AGM

[Lofthouse Tiger]

I take it there wasn't an AGM and that Robbo, and others, are still in the dark about it?

Has there been a date set or anything said as to why there won't be one?

[Casmania]

I take it there wasn't an AGM and that Robbo, and others, are still in the dark about it?

Has there been a date set or anything said as to why there won't be one?

For the first time ever, I understand there is not going to be a shareholders AGM.
I further understand some form of informal Q and A is to be arranged in the new year which anyone can attend.
I do not know if this will happen before or after the company accounts are circulated. Or if questions relating to the financial loss and other issues will be allowed.

[Robbo]

Lofthouse

Its a shocking move by the BOD.
One that will be challenged by me.



The club must have an AGM As the articles state as much.

Mr Fulton and Co are ignoring shareholders. This will not be good for the club.

Happy new year everyone
Robbo

[Lofthouse Tiger]

Disgraceful behaviour from Fulton.

So much for keeping things my father wanted and worked for. What a joke this man really is.

[tigerfeat]

Hope QandA for anybody I'll go down mesen try and find out what's occurring...

[Darnsarf]

Lofthouse

Its a shocking move by the BOD.
One that will be challenged by me.

The club must have an AGM As the articles state as much.

Mr Fulton and Co are ignoring shareholders. This will not be good for the club.

Happy new year everyone
Robbo

As a shareholder, I agree wholeheartedly that not having an AGM is outrageous as it’s pretty much the shareholders only option to hold the directors to account. Unfortunately, though, Robbo is wrong about the articles. New articles were approved at the last AGM and having read them back again I cannot find any mention of an AGM never mind a commitment to hold one. Maybe Robbo can put me right if I am missing something? The articles are public and available on the Companies House website.

[Casmania]

Lofthouse

Its a shocking move by the BOD.
One that will be challenged by me.

The club must have an AGM As the articles state as much.

Mr Fulton and Co are ignoring shareholders. This will not be good for the club.

Happy new year everyone
Robbo

As a shareholder, I agree wholeheartedly that not having an AGM is outrageous as it’s pretty much the shareholders only option to hold the directors to account. Unfortunately, though, Robbo is wrong about the articles. New articles were approved at the last AGM and having read them back again I cannot find any mention of an AGM never mind a commitment to hold one. Maybe Robbo can put me right if I am missing something? The articles are public and available on the Companies House website.

Section 27, page 19 of the new Articles relate to general meetings.

[Robbo]

Lofthouse

Its a shocking move by the BOD.
One that will be challenged by me.

The club must have an AGM As the articles state as much.

Mr Fulton and Co are ignoring shareholders. This will not be good for the club.

Happy new year everyone
Robbo

As a shareholder, I agree wholeheartedly that not having an AGM is outrageous as it’s pretty much the shareholders only option to hold the directors to account. Unfortunately, though, Robbo is wrong about the articles. New articles were approved at the last AGM and having read them back again I cannot find any mention of an AGM never mind a commitment to hold one. Maybe Robbo can put me right if I am missing something? The articles are public and available on the Companies House website.

Damsarf

Unfortunately I was unable to attend the AGM the year before last .
As no AGENDA or ACCOUNTS were posted out I cannot check.

However you may well be right if it came up at that meeting. It was certainly there before.
Its no secret certain Directors dislike shareholders............ Now that the Fultons have given themselves full control ( for no capital outlay ) they can do as they wish.

I think the only way forward is unless Fulton revokes ownership of the several hundred thousand shares given to them ,is for them to at least buy shareholders ( or give them the option ) out.
There is nothing to be gained by holding them.

The meeting several years ago when he held the gun to holders heads, was probably the lowest corporate coup I have ever seen.
However as they say " what goes around comes around".
Happy new year

[HuddsTigers]

Lofthouse

Its a shocking move by the BOD.
One that will be challenged by me.

The club must have an AGM As the articles state as much.

Mr Fulton and Co are ignoring shareholders. This will not be good for the club.

Happy new year everyone
Robbo

As a shareholder, I agree wholeheartedly that not having an AGM is outrageous as it’s pretty much the shareholders only option to hold the directors to account. Unfortunately, though, Robbo is wrong about the articles. New articles were approved at the last AGM and having read them back again I cannot find any mention of an AGM never mind a commitment to hold one. Maybe Robbo can put me right if I am missing something? The articles are public and available on the Companies House website.

Section 27, page 19 of the new Articles relate to general meetings.

However, it doesn't say an annual meeting must be held - just that a meeting should be held once a quorum agrees on it. Presumably the quorum is 50% of shares held? I think it says this but can't remember after reading a few days ago. If that is the case surely the quorum is basically when IF decides to have a meeting?

[Lofthouse Tiger]

Absolutely disgraceful behaviour.

I would still like to know how these shares were first discussed and who and why people literally gave the club away to one selfish greedy individual.

As for buying out, or offering to buy out current shareholders, why would he spend money when he can what he wants for free? Embarrassing beyond belief.

A sad sad way to treat people and this would never have happened had JF still been with us.

[castigers2010]

Absolutely disgraceful behaviour.

I would still like to know how these shares were first discussed and who and why people literally gave the club away to one selfish greedy individual.

As for buying out, or offering to buy out current shareholders, why would he spend money when he can what he wants for free? Embarrassing beyond belief.

A sad sad way to treat people and this would never have happened had JF still been with us.

By the end of the meeting he wanted the shares or the money his father loaned the club repaying to his family. It was either give both Fulton siblings the shares or the club go bust. If memory serves me right it was mentioned at the meeting if he/they would allow time to allow people to see what other financial options were available to enable the money to be repaid, but this was basically refused - they (Ian and his sister) wanted the shares or the money there and then.

You do also have a high percentage of shareholders who thinks the sun shines out of the Fultons backside and would happily give them anything they wanted.

[Casmania]

Lofthouse

Its a shocking move by the BOD.
One that will be challenged by me.

The club must have an AGM As the articles state as much.

Mr Fulton and Co are ignoring shareholders. This will not be good for the club.

Happy new year everyone
Robbo

As a shareholder, I agree wholeheartedly that not having an AGM is outrageous as it’s pretty much the shareholders only option to hold the directors to account. Unfortunately, though, Robbo is wrong about the articles. New articles were approved at the last AGM and having read them back again I cannot find any mention of an AGM never mind a commitment to hold one. Maybe Robbo can put me right if I am missing something? The articles are public and available on the Companies House website.

Section 27, page 19 of the new Articles relate to general meetings.

However, it doesn't say an annual meeting must be held - just that a meeting should be held once a quorum agrees on it. Presumably the quorum is 50% of shares held? I think it says this but can't remember after reading a few days ago. If that is the case surely the quorum is basically when IF decides to have a meeting?

That part of the articles were never changed. It is exactly the same as when AR compiled the preceding articles on 22nd Sept 2008. Agm's were held ever year on that basis.

Could I ask, do you think it is right that shareholders - some for many, many years - are now unable to ask questions/challenge the bod on a number of issues. ie on the 2018 financial loss and the expected increased loss for last season?

[HuddsTigers]

Are you really saying that if someone went to the club and offered an injection of £500k for 13k shares they would turn it down, shareholder or not?

Sorry but I just don't believe that, particularly if they want money back.

My understanding is that this was actually the case. Ian Fulton, understandably from a business point of view, wants to maintain a controlling stake in the club. If the club move into a new stadium, those with the largest share holding would benefit most from the sale of land around WR, and therefore the Fultons will recoup the money they have invested in the club, whilst retaining a controlling number of shares.
The current majority shareholders are protecting themselves in the hope that a new (free) stadium comes to fruition.

Apologies for the late reply. I've been dipping in and out on the forum over Christmas.

To answer this point, and some of the points raised by CM/Robbo, IMO, it's largely irrelevant whether IF owns the club or not in terms of protecting his interests is it not? The Fulton's investment is already protected, is it not, by way of legal charges against the club/ground?

IF is therefore a preferential/secured creditor so even if he sold the club or someone took a significantly comparable shareholding and the club goes into administration/liquidation, the ground and land would be sold first and the debt repaid? Ditto, if someone takes over and prioritises paying off the debt ongoing. So what exactly/how is he protecting this?

There's perhaps questions to be asked around the debt/long-term financial vision and it would be good to know what the ambition is regarding WR/New Ground (if it happens). It would also be good to know what happens at the end of the 5 year period expires (I believe the debt has to be repaid in the next few years does it not?).

[Casmania]

Absolutely disgraceful behaviour.

I would still like to know how these shares were first discussed and who and why people literally gave the club away to one selfish greedy individual.

As for buying out, or offering to buy out current shareholders, why would he spend money when he can what he wants for free? Embarrassing beyond belief.

A sad sad way to treat people and this would never have happened had JF still been with us.

By the end of the meeting he wanted the shares or the money his father loaned the club repaying to his family. It was either give both Fulton siblings the shares or the club go bust. If memory serves me right it was mentioned at the meeting if he/they would allow time to allow people to see what other financial options were available to enable the money to be repaid, but this was basically refused - they (Ian and his sister) wanted the shares or the money there and then.

You do also have a high percentage of shareholders who thinks the sun shines out of the Fultons backside and would happily give them anything they wanted.

It ended up with Ian and Jan owning 94% of the club and the the loan is still outstanding.
Many shareholders were of the view that the loan would be wiped out in the lieu of the huge increase in share holdings. That is not the case. Interest is payable on the loan at 2.5% above the base rate.

[Casmania]

Are you really saying that if someone went to the club and offered an injection of £500k for 13k shares they would turn it down, shareholder or not?

Sorry but I just don't believe that, particularly if they want money back.

My understanding is that this was actually the case. Ian Fulton, understandably from a business point of view, wants to maintain a controlling stake in the club. If the club move into a new stadium, those with the largest share holding would benefit most from the sale of land around WR, and therefore the Fultons will recoup the money they have invested in the club, whilst retaining a controlling number of shares.
The current majority shareholders are protecting themselves in the hope that a new (free) stadium comes to fruition.

Apologies for the late reply. I've been dipping in and out on the forum over Christmas.

To answer this point, and some of the points raised by CM/Robbo, IMO, it's largely irrelevant whether IF owns the club or not in terms of protecting his interests is it not? The Fulton's investment is already protected, is it not, by way of legal charges against the club/ground?

IF is therefore a preferential/secured creditor so even if he sold the club or someone took a significantly comparable shareholding and the club goes into administration/liquidation, the ground and land would be sold first and the debt repaid? Ditto, if someone takes over and prioritises paying off the debt ongoing. So what exactly/how is he protecting this?

There's perhaps questions to be asked around the debt/long-term financial vision and it would be good to know what the ambition is regarding WR/New Ground (if it happens). It would also be good to know what happens at the end of the 5 year period expires (I believe the debt has to be repaid in the next few years does it not?).

3 years as from Dec 11, 2018

[castigers2010]

Absolutely disgraceful behaviour.

I would still like to know how these shares were first discussed and who and why people literally gave the club away to one selfish greedy individual.

As for buying out, or offering to buy out current shareholders, why would he spend money when he can what he wants for free? Embarrassing beyond belief.

A sad sad way to treat people and this would never have happened had JF still been with us.

By the end of the meeting he wanted the shares or the money his father loaned the club repaying to his family. It was either give both Fulton siblings the shares or the club go bust. If memory serves me right it was mentioned at the meeting if he/they would allow time to allow people to see what other financial options were available to enable the money to be repaid, but this was basically refused - they (Ian and his sister) wanted the shares or the money there and then.

You do also have a high percentage of shareholders who thinks the sun shines out of the Fultons backside and would happily give them anything they wanted.

It ended up with Ian and Jan owning 94% of the club and the the loan is still outstanding.
Many shareholders were of the view that the loan would be wiped out in the lieu of the huge increase in share holdings. That is not the case. Interest is payable on the loan at 2.5% above the base rate.

Not bad going is it. Not only does he have over 90% of the shares, he has wiped out the voice of other shareholders and also kept the loan and is getting interest as well.

[HuddsTigers]

Lofthouse

Its a shocking move by the BOD.
One that will be challenged by me.

The club must have an AGM As the articles state as much.

Mr Fulton and Co are ignoring shareholders. This will not be good for the club.

Happy new year everyone
Robbo

As a shareholder, I agree wholeheartedly that not having an AGM is outrageous as it’s pretty much the shareholders only option to hold the directors to account. Unfortunately, though, Robbo is wrong about the articles. New articles were approved at the last AGM and having read them back again I cannot find any mention of an AGM never mind a commitment to hold one. Maybe Robbo can put me right if I am missing something? The articles are public and available on the Companies House website.

Section 27, page 19 of the new Articles relate to general meetings.

However, it doesn't say an annual meeting must be held - just that a meeting should be held once a quorum agrees on it. Presumably the quorum is 50% of shares held? I think it says this but can't remember after reading a few days ago. If that is the case surely the quorum is basically when IF decides to have a meeting?

That part of the articles were never changed. It is exactly the same as when AR compiled the preceding articles on 22nd Sept 2008. Agm's were held ever year on that basis.

Could I ask, do you think it is right that shareholders - some for many, many years - are now unable to ask questions/challenge the bod on a number of issues. ie on the 2018 financial loss and the expected increased loss for last season?

I don't think it is necessarily right but they probably had the same power as before - very little - in terms of doing anything about it. Otherwise, why wasn't anything done when we were losing money year in, year out in years before?

Similarly, it looks like shares were allotted back in 2016. Who were these to? And did anyone question it then?

[HuddsTigers]

Absolutely disgraceful behaviour.

I would still like to know how these shares were first discussed and who and why people literally gave the club away to one selfish greedy individual.

As for buying out, or offering to buy out current shareholders, why would he spend money when he can what he wants for free? Embarrassing beyond belief.

A sad sad way to treat people and this would never have happened had JF still been with us.

By the end of the meeting he wanted the shares or the money his father loaned the club repaying to his family. It was either give both Fulton siblings the shares or the club go bust. If memory serves me right it was mentioned at the meeting if he/they would allow time to allow people to see what other financial options were available to enable the money to be repaid, but this was basically refused - they (Ian and his sister) wanted the shares or the money there and then.

You do also have a high percentage of shareholders who thinks the sun shines out of the Fultons backside and would happily give them anything they wanted.

It ended up with Ian and Jan owning 94% of the club and the the loan is still outstanding.
Many shareholders were of the view that the loan would be wiped out in the lieu of the huge increase in share holdings. That is not the case. Interest is payable on the loan at 2.5% above the base rate.

However, it looks like the shareholding was taken in lieu of delaying the debt being repaid in full after JF's sad death by the period you've answered in the post above (thanks!) - according to the share allotment information on Companies House.

So was it a straight choice of selling the ground at that time below market rate to pay off the debt that needed to be paid off in 2018 (potentially not even recouping the full amount) vs agreeing an allotment of shares to delay this for 3 years with a view to the new ground and potentially selling WR/land at a better value that both benefits the club in terms of debt reduction and IF getting the full money back?

And realistically are we looking at the same again at the end of next year to agree a further delay? The above seems like a good decision and common sense IMO from a financial perspective for both the club and also for the Fultons in terms of the debt owed. Seeing it from their point of view, the money is worth much more than shares so why would you convert debt into shares? You essentially are just writing off debt then and probably losing out on money in the long run. I can't see the share value rising all that much even with a new ground. Given how much the Fultons have helped keep the club afloat then is it not right they get back what they put in?

[Casmania]

The shares were spread out more evenly then, no-one had overall control. (unlike now) It needed a number of share holders to vote the same way to pass a resolution etc (unlike now)
The share in 2016 and 2018 were alloted to Ian and Janet Fulton. They were not made available to anyone else.

[HuddsTigers]

The shares were spread out more evenly then, no-one had overall control. (unlike now) It needed a number of share holders to vote the same way to pass a resolution etc (unlike now)
The share in 2016 and 2018 were alloted to Ian and Janet Fulton. They were not made available to anyone else.

But by and large JF/IF and JF have had the largest shareholdings historically so given that was the case, surely while questions could be asked, they still could control the club as they do now?

Were votes determined on % split of shares in the room on the day or % of total shares issued? And is it 51% for a majority or was it higher like 66%?