Social Media Over The Weekend

[THE_NORTHERNSOUL]

Some of you may have seen the indignation from various members of the Jenkins family over the weekend now I can see that they'd want to stick up for their father/uncle and that's fair enough but don't you think he brings it on himself by been seen as a complete dinosaur on any number of issues but what I can't understand is why is he putting himself thru it ?

It's pretty clear from what's been said at various points that there was a plan for succession before AJ finally leaves this world that the Trust had been persuaded to go along with.

But its also clear the Covid and what it did to EWM was bound to change things my guess is the Trust discovered that under plan B they would be required to give up for than they were expecting to.

I.m led to believe plan A which would have kicked in on AJ.s death would have involved PD acquiring all but the Trusts shares in return for him becoming the guarantor to his own company EWM and making his own arrangements of how when and if the loan was to be repaid with the trust keeping their shareholding at the present level and in effect retaining their veto but with a couple of ways that PD could negate that if he needed to in order to effect a sale of his shareholding and therefore that of the club. The bloke isn't stupid and if I can see a way around it i.m sure he can too his ultimate aim would be to stabilise the club get it moving forward and then find suitable new owners.

Basically, the plan is still the same but as he no longer [ supposedly ] owns the company that hold the debt note a few things have had to change and from what i.m told the difference is the Trust will formally have to reduce their shareholding and give up their veto something they don't want to do and the reason they're being all secretive and won't say anything is because they don't want to be seen as the party that holding up the deal.

All this is the reason why no decisions are being taken over the ground as they are reluctant to commit to anything that might affect any potential new owner [ in that they went for one solution when the new owner would have preferred the other ] My opinion is when he takes control Day will build a new flood resilient main stand at BP which would go a long way to making the club more attractive to potential buyers and to solving the present issues over the ground.

I don't get all these claims about the costs of maintaining the current facilities [the main stand excepted ] the problem is rather than spend 50k on the Warwick and it is sorted for the next 10 years they replace a few sheets of cladding and then guess what a year later it leaks somewhere else. A new stand could probably be done for not much more than 6 million by being imaginative and not having delusions of grandeur [ Plymouth did there's for five million and admitted they could actually have done it for less if they'd bitten the bullet and rebuilt rather than the refurb that they went for ] and if you could combine that with some sort of enabling project financing it becomes even easier but on the back of a fag packet a 6 million mortgage over 25 years at current interest rates could be done for 25k a month and any new owner who couldn't afford to cover that shouldn't be buying a football club Maybe time to resurrect the Cumbrian sporting foundation plans methinks.

PD will maybe turn out not to be the villain that he currently looks like if he can pull it off and find us a decent new long term owner he might turn out to be worshipped as some do Fred Story but lets hope he doesn't make the same mistake that the Lanky tw*at did on selling.

A decade ago I offered Andrew Jenkins a fiver for the two tranches of shares that he owned [ giving him a 150% profit on the deal ] he politely declined so I thought i.d just let it be known the offers still there Andrew if the abuse gets a bit much for an old man.

[howoldboy]

I think I follow most of that NS but in the absence of an agreement isn't the easiest way to get rid of the Trust simply to have a significant share issue?

If the issue was for £1m PD could buy as many as he likes and the Trust would need to raise £250k to maintain their stake at 25%.

Based on their recent efforts at fundraising this would surely be a non starter.

[THE_NORTHERNSOUL]

I think I follow most of that NS but in the absence of an agreement isn't the easiest way to get rid of the Trust simply to have a significant share issue?

If the issue was for £1m PD could buy as many as he likes and the Trust would need to raise £250k to maintain their stake at 25%.

Based on their recent efforts at fundraising this would surely be a non starter.

Yes but you would have to win the vote to hold the share issue and i.m sure that would come under the auspices of what the Trust can use their blocking vote for.

The best way I can see to do it would be for PD.s reps to conduct an online campaign aimed at getting support from existing members and signing up new ones who would support their plans then call for an EGM at which point a motion to hold a vote on the boards stance would be held and if the floor won the vote the Trust board would be compelled to act as the membership had instructed them to do. At which point I would imagine most of them would resign rather than be forced to carry out the wishes of the membership.

[howoldboy]

Yes but you would have to win the vote to hold the share issue and i.m sure that would come under the auspices of what the Trust can use their blocking vote for.

The best way I can see to do it would be for PD.s reps to conduct an online campaign aimed at getting support from existing members and signing up new ones who would support their plans then call for an EGM at which point a motion to hold a vote on the boards stance would be held and if the floor won the vote the Trust board would be compelled to act as the membership had instructed them to do. At which point I would imagine most of them would resign rather than be forced to carry out the wishes of the membership.

Under the current leadership The Trust is a total embarrassment but surely even they wouldn't try to block a share issue which would bring much needed funds and new owners into the Club?

If they did I am sure they would be ousted fairly quickly.

[griff]

Isn’t it the case though that only the Trust can oust the Trust?

[_Stefan_Kuntz]

If an issue of shares was to be initially offered to existing shareholders this is called a Rights Issue. In order to do it there would need to be a Special Resolution at a board meeting. In order to get a Special Resolution passed it would need a vote of more than 75% of the whole shareholding in favour. Jenkins, Nixon & Pattison hold slightly less than 75% of the shares. CUOSC hold slightly more than 25% of the shares.

It has always been the case that The Trust's / CUOSC's highest priority is to act in its own interests, which are to hold more than 25% at all costs, or more accurately, at no cost. In this case CUOSC vote against the Special Resolution and thus keep things as they are, holding more than 25% of the entire shares. If the Special Resolution was passed then all shareholders would be required to buy their allocation of new shares in order to keep their percentage of shares as it is now, in the case of CUOSC at more than 25%. CUOSC are utterly useless at raising cash so this would be a disaster for them. Somebody else, theoretically the other members of the board could buy some or all of the CUOSC allocation of the new shares that CUOSC had not bought. If that did not happen those shares could possibly be offered to members of the general public.

CUOSC will always vote against any variety of Rights Issue and thus prevent it from happening. It would either cost them money or if they failed to buy their full allocation it would dilute their shareholding to below the crucial 25% level at which they can block any category of Special Resolution.

[howoldboy]

If an issue of shares was to be initially offered to existing shareholders this is called a Rights Issue. In order to do it there would need to be a Special Resolution at a board meeting. In order to get a Special Resolution passed it would need a vote of more than 75% of the whole shareholding in favour. Jenkins, Nixon & Pattison hold slightly less than 75% of the shares. CUOSC hold slightly more than 25% of the shares.

It has always been the case that The Trust's / CUOSC's highest priority is to act in its own interests, which are to hold more than 25% at all costs, or more accurately, at no cost. In this case CUOSC vote against the Special Resolution and thus keep things as they are, holding more than 25% of the entire shares. If the Special Resolution was passed then all shareholders would be required to buy their allocation of new shares in order to keep their percentage of shares as it is now, in the case of CUOSC at more than 25%. CUOSC are utterly useless at raising cash so this would be a disaster for them. Somebody else, theoretically the other members of the board could buy some or all of the CUOSC allocation of the new shares that CUOSC had not bought. If that did not happen those shares could possibly be offered to members of the general public.

CUOSC will always vote against any variety of Rights Issue and thus prevent it from happening. It would either cost them money or if they failed to buy their full allocation it would dilute their shareholding to below the crucial 25% level at which they can block any category of Special Resolution.

So if (as NS said in the opening post) "the Trust don't want to be seen as the party holding up the deal", but in reality are the party that is holding up a deal, would the best way forward not be for the existing owners to announce that PD wants to take ownership but that the Trust is blocking the deal.

This could take some of the current pressure off the Owners and, notwithstanding the lethargy of the Carlisle fanbase, would presumably be enough to prompt a significant backlash against the Trust which in turn should prompt a sufficient surge in membership to enable the eventual overthrow of the present leadership?

[_Stefan_Kuntz]

PD / Purepay, with the loan to 1921, have all the power now. Whatever PD wants to do he can do with no more expense. The Purepay loan terms include a Charge on all 1921 assets, including BP, fixtures, fittings, furniture, office equipment, motor vehicles, all money in bank accounts, all incoming money ...... the list is vast. In short, if it is a 1921 asset it is governed by the Charge. As well as the Charge there are also Personal Guarantees by Jenkins, Nixon and Pattison which are for the full amount of the loan.

So, given the existence of the loan with comprehensive Charge and Personal guarantees PD can simply say "I want all the Holdings shares including those held by CUOSC. In the event of me not getting all those shares, well, you would not want to face the consequences of that". Then having all the Holdings shares PD would own 93% of 1921.

We may as well consider PD to be the owner of the club now. Jenkins, Nixon, Pattison and the CUOSC representatives have to contact him now for permission to f­art.

[howoldboy]

PD / Purepay, with the loan to 1921, have all the power now. Whatever PD wants to do he can do with no more expense. The Purepay loan terms include a Charge on all 1921 assets, including BP, fixtures, fittings, furniture, office equipment, motor vehicles, all money in bank accounts, all incoming money ...... the list is vast. In short, if it is a 1921 asset it is governed by the Charge. As well as the Charge there are also Personal Guarantees by Jenkins, Nixon and Pattison which are for the full amount of the loan.

So, given the existence of the loan with comprehensive Charge and Personal guarantees PD can simply say "I want all the Holdings shares including those held by CUOSC. In the event of me not getting all those shares, well, you would not want to face the consequences of that". Then having all the Holdings shares PD would own 93% of 1921.

We may as well consider PD to be the owner of the club now. Jenkins, Nixon, Pattison and the CUOSC representatives have to contact him now for permission to f*art.

So a reasonable conclusion would seem to be that:

- PD doesn't want to step in right now (maybe out of respect for AJ).
- AJ, JN and SP don't particularly want him to because they would lose their Old Boys Club privileges.
- the Trust would prefer to let things drift rather than lose their "status" and existing 25%.
- self-interest of the current owners (including the Trust) is overriding what is best for the Football Club.

[griff]

Probably right Howoldboy, so stagnation and the downward spiral continues. And I don’t believe anything the three horsemen say - remember when they delayed for over a year promising a billionaire and up trots a bloke with a few pizza shops? They’ll do anything not to give it up. Being a nice little non-league club beckons.