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FOH named preferred bidder


tartofmidlothian

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The whole point in the fan ownership vehicle is that they don't want 'investors' and they just want pledgers.

 

I guess the difference would be investors are looking for a return on their money while pledgers just give their money to help and be part of the club.

 

Regarding what would happen should the club be sold after Fanco has taken control. My guess I that the possibility for sale would be put to the members on a 1 vote each basis. If they got the required % then the club would be sold. Nobody would get any money and everything would just be put into the club.

 

I guess that could leave us vulnerable to people trying to pick the club up with wild promises however most likely we will just always be fan owners in the future.

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Guys. As the FoH are in negotiations to buy the club I can understand that they are keeping some information to themselves. Ie not showing their cards.

 

When the CVA is agreed I'm sure more information will be avalibal. If the terms of the BIDCO loan and transfer of ownership to FANCO is not what we are expecting then we can just cancel our pledges. Simple.

 

BIDCO need to keep the pledgers happy to get their money back. So transparency is in their interest.

 

 

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The pledge scheme by definition is not meant for people with six figure sums to invest.

That is for the vast majority of the fans, or is that too hard to grasp.

 

These potential six figure investors not pledging dont really exist except in your mind.

If you have a six figure sum then approach FoH directly. There would be a point.

 

You are creating an argument now for the sake of it.

Fan ownership for hearts isn't about those with six figures to invest, go west young man, go west.

 

 

I am not going to say much more because Davie Geoff and you don't see it and there could be people reading this that ken the score.

I will leave you with this to ponder.

Any investment of ?1 is welcome whether its from a wealthy investor or Joe Public.

However it could theoretically have a value of at least ?2 which could be sold to the masses as a good investment.

So take it and take it in as many numbers as possible.

But ensure your hard earned cash is transferable

Your family would have a nice legacy to be proud of to be handed down though the next 100 years.

The value of that legacy is not important, as you suggest ,but

Whose to say that Hearts will not be the next Dortmund or Wolfsberg

The City has the profile and capacity.

Now think if there were 25,000 investor/ members and you want to put some quality on the park ( for argument 4 x ?12500 per week players).

We all might be tempted to find another ?4 per month as a player levy.

Think what team another ?20 / month would buy.

Now Think if there were 50,000 investors / Members ( you might laugh but what is the ratio of Wolfsberg population to membership ?)

Then we are competing in Europe

Hearts could be the cult team.

Back from the dead 15 points in adversity having to play the youngsters

That's how Man Utd became the team that everyone wanted to support after the Air crash it was not because they were good.

Make Hearts the team that the world wants to support and be a part of.

It's all doable with good marketing.

How many people play fantasy League

Make Hearts the world fantasy league team

The friends out West could struggle and the hobos would just throw in the towel.

Now that's enough dreaming from me it's time to get up for work but I'll be making that appointment with Ian all the same.

Mon the Hearts !!!!

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I think you are right Boris. The FoH Board and the Hearts Board will be different, with the latter being paid professionals, elected to their positions by shareholders at an AGM. If FoH have the majority of the shares, it is likely that the way they vote will decide any outcome, rather like previously with UBIG/UKIO. As members of FoH, I suspect we will vote on how they should vote, with the majority decison being followed by FoH. It will be the elected Hearts Board that will make the decisions, and if we do not like them, we will get the opportunity to vote out the Board at the next AGM, or possibly an EGM, via our FoH membership, or directly at the AGM/EGM, if like me, you own shares in your own right.

 

I also could be wrong, but pledging to FoH does not, and will not, make you a shareholder, at least not directly. I have still happily pledged though and hope more do so.

 

I think some people are unfairly getting a rough time on here.

 

The above was my latest understanding, but I think this may have changed.

 

When FoH first announced they had a mystery backer (who is a white knight if sorts, though as some have said, we are the real white knights), I got the impression that the backer would 'lend' the money (and possibly be within FoH - though FoH did not say this), but FoH would still own the purchased shares outright from the start. My understanding explained above would fit in with that.

 

Now, I get the impression that BidCo will own the club, so the above would not fit in, as FoH will not own the club, not initially anyway, so

 

1. How will shares be transferred to FoH? Will it be transferred in a one go or will it be dripfed?

 

2. How will BidCo vote at the Hearts AGM? Will they vote the way they want or the way FoH direct them to?

 

3. Are BidCo members also FoH members, and if so, will they automatically be entitled to a place on the FoH Board? Will one member one vote still apply to them?

 

The answers will not put me off pledging, but it would be good to know at some point.

 

The goal posts have moved, so it is unfair to criticise those who highlight this. For me, if it increases the chances of a CVA being agreed. then without doubt, I am glad they have moved. Don't pretend they haven't though. If we make it clear why they have moved and they have moved for the better, more even people might pledge.

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In terms of law it's a "Community Interest Company".

 

Defined by https://www.gov.uk/set-up-a-social-enterprise as "A CIC is a special type of limited company which exists to benefit the community rather than private shareholders."

 

You could say it's half way between a charity and a normal company. It doesn't really fit into either category

 

Given that most football clubs are "not for profit" in practice more of them should be on paper.

 

Thanks for that. Interesting.

 

Sent from my GT-I9300 using Tapatalk 4

 

 

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I struggle to understand how anyone -

 

A- Had not already grasped that this was how the CVA would be funded given that this has been implied by FOH for months.

 

B- Worked out that this is an interest FREE loan from wealthy Hearts fans who have the same goal as everyone on JKB and want nothing in return bar their money back over X years.

 

C - That once the interest loan is paid back that those who have helped pay it back via pledges will own the club.

 

FFS if we pull this off it is the deal of the century in the current financial climate. Pledge and we will have a club to support,don't pledge and at best we have a Newco in the 4th tier of Scottish football.

 

Every financial investment carries a risk but few come with the upside that they can supply you with the best days of your life.

 

I would have signed up to pay ?20 a month for the rest of my life to anyone just to witness the 19th of May for zero return. The return is that we have a team to support and the chance to embarrass the wee team forever more.

 

Rant over............

 

 

Very much this.

 

Sent from my GT-I9300 using Tapatalk 4

 

 

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Very much this.

 

Sent from my GT-I9300 using Tapatalk 4

 

The loan appears not to be interest free - but still a cracking deal (based on what information has been made public).

 

All good still though, I think.

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stick to pretending to be Andy driver's old man

 

You mean he's not?! I assumed that was why he had so much spare cash knocking about!

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I think some people are unfairly getting a rough time on here.

 

The above was my latest understanding, but I think this may have changed.

 

When FoH first announced they had a mystery backer (who is a white knight if sorts, though as some have said, we are the real white knights), I got the impression that the backer would 'lend' the money (and possibly be within FoH - though FoH did not say this), but FoH would still own the purchased shares outright from the start. My understanding explained above would fit in with that.

 

Now, I get the impression that BidCo will own the club, so the above would not fit in, as FoH will not own the club, not initially anyway, so

 

1. How will shares be transferred to FoH? Will it be transferred in a one go or will it be dripfed?

 

2. How will BidCo vote at the Hearts AGM? Will they vote the way they want or the way FoH direct them to?

 

3. Are BidCo members also FoH members, and if so, will they automatically be entitled to a place on the FoH Board? Will one member one vote still apply to them?

 

The answers will not put me off pledging, but it would be good to know at some point.

 

The goal posts have moved, so it is unfair to criticise those who highlight this. For me, if it increases the chances of a CVA being agreed. then without doubt, I am glad they have moved. Don't pretend they haven't though. If we make it clear why they have moved and they have moved for the better, more even people might pledge.

Good post.
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The loan appears not to be interest free - but still a cracking deal (based on what information has been made public).

 

All good still though, I think.

 

You can stick another month or two on the time it's going to take to pay this off then

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kingantti1874

The only people being harshly treated are those who have not picked at every single aspect of the FoH bid on every single thread, the only credible bid and the only hope we have for the salvation of HMFC, questions are of course welcome but they have to be sensible consistent and recognise the process.. Those getting a hard time have nitpicking / borderline trolling...

 

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I think some people are unfairly getting a rough time on here.

 

The above was my latest understanding, but I think this may have changed.

 

When FoH first announced they had a mystery backer (who is a white knight if sorts, though as some have said, we are the real white knights), I got the impression that the backer would 'lend' the money (and possibly be within FoH - though FoH did not say this), but FoH would still own the purchased shares outright from the start. My understanding explained above would fit in with that.

 

Now, I get the impression that BidCo will own the club, so the above would not fit in, as FoH will not own the club, not initially anyway, so

 

1. How will shares be transferred to FoH? Will it be transferred in a one go or will it be dripfed?

 

2. How will BidCo vote at the Hearts AGM? Will they vote the way they want or the way FoH direct them to?

 

3. Are BidCo members also FoH members, and if so, will they automatically be entitled to a place on the FoH Board? Will one member one vote still apply to them?

 

The answers will not put me off pledging, but it would be good to know at some point.

 

The goal posts have moved, so it is unfair to criticise those who highlight this. For me, if it increases the chances of a CVA being agreed. then without doubt, I am glad they have moved. Don't pretend they haven't though. If we make it clear why they have moved and they have moved for the better, more even people might pledge.

- this post gets to the nub of the present position. I'm not specifically complaining, just that many MAY complain at some future point if the FOH are not actually owners

and FOH pledgers are paying back say 5% P/A interest . Again, who can tell.

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The loan appears not to be interest free - but still a cracking deal (based on what information has been made public).

 

All good still though, I think.

 

I would expect the investors to get something out of this. I assumed they would get 100% of their cash back but also get shares in the club as their 'profit'.

 

I would be fine with this!

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kingantti1874

The only people being harshly treated are those who have picked at every single aspect of the FoH bid on every single thread, the only credible bid and the only hope we have for the salvation of HMFC, questions are of course welcome but they have to be sensible consistent and recognise the process.. Those getting a hard time have nitpicking / borderline trolling...

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The bankruptcy administrator of Lithuania's Ukio Bankas, the largest creditor of Hearts, expects a decision on the sale of the Scottish football club to be made by the end of this month.

 

From 15min.lit A lith publication.

 

?The decision should be made during August. We are looking for the best option acceptable to Ukio Bankas' creditors and as favorable as possible to the club,? Gintaras Adomonis told BNS on Monday.

Talks are underway with two potential investors, including a joint bid from the club's fans, he said.

Hearts said in a statement last week that Hearts' administrators had announced that the bid submitted on behalf of the Foundation of Hearts, an association of the club's fans, would be ?preferred bidder? for the club.

However, Adomonis told BNS that he could not confirm this.

?We can't say at the moment that this offer is the best,? he said.

 

 

http://www.15min.lt/en/article/business/administrator-of-lithuania-s-ukio-bankas-expects-decision-hearts-fc-sale-this-month-527-362233

 

Skaitykite daugiau: http://www.15min.lt/en/article/business/administrator-of-lithuania-s-ukio-bankas-expects-decision-hearts-fc-sale-this-month-527-362233#ixzz2cV3BrYxi

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Francis Albert

The only people being harshly treated are those who have not picked at every single aspect of the FoH bid on every single thread, the only credible bid and the only hope we have for the salvation of HMFC, questions are of course welcome but they have to be sensible consistent and recognise the process.. Those getting a hard time have nitpicking / borderline trolling...

I don't feel harshly treated at all and apart from one question in jest (what does "multi-level protection" mean) I haven't asked a single question on this thread.It is precisely because FoH are our only hope that I have some interest in what they say and comment on it. I think it very odd that the big Rangers thread has forensic examination of every twist and turn by every player, but people seem outraged that anyone should even discuss the implications of an FoH statement. (And for the avoidance of doubt I am not comparing the players in the Rangers affair with FoH). Despite the unseeing, unhearing and unspeaking three monkeys approach to the statement ("nothing has changed, nothing to see here, all good news, we knew all this already") it seems to me some things have potentially changed. The club is now to be bought initially by Bidco, not FoH (not a tiny nitpicking detail IMO). The statement clearly says Fanco is controlled by the Foundation and in his interview Murray says Fanco is essentially the Foundation. No such statement is made about Bidco, which by implication is a separate entity not controlled by the Foundation. The statement also reintroduces some old language about the need for a safe transition to financial stability and fan ownership and control over a period of time - the same language that was used when it was proposed elections to the Board would take only place three years after FoH gained control. So the same objective of not letting the lunatics run the asylum too soon looks like it may be achieved by a delay in FoH gaining control and ownership. I have no problem with any of this, and was never all that concerned about "democracy". But it isn't trolling to say what I have said. It is just an attempt to discuss what the statement says and means.
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Guest Bilel Mohsni

 

The bankruptcy administrator of Lithuania's Ukio Bankas, the largest creditor of Hearts, expects a decision on the sale of the Scottish football club to be made by the end of this month.

 

From 15min.lit A lith publication.

 

?The decision should be made during August. We are looking for the best option acceptable to Ukio Bankas' creditors and as favorable as possible to the club,? Gintaras Adomonis told BNS on Monday.

Talks are underway with two potential investors, including a joint bid from the club's fans, he said.

Hearts said in a statement last week that Hearts' administrators had announced that the bid submitted on behalf of the Foundation of Hearts, an association of the club's fans, would be ?preferred bidder? for the club.

However, Adomonis told BNS that he could not confirm this.

?We can't say at the moment that this offer is the best,? he said.

 

 

http://www.15min.lt/en/article/business/administrator-of-lithuania-s-ukio-bankas-expects-decision-hearts-fc-sale-this-month-527-362233

 

Skaitykite daugiau: http://www.15min.lt/en/article/business/administrator-of-lithuania-s-ukio-bankas-expects-decision-hearts-fc-sale-this-month-527-362233#ixzz2cV3BrYxi

 

Curiouser and curiouser... Massone? Jamieson? A N Other?

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The bankruptcy administrator of Lithuania's Ukio Bankas, the largest creditor of Hearts, expects a decision on the sale of the Scottish football club to be made by the end of this month.

 

From 15min.lit A lith publication.

 

?The decision should be made during August. We are looking for the best option acceptable to Ukio Bankas' creditors and as favorable as possible to the club,? Gintaras Adomonis told BNS on Monday.

Talks are underway with two potential investors, including a joint bid from the club's fans, he said.

Hearts said in a statement last week that Hearts' administrators had announced that the bid submitted on behalf of the Foundation of Hearts, an association of the club's fans, would be ?preferred bidder? for the club.

However, Adomonis told BNS that he could not confirm this.

?We can't say at the moment that this offer is the best,? he said.

 

 

http://www.15min.lt/...onth-527-362233

 

Skaitykite daugiau: http://www.15min.lt/...3#ixzz2cV3BrYxi

 

Interesting. I wonder who the other bid is from? Massone still involved?

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Guest Bilel Mohsni

 

 

Interesting. I wonder who the other bid is from? Massone still involved?

 

Worried that the other is someone interested in the land or something equally unpalatable... Wish this would all come to a head soon. :unsure:

 

Could they be a last ditch attempt by UKIO admin to drive up the price?

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Interesting. I wonder who the other bid is from? Massone still involved?

 

Didn't Jameson claim last week that he had put in a bid direct to Ukio

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Geoff Kilpatrick

Sideshow seems to like emailing me but he hasn't said anything about being in the running.

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Buffalo Bill

I've no problem at all with Bidco owning the deeds until Fanco raises enough cash to pay them back. We should be bloody thankful there is a Bidco.

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I think that this is likely just chat. FoH don't have any exclusivity, as far as I'm aware, so if a substantially better offer appeared (and was fully funded etc), then I doubt it would be ignored. I don't see any sign of such an offer appearing at this stage.

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Guest Bilel Mohsni

I've no problem at all with Bidco owning the deeds until Fanco raises enough cash to pay them back. We should be bloody thankful there is a Bidco.

 

This.

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I've no problem at all with Bidco owning the deeds until Fanco raises enough cash to pay them back. We should be bloody thankful there is a Bidco.

 

Indeed. I'd expect something like this so that the lenders can protect their money, but it would be nice if FoH could tell us a bit about how the club will be run in the period before the fans buy out Bidco.

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Guest Bilel Mohsni

Is he allowed to by-pass BDO?

 

No idea. Don't see why not though. Bit embarrassing for BDO to be marginalised, I suppose. I'm not the guy to ask though, mate.

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Geoff Kilpatrick

 

 

Indeed. I'd expect something like this so that the lenders can protect their money, but it would be nice if FoH could tell us a bit about how the club will be run in the period before the fans buy out Bidco.

This. I've no issue incidentally if Bidco run things as they see fit - it is their money after all.

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Exactly they have made money for a reason through successful business ventures, they can now bring this to Hearts particularly as they are not in it for the money.

This. I've no issue incidentally if Bidco run things as they see fit - it is their money after all.

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Tommy Walker

This. I've no issue incidentally if Bidco run things as they see fit - it is their money after all.

 

Geoff,

 

Perhaps an issue is that some fans' money is also in the mix and they may not necessarily want to see "Bidco run things as they see fit"

 

Best

 

TW

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Geoff Kilpatrick

 

 

 

Geoff,

 

Perhaps an issue is that some fans' money is also in the mix and they may not necessarily want to see "Bidco run things as they see fit"

 

Best

 

TW

 

Some fans money was involved with Vlad and that didn't have much impact. :)

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Tommy Walker

Presumably, the members of Bidco will also be pledgers to Fanco.

 

I'm not taking 'sides' on this.

 

Why do you presume that (the members of Bidco will also be pledgers to Fanco) ?

 

It may be a critical presumption / assumption.

 

Best

 

TW

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Barney Rubble

I've no problem at all with Bidco owning the deeds until Fanco raises enough cash to pay them back. We should be bloody thankful there is a Bidco.

 

yep !

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I give to charity on a regular basis and get nothing tangible back. I see my pledge as the same thing really.

 

Sent from my GT-I9300 using Tapatalk 4

 

 

 

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Interesting. I wonder who the other bid is from? Massone still involved?

 

I take it this will be in reference to the Bob Jamieson offer to buy the club for 2.5m without the stadium, leaving the Lithuanian Administrator with Tynecastle to sell afterwards.

They will of course reference this as they might think it gives leaverage to up the FOH bid, but as the foundation have exclusivity agreement with BDO its a non issue at this moment in time.

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I'm not taking 'sides' on this.

 

Why do you presume that (the members of Bidco will also be pledgers to Fanco) ?

 

It may be a critical presumption / assumption.

 

Best

 

TW

It's not intended to be critical; it's really little more than a throwaway thought.

 

The major backers, who will form Bidco, are reputedly Hearts fans. I've absolutely no reason to believe otherwise. On that basis, I'd presume they would be pledgers. I fully admit that my throwaway thought won't stand up to forensic examination, but my apostrophes are spot on. :2thumbsup:

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By the light

I've no issue with the process being done as outlined. How else would the people fronting the loan have any protection? Here's 4 million, just get it back to me when you can....

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I take it this will be in reference to the Bob Jamieson offer to buy the club for 2.5m without the stadium, leaving the Lithuanian Administrator with Tynecastle to sell afterwards.

They will of course reference this as they might think it gives leaverage to up the FOH bid, but as the foundation have exclusivity agreement with BDO its a non issue at this moment in time.

 

The bit in bold is not correct, though I agree that mention of a.n.other may be a red herring, and a negotiating ploy.

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  • by BARRY ANDERSON
     

 

Published on the

20August

2013

12:00

10 comments

 

 

 

[/url]

 

 

 

FOUNDATION OF HEARTS chairman Ian Murray is now 80 per cent confident his group can deliver a Creditors? Voluntary Agreement (CVA) to enable Hearts to exit administration. With the Foundation announced as preferred bidder for the Tynecastle club, Murray believes a CVA is achievable to avoid liquidation and gain control of the club on behalf of fans.

 

?On a scale of one to ten, given a number of things are outwith our control, I?m eight out of ten confident we can deliver a CVA,? he told the Evening News after announcing that the Foundation?s bid is being funded by unnamed Edinburgh-based business investors.

The people involved do not constitute a huge consortium and can be counted on one hand. They are each willing to invest ?large sums? to fund the Foundation?s bid for control of Hearts and will be identified publicly once a CVA is agreed.

?We need to make sure delivering a CVA is possible,? continued Murray. ?The identities of our investors have to come out because there is the fit and proper issue to deal with but it?s right that we go through a proper process. Once a CVA is deliverable, then that will certainly be part of the process.?

Valnetas UAB, administrators for Hearts? biggest creditor, Ukio Bankas, have stated privately that they want ?5 million to agree a CVA. Ukio are owed ?15m by the Edinburgh club, who entered administration in June with combined debts of more than ?28m.

Foundation of Hearts have so far offered less than ?3m for the CVA, but have managed to secure preferred bidder status. ?It?s not a case of meeting their figures. Where we need to get to deliver the CVA has yet to be determined, but our offer is currently on the table,? said Murray. ?The fact we?ve got preferred bidder status shows BDO are comfortable with the people behind our bid.?

Trevor Birch, a senior partner at Hearts? administrators BDO, said: ?With the nominating of Foundation of Hearts (FoH) as preferred bidder and the announcement of its bid structure, FoH has now reached the next stage in the process of Hearts exiting administration. It has been a great achievement by staff, players, management and fans to enable the club get to this stage.

?However, there is still some way to go and we will work with FoH to ensure that the bid produces an acceptable CVA for the creditors. At the moment we cannot put a timescale on the process as a number of negotiations with various parties still need to take place and we are waiting for the appointment of administrators to UBIG to be ratified. However, we can ensure that collectively we make as much progress as possible on our side so we are able to finalise the matter quickly once the opportunity presents itself"

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Tynie-Tempah

ever get the feeling that all the speculation, 2nd guessing and attempted reading between the lines just adds to the frustration and suspense. We go on for pages and pages and ultimately get no where further forward haha.

 

Ohhh the pain. When will it all be over...

 

:gossip: :gossip:

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Watt-Zeefuik

Can one of our enlightened members who keep telling us the fans will own the club after the debt's repaid explain to me what will happen in the event of the club being sold?

 

 

 

 

 

 

 

 

 

No...thought not.

 

:facepalm:

 

Actually, I can, and it's not that hard.

 

If the club gets sold after FoH take control (no idea why that would happen, but let's pretend it did), then FoH would control a sum of money that all of the current members of FoH would control collectively. Whether the discretion of the disbursement of the funds would be left to the board or would require a vote at an AGM would be determined by the bylaws of FoH, which we understand will be approved and potentially revised after the CVA is secured.

 

It's not like any of this is some great mystery.

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:facepalm:

 

Actually, I can, and it's not that hard.

 

If the club gets sold after FoH take control (no idea why that would happen, but let's pretend it did), then FoH would control a sum of money that all of the current members of FoH would control collectively. Whether the discretion of the disbursement of the funds would be left to the board or would require a vote at an AGM would be determined by the bylaws of FoH, which we understand will be approved and potentially revised after the CVA is secured.

 

It's not like any of this is some great mystery.

 

I'm guessing he meant if Bidco sell, before Fanco have a controlling interest.

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Watt-Zeefuik

I'm guessing he meant if Bidco sell, before Fanco have a controlling interest.

 

His question was, "Can one of our enlightened members who keep telling us the fans will own the club after the debt's repaid explain to me what will happen in the event of the club being sold?"

 

Run-on sentence so it's not clear, but if that's what he meant, then the answer I believe is that Ian Murray said in his interview that BIDCO have a binding agreement to sell the shares to FANCO. If FANCO fell apart for whatever reason, then our local Edinburgh folks would end up owning the club and would collect the revenues if it were sold.

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His question was, "Can one of our enlightened members who keep telling us the fans will own the club after the debt's repaid explain to me what will happen in the event of the club being sold?"

 

Run-on sentence so it's not clear, but if that's what he meant, then the answer I believe is that Ian Murray said in his interview that BIDCO have a binding agreement to sell the shares to FANCO. If FANCO fell apart for whatever reason, then our local Edinburgh folks would end up owning the club and would collect the revenues if it were sold.

 

Which IMO is fine as they will have a security on their investment.

 

Likewise FOH will have a man on the board, voted for by fans, to make sure things are going as planned.

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:facepalm:

 

Actually, I can, and it's not that hard.

 

If the club gets sold after FoH take control (no idea why that would happen, but let's pretend it did), then FoH would control a sum of money that all of the current members of FoH would control collectively. Whether the discretion of the disbursement of the funds would be left to the board or would require a vote at an AGM would be determined by the bylaws of FoH, which we understand will be approved and potentially revised after the CVA is secured.

 

It's not like any of this is some great mystery.

 

Surely an AGM would be required to authorize the sale in the first place. Given that the stated purpose of the Foundation from the start has been to own HMFC a reversal of that should probably be the kind of thing that the membership should have to approve.

 

I don't expect a referendum every time we change caterer or sign a full back but something that dramatic should probably require consent from the wider membership.

 

If that's not covered in the initial constitution then we should sort that out.

 

I'd also suggest that a fixed formula for distributing the receipts from any sale should be adopted to avoid carpet baggers joining and forcing through a sale.

 

I'd say that if the club is sold the foundation should be wound up and any surplus funds distributed amongst members in proportion with their total subscription paid over the previous 10 years.

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