Mo buying 24.9% of remaining new shares and then call another EGM to get the 24.9% rule overturned (with Mo's shares) should get the 75% majority to get it removed.

 

Once removed Mo buys the remaining shares to give him a 51% majority...or is that too simple!!!!

[paulsuwb]

Given what 2ValiantB has said I doubt that we could muster 51%. I'm sure if we could the motion would have been to simply vote off the board. You'd have to find shareholders with 50k's worth of shares to replace them of course and I'm guessing that would be tricky too.

[MrSmithPVFC]

If my maths is correct, (big if) and it's share holding that matters rather than shareholder numbers, the replies to the call for an EGM represents about 17% of shareholding.

If voting goes by shareholding rather than shareholders at the EGM..... that seems like quite a long way off a mandate for change at the moment.

I appreciate that those who didn't return the forms might have a view either way, and prima facie there's two or three times that percentage that could declare for the proposed changes - but it does seem to me that there's a lot of mobilising to do and RW is a more likely route to change than achieving the mobilisation of non respondents.

 

Yep, a lot seem to think the 51% is achievable. It's only going to be achievable if ALL shareholders turn up and vote AND enough of those vote board off.

 

ATM, it looks like shareholders £200k vs boards £300k+. Which is nowhere near enough.

 

Hope someones got an ace up their sleeve.

[ChrisR]

So whats stopping us getting 51% to vote off the board bratt and co, installing a new interim board (the people that were put forward) Mo buying 24.9% of remaining new shares and then call another EGM to get the 24.9% rule overturned (with Mo's shares) should get the 75% majority to get it removed.

 

I'm not sure that the people put forward all have the £50K shareholding to qualify for a directorship, hence the vote to reduce that qualification to £10K, and only 3 have been nominated when the minimum number of directors required is currently 4.

 

Once removed Mo buys the remaining shares to give him a 51% majority...or is that too simple!!!!

Unfortunately, yes, it is!!

[Birdy]

You're spot on Chris, read the letter NLV sent out they want to

 

Vote for the removal of the 24.9% rule (needs 75% of votes cast)

Vote to reduce Director shareholding requirement (needs 75%)

Vote to reduce board size (needs 75%)

 

and then if those pass

 

Vote off the board (needs 51% of votes cast)

Vote on the transitional board (needs 51%)

 

Like I said, someone's either buying a shed load of shares or it's simply a waste of time.

 

If the board turn their back on the one holder one vote V2001 ethos then change can still happen, just a little longer. If the votes (assuming this based on shares and not shareholders) for the special resolutions do not exceed 75% then the ordinary resolutions of voting the board off and voting an interim board on can still be the road for our objective, change. From then further investment of 24.9 can be sought and then a further GM to try for the change of the AOA. A long winded way, but still very achievable.

 

There has always only been one outcome in all this, it's whether the board accept that there is no way forward for them and pass poer on for the good of the club or they cling on for dear life, which we have seen thus far.

 

Change will happen, the easy or the hard way - that's the boards decision.

[ChrisR]

Two points of clarification.

Secondly, this is about the majority view of shareholders. The board have been at pains to remind us they are looking for investment that satisfies the ethos of V2001. In that case, any vote at the General Meeting will be based on one shareholder one vote. If the current board deny the shareholders this then we will finally know that 'For us All' is dead and that the board are not seeking what is best for Port Vale but for themselves.

 

Not a chance. Can you honestly see the Board allowing a one shareholder one vote situation? I can't.

[Santa]

Could the club suffer sanctions from the FA or the FL for not being properly constituted?

You tell us. What does it say in the handbook?

[X-Valiant]

I know that a majority of only 51% of shares is required to remove existing directors and I'm pretty sure that that is achievable. What I'm not sure about is the percentage required to implement the other items on the agenda.

 

The removal of the 24.9% rule requires 75% I believe, but what about removing the £50K requirement for a seat on the Board and the reduction of the minimum number of directors from 4 to 3? Achieving 75% for those may be touch and go.

 

So, if the shareholders vote to remove all existing directors yet fail to pass the other motions, enabling the election of an interim Board, in what position does that leave the club? No Chairman, no directors. Could the club suffer sanctions from the FA or the FL for not being properly constituted? Although the removal of the directors is headline grabbing I feel that the other items are key to achieving the change the GM is set for.

 

I'm sure that the NLVs and TLB have considered this scenario and I would be interested to know their thoughts on this.

 

When the current dictators are voted off and the new board is in place, the new board will be able to sanction one or two purchases of 24.9% of shares, so it would be totally irrelevent what % of shareholding the current board hold because the 75% needed to pass the other motions will well & truly be in place with the purchase of other shares up to a maxium of 24.9%

[X-Valiant]

I'm not sure that the people put forward all have the £50K shareholding to qualify for a directorship, hence the vote to reduce that qualification to £10K, and only 3 have been nominated when the minimum number of directors required is currently 4.

 

 

Unfortunately, yes, it is!!

 

Two words for you to blow that out of the window, Graham Mudie

[ChrisR]

If the board turn their back on the one holder one vote V2001 ethos then change can still happen, just a little longer. If the votes (assuming this based on shares and not shareholders) for the special resolutions do not exceed 75% then the ordinary resolutions of voting the board off and voting an interim board on can still be the road for our objective, change. From then further investment of 24.9 can be sought and then a further GM to try for the change of the AOA. A long winded way, but still very achievable.

 

But aren't the changes to the AOA needed before the proposed interim Board can be elected?

 

I can see that your explanation is one way forward but it does rely on an interim Board being put in place and I'm concerned that that might not be possible.

[Birdy]

But aren't the changes to the AOA needed before the proposed interim Board can be elected?

QUOTE]

 

I don't think so Chris but maybe Malc or LB could clarify, otherwise that would make a mockery of the 51%?

 

I think a press release is due over the next 24 hours with the finer details.