Clarification from Paul Barber on Dick Knight Selling his shares

[Giraffe]

Questions put forward followed by Paul Barber's answers:

1) Does the shareholders agreement of the company say that Dick Knight must first offer his shares for sale to existing shareholders first?
Yes. Under the club’s articles of association, shareholders must notify the club of any intention to sell their shares and then allow the club 28 days in which to respond.

2) If 1) is true then has this happened, and if so why have the existing shareholders decided not to take this offer up?
The club only learned of Dick’s wish to sell his remaining shares from his Argus newspaper interview this morning. To date, we’ve not heard anything formally from Dick.

3) Was the club aware of Dick Knight’s intention to sell his share and announce it today?
No.

4) In the event that Dick Knight sells his shares to whoever he wants, this is likely to be to 100-1000 supporters, what rights will this bestow on the new shareholders?
Each share has a proportional voting right. There are millions of shares in circulation, the vast majority of which are held by Tony Bloom. Dick owns a very small percentage.

5) What rights attach to the shares that Dick Knight is selling?
There are no specific rights beyond the usual basic voting and AGM attendance rights.

6) Will a large number of shareholders increase the administrative burden for the club and make meeting FFP rules harder?
To date, we’ve not heard anything formally from Dick, so it’s obviously difficult for us to comment any further on any practicalities until we do.

Oh dear Dick.

 

[seagullsovergrimsby]

A friend of mine emailed him some questions on it.

 

[Giraffe]

Yeh I know

 

[The Sock of Poskett]

Hmmm. He may be an Albion legend, but I'm not sure Dick has really thought this through, has he?
Even if it's primarily a book-selling marketing move, I can't think VAST amounts of extra books will be sold by doing it. Many Albion fans would be picking up a copy or popping it on their Christmas list regardless.

 

[Kalimantan Gull]

One bloke replies to an email, he goes up in your estimations. Another bloke saves our football club and then completely relinquishes his shares, first to get the stadium built and then to help the fans have a voice. He goes down in your estimations.

 

[HAILSHAM SEAGULL]

Looks like a massive own goal

 

[El Presidente]

Yeh I know

Well done 'friend'

Looks as if there are no pre-emption rights then by the sounds of it. However the club could possibly claim that the sale of the share are not in the best interests of the club, if the intention is to create an unnecessary administrative burden (personally I don't think this is the case, as the club seems happy enough to send out emails every week to anyone who has ever sung GOSBTS), and possibly cancel the shares. Would be an interesting legal argument.

 

[El Presidente]

Yeh I know

Well done 'friend'

Looks as if there are no pre-emption rights then by the sounds of it. However the club could possibly claim that the sale of the share are not in the best interests of the club, if the intention is to create an unnecessary administrative burden (personally I don't think this is the case, as the club seems happy enough to send out emails every week to anyone who has ever sung GOSBTS), and possibly cancel the shares. Would be an interesting legal argument.

 

[Goldstone1976]

I'm not sure Dick has really thought this through, has he?

Oh, I'd say there's a good chance he's thought it through very carefully indeed. It's hard to think of a well-intentioned motive that would involve going public without first going through the club as required by the Articles.

 

[Goldstone1976]

Looks as if there are no pre-emption rights then by the sounds of it.

Not sure that you can draw this conclusion from PB's reply. The 28 days required by the Articles may be to allow the club to canvass existing shareholders.

 

[Sompting_Seagull]

I'm not sure Dick has really thought this through, has he?

For a man who made his success through advertising, you would hope so...

 

[Springal]

I'm starting to feel sorry for Dick. Is he losing the plot or what? Attempting one last payday before retiring ?

 

[vegster]

I think Dick's phone is going to pretty hot in the next few days

 

[Ernest]

I told you BUT nobody EVER listened when I told you he was a wrong 'un

 

[portlock seagull]

One bloke replies to an email, he goes up in your estimations. Another bloke saves our football club and then completely relinquishes his shares, first to get the stadium built and then to help the fans have a voice. He goes down in your estimations.

Nail.head. I love tony bloom but I love dick knight as much, if not more. Chicken and egg. There'd be no tony bloom to the rescue if wasn't for dicks intervention a decade plus before. Sort of like a brilliant double save, the first from dick, second from tony. Without both we'd have conceded the club in all probability.

Anyway, I would say this as owner of the DK flag I respect the man enough to have made a flag out of him. Makes me an uber fan...ask not what your club do for you, but what you can do for your club this flag has inspired scores of Albion players, likely as not it's responsible for many of the last minute goals Really, I shouldn't have to pay for this book, I mean we should be on first name terms and I get a free copy...

 

[portlock seagull]

I told you BUT nobody EVER listened when I told you he was a wrong 'un

When? When did you ever say this?!!

 

[windy]

1) Does the shareholders agreement of the company say that Dick Knight must first offer his shares for sale to existing shareholders first?
Yes. Under the club’s articles of association, shareholders must notify the club of any intention to sell their shares and then allow the club 28 days in which to respond.
2) If 1) is true then has this happened, and if so why have the existing shareholders decided not to take this offer up? The club only learned of Dick’s wish to sell his remaining shares from his Argus newspaper interview this morning. To date, we’ve not heard anything formally from Dick.
3) Was the club aware of Dick Knight’s intention to sell his share and announce it today? No.
4) In the event that Dick Knight sells his shares to whoever he wants, this is likely to be to 100-1000 supporters, what rights will this bestow on the new shareholders? Each share has a proportional voting right. There are millions of shares in circulation, the vast majority of which are held by Tony Bloom. Dick owns a very small percentage.
5) What rights attach to the shares that Dick Knight is selling? There are no specific rights beyond the usual basic voting and AGM attendance rights.
6) Will a large number of shareholders increase the administrative burden for the club and make meeting FFP rules harder? To date, we’ve not heard anything formally from Dick, so it’s obviously difficult for us to comment any further on any practicalities until we do.

Oh dear Dick.[/QUOTE]

 

[windy]

What the feck is going on with our club now !!!!

 

[Hamilton]

And the question you didn't ask but should have...

Does the club support the idea of fans owning some shares so that no one individual owns the club?

 

[Springal]

And the question you didn't ask but should have...

Does the club support the idea of fans owning some shares so that no one individual owns the club?

That is never going to happen is it.