Trust investment update 13.09.17

[underdog]

Hope its okay to stick it on here...feel free to merge Mods.  This has been emailed to Trust Oldham members and is on the Trust site today, tis long too phew!!! - thanks

 

Dear Fan

There has been a huge amount of gossip, rumour and argument about the recent news that the Chairman is in talks with Mr Abdallah Lemsagam about investment / takeover at the club.

We felt it a good time to clarify a number of points and give you some clear guidance on the governance/process of any investment/takeover.

As a Trust we always welcome the potential of new investment, especially when it moves the club forward in the right way.

The Trust and our representative on the board are fully up to date with the same information the rest of the board of directors have regarding the situation.

For clarification, the current club board of directors are Simon Corney (Chairman), Anthony Gee, Barry Owen, Ian Hill and Simon Brooke.  Mark Moisley is the Chief Executive and (unlike his predecessor) has no vote at board level.

Perhaps understandably the Chairman has chosen to maintain a tight grip on the negotiations and is dealing directly with Abdallah.  We very much respect that position.

Again for clarification, Simon Corney owns 97% of the shares which are classed as “A” shares.  Trust Oldham holds 3% classed as “B” shares which means they sit separate to the 97% shares.  There is also a shareholder agreement in place which was amalgamated into the Articles of the club back in 2004 which gives the Trust shareholding parity with the other 97%.

The club board runs on a “one vote per director” system.  Each of the directors listed above has one vote.

Our representative remains in close contact with a number of parties in respect of the current situation and has kept the Trust board up to date with any appropriate information.

Having taken some time to speak with a number of authorities and advisors we thought it best to outline, in very basic terms and to the best of our advice, the steps that would need to happen for any investment/takeover to occur.

1. Semantics are important

A pedantic but important point, there is a difference between a takeover and investment (even a majority one).  As we understand it, the Chairman would be looking to remain involved with the football club so in our eyes this would constitute an investment rather than takeover.

2. Agents involved with clubs

Mr Abdallah Lemsagam identifies himself a licensed FIFA agent (http://sport2jlt.com/team).  Though this is not an accredited/governed position, it is our understanding that by identifying himself as an agent his activities fall under the FA’s Intermediaries regulations.

Under these regulation an agent is prevented from owning more than 5% of a football club.  However, this is not an absolute position.An agent can own more than 5% of a football club providing they take no part in directly influencing contractual matters at the club ie. Players/signings.

This would also apply to any time before they became an official owner / director of a football club.  It is our understanding that the FA / EFL would investigate any indication of this influence happening if it is drawn to their attention and individuals and possibly the club could face sanctions if found to be in breach.

3. Ownership

Football League clubs must now list shareholders on their official websites and all owners must be notified to the EFL.  If any shares were to change hands the new owners of them, be it Abdallah Lemsagam or anyone he is ultimately acting for, their name/details would have to be disclosed in full to the EFL.

Again, clubs can face sanctions if this is breached.Even side-deals done between individuals to pass shares or security can be subject to investigation.

4. FA Fit and Proper Person test

This test has been tweaked last year, however the basic point is this.  A club cannot appoint a new director/owner without the individual passing the F&PP test.  This approval must come before Companies House notifications.  Though there remains some cynicism of the F&PP test, it is a process the FA/EFL take extremely seriously in light of recent cases.

5. Current club ownership path

In order for anyone to invest or takeover the club there are a number of stages that would need to be passed through.  This example is a deliberately best case scenario with all parties happy at each step, in reality this is rarely the case.

However the scenario goes as follows: 

• Negotiations with the current shareholder who is looking to sell shares
• Potential investor would seek Due Dilligence in order to confirm details disclosed/not disclosed in negotiations
• Initial consultation with EFL/FA regarding F&PP test requirements
• Acceptable proposal to the current shareholder
• Proposal presented to the club board of directors and Trust Oldham
• Permission would need to be sought from the current debenture holders (Brass Bank and Necarcu) as both debenture agreements do not permit the sale of any of the 97% shareholding without the settlement of the debentures*
• Debentures settled, board permission granted and Trust Oldham blessing acquired
• F&PP test undertaken on relevant individuals (potential new directors/shareholders disclosed to FA/EFL)
• Appointment of any new directors at Companies House
• Investor/Takeover largely completed

*At present it should be noted that due to the debentures in place, the control of the 97% shares rests with them and therefore permission would have to be granted by them for any sale.  Both the Oldham Athletic board of directors (via a majority vote) and Trust Oldham would have to give their approval for any investment/sale before the 97% shareholder can complete any investment/takeover.

Even in the case of exclusive negotiations, a new investor / shareholder can not be exercising influence over club contractual issues, and certainly if an agent is involved this should extend towards the team or playing staff.

There is in theory quite a way to go with regards to any investment/takeover.  The case outlined above is a best case scenario and would largely constitute the “best” way a process should run.

We’ve outlined the major steps to try and dispel any myths, but appreciate there will be other minor steps/a possible alternative order. Most of the steps outlined are not simple tick-box exercises, though the timescales can vary based on the resources and will of all parties involved.

We hope this goes someway to outlining to you how any new investment / takeover could happen (regardless of who is involved) and clarifies a few basic governance points.

We remain hopeful that the current interest (and indeed any other) can be progressed in a manner that suits all parties.

It is important that we all keep backing Shez and the team!

Edited September 13, 2017 by underdog

[youngen]

Thanks for the official longwinded version of "we know nothing about the takeover"!

[underdog]

5 minutes ago, youngen said:

Thanks for the official longwinded version of "we know nothing about the takeover"!

 I know...made my keyboard almost explode. Officially we haven't been notified....but it doesn't mean we can't get our ducks in a row so to speak. Thanks

[boundaryblue80]

42 minutes ago, underdog said:

and Trust Oldham would have to give their approval for any investment/sale before the 97% shareholder can complete any investment/takeover

 

This line alone gives Kowenicki the answer he so aggressively sought in another topic on OWTB.

Edited September 13, 2017 by boundaryblue80

[yarddog73]

59 minutes ago, youngen said:

Thanks for the official longwinded version of "we know nothing about the takeover"!

Other than we still don't know if it's an actual takeover.

[HarryBosch]

1 hour ago, underdog said:

2. Agents involved with clubs

Mr Abdallah Lemsagam identifies himself a licensed FIFA agent (http://sport2jlt.com/team).  Though this is not an accredited/governed position, it is our understanding that by identifying himself as an agent his activities fall under the FA’s Intermediaries regulations.

Under these regulation an agent is prevented from owning more than 5% of a football club.  However, this is not an absolute position.An agent can own more than 5% of a football club providing they take no part in directly influencing contractual matters at the club ie. Players/signings.

This would also apply to any time before they became an official owner / director of a football club.  It is our understanding that the FA / EFL would investigate any indication of this influence happening if it is drawn to their attention and individuals and possibly the club could face sanctions if found to be in breach.

 

 

So, unless Lemsagam is just a broker/frontman we're in the shit if he becomes owner or a director? 

[Andy Perimeter West]

I hate the words Due Diligence makes me cringe can we never use this words again it's like keep the faith horrendous!!!! 

[leeslover]

50 minutes ago, boundaryblue80 said:

 

This line alone gives Kowenicki the answer he so aggressively sought in another topic on OWTB.

Corporate Governance 

[singe]

16 minutes ago, HarryBosch said:

 

So, unless Lemsagam is just a broker/frontman we're in the shit if he becomes owner or a director? 

Or he quits his agent work.

Edited September 13, 2017 by singe

[singe]

1 hour ago, underdog said:

 I know...made my keyboard almost explode. Officially we haven't been notified....but it doesn't mean we can't get our ducks in a row so to speak. Thanks

Can I  ask what this means then?

The Trust and our representative on the board are fully up to date with the same information the rest of the board of directors have regarding the situation.

It implies that everyone has no been fully briefed now, but could equally imply that all are equally in the dark.

[HarryBosch]

1 minute ago, singe said:

Or he quits his agent work.

 

But it says "This would also apply to any time before they became an official owner / director of a football club. "

 

 

[singe]

How do I  get to be regsitered to receive Trust emails?

I am sure I am I  member but never 100%.

[archiecat]

Could the thread not be renamed "Trust Stance", then maybe shortened from the present version to " we desperately want to know what is going on"

[oafc1000]

19 minutes ago, HarryBosch said:

 

So, unless Lemsagam is just a broker/frontman we're in the shit if he becomes owner or a director? 

Only if they can prove Lesmagen has been directly involved in contract negotiations or directly involved in signing players from what I can see. There will be ways round that.

[HarryBosch]

4 minutes ago, singe said:

How do I  get to be regsitered to receive Trust emails?

I am sure I am I  member but never 100%.

 

 

 

[HarryBosch]

3 minutes ago, oafc1000 said:

Only if they can prove Lesmagen has been directly involved in contract negotiations or directly involved in signing players from what I can see. There will be ways round that.

 

I wonder how they define "directly"? 

 

Will he have to have literally been that players agent or is it some toothless FA rule where, eg, his firm could act for the players as long it it wasn't actually Abdallah himself who acted directly on behalf of the players? 

 

[LaticsLen]

Am i being thick here? but if it's one vote per director and majority wins how can the trust give there approval/disapproval on potential investment/takeover? If it's voted 4-1 for there cock all they can do is there?

[singe]

3 hours ago, HarryBosch said:

 

But it says "This would also apply to any time before they became an official owner / director of a football club. "

 

 

Yes, but it also says there are ways round it, like Ken Anderson at Bolton, I imagine they just have to make sure everything is above board. I can't imagine it's too hard given how lax the ownership regs are.

[kowenicki]

4 hours ago, boundaryblue80 said:

 

This line alone gives Kowenicki the answer he so aggressively sought in another topic on OWTB.

 

I only had to get 'aggressive' because it was like pulling teeth getting an answer. 

 

I don't think they can veto it reading all of that.

 

It is a lot of words to say. "One man one vote, we know nothing"

 

EFL fit and proper is all that matters if Corney wants to proceed imo.

[kowenicki]

4 hours ago, leeslover said:

Corporate Governance 

 

[CD's Orange Heels]

So if the club has to follow a similar process to that bullet pointed list we're somewhere around point 3 out of 10? Not even half way there really.  How have we managed to bring in all these new players when we were under a transfer embargo very early on in the transfer window? Where is the money coming from? If we are just at 3/10 of the negotiations bringing in these new players is a massive risk if things fall through. If we're further along and assurances have been made then surely this should have been discussed at board level and the Trust should have been made fully aware?

[underdog]

5 hours ago, singe said:

Can I  ask what this means then?

The Trust and our representative on the board are fully up to date with the same information the rest of the board of directors have regarding the situation.

It implies that everyone has no been fully briefed now, but could equally imply that all are equally in the dark.

Hello singe...nothing has changed. The statement is dated as of today so the Board of OAFC have not been advised of any proposed changes. If in hre go last few hours things had changed I'm sure we would have been advised by your Trust rep.

 

so as another poster has stated, we are before point 5 on the dots...not the number 5 part. on the ideal roll out.....so I would say in the same position as the board of OAFC

 

cheers

 

Edited September 13, 2017 by underdog
Mix up with dots and numbers aagghh

[Worcester Owl]

Thanks for the statement though underdog, I appreciate the effort you're putting in.

[underdog]

5 hours ago, singe said:

How do I  get to be regsitered to receive Trust emails?

I am sure I am I  member but never 100%.

Hello Singe if you were a season ticket holder up to the end of last season, we asked you to activate your free membership by emailing your details to us. Do you remember doing this?

 

Please send me a PM if you prefer

 

cheers

 

 

[underdog]

13 minutes ago, Worcester Owl said:

Thanks for the statement though underdog, I appreciate the effort you're putting in.

It's lots of effort...but not by me I'm afraid...hahah.

 

Its been written, proposed and rolled out by people who have bigger word capacity/knowledge on stuff than I do.

 

i just know how to copy and paste stuff, but the comments are every much appreciated and I'll accept them before Leeslover and Jorvik steal my copy and paste thunder.