FOH EGM and Vote ( edited )

[Footballfirst]

Dear Foundation member GENERAL MEETING A general meeting of the Foundation will be held at Tynecastle Park at 1.00 pm on Monday, 21 December. Here is a link to the formal notice and chairman’s letter relating to the meeting: DOCUMENT click here The purpose of the meeting is to determine the super-majority percentage required to vote in favour of any proposed disposal of some or all of the shareholding held by the Foundation of Hearts in the Club. In light of the COVID-19 pandemic, there are significant changes to the usual arrangements for meetings of Foundation members and, regrettably, members are unable to attend the meeting in person. As the meeting will be run as a closed meeting, members are strongly advised to vote in advance, either by voting in the secure online poll or by completing an online proxy form appointing the Chair of the meeting as their proxy. Further details on how to vote are set out in the chairman’s letter, and you will receive a separate e-mail from our voting platform provider which will allow you to log in and vote. In order for your vote to be counted at the meeting, your poll vote or proxy appointment must be received by 1 p.m. on 19 December. If you do not receive the e-mail from our voting platform provider before the end of today, please check your Spam or Junk e-mail folder in case the email goes there instead of your inbox. Very best wishes Stuart Wallace Chairman Foundation of Hearts

[Spellczech]

Interesting. Haven't actually bought the club yet but want to know how to sell it! LOL

 

Hopefully a benevolent billionaire sitting waiting in the wings!

 

FWIW I think 75% is far more sensible than 90%...

Edited December 3, 2020 by Spellczech

[Footballfirst]

8 minutes ago, Spellczech said:

Interesting. Haven't actually bought the club yet but want to know how to sell it! LOL

 

Hopefully a benevolent billionaire sitting waiting in the wings!

 

FWIW I think 75% is far more sensible than 90%...

It's not about selling the club now. It is however about being able to respond in the future, either through opportunity or emergency need.

 

And you are right that 75% is sensible.

[davemclaren]

3 minutes ago, Footballfirst said:

It's not about selling the club now. It is however about being able to respond in the future, either through opportunity or emergency need.

 

And you are right that 75% is sensible.

I was originally supportive of the 90% but for the last couple of years my opinion has been that 75% is a sufficient threshold. 

[Footballfirst]

New link to the correct version of the EGM notice (the original link was to an old version)

 

https://mcusercontent.com/a8b305cd3dab747973b8f0e61/files/cd9edbfe-4433-4ae2-a706-749647470f93/647351756_1.01.pdf

[EIEIO]

25 minutes ago, davemclaren said:

I was originally supportive of the 90% but for the last couple of years my opinion has been that 75% is a sufficient threshold. 

I don't  think the FoH should relinquish control of the  club. I don't object to them selling a 25 percent stake in the club but the fans ie FoH should retain 50.1 percent of the shares in the club. It works in Germany for example why would it not work here?

[Francis Albert]

75% is about right. 90% meant a small minority could have blocked steps to save the club in certain circumstances.

[been here before]

Why not meet in the middle at 82.5%?

[davemclaren]

3 minutes ago, EIEIO said:

I don't  think the FoH should relinquish control of the  club. I don't object to them selling a 25 percent stake in the club but the fans ie FoH should retain 50.1 percent of the shares in the club. It works in Germany for example why would it not work here?

That’s not the question though. It’s whether that, or any other offer the FoH board felt was in the interest of the members, would need 90% or 75% to be approved. 

[Neil Dongcaster]

How much shareholding does AB retain post handover?

[EIEIO]

5 minutes ago, davemclaren said:

That’s not the question though. It’s whether that, or any other offer the FoH board felt was in the interest of the members, would need 90% or 75% to be approved. 

That's my point though. I'm happy for a 75 percent vote to sell a stake in the club but would prefer 90 percent if we were selling the entire fans / FoH shareholding.

[ToadKiller Dog]

Still fully onside with backing 90% without going back over the previous arguments we had on here( it was pretty well debated 

My position hasn't changed and I admit likely won't. 

 

 

 

 

[davemclaren]

1 minute ago, EIEIO said:

That's my point though. I'm happy for a 75 percent vote to sell a stake in the club but would prefer 90 percent if we were selling the entire fans / FoH shareholding.

That’s not on offer though and overcomplicates things imo. 

[Footballfirst]

10 minutes ago, Neil Dongcaster said:

How much shareholding does AB retain post handover?

Approximately 17.4%

[EIEIO]

Just now, davemclaren said:

That’s not on offer though and overcomplicates things imo. 

Not hugely complex or complicated,  a two tier option one to sell the whole kit and kaboodle the other to sell a minority (though significant) shareholding. For the latter I would apply a simple majority vote.

 

[davemclaren]

10 minutes ago, EIEIO said:

Not hugely complex or complicated,  a two tier option one to sell the whole kit and kaboodle the other to sell a minority (though significant) shareholding. For the latter I would apply a simple majority vote.

 

That’s your opinion which is fair enough. It’s not what is being voted on at this EGM though. 

[Lone Striker]

11 minutes ago, Footballfirst said:

Approximately 17.4%

On the back of @EIEIO's comments, any approach by a wealthy individual for control of Hearts could therefore strike an agreement with Ann to buy all her shares and then approach the FoH board to buy enough of our 74% to give him control - roughly 33%, which would leave us with 41%.     I know that scenario isn't what this EGM is about, but it illustrates how FoH could  leverage Ann's business acumen to make a decision about the worthiness of a potential invester seeking control - if Ann was happy to sell all her shares, the decision which FoH members would be asked to approve would be the sale of (say) 45%  of our shareholding.    If Ann refused to sell her shares to the guy, so should we (imo).

 

 

[Psychedelicropcircle]

****s me off that this shit only comes about when we actually get ourselves in a position to own the club. As stated before we haven’t even sat on the throne but we want to talk about a selling option! 90% for me.

Edited December 3, 2020 by Psychedelicropcircle

[Rods]

May have missed it but how and when do you vote on this matter? 

[Footballfirst]

3 minutes ago, Lone Striker said:

On the back of @EIEIO's comments, any approach by a wealthy individual for control of Hearts could therefore strike an agreement with Ann to buy all her shares and then approach the FoH board to buy enough of our 74% to give him control - roughly 33%, which would leave us with 41%.     I know that scenario isn't what this EGM is about, but it illustrates how FoH could  leverage Ann's business acumen to make a decision about the worthiness of a potential invester seeking control - if Ann was happy to sell all her shares, the decision which FoH members would be asked to approve would be the sale of (say) 45%  of our shareholding.    If Ann refused to sell her shares to the guy, so should we (imo).

I'd imagine AB and FOH will be like minded with regard to most approaches.

 

It is worth noting that there is no 90% requirement for the sale of Tynecastle (that remains at 75%), although FOH had originally mooted that possibility.

 

Had it gone to 90%, then AB would, in theory, have had the ability to block an FOH intention to move.

[Footballfirst]

5 minutes ago, Rods said:

May have missed it but how and when do you vote on this matter? 

You will get an email with a link to the voter survey.  I don't know when though.

[davemclaren]

1 minute ago, Footballfirst said:

You will get an email with a link to the voter survey.  I don't know when though.

Today it said. 

[davemclaren]

9 minutes ago, Psychedelicropcircle said:

****s me off that this shit only comes about when we actually get ourselves in a position to own the club. As stated before we haven’t even sat on the throne but we want to talk about a selling option! 90% for me.

Before we own the club is absolutely the right time to define these things. 

[Rods]

3 minutes ago, Footballfirst said:

You will get an email with a link to the voter survey.  I don't know when though.

 

Cheers FF

 

On the ball as per.

 

[Footballfirst]

12 minutes ago, Psychedelicropcircle said:

****s me off that this shit only comes about when we actually get ourselves in a position to own the club. As stated before we haven’t even sat on the throne but we want to talk about a selling option! 90% for me.

Read the full notice. You will find that there is no intention to sell from anyone.

 

All that you are being asked to do is to set the parameters for a sale, in the event that the  FOH membership decides that it is in their best interests to do so, at some point in the future.

Edited December 3, 2020 by Footballfirst

[Lone Striker]

11 minutes ago, Footballfirst said:

I'd imagine AB and FOH will be like minded with regard to most approaches.

 

It is worth noting that there is no 90% requirement for the sale of Tynecastle (that remains at 75%), although FOH had originally mooted that possibility.

 

Had it gone to 90%, then AB would, in theory, have had the ability to block an FOH intention to move.

Cheers FF. 👍

 

Eric Clelland's explanation and reasoning is quite encouraging actually.  In light of the normal voting threshold being 75% already for everything except the sale of our shares, I'm now minded to vote in favour (having been reluctant previously). As you and others have pointed out in the past, the task of getting 75% of "yes" votes for any resolution is suitably onerous and therefore representative of majority - whereas 90% would be much  more difficult  to achieve.

 

BTW, the paragraph about being able to revisit these majority thresholds in future is rather interesting (presumably it reflects Company Law) -  "For example, a resolution to change a Majority Threshold of 75% would require a 75% majority, and a resolution to change a Majority Threshold of 90% would require a 90% majority."

So if it changes to 75%, it's pretty much irrevocable !!!

 

 

 

[Talkin' Tynie Podcast]

75% definitely for me

[davemclaren]

13 minutes ago, Lone Striker said:

Cheers FF. 👍

 

Eric Clelland's explanation and reasoning is quite encouraging actually.  In light of the normal voting threshold being 75% already for everything except the sale of our shares, I'm now minded to vote in favour (having been reluctant previously). As you and others have pointed out in the past, the task of getting 75% of "yes" votes for any resolution is suitably onerous and therefore representative of majority - whereas 90% would be much  more difficult  to achieve.

 

BTW, the paragraph about being able to revisit these majority thresholds in future is rather interesting (presumably it reflects Company Law) -  "For example, a resolution to change a Majority Threshold of 75% would require a 75% majority, and a resolution to change a Majority Threshold of 90% would require a 90% majority."

So if it changes to 75%, it's pretty much irrevocable !!!

 

 

 

FF can confirm but I think it is company law. 

[Geoff Kilpatrick]

I'll stick with 75%

[OldGorgie]

Let’s hope that we don’t end up regretting 75%.

[Footballfirst]

1 hour ago, Lone Striker said:

Cheers FF. 👍

 

Eric Clelland's explanation and reasoning is quite encouraging actually. 

I agree 😇

 

46 minutes ago, davemclaren said:

FF can confirm but I think it is company law. 

Yes. There are certain resolutions that are deemed to be "special resolutions" in company law, thus need the 75% threshold. However companies can also determine via their articles of association any additional criteria.

[davemclaren]

58 minutes ago, OldGorgie said:

Let’s hope that we don’t end up regretting 75%.

Let’s hope we don’t end up regretting 90%. 🤔

[Bull's-eye]

Just received the email to vote.

[Don Dan]

Email received votes cast.

[heartsfc_fan]

Just received my email. Vote cast.

[davemclaren]

I hope as many members as possible read the papers and cast their votes. 

[been here before]

Well that was easy enough.

[Stanley_]

I received a link to vote but I didn't receive the Notice of General Meeting email (I checked spam). I haven't received an email from FoH all year.

[Jambo-Fox]

I’ve just voted - 75%!

[ToadKiller Dog]

Read both arguments put forward mostly well argued  , still 90% for me which I voted 

The sheik comment in the 75% argument  irked me a little as its playing populist style politics wasn't necessary .

 

Hope as many people vote as possible after reading both arguments .

As this vote is important .

 

[stevie1874]

75% for me. If a certain Wealthy individual wants to buy 25% then fine by me.👍

[stevie1874]

Just voted . 75 seems the sensible number to me. 90% would be far to hard to attain for any vote. As someone else said we’re not even in the throne so I’d hope this is just dotting the i’s and crossing the t’s. 

[Notts1874]

Voted. Stop the count.... unless its not going the way I want, I that case keep counting. 

[jdl2002]

Voted in favour

[XB52]

Had supported keeping it at 90% but, after reading info on here and foh site, voted for 75%

[Poseidon]

Voted against

[Clerry Jambo]

Hope all votes are received 

[brux]

90% threshold is very rangers celtic. 75% is more realistic 

[Radio Ga Ga]

Voted, 75% for this Jambo

[One five]

I just voted 75%