AGMs

[Perth to Paisley]

From memory the AGM's are usually in December. I was quite looking forward to attending them this year.

Obviously we can't all gather in the Gorgie;  so is there going to be a virtual event with pre submitted questions?

 

(Not sure about 'legal requirements' in these unprecedented times.)

[davemclaren]

33 minutes ago, Perth to Paisley said:

From memory the AGM's are usually in December. I was quite looking forward to attending them this year.

Obviously we can't all gather in the Gorgie;  so is there going to be a virtual event with pre submitted questions?

 

(Not sure about 'legal requirements' in these unprecedented times.)

Good question. 

[scott herbertson]

14 hours ago, Perth to Paisley said:

From memory the AGM's are usually in December. I was quite looking forward to attending them this year.

Obviously we can't all gather in the Gorgie;  so is there going to be a virtual event with pre submitted questions?

 

(Not sure about 'legal requirements' in these unprecedented times.)

 

 

I am on a few committees/ member of community organisations and they are all holding AGMs via social media (all three I've been invited to have been on zoom so far). It would be hard to justify avoiding them legally I'd guess as online is readily available and questions/ votes could be submitted postally if necessary.

[Francis Albert]

17th December last year for both FoH and club.

Would have expected or at least hoped that the share transfer from Bidco (Ann)  to FoH would have happened before the AGMs.

[DETTY29]

5 minutes ago, Francis Albert said:

17th December last year for both FoH and club.

Would have expected or at least hoped that the share transfer from Bidco (Ann)  to FoH would have happened before the AGMs.

It was to be done this July to align with both companies accounting year ends, on legal and accountancy advice.

 

I can't see it being any sooner than July 2021.

 

And AB (edit - now) doesn't want to handover until club is debt free. 

 

Her loans to club pre Covid were £1.7m that I'd imagine are more now. 

 

 

Edited November 14, 2020 by DETTY29

[Francis Albert]

2 minutes ago, DETTY29 said:

It was to be done this July to align with both companies accounting year ends, on legal and accountancy advice.

 

I can't see it being any sooner than July 2021.

So what happened? Not cornavirus please. Share dealing and company changes in ownership have continued throughout the pandemic. Share transfers involve no risk of spreading the virus.

 

If it now can't  be done until July 2021 on the same "legal and accountancy advice" shouldn't we be told? And what the advice is based on?

I am sure share transfers and changes in cmpany ownership are not always or usually tied to accounting year ends.

[davemclaren]

11 minutes ago, Francis Albert said:

So what happened? Not cornavirus please. Share dealing and company changes in ownership have continued throughout the pandemic. Share transfers involve no risk of spreading the virus.

 

If it now can't  be done until July 2021 on the same "legal and accountancy advice" shouldn't we be told? And what the advice is based on?

I am sure share transfers and changes in cmpany ownership are not always or usually tied to accounting year ends.

Previously, cost was given as the year end transfer reason iirc and I imagine that will be a bigger factor now. I assume an update will be given at both agms. 

[DETTY29]

3 minutes ago, Francis Albert said:

So what happened? Not cornavirus please. Share dealing and company changes in ownership have continued throughout the pandemic. Share transfers involve no risk of spreading the virus.

 

If it now can't  be done until July 2021 on the same "legal and accountancy advice" shouldn't we be told? And what the advice is based on?

I am sure share transfers and changes in cmpany ownership are not always or usually tied to accounting year ends.

https://www.foundationofhearts.org/share-transfer-postponed-as-pledge-numbers-increase/

 

I'll try and find ABs comments that aligned.

[Francis Albert]

12 minutes ago, DETTY29 said:

https://www.foundationofhearts.org/share-transfer-postponed-as-pledge-numbers-increase/

 

I'll try and find ABs comments that aligned.

Thanks. I remember that now and posting at the time that in fact a wee celebration at home with a bottle of champagne, of fulfillment of the aims of FoH, would be welcome in these dreary times. But FoH and its obsession with ceremony!

 

Fortunately FoH members have continued to more than fulfil their side of the bargain despite these difficult times.

 

  

[Footballfirst]

43 minutes ago, DETTY29 said:

https://www.foundationofhearts.org/share-transfer-postponed-as-pledge-numbers-increase/

 

I'll try and find ABs comments that aligned.

The FOH email was sent out on 26 March.  I'm unaware of any FOH update on the share transfer since then.

 

I'd imagine that the financial situation at the club is such that they are still using every £1 that FOH can generate from pledgers.  That, however, should not absolve FOH from keeping their members up to date with an indication of when they expect the share transfer to happen. 

 

The intended EGM about the 70%/90% vote to facilitate a sale of shares is also outstanding, so I would expect that decision to be held over until the AGM itself.

[DETTY29]

22 minutes ago, Footballfirst said:

The FOH email was sent out on 26 March.  I'm unaware of any FOH update on the share transfer since then.

 

I'd imagine that the financial situation at the club is such that they are still using every £1 that FOH can generate from pledgers.  That, however, should not absolve FOH from keeping their members up to date with an indication of when they expect the share transfer to happen. 

 

The intended EGM about the 70%/90% vote to facilitate a sale of shares is also outstanding, so I would expect that decision to be held over until the AGM itself.

Thanks.

 

And absolutely.

 

I recall but can't find the AB statement saying she wouldn't be handing over to FOH until financial stability of Covid confirmed.

 

Of course, if no Covid, and transfer of share ownership in July 20, Hearts would still have been in debt to AB as she antipated c.12 months from Dec'19 to be repaid in full.

[David Black]

The issue of donating our cup final monies through FOH/JKB seems to have died a death ( albeit we can do so by making a one off payment at the moment), but would that not be an appropriate time to transfer the shares. Having a dedicated option purely for this money and when the total amount has been finalised , use that as a way of marking the handover of shares. That could be the ceremony FOH seem so keen to have. Publicising it this way would also help.

[davemclaren]

3 minutes ago, David Black said:

The issue of donating our cup final monies through FOH/JKB seems to have died a death ( albeit we can do so by making a one off payment at the moment), but would that not be an appropriate time to transfer the shares. Having a dedicated option purely for this money and when the total amount has been finalised , use that as a way of marking the handover of shares. That could be the ceremony FOH seem so keen to have. Publicising it this way would also help.

It’s not died a death. Just no further updates as yet. 

[David Black]

Just now, davemclaren said:

It’s not died s death. Just no further updates as yet. 

That's good, hopefully something can be done. Thanks.

[Francis Albert]

2 hours ago, DETTY29 said:

Thanks.

 

And absolutely.

 

I recall but can't find the AB statement saying she wouldn't be handing over to FOH until financial stability of Covid confirmed.

 

Of course, if no Covid, and transfer of share ownership in July 20, Hearts would still have been in debt to AB as she antipated c.12 months from Dec'19 to be repaid in full.

First it is not up to Ann to decide when to "hand over ownership" (you make it sound like a charitable act!). It is determined by the terms of the FOH/Bidco agreement and is not dependent on "financial stability.of Covid" or anything else.

Second Ann may still be owed money by Hearts if the club has borrowed money from her during her tenure as owner but that has nothing to with the transfer of ownership to FOH under the terms of the FOH/Bidco agreement

[David Black]

37 minutes ago, Francis Albert said:

First it is not up to Ann to decide when to "hand over ownership" (you make it sound like a charitable act!). It is determined by the terms of the FOH/Bidco agreement and is not dependent on "financial stability.of Covid" or anything else.

Second Ann may still be owed money by Hearts if the club has borrowed money from her during her tenure as owner but that has nothing to with the transfer of ownership to FOH under the terms of the FOH/Bidco agreement

Agree totally. To me there seems to be a bit of wanting to hang on to the positions they hold and I don't just mean Ann. What does it matter if Ann is owed money by us, she knows she will get it back, so the debt.free stuff doesn't hold water.

[davemclaren]

54 minutes ago, Francis Albert said:

First it is not up to Ann to decide when to "hand over ownership" (you make it sound like a charitable act!). It is determined by the terms of the FOH/Bidco agreement and is not dependent on "financial stability.of Covid" or anything else.

Second Ann may still be owed money by Hearts if the club has borrowed money from her during her tenure as owner but that has nothing to with the transfer of ownership to FOH under the terms of the FOH/Bidco agreement

Correct. FoH could demand the share handover happens now, if that’s what they wished. 

[Francis Albert]

42 minutes ago, davemclaren said:

Correct. FoH could demand the share handover happens now, if that’s what they wished. 

And if for some reason the handover (other than the payment £100k for Ann's shares which as I understand it is ready and waiting in FoH's bank account) is difficult or onerous for whatever reason at this "difficult" time there is an easy solution which would fulfil the spirit of the FoH/Bidco agreement. At one stage in this protracted process (I think when FoH agreed to contribute £3m to the stand costs), there was a suggestion that pending the consequent  transfer of the shares 50% of the voting rights in those shares would be transferred to FoH. This at that time would of course have left Ann in control. I believe at one stage that was agreed by Ann but I don't think it ever happened.

Now it would take Ann a few minutes after FoH cough up the agreed £100k for her shares to fill in a proxy form at no cost  to transfer all voting rights to FoH at the next club AGM. The formal transfer of shares could follow and FoH could have their handover ceremony. 

[Francis Albert]

Just now, Francis Albert said:

And if for some reason the handover (other than the payment £100k for Ann's shares which as I understand it is ready and waiting in FoH's bank account) is difficult or onerous for whatever reason at this "difficult" time there is an easy solution which would fulfil the spirit of the FoH/Bidco agreement. At one stage in this protracted process (I think when FoH agreed to contribute £3m to the stand costs), there was a suggestion that pending the consequent  transfer of the shares 50% of the voting rights in those shares would be transferred to FoH. This at that time would of course have left Ann in control. I believe at one stage that was agreed by Ann but I don't think it ever happened.

Now it would take Ann a few minutes after FoH cough up the agreed £100k for her shares to fill in a proxy form at no cost  to transfer all voting rights to FoH at the next club AGM. The formal transfer of shares could follow and FoH could have their longed for handover ceremony then. 

 

[David Black]

3 hours ago, davemclaren said:

Correct. FoH could demand the share handover happens now, if that’s what they wished. 

And FOH are us, the members. They are elected to represent us, not decide on our behalf. FOH should be contacting all members and asking if we want them to ask that the shares be transferred to us, or not. 

[Footballfirst]

A blank Stock Transfer Form was attached to the original HMFC/BIDCO/FOH funding agreement. It just needs signed.

Edited November 14, 2020 by Footballfirst

[Francis Albert]

6 hours ago, David Black said:

Agree totally. To me there seems to be a bit of wanting to hang on to the positions they hold and I don't just mean Ann. What does it matter if Ann is owed money by us, she knows she will get it back, so the debt.free stuff doesn't hold water.

The debt free stuff is presented as some sort of favour by Ann.  It seems to be more about protecting Ann's debt.

[davemclaren]

2 minutes ago, Francis Albert said:

The debt free stuff is presented as some sort of favour by Ann.  It seems to be more about protecting Ann's debt.

Who else would provide us with debt though?

[Section Q]

11 hours ago, Francis Albert said:

The debt free stuff is presented as some sort of favour by Ann.  It seems to be more about protecting Ann's debt.

I dont blame AB for protecting any debt she has extended to the club.

How many clubs could suffer an unfair relegation plus a world wide health crisis and still feel confident about their futures.

If these events had happened when we were at our most vulnerable we wouldn't be here now.

I think we all have to be patient........(again).....!

[JamboAl]

21 hours ago, Francis Albert said:

The debt free stuff is presented as some sort of favour by Ann.  It seems to be more about protecting Ann's debt.

Deary me.

[Geoff Kilpatrick]

21 hours ago, davemclaren said:

Who else would provide us with debt though?

Most people take security over something to protect their debt.

[davemclaren]

1 minute ago, Geoff Kilpatrick said:

Most people take security over something to protect their debt.

She already has that. Belt and braces possibly. 

[jamboinglasgow]

I reckon we will get the financial results this week with an announcement for (virtual) AGM next month. Based on nothing but a guess.

[Footballfirst]

32 minutes ago, jamboinglasgow said:

I reckon we will get the financial results this week with an announcement for (virtual) AGM next month. Based on nothing but a guess.

The club's accounts were published on 15 November last year. FOH's didn't come out until 2 December.

[Francis Albert]

14 hours ago, JamboAl said:

Deary me.

Deary me what?

 

I am not sure we have been given any details about Ann's further loan(s) to the club. But her initial loan was backed up by very heavy security over the club's assets. Having spent £24m enhancing the value of the assets I would be astonished if the later loan was not even more solidly secured.

 

I don't think it unreasonable for FoH members and indeed the wider fan base to expect a clear explanation for the delay in the transfer of ownership. Perhaps the AGMs will provide it. 

[JamboAl]

35 minutes ago, Francis Albert said:

Deary me what?

 

I am not sure we have been given any details about Ann's further loan(s) to the club. But her initial loan was backed up by very heavy security over the club's assets. Having spent £24m enhancing the value of the assets I would be astonished if the later loan was not even more solidly secured.

 

I don't think it unreasonable for FoH members and indeed the wider fan base to expect a clear explanation for the delay in the transfer of ownership. Perhaps the AGMs will provide it. 

The annual accounts will give a strong guide and the following AGM could help if further clarification is needed.  AB really needs to get her act together and inform you of any changes/updates as they happen.

[Francis Albert]

5 hours ago, JamboAl said:

The annual accounts will give a strong guide and the following AGM could help if further clarification is needed.  AB really needs to get her act together and inform you of any changes/updates as they happen.

Me and a few thousand others. The update on her additional  loans, repayment terms, and the reasons why the transfer of ownership hasn't happened ... and we still have no idea when it will happen.

Not changes as they happen but maybe changes within 6 months or a year of when they happen would be good.

[JamboAl]

21 minutes ago, Francis Albert said:

Me and a few thousand others. The update on her additional  loans, repayment terms, and the reasons why the transfer of ownership hasn't happened ... and we still have no idea when it will happen.

Not changes as they happen but maybe changes within 6 months or a year of when they happen would be good.

As I said, the accounts may help you and they are supposed to be issued soon.  Try not to worry about it  meantime.

[Francis Albert]

31 minutes ago, JamboAl said:

As I said, the accounts may help you and they are supposed to be issued soon.  Try not to worry about it  meantime.

Try not to patronise meantime. 

I am not worried just have a different attitude to a doormat.

[JamboAl]

2 hours ago, Francis Albert said:

Try not to patronise meantime. 

I am not worried just have a different attitude to a doormat.

You're worried enough to keep naggimg on about it.

Trusting someone is hardly the same as being a doormat but you wouldn't know.

 

 

[Francis Albert]

17 minutes ago, JamboAl said:

You're worried enough to keep naggimg on about it.

Trusting someone is hardly the same as being a doormat but you wouldn't know.

 

 

Trusting someone unquestionally would be my definition of a doormat. But that is not really my point. As someone who has done my bit to contribute £11m to FOH I think it is reasonable to expect to be told why tje objective of our pledges has not yet been delivered or told when they might be.

[Francis Albert]

Just now, Francis Albert said:

Trusting someone unquestionally would be my definition of a doormat. But that is not really my point. As someone who has done my bit to contribute £11m to FOH I think it is reasonable to expect to be told why the objective of our pledges has not yet been delivered or told when it might be.

 

[JamboAl]

1 hour ago, Francis Albert said:

Trusting someone unquestionally would be my definition of a doormat. But that is not really my point. As someone who has done my bit to contribute £11m to FOH I think it is reasonable to expect to be told why tje objective of our pledges has not yet been delivered or told when they might be.

I could not care less what your definition is..  That's totally irrelevant.

I did not say "unquestionably".  You made that up!

I trust most people up to the point where I have reason not to.  The accounts are likely to be publicised shortly.  Why don't you desist from continually bumping your gums at least until you see them.

 

 

[Bull's-eye]

It's turned into the FA show again, what a shocker. 

[davemclaren]

Notice of Hearts AGM just arrived. Annual report available 30/11. 

[EIEIO]

Just got an email from shareview saying agm details were on hearts website anyone spotted them ? They weren't there 5 minutes ago.

Edited November 17, 2020 by EIEIO

[HoGwash]

29 minutes ago, EIEIO said:

Just got an email from shareview saying agm details were on hearts website anyone spotted them ? They weren't there 5 minutes ago.

Same for me. No sign of the AGM notice on the Hearts site. 

[DETTY29]

4 minutes ago, HoGwash said:

Same for me. No sign of the AGM notice on the Hearts site. 

https://www.heartsfc.co.uk/more/key-links/2020-agm-information

 

[DETTY29]

Need to go to index, More, Key Links and it's at bottom.

 

[davemclaren]

Notice of AGM

 

https://www.heartsfc.co.uk/uploads/tinymce/HMFC2020AGMNOTICE.pdf

[DETTY29]

Nothing out of ordinary being proposed and no special business.

 

Budge, Duncan and Wallace are up for reappointment by rotation.  Andrew McKinlay to be appointed to the board.

Edited November 17, 2020 by DETTY29

[Fort Vallance]

The Aberdeen agm should be interesting. Apparently Wiggy's construction company is in a bit of bother. I know he slopey shouldered a heap of the responsibility on to Cormack. But I assume he still has a significant shareholding. He might want to ditch that as well.

[EIEIO]

9 minutes ago, DETTY29 said:

Nothing out of ordinary being proposed and no special business.

 

Budge, Duncan and Wallace are up for reappointment by rotation.  Andrew McKinlay to be appointed to the board.

Thanks for the info , the accounts will be interesting.

[Disco Dave]

I understand that the AGM needs to be a closed event given the circumstances but it’s disappointing that they have chosen not to broadcast online. Unless there’s a legal reason why they cant that is.

[Disco Dave]

Questions can be submitted in advance though:

 

”issues or concerns arising from the business proposed to be conducted at the meeting. Appropriate questions on the business of the meeting should be emailed to [email protected] before 6.00pm on Tuesday 15 December 2020 and responses will be posted on the Company’s website on the day after the meeting. The Company will answer any such questions relating to the business being dealt with at the meeting, but no such answer need be given if:
a) to do so would interfere unduly with the preparations for the meeting or involve the disclosure of confidential information; or b) the answer has already been given on a website in the form of an answer to a question; or
c) it is undesirable in the interests of the Company or the good order of the meeting that the question be answered.”

Edited November 17, 2020 by Disco Dave