Revised Bid - Post To Ceo Mr P. Deakin

[AVIM]

 

Under the articles, surely the current board is not properly constituted and that has been abused for a number of years?

 

As such it's status is surely null and void?

 

But the board, as shareholders, dont have "control". They own like 35% dont they?

[Timothius]

But the board, as shareholders, dont have "control". They own like 35% dont they?

 

They seem to control it from where I am sitting.

[VantaaVale]

VFIM, I think it's 75% needed to change the constitution. They have 30 odd percent between them, so in effect by operating as a single entity they do have control.

 

They also have the power over who can buy shares.

 

It's all a little too convenient for my liking.

[geosname]

Geo, it's not an interpretation of anything. It's matter of fact as defined in the Taxes Act.

 

I am in no way disagreeing with you. What the reality is and what is perceived may be worlds apart.

Its a question that may be asked and if it is may cause a stumbling block or a pause in proceedings..... I feel the boards perspective may be slightly more simple..... its a rule that allows them to deny sales of shares, the consequences of which may call into question their purchase, but at a MUCH LATER DATE.... ie.... consortium fails to buy ANY shares.... then its down to the EGM and votes cast on shares sold.

Could the strict interpretation you offer be used to negate any vote at any meeting AGM/EGM if more than 24.9% of shares are cast in one direction?

[saintvaliant]

But the board, as shareholders, dont have "control". They own like 35% dont they?

 

But they do breach the 24.9% threshold.

 

Sims/Chaudry wouldn't technically have full control as they would own 48.9%.

 

There is therefore no possible way that article can be used as a defence mechanism without it also applying to themselves.

 

Not sure how the FA and Football League would treat a club breaching it's own articles of associations knowingly for a period of several years. Can't recall their having been a precedent of a similar nature.

[saintvaliant]

Could the strict interpretation you offer be used to negate any vote at any meeting AGM/EGM if more than 24.9% of shares are cast in one direction?

 

In all honesty geo, I don't know mate.

 

I'm sure someone fair better position than I could opine on it - my assumption would be that I assume it could be interpreted that way.

 

All goes to show what a complete nonsense that particular article is and why it desperately requires removal.

[Fosse69]

I would like to think that this is stage one to wrestling control of the club away from the current board.

 

What it would mean is that it gives greater power to the smaller shareholders, because Mo and Mark would more than match the current board's shareholding in any vote.

 

In my view, there is no escaping this bid. If this is rejected, it will be plain for all and sundry why that is. My only worry is the bit regarding installing a new board with Mo as chairman. I fully expect Bill Bratt will fight that to the bitter end.

 

How will Bratt be on the board after the EGM?

[geosname]

In all honesty geo, I don't know mate.

 

I'm sure someone fair better position than I could opine on it - my assumption would be that I assume it could be interpreted that way.

 

All goes to show what a complete nonsense that particular article is and why it desperately requires removal.

 

Amen to that

[VantaaVale]

How will Bratt be on the board after the EGM?

 

The result of the EGM is far from a foregone conclusion. But I hope you're right.

[TheLegalBeagle]

A positive move. LB - how can you convince the board and the shareholders that the consortium is not just a sham to get around the existing articles?

 

Can you guarantee that the 25% rule will stay in place and that Mr simms will not simply sell his shares to Mo once the deal is done? I think the natural checks and balance of having a genuine partnership in charge of the club could well swing the floating voters over to the pro-bid side. But it is important that this is genuine. Do not attempt to pull a fast one over the fans here.

 

One reason I ask is because the easy defence for the board is to say that Mo and Mr Simms are connected persons (as defined in sec 389 of the taxes act), and are thus limited to 24.9% between then. This is in the company articles.

 

One definition of connected persons is "839(7) Any two or more persons acting together to secure or exercise control of a company shall be treated in relation to that company as connected with one another and with any person acting on the directions of any of them to secure or exercise control of the company."

 

Dear VFIM,

 

Mark Sims will not be selling his shares back to Mo in the aftermath of this revised bid if this bid is accepted if that is what is being suggested.. Mark approached us sometime ago and made his intentions clear. He is Vale through and through and has put alot of money into the club over the years in sponsorship. He understands the club, the fans, the shareholders and the community. He cares.

 

I do sincerely hope I am not going to be drawn into a series of exchanges questionning Mark's integrity and credentials - there has been far too much of that during this bid process.

 

I hope the undecided shareholders will accept the revised bid for what it is and not look for flaws and holes.

 

The point you make is one worth directing to the current Board given the manner in which they appear to collectively use their minority shareholding to fend off genuine bids - Mike Newton's bid apparently being the exception.

 

The V2001 charter will remain in force unless and until the shareholders determin otherwise by special resolution as has always been the case.

 

Regards

[geosname]

LB

Did you foresee a problem with a consortium wanting to buy more than the allowed shares?..... If in the boards position I would yet again use the 24.9% rule to defeat the purchase [right or wrong]. Wouldnt the argument now be that Mo and another want to invest less money than Mo alone was offering to gain control?

[Aussie Rules]

Dear VFIM,

 

Mark Sims will not be selling his shares back to Mo in the aftermath of this revised bid if this bid is accepted if that is what is being suggested.. Mark approached us sometime ago and made his intentions clear. He is Vale through and through and has put alot of money into the club over the years in sponsorship. He understands the club, the fans, the shareholders and the community. He cares.

 

I do sincerely hope I am not going to be drawn into a series of exchanges questionning Mark's integrity and credentials - there has been far too much of that during this bid process.

 

I hope the undecided shareholders will accept the revised bid for what it is and not look for flaws and holes.

 

The point you make is one worth directing to the current Board given the manner in which they appear to collectively use their minority shareholding to fend off genuine bids - Mike Newton's bid apparently being the exception.

 

The V2001 charter will remain in force unless and until the shareholders determin otherwise by special resolution as has always been the case.

 

Regards

 

LB, you've probably guessed that yours truly has not fully embraced MC's 'Bid for our beloved Port Vale.

 

But all things change and we must change accordingly

 

The highligted statement in blue (above) has drawn yours truly closer to Mo - yes, I'm saying Mo, not MC - and gives me a greater confidence today that our good ship Hamil will soon be out of the doldrums :)

[AVIM]

Dear VFIM,

 

Mark Sims will not be selling his shares back to Mo in the aftermath of this revised bid if this bid is accepted if that is what is being suggested.. Mark approached us sometime ago and made his intentions clear. He is Vale through and through and has put alot of money into the club over the years in sponsorship. He understands the club, the fans, the shareholders and the community. He cares.

 

I do sincerely hope I am not going to be drawn into a series of exchanges questionning Mark's integrity and credentials - there has been far too much of that during this bid process.

 

I hope the undecided shareholders will accept the revised bid for what it is and not look for flaws and holes.

 

The point you make is one worth directing to the current Board given the manner in which they appear to collectively use their minority shareholding to fend off genuine bids - Mike Newton's bid apparently being the exception.

 

The V2001 charter will remain in force unless and until the shareholders determin otherwise by special resolution as has always been the case.

 

Regards

 

Excellent. I genuinely believe that Mr Simms presence as part of the bid is a huge plus. We know 100% Mr Simms is vale through and through.

[Caroline Oakes]

LB

Did you foresee a problem with a consortium wanting to buy more than the allowed shares?..... If in the boards position I would yet again use the 24.9% rule to defeat the purchase [right or wrong]. Wouldnt the argument now be that Mo and another want to invest less money than Mo alone was offering to gain control?

 

Perhaps Mo isn't wanting control at this stage, he and Mark are merely asking for the books to be opened for the dd procedure (as any large investor would want). Everything will be put to the shareholders at the EGM including the ruling on the 24.9% rule.

[Aussie Rules]

Perhaps Mo isn't wanting control at this stage, he and Mark are merely asking for the books to be opened for the dd procedure (as any large investor would want). Everything will be put to the shareholders at the EGM including the ruling on the 24.9% rule.

 

Exellent point Caroline