Articles of Association ammendment / special resolution

[Michael Morris]

Anyone else get a letter today from the club about a Special Resolution to amend the Articles of Association?

Any idea what it means.

[Feedback]

Re: Articles of Association ammendment / special resolution

Anyone else get a letter today from the club about a Special Resolution to amend the Articles of Association?

Any idea what it means.

it means if vincent tan votes for the resolution, the way the company behind the club is run will change.

[Canton Kev]

Re: Articles of Association ammendment / special resolution

it means if vincent tan votes for the resolution, the way the company behind the club is run will change.

How's that likely to affect us? Don't suppose we're about to get a £300m cash injection into our transfer budget either way.

[Ninian1962]

Re: Articles of Association ammendment / special resolution

Anyone else get a letter today from the club about a Special Resolution to amend the Articles of Association?

Any idea what it means.

The Trust haven`t received this letter.

Could you please post a scanned copy on the board for comment

Thanks

Keith

[Michael Morris]

Re: Articles of Association ammendment / special resolution

Will Do. Just need to resize them.

[Ninian1962]

Re: Articles of Association ammendment / special resolution

Will Do. Just need to resize them.

Cheers

[Michael Morris]

Re: Articles of Association ammendment / special resolution

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[Ninian1962]

Re: Articles of Association ammendment / special resolution

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On the face of it seems a bit weird and certainly worthy of explanation by the club to shareholders as to why the resolution should be agreed by existing shareholders. The notice just asks shareholders to vote on it without any such explanation but, then again, it will be passed anyway because of the overwhelming majority of shares Vincent Tan holds.

The resolution would give the directors the power to block any transfer of existing shares to anyone who does not pass the EFL Owner and Directors Test and be confirmed as complying by the EFL but why would they want to? Restricts who Vincent Tan can transfer his shares to so why would he want to impose that restriction on himself?

Certainly needs to club to explain the shy and wherefore to other shareholders but i suspect that they will regard their views as unimportant

[Eric the Half a Bee]

Re: Articles of Association ammendment / special resolution

On the face of it seems a bit weird and certainly worthy of explanation by the club to shareholders as to why the resolution should be agreed by existing shareholders. The notice just asks shareholders to vote on it without any such explanation but, then again, it will be passed anyway because of the overwhelming majority of shares Vincent Tan holds.

The resolution would give the directors the power to block any transfer of existing shares to anyone who does not pass the EFL Owner and Directors Test and be confirmed as complying by the EFL but why would they want to? Restricts who Vincent Tan can transfer his shares to so why would he want to impose that restriction on himself?

Certainly needs to club to explain the shy and wherefore to other shareholders but i suspect that they will regard their views as unimportant

Would Tan only want to transfer shares to whoever he wanted in any case, so it would hardly be an issue to him?

[jon1959]

Re: Articles of Association ammendment / special resolution

On the face of it seems a bit weird and certainly worthy of explanation by the club to shareholders as to why the resolution should be agreed by existing shareholders. The notice just asks shareholders to vote on it without any such explanation but, then again, it will be passed anyway because of the overwhelming majority of shares Vincent Tan holds.

The resolution would give the directors the power to block any transfer of existing shares to anyone who does not pass the EFL Owner and Directors Test and be confirmed as complying by the EFL but why would they want to? Restricts who Vincent Tan can transfer his shares to so why would he want to impose that restriction on himself?

Certainly needs to club to explain the shy and wherefore to other shareholders but i suspect that they will regard their views as unimportant

On the face of it the resolution appears to be 'a good thing' - even if it is hard to understand why the club/Tan would want to adopt this restriction, and annoying that there is (again) no explanation.

But enough of that. What do you think of Mike's kitchen work surfaces? Got to say, I'm impressed!

[Tuerto]

Re: Articles of Association ammendment / special resolution

On the face of it the resolution appears to be 'a good thing' - even if it is hard to understand why the club/Tan would want to adopt this restriction, and annoying that there is (again) no explanation.

But enough of that. What do you think of Mike's kitchen work surfaces? Got to say, I'm impressed!

:hehe:

[JumpersforGoalposts]

Re: Articles of Association ammendment / special resolution

I'd suggest that the intention is to protect the club from an untenable position should Vincent Tan sell his shares to someone who fails the tests set out, although I'd imagine that he would insert the same provisions in any sale agreement document anyway.

[Ninian1962]

Re: Articles of Association ammendment / special resolution

I'd suggest that the intention is to protect the club from an untenable position should Vincent Tan sell his shares to someone who fails the tests set out, although I'd imagine that he would insert the same provisions in any sale agreement document anyway.

But the directors wouldn't dare put forward a resolution that restricts Vincent Tan`s actions and he will have to vote it through anyway.

Other shareholders such as Michael Isaac would be restricted if he wanted to transfer his shares (is this the reason?) but his shareholding is so small now that it wouldn`t have any adverse impact on VTs control of the club

[The Hooded Claw]

Re: Articles of Association ammendment / special resolution

I wonder if it’s so that in the event of a sale of the club, Tan can make it so that the existing minority shareholders have to sell to him for subsequent resale to a new investor (who would be expected to pass the test) or directly to the new investor rather than another minority shareholder.
Therefore is it possible that the club might be subject to a full or partial sale in the near future?
Nice kitchen, by the way.

[JumpersforGoalposts]

Re: Articles of Association ammendment / special resolution

But the directors wouldn't dare put forward a resolution that restricts Vincent Tan`s actions and he will have to vote it through anyway.

Other shareholders such as Michael Isaac would be restricted if he wanted to transfer his shares (is this the reason?) but his shareholding is so small now that it wouldn`t have any adverse impact on VTs control of the club

I'm sure this would only be put forward with Vincent Tan's agreement, for the reasons I've suggested. The restrictions set out would not be relevant to any minority shareholders.