FoH 90% is VERY important

[stuart500]

It looks like the hobbits are creating 210m new shares, 70m of which are going to the Foley consortium in return for their investment, and 140m going to be given as debt for equity exchange to the Gordons. 

 

The Gordons have obviously been ploughing in cash for various ground improvements, players etc, and are accepting the new shares in lieu of £5.75 million owed. 

 

The total shares now are 280m in number and Foley's lot own 25% i.e 70m.

 

Each share is nominally valued at 2p which values the club at £5.6 m

[EIEIO]

1 minute ago, stuart500 said:

It looks like the hobbits are creating 210m new shares, 70m of which are going to the Foley consortium in return for their investment, and 140m going to be given as debt for equity exchange to the Gordons. 

 

The Gordons have obviously been ploughing in cash for various ground improvements, players etc, and are accepting the new shares in lieu of £5.75 million owed. 

 

The total shares now are 280m in number and Foley's lot own 25% i.e 70m.

 

Each share is nominally valued at 2p which values the club at £5.6 m

Interesting. Foley was supposedly buying 25 per cent of Hibs for £6 million

[Chuck Berry]

3 minutes ago, stuart500 said:

It looks like the hobbits are creating 210m new shares, 70m of which are going to the Foley consortium in return for their investment, and 140m going to be given as debt for equity exchange to the Gordons. 

 

The Gordons have obviously been ploughing in cash for various ground improvements, players etc, and are accepting the new shares in lieu of £5.75 million owed. 

 

The total shares now are 280m in number and Foley's lot own 25% i.e 70m.

 

Each share is nominally valued at 2p which values the club at £5.6 m

 

How many shares do Foley and Gordon's own between them, 90%?

[Wee Mikey]

1 minute ago, stuart500 said:

It looks like the hobbits are creating 210m new shares, 70m of which are going to the Foley consortium in return for their investment, and 140m going to be given as debt for equity exchange to the Gordons. 

 

The Gordons have obviously been ploughing in cash for various ground improvements, players etc, and are accepting the new shares in lieu of £5.75 million owed. 

 

The total shares now are 280m in number and Foley's lot own 25% i.e 70m.

 

Each share is nominally valued at 2p which values the club at £5.6 m

 

Crikey!!!

 

The jakeys parked outside the Co-Op on Easter Road at 08:30 could buy them outright.

[ShedBoy]

Will we ever play at Easter Rd again …………………….

[Footballfirst]

90% only applies to the SALE of FOH shares.

 

If the club wishes to create new shares in return for new investment, than it is just treated as an ordinary resolution and a 50%+1 vote, as long as all existing shareholders are offered first refusal and the opportunity to buy the new shares in proportion to their current holding.

 

If the club wishes to offer new shares to a specific investor, then it needs to disapply the pre-emption rights of existing shareholders (first refusal as above). That requires a special resolution and a 75%+1 vote.

 

Either resolution would require FOH as the majority shareholder to agree to such a share issue (and any resultant dilution). FOH for their part are only obliged to consult with its membership before agreeing to such a motion. What consultation means is a moot point.  It could be a full vote of all active members, or just a poll or meeting of a select few representatives. One would hope that it would be a full vote, but that may require just a simple majority to determine whether or not FOH would vote in favour of any HMFC motion.  

[TheBigO]

1 hour ago, PapaShango said:

Agree, I do think we are much safer hands than the green mob who will have no idea how this is going to pan out for them. Early indications from them are they think they are going to be loaded and have money to fling around. I can't see that happening, all they will get is some youth players from their parent team who may or may not improve them. Any decent player from down south isn't going to Hibs, clearly demonstrated by the likes of Moore going to Ipswich and Brooks going to Southampton. They will get players who need experience and minutes and you can't imagine the manager will be happy having to play players that aren't his picks. Hopefully their downward spiral continues for many years to come. 

Whether any of this is underhand or financially worrying, i dont know.

 

But what i do know and your post touches on, us that Scottish football is being massively underestimated. Its obvious to me they think they can fill a team in the spfl prem with kids and longshots and make top 5, perhaps even progress further.

 

Many English and foreign players and managers have left with their tails between their legs after initial bravado. This smacks of similar but at an ownership level.

 

[gordon simpson]

TIC TOC TIC TOC

[stuart500]

Just now, Chuck Berry said:

 

How many shares do Foley and Gordon's own between them, 90%?

I'm going on figures in their thread, rather than any insight into these ******s 😄.

 

The Gordons had around 67% of the previous 125m but these would be diluted by the new shares issue. I guess the Gordons and Foley have between 90 and 95 %

[Jambo61]

1 hour ago, PapaShango said:

Agree, I do think we are much safer hands than the green mob who will have no idea how this is going to pan out for them. Early indications from them are they think they are going to be loaded and have money to fling around. I can't see that happening, all they will get is some youth players from their parent team who may or may not improve them. Any decent player from down south isn't going to Hibs, clearly demonstrated by the likes of Moore going to Ipswich and Brooks going to Southampton. They will get players who need experience and minutes and you can't imagine the manager will be happy having to play players that aren't his picks. Hopefully their downward spiral continues for many years to come. 

I've always thought of the hobos as a 'B' team!

[Chuck Berry]

2 minutes ago, stuart500 said:

I'm going on figures in their thread, rather than any insight into these ******s 😄.

 

The Gordons had around 67% of the previous 125m but these would be diluted by the new shares issue. I guess the Gordons and Foley have between 90 and 95 %

 

Ta

[Jambo61]

14 minutes ago, stuart500 said:

It looks like the hobbits are creating 210m new shares, 70m of which are going to the Foley consortium in return for their investment, and 140m going to be given as debt for equity exchange to the Gordons. 

 

The Gordons have obviously been ploughing in cash for various ground improvements, players etc, and are accepting the new shares in lieu of £5.75 million owed. 

 

The total shares now are 280m in number and Foley's lot own 25% i.e 70m.

 

Each share is nominally valued at 2p which values the club at £5.6 m

2p....brilliant.......an old penny chew!

[hughesie27]

This seemingly dilutes Hibs version of FOH, HSL, from 33% holdings to under 15%. Figures from .Net though so not sure how accurate.

[stuart500]

15 minutes ago, EIEIO said:

Interesting. Foley was supposedly buying 25 per cent of Hibs for £6 million

That would be valuing the shares at around 8.5p each and the hobbits at £24m ( if my arithmetic is correct 🤔)

 

It would also mean the new shares given the Gordons would be worth around £11.9m at that price ( for a debt of £5.75m). Obviously they aren't getting that money unless they sold their shares at 8.5p).

 

[Craig_]

36 minutes ago, EIEIO said:

Interesting. Foley was supposedly buying 25 per cent of Hibs for £6 million

 

Edited February 5 by Craig_

[Wee Mikey]

26 minutes ago, ShedBoy said:

Will we ever play at Easter Rd again? …………………….

 

That Q ☝️ will trouble great philosophical thinkers ... let alone Sportscene pundits.

 

But only up to the split ...

 

... for this season, anyway.

 

H1B5 are like the footballing equivalent of Schrödinger's cat.

 

H1b5 truly are both dead and alive simultaneously.

 

They are a footballing paradox.

 

Currently, they are in their box, so to speak.

 

They should consider staying there.

 

Why?

 

Because on Wed, should they emerge, they'll be dead ... deceased ... etc., etc.

 

Someone on another thread alluded to H1b5' manager as being 'Monty Python'.

 

 

[skacel103]

Ron the con. They have just realised what we all told them all this time. 

[Sooks]

14 minutes ago, hughesie27 said:

This seemingly dilutes Hibs version of FOH, HSL, from 33% holdings to under 15%. Figures from .Net though so not sure how accurate.

This; along with @Footballfirst post about how shareholdings can be diluted must SURELY make people wake up and realise the dangers here ? The 90 % is the best thing that ever happened to post-FoH rescue HMFC imo

[Craig_]

40 minutes ago, stuart500 said:

Each share is nominally valued at 2p which values the club at £5.6 m

 

So about a Lawrence Shankland then, give or take?! 

[Wee Mikey]

3 minutes ago, Craig_ said:

So about a Lawrence Shankland then, give or take?! 

 

Although, in reality, they're worth apporoximately ½ a Joel Pereira ...

 

... and that's being generous.

[Jack Torrance]

[hughesie27]

12 minutes ago, Sooks said:

This; along with @Footballfirst post about how shareholdings can be diluted must SURELY make people wake up and realise the dangers here ? The 90 % is the best thing that ever happened to post-FoH rescue HMFC imo

FootballFirsts post highlighted that Hearts could effectively try this as well if the wanted. 

[Footballfirst]

The Hobos AGM notice isn't clear and mixes up allotment by  "nominal values" and actual new shares.

 

Their shares have a nominal value of 2p. For most purposes it is a meaningless number. It's the price paid for shares that is important.

 

Ordinary Resolutions
Authorise the directors to ALLOT ordinary shares up to nominal value of £3.1 million
The new shares under the £3.1 million will be used to convert shareholder loans of £5.75 million by Bydand Sports into ordinary shares
Then issue 70.2 million new ordinary shares to Turqouise Bidco (subsidiary of Black Knights)

Special Resolutions
One authorises directors to disapply pre-emption rights (i.e. they don't have to offer new shares to all shareholders). One is about new Articles of association.

 

I will assume the £3.1m (nominal) includes the proposed 70.2m shares earmarked for the new investment in the following calculation

 

Hibs currently have 125m shares issued.  Bydand (the Gordons) hold 84m shares or 67.2% of the club.

 

Issuing new shares with a nominal value of £3.1m, means 155m new shares of 2p nominal value.  70.2m will go to the new investor and 84.8m to Bydand in return for writing off the said £5.75m debt.

 

The total number of shares issued would rise to 280m with Bydand holding 168.8m or 60.3% and the Black Knights with 70.2m or 25.1%

Edited February 5 by Footballfirst

[jbee647]

Sorry but this is way too much Hibs.net 2005, way too many financial experts on here getting there tuppence worth in

as we are all aware, what will be will be, and no one knows how this plays out

let them worry about it, we are better than that

Edited February 5 by jbee647

[scott herbertson]

34 minutes ago, skacel103 said:

Ron the con. They have just realised what we all told them all this time. 

 

[jambo19]

You've also got to differentiate between the FoH owning say 75/90% of the club and an investor such as one of Andersons companies Kinnevik/Exor investing 25/10% equity vs another club investing where the motive is to the benefit of the parent club by loaning players for their own gain

 

A company would be doing it for business and sponsorship/advertising/marketing.

 

German model is what Allianz & Bayern, Volkswagen & Wolfsburg etc. That would be a better way to go than a Bournemouth/Lorient/Hibs model

[GMEdinburgh]

I'm sure the HSL shares were capped at 49% when launched so it was never going to protect Hibs if Farmer/Petrie sold their 51% to a single investor/owner. 

There was a big bit on social media at the time when a lots of the Hibs fans raised concerns about how it was or wasn't going to work and I can recall many supports were put off from putting money in. 

[Lone Striker]

1 hour ago, Sooks said:

I did . It is really important that we never sleepwalk in to this utter apocalypse of a situation that the vermin are in though 

Indeed.  I think having our majority shareholding in HMFC being held by a  separate company (FoH) which in turn is 100% owned by Hearts fans  is a pretty sound model.  Although it might seem strange that only 2 other SPL clubs have a vaguely  similar fan ownership  model (Motherwell & St.Mirren), I very much doubt that almost 10k  Hearts fans would voluntarily have wanted  the FoH ownership  model if the very existence of the club hadn't been under threat after administration and the UBIG collapse. 

 

We should bring out a 150yr celebration video - "Back from the Brink 2"   😃

 

 

[Homme]

So they were loaded for all of one week 

 

The heart bleeds for them. Wish them nothing but misery.

[scott herbertson]

Foootball First's calculation is similar to one on Hibs net giving the combined shareholding of Bydand and Black Knights at around 86%. I think HSL's shareholding is under 15%  so it leaves them open to someone selling Bydand another 4/5% or another diluting issue then someone purchasing both Bydand and Black Knights holding to secure a 90% holding which would enable them to take over completely.. 

[Jambo in Bathgate]

2 hours ago, Lone Striker said:

Will the Gordons still own more than 50% of Hibs after this share issue ?

 

 

They’ll still own the majority of shares and have Foley’s on their side also. The Gordon’s won’t have used their own money to buy Hibs. Maybe that whoever the borrowed from has called in loans. 

[1971fozzy]

Do sevco not dilute their shares every time they need another £20m or so.

[Carter]

3 hours ago, kingantti1874 said:

I very much doubt foley will be able to buy more.  Whist the SFA have approved minority ownership I don’t think rangers and Celtic will allow full dual ownership 

Anything is possible in Scottish football. There are certain clubs in the professional setup who are run by very dubious people. The SFA will be aware and have looked the other way.

 

Agree entirely with OP. The 90% voting model is absolutely essential. 

[indianajones]

2 hours ago, Vlad Magic said:

Flats anyone?

 

Glorious flats perhaps?

 

See, they joked about that.

 

If it ever happens to Hibs then it wont be a joke. It'll be a reality and it'll happen at speed. 

[hughesie27]

5 minutes ago, Jambo in Bathgate said:

They’ll still own the majority of shares and have Foley’s on their side also. The Gordon’s won’t have used their own money to buy Hibs. Maybe that whoever the borrowed from has called in loans. 

If they have then a Debt for Equity swap deal is a horrendous way of paying them back. You write off Hibs debt whilst diluting your own share value and you're still owe the folk their loan back. 

[Smithian]

Did they not expect the major outside investor to ... have an ownership stake?

 

This isn't James Anderson being a benefactor. Foley wants to be an owner. And he wants it to benefit both Hibs and Bournemouth, none of that is hidden.

 

Time to either say "no" or except he is going to be an OWNER. That can be a good thing. That can be an awful thing. There is no world where Foley shows up, gives them tons of money, and there is no possible downside. 

 

May as well embrace it and hope Foley catches some affection for Edinburgh and Easter Road and decides he would like to invest into turn Hibernian into a high level club, versus strip major pieces from Hibs for marginal gains for the club on the south coast. That's the risk they run.

[Jambo-Fox]

1 hour ago, Footballfirst said:

90% only applies to the SALE of FOH shares.

 

If the club wishes to create new shares in return for new investment, than it is just treated as an ordinary resolution and a 50%+1 vote, as long as all existing shareholders are offered first refusal and the opportunity to buy the new shares in proportion to their current holding.

 

If the club wishes to offer new shares to a specific investor, then it needs to disapply the pre-emption rights of existing shareholders (first refusal as above). That requires a special resolution and a 75%+1 vote.

 

Either resolution would require FOH as the majority shareholder to agree to such a share issue (and any resultant dilution). FOH for their part are only obliged to consult with its membership before agreeing to such a motion. What consultation means is a moot point.  It could be a full vote of all active members, or just a poll or meeting of a select few representatives. One would hope that it would be a full vote, but that may require just a simple majority to determine whether or not FOH would vote in favour of any HMFC motion.  

Thanks you’ve answered the question I was about to ask!

 

So I’m thinking the Hearts Board could issue a quantity of ‘new shares’ with FOH approval that would dilute the FOH ownership to 50%+1 share. These new shares would equate to roughly 33% of the total shares post issue of new shares. And this would still leave the FOH with a big enough voice to veto any further issue of shares and thus still be the major shareholder in Hearts. And therefore going forward the share ownership would be approximately;

FOH 51%
New Investor(s) 33%
Ann Budge & other minors 16%
 

Might be a lucrative way to boost investment in Hearts whilst leaving supporters who are members of the FOH with right to veto on key decisions.

 

Thoughts?

[Lone Striker]

3 minutes ago, Carter said:

Anything is possible in Scottish football. There are certain clubs in the professional setup who are run by very dubious people. The SFA will be aware and have looked the other way.

 

Agree entirely with OP. The 90% voting model is absolutely essential. 

As @Footballfirst has highlighted above, the 90% threshold only applies if the proposal is to sell shares currently owned by  FoH.   Its theoretically  possible for the HMFC board to propose issuing new shares (for whatever reason) which would dilute everyone's percentage shareholding.   FOH's response to that  would NOT require a 90% approval from its members.

[stevie1874]

2 hours ago, boag1874 said:

Next derby we need to ram this right up them btw
 

”Yer just a shite FB Kaunas” 

Massive banner would be funny 🤣

[Footballfirst]

FOH urgently needs to look at its own governance (AoAs) to ensure that it can effectively manage any requirement for new investment in the club, as currently there are too many ifs, buts and maybes in what they are required to do in terms of the membership.

 

Consultation requirements need to be clarified, as do the voting thresholds of 90%, 75% and 50% appropriate to specific club actions.

 

One thing that could be considered is swapping it's 75% holding for a single golden share, which would carry the voting rights of 75%+1, 50%+1 or 25%+1, depending on how far FOH wants to go in terms of diluting its holding in return for investment in the club.

 

 

[22games nro]

Probably just as important one of them asks how the investment in FC Lorient was going as this would be a good indication of things to come. 
one replied , 2nd bottom after 20 games and not looking good , my local shop is going to run out of popcorn 🍿 

[Jambo in Bathgate]

11 minutes ago, hughesie27 said:

If they have then a Debt for Equity swap deal is a horrendous way of paying them back. You write off Hibs debt whilst diluting your own share value and you're still owe the folk their loan back. 

I was thinking of the Foley £6M paying off any loans. 

[Jambo-Fox]

2 minutes ago, Footballfirst said:

FOH urgently needs to look at its own governance (AoAs) to ensure that it can effectively manage any requirement for new investment in the club, as currently there are too many ifs, buts and maybes in what they are required to do in terms of the membership.

 

Consultation requirements need to be clarified, as do the voting thresholds of 90%, 75% and 50% appropriate to specific club actions.

 

One thing that could be considered is swapping it's 75% holding for a single golden share, which would carry the voting rights of 75%+1, 50%+1 or 25%+1, depending on how far FOH wants to go in terms of diluting its holding in return for investment in the club.

 

 

I don’t think I’d ever want the FOH to dilute their shareholding below 51%! However there is a simple way to continue to get external investment … simply all FOH ‘donations’ to HMFC receive equity in exchange. Then allow external or other current investors to match FOH on a £ for £ basis. This would effectively ensure every £ donated by the FOH would be matched by others thus doubling income whilst the FOH would retain 51% control. 
 

We’re going to win the league one day there is no doubt it’s going to happen!

[Lone Striker]

6 minutes ago, Footballfirst said:

FOH urgently needs to look at its own governance (AoAs) to ensure that it can effectively manage any requirement for new investment in the club, as currently there are too many ifs, buts and maybes in what they are required to do in terms of the membership.

 

Consultation requirements need to be clarified, as do the voting thresholds of 90%, 75% and 50% appropriate to specific club actions.

 

One thing that could be considered is swapping it's 75% holding for a single golden share, which would carry the voting rights of 75%+1, 50%+1 or 25%+1, depending on how far FOH wants to go in terms of diluting its holding in return for investment in the club.

 

 

Yes, I agree.  A full review by the FoH Board is needed and any  proposed changes (and reasons for those changes) explained to the members before a 50%+1 vote.

 

 

[Footballfirst]

1 minute ago, Jambo in Bathgate said:

I was thinking of the Foley £6M paying off any loans. 

I think that would be dodgy in the extreme. If the £6m went to the Gordons, then they wouldn't need a DFE swap.  Theoretically, I suppose they could use the cash raised to pay a dividend to shareholders, thus the Gordon's could receive bulk of the cash. I don't think the Hobo fans would be happy if that happened.

[sac]

7 minutes ago, Jambo-Fox said:

I don’t think I’d ever want the FOH to dilute their shareholding below 51%! However there is a simple way to continue to get external investment … simply all FOH ‘donations’ to HMFC receive equity in exchange. Then allow external or other current investors to match FOH on a £ for £ basis. This would effectively ensure every £ donated by the FOH would be matched by others thus doubling income whilst the FOH would retain 51% control. 
 

We’re going to win the league one day there is no doubt it’s going to happen!

With regard to your last sentence, if the OF could be starved of champions league money for two or three seasons, we may get a bit closer as long as we continue to improve.

[hereford_hearts]

3 hours ago, 1971fozzy said:

I don’t think this nonsense is good for them at all. The guy has never even been to Edinburgh !

It stinks and quite rightly some are worried. They all should be. Just looking at the state of Lorient should have alarm bells ringing. It’s almost poetic justice given how they laughed at us. 
 

And it’s totally why our 90% should and will (I’m sure) stay.

I bought a villa in Florida without seeing it. I just had a few photos and a video walk through to go on. Cost me £250k, but I bet I got a better return when I sold it in 2020, than the yank will get! 

Edited February 5 by hereford_hearts

[boag1874]

24 minutes ago, stevie1874 said:

Massive banner would be funny 🤣

Banner with a picture of a pyramid, Bournemouth/Hearts badge at the top, then Lorient/Kaunas, then Hibs/Minsk at the bottom

”Big teams go at the top”

[PortyBeach]

3 hours ago, BelgeJambo said:

 

 

3 hours ago, BelgeJambo said:

they walked away pretty quick having not been able to ply their management ethos and processes on the European workers.

Exactly the reason Tory ideologues wanted Brexit.
Deregulation and a diminution of trade union powers - “Britannia Unchained” wasn’t it?

[Herbert.]

Can FOH buy a 25% share in hibs? It would be funny to own hibs on and off the pitch.