Message for shareholders | Page 4 | Vital Football

Message for shareholders

I personally enjoy my shares as I enjoy going to the AGMs and EGMs. Me, five other fans, Scally, one or two other directors. A bit of a laugh amongst seconding and getting rid of a vice chairman, even though we know our say meant nothing compared to Scally’s. These days you have to take every little feeling that you’re a bit more than a customer.
 
madrid_gill said:
Like PuB, absolutely no idea. May as well be written in Chinese. But this is what it says, anyway (from https://www.gillinghamfootballclub.com/news/2022/december/message-to-shareholders/)

Company number 39175

PRIVATE COMPANY LIMITED BY SHARES


WRITTEN RESOLUTIONS

of

GILLINGHAM FOOTBALL CLUB LTD

Circulated on 9th December 2022

The Directors of Gillingham Football Club Ltd (“the Company” or “the Club”) propose that the resolutions set out below (“the Resolutions”) are passed as special resolutions:



SPECIAL RESOLUTIONS

  1. That the Articles of Association of the Company be altered by deleting Article 3 and replacing it with the words: “3. [Article deleted]”.
  2. That the Articles of Association of the Company be altered by deleting Article 4.1 and replacing it with the following words:
“The Directors may unconditionally exercise all the powers of the Company to allot, grant options over, offer or otherwise deal with shares in the Company to or in favour of such persons, on such terms and conditions, at a premium or at par, and at such times as the Directors think fit. Section 561 of the Companies Act 2006 shall not apply to any allotment of shares in the Company.”



The Directors propose that the Resolutions are passed because they may have an opportunity to secure investment into the Club for shares. The alterations to the Articles of Association made by the Resolutions will enable the Directors to take up such opportunity should such occur, and to take up any further opportunities for cash investments into the Club which may arise in the future.



GFC Holdings Limited, which holds 35,257,700 ordinary shares in the Company (amounting to 75.0082% of the issued ordinary shares in the Club), has confirmed to the Directors that it intends to agree to the Resolutions.
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Anyone spot a deadline for voting ?

It may be academic, (i.e. Scally's majority), but there may be a case for sending a signal...
....that massive dilution against existing shareholders is not fair - especially absent so much info.

Others may have read my guesses about the mechanics of control transfer and assumed that I'm relaxed.

We remain unsure about who will be in control.
We know nothing about their plans for the stadium.
We know nothing about the presumed loan - and whether repayment terms are so onerous that the stadium is at risk.
If Scally has negotiated a "profit share" ahead of any promotion bonus trigger, if large, it could impair investment and progress.
We have received no clue about whether a new owner intends to comply with the spirit of "Tracey Crouch" - before legislation (if any).
We have no idea whether a new owner will allow formal fan engagement (be customer friendly).

I saw no mention of a Special General Meeting at which Resolutions would be voted upon....
...or where Questions might be asked (even if not answered).
 
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Tarian said:
Anyone spot a deadline for voting ?

It may be academic, (i.e. Scally's majority), but there may be a case for sending a signal...
....that massive dilution against existing shareholders is not fair - especially absent so much info.

Others may have read my guesses about the mechanics of control transfer and assumed that I'm relaxed.

We remain unsure about who will be in control.
We know nothing about their plans for the stadium.
We know nothing about the presumed loan - and whether repayment terms are so onerous that the stadium is at risk.
If Scally has negotiated a "profit share" ahead of any promotion bonus trigger, if large, it could impair investment and progress.
We have received no clue about whether a new owner intends to comply with the spirit of "Tracey Crouch" - before legislation (if any).
We have no idea whether a new owner will allow formal fan engagement (be customer friendly).

I saw no mention of a Special General Meeting at which Resolutions would be voted upon....
...or where Questions might be asked (even if not answered).
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True. But does any of that matter? The major shareholder is agreeing, so it will be passed anyway. Everything else is just noise, as they say. Pointless exercise.

Would most fans/shareholders, agree that from this point, the only way forward for GFC is new ownership regardless of the finer points?
 
Tarian said:
Anyone spot a deadline for voting ?

.
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it does say that unless it is passed within 28 days the resolution will lapse.

It all seems like a box ticking exercise as the 75%+ shares held by PDPS will make it happen whatever.
 
As OSK says its academic as scally holds 75% so it passes. However if he is planning on staying on then he could have called a special meeting and explained to the other shareholders (who invested in the club) why this is good thing.

He wont as he doesnt care about them (in my opinion) and thats the thing i dislike most about his ownership, absolute contempt for the people who helped fund the club.

Of course if he's truly is off then why bother with aggro.

I think he's staying though. This could have been an opportunity to reset the relationship.
 
gills69 said:
it does say that unless it is passed within 28 days the resolution will lapse.

It all seems like a box ticking exercise as the 75%+ shares held by PDPS will make it happen whatever.
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I saw that 28 days.
That wording suggests that the "deadline" is when GFC Holdings (Scally) completes that form.
Monday ?

So no meeting. No questions.
I'm with markinkent on the attitude towards:
"...people who helped fund the club".:(
 
markinkent said:
As OSK says its academic as scally holds 75% so it passes. However if he is planning on staying on then he could have called a special meeting and explained to the other shareholders (who invested in the club) why this is good thing.

He wont as he doesnt care about them (in my opinion) and thats the thing i dislike most about his ownership, absolute contempt for the people who helped fund the club.

Of course if he's truly is off then why bother with aggro.

I think he's staying though. This could have been an opportunity to reset the relationship.
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Surely it depends what "staying" means ?
No problem with a minority shareholding.
But running the Club ?
 
markinkent said:
Is the kind of transparency we would like but dont get from him.
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I’d suspect it’s all a bit commercially sensitive at the moment but I’ll stick with my original prediction, that Scally won’t return as chairman with control.
I’m convinced that he’s had enough and wants out.
I suppose it’s possible that he might retain a small shareholding.
 
markinkent said:
As OSK says its academic as scally holds 75% so it passes. However if he is planning on staying on then he could have called a special meeting and explained to the other shareholders (who invested in the club) why this is good thing.
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And if he isn't planning on staying then should he also call a special meeting and explained to the other shareholders why this is good thing?

No doubt due to NDAs then there is zero solid information and there won't be until the takeover in whatever form is complete and the new controlling owner rejigs the board and ownership structure as required.

Whether or not Scally

a) retains some shares or not,
b) remains on the board ongoing, agrees to hang around for a period to do a handover or immediately leaves

it will be down to the new owner to come out and explain things.

In the meantime social media is full of people who don't like Scally who in every scenario sees an angle where Scally will be screwing the fans over.

I do like the idea of Scally being forced to do a special meeting where he explains (for example) that as the main person who has been negotiating with the council with the new ground it would be benefital for the club going forward to retain his knowledge and connections. No doubt there will be those who will be

"but Scally alienated the whole fanbase when he banned Alan Liptrott, decided on the design of the new kit without consulting the fans grrrrrrrrr" etc

I think fans fall into 2 positions:

1) those of us who'd like more information in order to clear the uncertainty but maybe understand why information is restricted
2) those who think the lack of official information is some sort of conspiracy and Scally is up to something.

What bugs me, and this was evident when Scally started his monthly "Chats with the Chairman" videos is that people demand more information and "transparency" but the moment he does then people start to read conspiracies about things he never addressed (probably because there was nothing to address).
 
shotshy said:
I’d suspect it’s all a bit commercially sensitive at the moment but I’ll stick with my original prediction, that Scally won’t return as chairman with control.
I’m convinced that he’s had enough and wants out.
I suppose it’s possible that he might retain a small shareholding.
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If 10 ot 20 percent of something is worth more than 75/80% of the same thing without risking anything yourself it is something that Scally is bound to find appealing.Given what tiny bit we know that we know it does appear that we are possibly looking at a partial buy out .With more funds available to process.
Out of interest ( very approximately) how much money invested might make 80/75% of Gillingham football of the club be worth 10/20% ?
 
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I can’t abide transparency. All it results in is more talk without saying anything, more talk without knowing anything, and more time wasted.
 
Baghdad_Rob said:
And if he isn't planning on staying then should he also call a special meeting and explained to the other shareholders why this is good thing?

.
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I answered this on post 66 "Of course if he's truly off then why bother with aggro."

Point is he's asking the 25% to vote on a change to resolutions.

The least he could do is explain the background to it to allow shareholders to make an informed decision.

Its a courtesy if nothing else.
 
shotshy said:
I’d suspect it’s all a bit commercially sensitive at the moment but I’ll stick with my original prediction, that Scally won’t return as chairman with control.
I’m convinced that he’s had enough and wants out.
I suppose it’s possible that he might retain a small shareholding.
Click to expand...

If you are asked to vote on changes to resolutions you might expect some background, context and maybe even some FAQs thrown it.
 
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Minesapint69 said:
I guess we shouldn’t be surprised that there is a whole lot of rubbish posted on this thread by people trying to back up their own agenda.
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Which posts do you deem to be a whole lot of rubbish and why?

What is the agenda that those posting are trying to back up?
 
chris who said:
If 10 ot 20 percent of something is worth more than 75/80% of the same thing without risking anything yourself it is something that Scally is bound to find appealing.Given what tiny bit we know that we know it does appear that we are possibly looking at a partial buy out .With more funds available to process.
Out of interest ( very approximately) how much money invested might make 80/75% of Gillingham football of the club be worth 10/20% ?
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£ 3.75 million ?

Assuming GFC Net Asset value is £ 1.25 million.
If Scally owns 80%, his part is worth £ 1 million.

Investor adds £ 3.75 million cash - so Net Asset value becomes £ 5 million.
Scally's share is £ 1m of £ 5m - so 20%.

Note: Three Directors loan remains outstanding both before and after.
In practice, that loan may have strings which makes things more complicated.

Also just because the Accounts say NAV is £ 1.25m (or whatever), doesn't mean there are not either:
- Assets with a different value (higher or lower)
- Liabilities - ditto
....any of which an astute businessman identifies.
 
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markinkent said:
I answered this on post 66 "Of course if he's truly off then why bother with aggro."

Point is he's asking the 25% to vote on a change to resolutions.

The least he could do is explain the background to it to allow shareholders to make an informed decision.

Its a courtesy if nothing else.
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Maybe the fact he hasn't come out is a sign he is leaving completely then?

While I don't have an extended background of experience in the situation, I was always of the impression that the responsibility of understanding anything to be voted on ultimately feel to the investor.

Lets be honest here, if Scally did explain why then people would respond with something on the lines of "Of course Scally is promoting a yes vote, he is due to benefit from it"
 
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