The Falkirk FC Thread

[Bairn winner]

4 minutes ago, Zbairn said:

The concept of fan ownership (and the reason I joined the FSS) was always to have that "veto" and prevent a takeover by some numpty.

In the great scheme of things £15k isn't a huge amount of cash, although in our case it is always welcome.

My reading of this is that the BoD do not want the FSS to get the requisite shareholding. Not a cash thing.  Politics at play h

Not sure this is the fan ownership most of us bought into, the FFS money seems now to be just wanted as a donation in that case.

[LatapyBairn.]

1 hour ago, Zbairn said:

Just saw this update from the FSS in my e-mails :-

"Following the payment of the money from the Fan Bank loan to FSS, this money was passed to the club to purchase 875,000 shares. These shares, when added to those previously purchased by/donated to FSS, takes us to a current total of 1,279,000. The total number of shares issued by the Company (Falkirk Football Club) are 5,197,575, so FSS is the largest shareholder at 24.6% of the total shareholding.

The FSS committee has unanimously agreed that we require to reach 25% plus one share. This (25%+1) is important because it is the number of shares required to veto any special resolutions - thus providing FSS (and the wider fanbase) with the 'safeguard' associated with our message. That means FSS needs to obtain a further 37,184 shares to reach the figure of 25% plus one share.

Falkirk Football Club Board of Directors have informed us that there are no more shares available to us (the club has elected to retain approximately 1% of total shares for other potential investors), but they are understanding of our aim of reaching over 25%. As a result, FSS needs to find a different mechanism to buy or obtain the additional 37,184 shares. For example, recently 2000 shares were anonymously donated by a Bairn to FSS."

 

I thought the whole premise of fan ownership was to provide the fans with a veto to any unwanted predator trying to buy into the club. Is that not the whole concept of the FSS (and the Patrons Group)? 

Can anyone enlighten me with the logic why the club don't want the fans to have the 25% +1 shareholding and that "safeguard" ?

If the fans cannot buy the club, then what is the purpose of the FSS and Patrons Group? What is the point in the Govt spending £300k if not for fan ownership?

I am a little perplexed by this

 

Should be easy enough to find the final 3700 shares, I’m told one or two of the patrons group would happily transfer their shareholding to the FSS and there will be a number of minor shareholders prepared to do the same (i’d happily do so)as well I presume. Can also understand why the club would like to retain some unsold shares for fans or potential new patrons to buy. Don’t see this becoming a massive issue for the FSS to solve in all honestly. Might actually be a good way of unionising and bringing all the small shareholders under one umbrella, FSS could easily exceed the 25% needed given the number of small shareholdings that exist. 

Edited August 7, 2023 by LatapyBairn.

[StuartA]

I'm not involved with FSS anymore, for no other reason that I'd done my time, so I'm careful not to interfere with the guys giving up their time to do the job.  And I don't have any inside info here.

Caveats out of the way, I'd not read too much into the 24 vs 25% thing.  Remember that special resolutions in General Meetings need to pass with 75% of *those voting* as opposed to the overall number.  That's how we managed to win the vote to allow the Rawlings investment, which was being opposed by Gow and whoever was backing him.

So with over 24%, there's no chance that FSS would lose a special resolution.  Similarly, between FSS and the Patrons, there'll more than likely always be effective control of over 50% of any vote.

I think it would make sense for small shareholders to transfer some or all of their shares to FSS, perhaps in lieu of membership, if they wanted to.  It'd help the club tidy up the share register and also make sure more shares were in active ownership.

 

[Guest]

I have contacted the FSS regarding this.

I understand money is tight but the whole point of fan ownership to me, is to continually build up a shareholding. The remaining shares won’t matter much to anyone so if they are as willing to buy shares then why not sell them a 10 year season ticket, a player sponsorship or just donate the money instead to Forever Falkirk as 60,000 shares have little worth to any individual but does matter to the FSS. 

The club should not refuse FSS to buy shares and expect them to hand over the money regardless. The FSS should also not accept this without consulting its shareholders, which is the membership. It works against how FSS was sold to the fans, with our last few months contributions now apparently being handed over without purchasing shares. 

I also think this goes against the good will of the government loan as the FSS is now willingly letting its shareholding be diluted albeit by a small amount. 

Edited August 7, 2023 by Van_damage

[Zbairn]

13 minutes ago, StuartA said:

I'm not involved with FSS anymore, for no other reason that I'd done my time, so I'm careful not to interfere with the guys giving up their time to do the job.  And I don't have any inside info here.

Caveats out of the way, I'd not read too much into the 24 vs 25% thing.  Remember that special resolutions in General Meetings need to pass with 75% of *those voting* as opposed to the overall number.  That's how we managed to win the vote to allow the Rawlings investment, which was being opposed by Gow and whoever was backing him.

So with over 24%, there's no chance that FSS would lose a special resolution.  Similarly, between FSS and the Patrons, there'll more than likely always be effective control of over 50% of any vote.

I think it would make sense for small shareholders to transfer some or all of their shares to FSS, perhaps in lieu of membership, if they wanted to.  It'd help the club tidy up the share register and also make sure more shares were in active ownership.

 

That's a presumption that the Patrons Group and remaining MSG are in agreement with the concerns of the FSS. If there is a disagreement between the two (or three) then that might not necessarily be the case.

That is why the 25%+1 is important. The FSS is the umbrella group of over 750 fans. Not just 20 or 30. Basically it's a guarantee that nothing can be done without the bulk of fans agreeing to it. 

My main concern now is that the FSS cash is effectively a donation to the club. Without some safeguard of being able to retain that % of shareholding , should an investor come in, then it makes the FSS redundant. Any new cash to the club should only be given on the understanding that its a "soft loan" and when new shares become available, then the FSS can call in that loan for the new shares.

Edited August 7, 2023 by Zbairn

[ChrispPancake]

Danny McBreen

[RC_Bairn]

34 minutes ago, Bairn winner said:

Not sure this is the fan ownership most of us bought into, the FFS money seems now to be just wanted as a donation in that case.

Agreed - it's a shifting of the goalposts.  We were told to join FSS which would in turn increase the shareholding in the club.  It looks like the FSS has now reached the upper ceiling of it's shareholding and any further money coming into FSS will either be a donation to the club or used to service the SG loan.  Disappointing is an understatement.

Anyone know if the Patrons are imposing similar limits on themselves??  

[ChrispPancake]

1 minute ago, Zbairn said:

That a presumption that the Patrons Group and remaining MSG are in agreement with the concerns of the FSS. If there is a disagreement between the two (or three) then that might not necessarily be the case.

That is why the 25%+1 is important. The FSS is the umbrella group of over 750 fans. Not just 20 or 30. Basically it's a guarantee that nothing can be done without the bulk of fans agreeing to it. 

My main concern now is that the FSS cash is effectively a donation to the club. Without some safeguard of being able to retain that % of shareholding , should an investor come in, then it makes the FSS redundant. Any new cash to the club should only be given on the understanding that its a "soft loan" and when new shares become available, then the FSS can call in that loan for the new shares.

with the money being raised each month/year FSS need to understand that cash talks and just withhold any future cash to the club till the 25+1 conditions is met. Let's see who gives first.. Simples

[Zbairn]

3 minutes ago, ChrispPancake said:

with the money being raised each month/year FSS need to understand that cash talks and just withhold any future cash to the club till the 25+1 conditions is met. Let's see who gives first.. Simples

There is an FSS meeting coming up shortly. That is when the members get their say ! 

[Guest]

37 minutes ago, Bairn winner said:

Not sure this is the fan ownership most of us bought into, the FFS money seems now to be just wanted as a donation in that case.

The message that the club will sell no more shares to the FSS (but I am willing to bet a new Patron could buy them) on the basis of “we get the FSS money anyway” is both presumptuous and concerning.

We get all positive with a deserved opening day win, and then this……what looks like FSS will now be treated like FF. That’s a helluva leap, and to my mind, not what people signed up for.

Now, many might be happy to go along with what is (for me) a troubling change of direction from the previous position of fan ownership. Here’s a very plausible hypothetical for you…….everyone continues to put in their money as nothing more than a big brother FF. in 4 years time, a new investor comes along with £500k to invest, so a new share issue takes place to give the new investor a million and a bit shares.

Within that same timeframe of 4 years, FSS has put in £400k……..but here’s the kicker……they get nothing for it, and their existing shareholding is diluted.

Sorry, but after all the drum beating of the last 2 years about fan ownership, it now seems that FSS is being deliberately denied a position of being truly effective and influential.

I don’t like this at all.

[Zbairn]

2 minutes ago, Duncan Freemason said:

The message that the club will sell no more shares to the FSS (but I am willing to bet a new Patron could buy them) on the basis of “we get the FSS money anyway” is both presumptuous and concerning.

We get all positive with a deserved opening day win, and then this……what looks like FSS will now be treated like FF. That’s a helluva leap, and to my mind, not what people signed up for.

Now, many might be happy to go along with what is (for me) a troubling change of direction from the previous position of fan ownership. Here’s a very plausible hypothetical for you…….everyone continues to put in their money as nothing more than a big brother FF. in 4 years time, a new investor comes along with £500k to invest, so a new share issue takes place to give the new investor a million and a bit shares.

Within that same timeframe of 4 years, FSS has put in £400k……..but here’s the kicker……they get nothing for it, and their existing shareholding is diluted.

Sorry, but after all the drum beating of the last 2 years about fan ownership, it now seems that FSS is being deliberately denied a position of being truly effective and influential.

I don’t like this at all.

Pretty much sums it up !

[Baggio]

18 minutes ago, ChrispPancake said:

Danny McBreen

Danny McBreen scored 19 goals for Falkirk. He's not on the same level as some of these guys.

 

Anyway,, Kevin McBride

[RC_Bairn]

33 minutes ago, LatapyBairn. said:

Should be easy enough to find the final 3700 shares, I’m told one or two of the patrons group would happily transfer their shareholding to the FSS and there will be a number of minor shareholders prepared to do the same (i’d happily do so)as well I presume. Can also understand why the club would like to retain some unsold shares for fans or potential new patrons to buy. Don’t see this becoming a massive issue for the FSS to solve in all honestly. Might actually be a good way of unionising and bringing all the small shareholders under one umbrella, FSS could easily exceed the 25% needed given the number of small shareholdings that exist. 

Seriously?  I know you've drank the kool-aid but surely you see the flaws in this? There's no need for the club to retain unsold shares for new patrons or new external investers.  The BoD have the ability to issue new shares whenever they want (subject to shareholder approval) so it makes no sense to put a limit on one group, but not others.  This is a power play - pure and simple.  It's now becoming increasingly clear what's behind the recent FSS resignations.

[SouthStander1876]

Akeel Francis

[LatapyBairn.]

13 minutes ago, RC_Bairn said:

Seriously?  I know you've drank the kool-aid but surely you see the flaws in this? There's no need for the club to retain unsold shares for new patrons or new external investers.  The BoD have the ability to issue new shares whenever they want (subject to shareholder approval) so it makes no sense to put a limit on one group, but not others.  This is a power play - pure and simple.  It's now becoming increasingly clear what's behind the recent FSS resignations.

Not sure what’s so outlandish about my suggestion, I’m purely offering a potential solution rather than just howling at the moon. Have also emailed the FSS with the suggestion. Hopefully something along along those lines can be offered up to the members in a vote. I’d be more than happy to transfer my own small shareholding and it could also potentially lead to growing the FSS shareholding way beyond the 25% if enough done the same.

Edited August 7, 2023 by LatapyBairn.

[Proudtobeabairn]

Andy Haworth

[Guest]

15 minutes ago, RC_Bairn said:

Seriously?  I know you've drank the kool-aid but surely you see the flaws in this? There's no need for the club to retain unsold shares for new patrons or new external investers.  The BoD have the ability to issue new shares whenever they want (subject to shareholder approval) so it makes no sense to put a limit on one group, but not others.  This is a power play - pure and simple.  It's now becoming increasingly clear what's behind the recent FSS resignations.

 

As I understand it too, there was more government money available for the loan so the FSS could have bought all the remaining shares and therefore the club would have had that £15k or so in the bank already. 

[RC_Bairn]

2 minutes ago, LatapyBairn. said:

Not sure what’s so outlandish about my suggestion, I’m purely offering a potential solution rather than just howling at the moon. Have also emailed the FSS with the suggestion. Hopefully something along along those lines can be offered up to the members in a vote, I’d be more than happy to transfer my own small shareholding and it could also potentially lead to growing the FSS shareholding way beyond the 25% if enough done the same.

You're missing the point (not sure whether it's deliberate or not).  Why should fans with individual shareholdings be asked to transfer them to the FSS because the BoD have set an arbitrary limit on the FSS shareholding?  Also aren't you concerned that fans have been misled?  We were told that FSS donations would be used to build up a shareholding in the club and to further fan ownership.  It would now appear that's been dumped and FSS has now become a vehicle to deliver a donation to the club.

[Guest]

10 minutes ago, LatapyBairn. said:

Not sure what’s so outlandish about my suggestion, I’m purely offering a potential solution rather than just howling at the moon. Have also emailed the FSS with the suggestion. Hopefully something along along those lines can be offered up to the members in a vote. I’d be more than happy to transfer my own small shareholding and it could also potentially lead to growing the FSS shareholding way beyond the 25% if enough done the same.

Define “transfer”. This is a massive issue. Remember, you cannot transfer share ownership without permission from the club. The club (who is “the club” btw) might be happy for a bit of occasional proxy voting, but share ownership is a very different thing.

I am sorry, but this reeks of FFC seeking to control what we have been told from day one is a wholly independent organisation. 
 

Who the hell is howling at the moon? If you choose to see this as no big deal, that’s your choice, but don’t berate people who choose to see it for what it truly is.

Edited August 7, 2023 by Duncan Freemason

[LatapyBairn.]

15 minutes ago, Duncan Freemason said:

Define “transfer”. This is a massive issue. Remember, you cannot transfer share ownership without permission from the club. The club (who is “the club” btw) might be happy for a bit of occasional proxy voting, but share ownership is a very different thing.

I am sorry, but this reeks of FFC seeking to control what we have been told from day one is a wholly independent organisation. 
 

Who the hell is howling at the moon? If you choose to see this as no big deal, that’s your choice, but don’t berate people who choose to see it for what it truly is.

I think you’ll find it was me being berated, I’m surely entitled to respond to that! ……Anyway, I’m in agreement it’s not a great move by the club board (partly made up of FSS reps remember and I believe all are also paid up FSS members) at least from an optics point of view if nothing else but also don’t see it as in insurmountable problem if everyone gets around the table. Without being sure of the exact logistics in share transfer I think you are right in that the club in theory have a veto however I doubt they actually would if it was proposed but failing that it’s surely not beyond the means of man to organise a more informal way of bringing a number of the smaller shareholdings under the FSS umbrella for voting purposes without actually having to transfer the shares directly. The patrons group is made up of individual shareholders banded together, somthing similar on a larger scale should not be overly difficult to achieve and might actually increase the FSS shareholding way beyond the 25%.

Edited August 7, 2023 by LatapyBairn.