Clarification from Paul Barber on Dick Knight Selling his shares

[Kalimantan Gull]

Some of the negativity on this board never ceases to amaze me even though it is often the same left wing sorts. I met and listened to DK tonight in Bugs Hill and frankly I do not believe this true fan has ever done anything that isn't with the club and fans at heart. Sure, he is including an opportunity in his book to buy a few shares if you can justify that you are a true fan. But so what? It's an original idea and a wonderful gesture to make it easy to have a share in the club and a say at meetings for minimal cost and he should be applauded not derided. After all it's only £1. He hardly needs the money and the book and his anecdotes are fascinating. He saved our club whether some 'fans' like it or not, so lets not question his motives re the shares and just enjoy the read.

I agree with everything you say. However I am very much a left-wing sort, so that bit confuses me.

 

[Thunder Bolt]

Does this post make any sense?

It does if you remember that Bens Grandad was very friendly with Greg Stanley.

 

[Super Steve Earle]

Have you read this thread? It's likely that the current shareholders would want to buy any shares that he's selling, meaning that we can't buy them, so it's not necessarily a wonderful gesture.

Of course I've read it. It's equally likely that TB has already been approached as the major shareholder and has declined the opportunity to buy a few extra shares. Dick is a marketing man and won't want the marketing own goal of this gesture backfiring. Its aimed at the fan who wants one share or a hundred and puts a framed certificate on the wall or with his or her 83 Cup Final tickets and other memorabilia. I'm sure you will find existing shareholders have already agreed it if legally required.

 

[Super Steve Earle]

I agree with everything you say. However I am very much a left-wing sort, so that bit confuses me.

Sorry, it was probably a bit of a generalisation.

 

[drew]

What are you on about, Bloom got his 90% share for spending £100m on a stadium, and we get an academy thrown in as well, what's the problem?

What's it got to do with Bloom's 90%? DK could have sold, for example, half his shares to fans at the same time and that would have no bearing on the funding of the stadiium.

Of course he can - he wants to offer the shares to fans at £1 each but has to first offer them to other shareholders - if any of them offer to buy them then he withdraws them from sale - what has effectively happened in that case is that the other shareholders have blocked the sale to fans.

That's assuming that he can withdraw them from sale once he has made it clear he wants to sell. There are rules and regulations in place. For example, on a takeover, once you have bought a percentage of shares then you are required to offer to buy the remaining shares from the other shareholders, whether or not you want 100%. Equally once you have bought a percentage (somewhere around 29/30% I think) you are required to make a formal takeover bid.

Some of the negativity on this board never ceases to amaze me even though it is often the same left wing sorts. I met and listened to DK tonight in Bugs Hill and frankly I do not believe this true fan has ever done anything that isn't with the club and fans at heart. Sure, he is including an opportunity in his book to buy a few shares if you can justify that you are a true fan. But so what? It's an original idea and a wonderful gesture to make it easy to have a share in the club and a say at meetings for minimal cost and he should be applauded not derided. After all it's only £1. He hardly needs the money and the book and his anecdotes are fascinating. He saved our club whether some 'fans' like it or not, so lets not question his motives re the shares and just enjoy the read.

I think the point is why wait until you are releasing a book to make this offer! I'm sure he has always had the interests of the club at heart but a few fans owning a very small amount of shares isn't really going to change much other than mean there will be a bigger AGM each year. The voice of that minority group of shareholders is going to have no influence on board decisions as they won't have a vote in them. They can make as much noise at an AGM as they like but it won't mean they represent the fanbase, just themselves.

It does if you remember that Bens Grandad was very friendly with Greg Stanley.

That I didn't know!

 

[Westdene Seagull]

That's assuming that he can withdraw them from sale once he has made it clear he wants to sell. There are rules and regulations in place. For example, on a takeover, once you have bought a percentage of shares then you are required to offer to buy the remaining shares from the other shareholders, whether or not you want 100%. Equally once you have bought a percentage (somewhere around 29/30% I think) you are required to make a formal takeover bid.

This only applies to listed companies. The Articles of Association control the rules for limited companies and apart from a handful of very basic rules it's up to the founding Directors what is in those AoA. I never seen a set of AoA that contain the condition that the offer of shares can't be withdrawn.

 

[Hotchilidog]

Once again the HMS NSC sets sail for a storm in a teacup. Seriously given the non-existent value of these shares in voting terms what is the fuss about?

Dick Knight has a book to sell, he's not entirely happy with the way things panned out for him in the end, well so what? You can take offence if you want to you, but you really have to WANT to be offended to do so. Is there no topic we cannot manufacture some sort of outrage about?

 

[attila]

Some of the negativity on this board never ceases to amaze me even though it is often the same left wing sorts. I met and listened to DK tonight in Bugs Hill and frankly I do not believe this true fan has ever done anything that isn't with the club and fans at heart. Sure, he is including an opportunity in his book to buy a few shares if you can justify that you are a true fan. But so what? It's an original idea and a wonderful gesture to make it easy to have a share in the club and a say at meetings for minimal cost and he should be applauded not derided. After all it's only £1. He hardly needs the money and the book and his anecdotes are fascinating. He saved our club whether some 'fans' like it or not, so lets not question his motives re the shares and just enjoy the read.

Actually, I think you'd find that if you divided up the pros and antis as far as this initiative by Dick is concerned, you'd find that in the main the left wingers (in an ideal world we'd like football clubs to be owned by fans and run democratically, not by one individual regardless of money source/motivation/actions) would support Dick's initiative, whereas the right wingers (who tend towards the idea that money is what counts, that if you have loads good on you as long as you got it from a 'legal' source, regardless of how that impacted on others, and how you spend it is your business) would be against it. At least that's how it seems to me, and seems to read on this board, from the amount I have managed to plough through in the middle of an extremely beer sodden tour of Germany.......Oh, and I really don't think Dick needs the money, by the way
Incidentally, for a bit of light relief, I was shown this by a member of the loudest support band I have ever had the other night. It's quite amusing. Even if silly quizzes are unfashionable on NSC right now. I got 15 right, but then thanks to Bomber I do know the words to 'Posessed' by Venom...
http://ikeaordeath.com/

 

[Creaky]

That's assuming that he can withdraw them from sale once he has made it clear he wants to sell. There are rules and regulations in place. For example, on a takeover, once you have bought a percentage of shares then you are required to offer to buy the remaining shares from the other shareholders, whether or not you want 100%. Equally once you have bought a percentage (somewhere around 29/30% I think) you are required to make a formal takeover bid.

That I didn't know!

Those rules apply to publicly quoted companies - BHA Holdings are a private company - in any case the number of shares in question fall far short of any quota.

 

[Not Andy Naylor]

Of course I've read it. It's equally likely that TB has already been approached as the major shareholder and has declined the opportunity to buy a few extra shares.

I wouldn't be at all surprised at that.

 

[Goldstone1976]

Something occurred to me on my 3am trip to the fridge for a glass of R White's lemonade (other brands are available. But they're not as iconic).

PB has confirmed that all shareholders have to inform the club of their intention to sell their shares and give the club 28 days to respond. Now, I haven't got my copy of the book yet (Gee, thanks Amazon), but the words that people have used here to describe the form talk about it being an "expression of interest" form.

If that's correct (can anyone confirm what the actual words are please?), then it's most likely that DK has not yet "offered" the shares to the fans in the legal sense of the word. He's simply gauging interest in whether anyone would want to buy the shares at a suggested price. Having assessed demand, he can then inform the club of his desire to sell x shares at y price (where y currently = £1), thereby staying within the rules of the Articles.

Actually, as I think about it further, he can't possibly have "offered" to have sold his shares currently because he's said he's going to carry out a vetting process on the applications to assess who is a worthy enough Albion fan to receive some.

Thus, in English contract law - this is an "invitation to treat", not an "offer" that DK has put before the fans.

Of course, it does rather depend on the precise wording that has been used (as does every legal document); but my guess (to be confirmed when my copy does finally arrive) is that currently DK is NOT is breach of the Articles. He would be if he received applications from fans and then said to them "OK, you can have some; where's your money?" before giving the club the opportunity to respond to his wish to sell them.

Naturally, the press, who generally know little about contract and company law (and care still less), have reported it widely as DK offering to sell shares to the fans, which in a normal usage of the word "offer" he has done.

Smart. Very smart. Sneaky too.

Anybody who understands these things, specifically the difference between an invitation to treat and an offer, read the book/form yet? Care to comment?

 

[Westdene Seagull]

Something occurred to me on my 3am trip to the fridge for a glass of R White's lemonade (other brands are available. But they're not as iconic).

PB has confirmed that all shareholders have to inform the club of their intention to sell their shares and give the club 28 days to respond. Now, I haven't got my copy of the book yet (Gee, thanks Amazon), but the words that people have used here to describe the form talk about it being an "expression of interest" form.

If that's correct (can anyone confirm what the actual words are please?), then it's most likely that DK has not yet "offered" the shares to the fans in the legal sense of the word. He's simply gauging interest in whether anyone would be want to buy the shares at a suggested price. Having assessed demand, he can then inform the club of his desire to sell x shares at y price (where y currently = £1), thereby staying within the rules of the Articles.

Actually, as I think about it further, he can't possibly have "offered" to have sold his shares currently because he's said he's going to carry out a vetting process on the applications to assess who is a worthy enough Albion fan to receive some.

Thus, in English contract law - this is an "invitation to treat", not an "offer" that DK has put before the fans.

Of course, it does rather depend on the precise wording that has been used (as does every legal document); but my guess (to be confirmed when my copy does finally arrive) is that currently DK is NOT is breach of the Articles. He would be if he received applications from fans and then said to them "OK, you can have some; where's your money?" before giving the club the opportunity to respond to his wish to sell them.

Naturally, the press, who generally know little about contract and company law (and care still less), have reported it widely as DK offering to sell shares to the fans, which in a normal usage of the word "offer" he has done.

Smart. Very smart. Sneaky too.

Anybody who understands these things, specifically the difference between and invitation to treat and an offer, read the book/form yet? Care to comment?

Like you, this is my thinking. Also like you my copy hasn't arrived yet so I can't check the wording !

 

[Biscuit]

I'm embarrassed by this thread. Truly embarrassed.

The idea that DK wants to sell his book with PR - ridiculous

The question of why DK didn't hand shares to fans before - ridiculous (take a look at the Amex, it wouldn't be there otherwise).

The idea that DK is being disloyal to the club - ridiculous (this is a guy that put his livelihood on the line when we were about to go down whilst other Sussex millionaires looked on - and I'm not talking about TB)

The suggestion that it's somehow a bad idea to want fan representation at AGMs - ridiculous

The idea that the sun shines out of TB's backside - ridiculous

The idea that the sun shines out of DK's backside - ridiculous

The suggestion that we have fans on the board already - ridiculous

The idea that we don't have people on the board that have the Albion's interests at heart - ridiculous

This is about one man who has put his heart and soul into the Albion standing up and saying "now that I've done my time at the Albion and I can't control the clubs destiny, I want to do something, no matter how small, to make sure that fans are able to hold the club to account and demand transparency" this is the same transparency we never had in 1984.

I trust TB, but I know next to nothing about him. I knew about DK.

Now, let's get behind TB, let's see if we can get some representation (it's not as if we'll have casting votes) and let's take the club forward responsibly.

What a superb post. It sums up my feelings completely. Everybody needs to take a step back here and have a look at what is actually happening against how it's being reported/debated.

 

[Giraffe]

Like you, this is my thinking. Also like you my copy hasn't arrived yet so I can't check the wording !

Here you go.

 

[Not Andy Naylor]

Everybody needs to take a step back here and have a look at what is actually happening against how it's being reported/debated.

Meanwhile, the anti-DK lobby continue to talk about his book and the share business. Given that there's no such thing as bad publicity - as any marketing man knows - I'm sure Dick is grateful to everyone for keeping the debate alive.

 

[B.W.]

Dick Knight is a hero - he was the leader of many who worked extremely hard to save the club (including many on here, I'm sure - I even played a bit part).

This seems like a great idea to me - fan representation, whatever the strength of that representation, is something that I support. A great (probably) final gesture by Dick.

He hung on too long as chairman IMHO, and the fact that he's still whining about Tony's takeover annoys me a little bit, but Dick still played the major role in saving our club, so hey ho.

Looking at the attached form, it seems he hasn't done anything wrong yet with this gesture.

Thank you again Dick for saving the club, and good luck with the book and share sales - you deserve a success on both counts. I've purchased and can't wait to receive the book, and will be buying the shares.

The anti's on here need a history lesson.

 

[Goldstone1976]

Here you go.

Thanks!

Yep, I'm certain that's an invitation to treat, not an offer. The only way it could possibly be an "offer" is if there are some words in the text of the book that make it clear it's an offer rather than an invitation to treat. Which, given the wording on the form, I highly doubt. Although it's written in informal language, make no mistake. That has been very carefully drafted!

For those not interested in an explanation, stop reading now!

Consider going shopping for a can of beans at your supermarket/corner shop of choice:

You see a can of beans on the shelf with a price tag. This is the shop saying "Are you interested in these delicious beans? If you are, they'll cost you £1" (I thought that had a nicely topical sound to it). This is an invitation to treat.

You take said produce to the checkout and give it to the checkout person. This is an "offer" to purchase the beans at the price on the price tag.

The checkout person scans it. Two things can now happen:

a) The price that comes up on the till is the same as the price tag price. This is the shop "accepting" your offer to purchase the beans.
b) The price that comes up is different to the price on the price tag. This is the shop making a "counter offer". You, the shopper, can decline to accept the counter offer (and leave the shop in a huff, if you so desire).

If you decide to complete the transaction, you hand over the required amount of money. This is the "consideration" and at the point the money changes hands the contract has been struck.

Not all contracts require an invitation to treat, though many do in fact have this stage. Very, very many people confuse or merge "invitation to treat" and "offer", or simply know nothing about the "invitation to treat" stage.

 

[Westdene Seagull]

Not all contracts require an invitation to treat, though many do in fact have this stage. Very, very many people confuse or merge "invitation to treat" and "offer", or simply know nothing about the "invitation to treat" stage.

And many many people believe that the price displayed at the "invitation to treat" stage in binding on the seller - it's not.

Good explanation

 

[Kalimantan Gull]

Something occurred to me on my 3am trip to the fridge for a glass of R White's lemonade (other brands are available. But they're not as iconic).

PB has confirmed that all shareholders have to inform the club of their intention to sell their shares and give the club 28 days to respond. Now, I haven't got my copy of the book yet (Gee, thanks Amazon), but the words that people have used here to describe the form talk about it being an "expression of interest" form.

If that's correct (can anyone confirm what the actual words are please?), then it's most likely that DK has not yet "offered" the shares to the fans in the legal sense of the word. He's simply gauging interest in whether anyone would want to buy the shares at a suggested price. Having assessed demand, he can then inform the club of his desire to sell x shares at y price (where y currently = £1), thereby staying within the rules of the Articles.

Actually, as I think about it further, he can't possibly have "offered" to have sold his shares currently because he's said he's going to carry out a vetting process on the applications to assess who is a worthy enough Albion fan to receive some.

Thus, in English contract law - this is an "invitation to treat", not an "offer" that DK has put before the fans.

Of course, it does rather depend on the precise wording that has been used (as does every legal document); but my guess (to be confirmed when my copy does finally arrive) is that currently DK is NOT is breach of the Articles. He would be if he received applications from fans and then said to them "OK, you can have some; where's your money?" before giving the club the opportunity to respond to his wish to sell them.

Naturally, the press, who generally know little about contract and company law (and care still less), have reported it widely as DK offering to sell shares to the fans, which in a normal usage of the word "offer" he has done.

Smart. Very smart. Sneaky too.

Anybody who understands these things, specifically the difference between an invitation to treat and an offer, read the book/form yet? Care to comment?

Um, this was painfully obvious two days ago, so much so that I didn't bother making the same point. But at least you're snuffing out one angle of criticism

 

[Tooting Gull]

The whole thing is a bit unedifying.

It's taken us six months to shake off a total shambles of a summer, I don't want any more side-issue and ego-led nonsense around the club and nor should anyone who truly has the club's interests at heart. And that includes TB, DK and PB.