F P S share proposal

[grantzer]

Dfcss should have made any reply public,otherwise for many,it will look like they are doing nothing in response to the fps proposal.

No idea what is in the email exchange,but fwiw, I would have responded offering to buy fps shares at a slightly improved rate than fps offered them, saying it was a very generous offer given the value fps placed on the shares

[jdfc]

Dfcss should have made any reply public,otherwise for many,it will look like they are doing nothing in response to the fps proposal.

No idea what is in the email exchange,but fwiw, I would have responded offering to buy fps shares at a slightly improved rate than fps offered them, saying it was a very generous offer given the value fps placed on the shares

That wouldn’t help build bridges

[grantzer]

Neither does offering 8 grand for 140k worth of shares...

[shaded]

im pretty sure deeranged or someone else will post the email up,iv heard roughly whats in the email however best if someone else thats a member posts the details up,

my thoughts "a very good reply to FPS"

[shaded]

many thanks to my man on the ground for the info


Dear Member,

The Society Board (the Board) wishes to inform the Members about the most recent exchanges with DFC/FPS on the subject of DFC shares; as follows:

Background: Further to the attached letter which was forwarded to the Members on the 7th March 2019 the Board received a significant number of detailed comments from Members expressing a wide range of views on the situation. The Board met on the 12th March 2019 to consider its response to FPS and taking full account of the expressed views of the Members and advice from the Society's legal and governance specialists the Board agreed to forward a response that reflected the Society's strong desire to have a constructive and positive relationship with FPS. The details of this response are in the text of the email dated 14th March 2019 (below).

Unfortunately the Board's proposals were swiftly rejected as can be seen from the text of the email dated 15th March 2019 (below).

Today the following statement has been emailed and posted to David Gray:

Dear David,

I am writing on behalf of the DFCSS Board (the Board) in response to your email dated 15th March 2019 (copy below) in which you confirmed FPS’s reactions to the Board’s proposals outlined in Bob Hynd’s email dated 14th March 2019 (copy below).

It is with great disappointment that the Board acknowledges FPS’s rejection of its constructive proposals and also confirm that for the time being the Society will retain its funds in its existing bank account and reconsider how best to manage its assets in the future.

The Board also wishes to reaffirm that it will continue to act in the best interests of the Society as a whole and in doing so will never lose sight of the great efforts and financial sacrifices by the supporters which significantly helped the Club towards being rescued from administration in 2011 and resulted in the current shares being secured by the Supporters Society. The strong feeling of the Board and the majority of the Members who have commented on FPS’s proposals is that the offer of £8,000 (increased to £10,000) does not remotely recognise the supporters past input and has understandably been described by a significant number as “derisory”.

On the subject of the proposed ‘Shareholder Agreement’ the Board appreciates that the DFC/FPS letter of the 5th March 2019 effectively ended discussions, however the Board understood that this situation may have subsequently changed and as a consequence incorporated a positive offer in the 14th March 2019 proposals. Clearly the situation has not changed. In acknowledging the refusal of FPS to enter into a Shareholder Agreement at this stage, the Board respectfully requests that FPS abide by the terms of the Club's ‘Articles of Association’ to which they have previously agreed, especially the rights pertaining to the ‘A Ordinary’ shares that they accepted during their 2013 takeover of the Club.

With reference to ‘Proposal 2’ in the DFC/FPS letter dated 5th March 2019 the Board can now confirm that there is virtually no detectible desire on the part of its Members to support the awarding of shares other than on a pre-emptive basis. Consequently the Board would not wish to commit to approving a process that appears to command negligible support.

Hopefully the above comments address all aspects of the recent dialogue that require a response from the Society and if there are any further points that FPS would like to discuss please don’t hesitate to contact me.

Finally, the Board wishes to reaffirm its support in principal for the proposed new stadium development at Camperdown and once more confirm its views that the Society’s entrenched shareholder rights should not be an impediment to the Club's new stadium plans.

Yours sincerely,

Ian Baird

Director and Secretary


David Gray’s email dated 15th March 2019:

Dear Bob,

Thanks for your email yesterday outlining the options put forward by the DFCSS (Society) Board.

Having considered matters, we would respond as follows –

1. In our letter of 5th March 2019, we were clear that a shareholder agreement would not be discussed as part of these proposals. This remains our position. If at some stage in the future, the Society wanted to draft a shareholder agreement for discussion, we would be willing to consider this.

2. The valuation of shares in a private company is usually based on certain established models and assumptions. In my opinion, the nominal value of the shares should not be taken as a basis of a valuation as this arbitrary figure is not reflective of a share’s true value. Share valuation is a subjective matter and can in many cases come down to what a willing buyer and a willing seller are prepared to pay and accept respectively. £8,000 is the amount PFS are willing to pay for a straight purchase of the shares and in arriving at this figure account was taken of a number of factors including the costs which would be incurred under a full share issue. FPS are however willing to make a final offer of £10,000 for the shares even although this sum would exceed the estimated costs of a full share issue.

3. We are not willing to commit to any structured question and answer sessions at this stage however we are exploring other options for communicating with supporters and we thank you for your suggestion.

4. In your response, you make no reference to Proposal 2 in my letter of 5th March. If we can’t reach agreement on the share purchase, as an alternative, can you please confirm if the Society will support the necessary resolutions giving the DFC Directors authority to issue further shares and to issue those shares other than on a pre-emptive basis.

Please note that we have now started the preparations for a general share issue. We would therefore appreciate a response to this email by Monday 18th March 2019 so that we can hopefully agree matters or if we can’t reach agreement, we would like to close these proposals and move forward with our alternative plans.

Kind regards

David


1. Bob Hynd’s email dated 14th March 2019:

Dear David,

As discussed with you yesterday evening, I have provided a possible way forward based on the points discussed at the DFCSS board meeting on Tuesday evening.

1. The Society will draft a shareholders agreement, based on the entrenched rights. As mentioned, this will contain a deed of adherence.

2. The Society felt that the sale of the shares must be for a “significant” sum of money. The suggested figure is £105,000. This is based on 75% of the nominal share value.

3. The Society would add £25,000 towards this sum to reinvest £130,000 back into the Club.

4. This money would be kept in a separate account and would go to projects such as the Community Trust or elements of stadium maintenance which would benefit fans.

5. An annual budget would be agreed but the period in which the Society would re-invest this amount in the Club would be somewhere between five and ten years.

6. The Society would request the return of an annual question and answer session with the owners of the Club. The numbers of this could be restricted to fifty with nominated representations from affiliated organisations.

If you could let me know your thoughts, it would be appreciated.

Kind regards,

Bob.

[hmac]

Dundee FC Supporters Society Limited was registered by the Financial Services Authority on the 27th February 2004 (Reg. 2639 RS). The Society came about as a result of the incredible fundraising efforts of the Dee4Life campaign to save the Club from liquidation during season 2003/04.

The Society played a pivotal role in harnessing support to again save the Club from liquidation in season 2010/11. Having set a fundraising target of £250,000 the money raised by supporters exceeded this figure, as a result, the Club survived and the Society took control of a majority shareholding.

In July 2013 the Society members voted in favour of the Club being authorised to issue sufficient new shares to grant controlling interest to FPS.

The role of the Society has changed over the past few years.

It is now widely recognised that sport in general and football, in particular, can be a force for good that can produce numerous social benefits, improving self-esteem, inspiring children and young people, promoting wellbeing and healthy lifestyles and contributing to social inclusion.

Over the last few years the nature and scope of activity carried out by the Society has tended to focus more on social events that are intended to contribute positively to the lives of the Society’s members, other supporters and the wider community.

Based on the Dundee Football Club's 'Shareholding Statement' submitted to Companies House on the 13th February 2017; DFCSS holds 17.0% ‘Ordinary’ shares and 10.4% ‘A Ordinary’ shares which amount to a total shareholding of 27.4%, making the Society the largest shareholder in Dundee Football Club after FPS with their 57% shareholding at the time of submission.

Finally, the Society is a democratic and representative voice of the supporters of DFC. Every member of the society over the age of 15 holds one voting share in the Society and any member over the age of 17 can be appointed to the Society Board.

“ Having set a fundraising target of £250,000 the money raised by supporters exceeded this figure, as a result, the Club survived and the Society took control of a majority shareholding.”

That’s simply not true.

[jdfc]

Neither does offering 8 grand for 140k worth of shares...

Are they really worth £140k or the price they paid for them

We’ve had this debate on here already though

[grantzer]

The club claim they are only worth what someone is willing to pay,the society say they are worth whatever price they are willing to sell at.

I would say that the club is not only devaluing the shares,but also the efforts of anyone who put money in a bucket,or raised money in any way to enable the society to buy those shares.

[shaded]

“ Having set a fundraising target of £250,000 the money raised by supporters exceeded this figure, as a result, the Club survived and the Society took control of a majority shareholding.”

That’s simply not true.

H obviously you had your finger on the pulse and you have never told me a lie so have no reason to doubt you whatsoever,but see below and thats lifted directly from the offical website under history.For example the yanks may well believe that, as its on the club website also the new SS also as the mists of time descends

The fans more than did their bit as well, raising an astonishing £250,000 in six months which allowed the Administrator to propose a CVA as early as March 11th. It was accepted without appeal and Dundee officially exited Administration on May 12th to become a fans’ owned club with the Dundee FC Supporters’ Society as the majority shareholder.

[hmac]

H obviously you had your finger on the pulse and you have never told me a lie so have no reason to doubt you whatsoever,but see below and thats lifted directly from the offical website under history.For example the yanks may well believe that, as its on the club website also the new SS also as the mists of time descends

The fans more than did their bit as well, raising an astonishing £250,000 in six months which allowed the Administrator to propose a CVA as early as March 11th. It was accepted without appeal and Dundee officially exited Administration on May 12th to become a fans’ owned club with the Dundee FC Supporters’ Society as the majority shareholder.

I know G the “history” was written like this but it’s not accurate. I’m in Korea right now but I’ll post the real numbers when I get back.
The fans, as they did in admin 1, did a very good job but what’s claimed as dfcss fundraising through fans is highly exaggerated in that 250k.