The 'Drag Along' Option

I have taken this from the 2007 AGM documentation, which outlines the scope for the 'Drag Along' option on CCFC (Holdings) shares.

8 Drag Along Option

8.1 If the holders of [50]% or more in nominal value of the Ordinary Shares (together the "Selling Shareholders") wish to transfer on a bona fide arms length basis any interest in any Shares (other than a permitted transfer pursuant to Article 8) where that transfer would result in a Change of Control, the Selling Shareholders shall have the option (the "Drag Along Option") to require all the other holders of Shares to transfer all their Shares to the proposed third party purchaser ("the Third Party Purchaser") or as the Third Party Purchaser directs in accordance with this Article 10

8.2 The Selling Shareholders may exercise the Drag Along Option by giving notice to that effect ("a Drag Along Notice") to all other Shareholders ("the Dragged Shareholders") at any time before the transfer of Shares resulting in the Change of Control A Drag Along Notice shall specify that the Dragged Shareholders are required to transfer all their Shares (the "Dragged Shares") pursuant to Article 101, the price at which the Dragged Shares are to be transferred (being the pnce which has been offered by the Third Party Purchaser) and the proposed date of transfer ("the Pnce")

8.3 A Drag Along Notice is irrevocable but the Drag Along Notice and all obligations there under will lapse if for any reason there is not a Change of Control caused by a transfer of Shares by the Selling Shareholders to the Third Party Purchaser within 60 days after the date of the Drag Along Notice

8.4 Completion of the sale of the Dragged Shares under this Article shall take place on the same date as the date proposed for completion of the sale of the Selling Shareholders' Shares unless

841 all of the Dragged Shareholders and the Selling Shareholders
agree otherwise, or

842 that date is less than 7 days after the Drag Along Notice, where it
shall be deferred until the seventh day after the Drag Along Notice

8.5 The Dragged Shareholders shall be bound, on payment of the Pnce, to transfer the Dragged Shares to the Third Party Purchaser If a Dragged Shareholder defaults in so doing the Chairman (provided he is not the defaulting Dragged Shareholder) or failing him one of the Directors or some other person duly nominated by a resolution of the Board for that purpose, shall forthwith be deemed to be the duly appointed attorney of such Dragged Shareholder with full power to execute, complete and deliver in the name and on behalf of the Dragged Shareholder a transfer of the relevant Dragged Shares to the Third Party Purchaser or as the Third Party Purchaser may direct and the Board may receive and give a good discharge for the purchase money on behalf of the Dragged Shareholder and (subject to the transfer being duly stamped) enter the name of the Third Party Purchaser (or any nominee of the Third Party Purchaser) in the register of members as the holder or holders by transfer of the relevant Dragged Shares The Board

8.6 Purchase money which remains unclaimed for a period of 12 years from the
date on which such sums were paid to the Company shall revert to the Company and the Dragged Shareholder shall cease to be entitled to it

I'm no expert but it seems to me that provided 51% of all shareholders (not just one individual) wish to bring about a change in control by selling up to a 'third party buyer' then there is nothing the other 49% of shareholders can do about either the sale or the price paid.

This probably explains why the Malaysians have so far only bought 30% of the club.

My guess is once loans have been converted into shares VT & TG will have individual shareholdings which when added together amount to over 50%

Probably at that time VT's company Berjaya (the third party buyer) will make an offer for as little as 1p a share which will be accepted by VT & TG and trigger the drag on option, giving them the other 49% of shares for £800,000

That is really interesting and probably gives us some insight into how TG and VT are planning for the future. I couldn't get my head around the 30% but it now looks pretty clear based on your explanation.

There are some pretty big shareholders who may be going to get burnt by this but the club will be safe and, yet again, I'm impressed by the Malaysians methodical way of doing business. I know that the day-to-day operations seem a mess at the moment but the high level orgainisation seems to be gaining momentum .......... fingers crossed

Excellent work Tony, know you have been chewing on this bone for some time and quite rightly too as it has long seemed an extremely likely scenario that is being played out that you highlight. Let's hope so too as it would first and foremost be for the benefit of the club and secondly see those who with questionable motives not reap (or should that be rape?) yet more out of our club.

How are the loans going to be converted into share? I mean if this is their plan are they going to be allowed to convert?

Tony little concerned about this as I purchased shares to help the club out Not a great amount but could have used the money for something "useful" as the misses said!!!!! Will I be able to keep the new issue thus protecting my investment?

Tony little concerned about this as I purchased shares to help the club out Not a great amount but could have used the money for something "useful" as the misses said!!!!! Will I be able to keep the new issue thus protecting my investment?

I don't think so but you can be proud that you helped the club survive

How are the loans going to be converted into share? I mean if this is their plan are they going to be allowed to convert?

True why would the other shareholders allow this to happen knowing that they would be shafted if the drag along option was used ?????

I have taken this from the 2007 AGM documentation, which outlines the scope for the 'Drag Along' option on CCFC (Holdings) shares.

8 Drag Along Option

8.1 If the holders of [50]% or more in nominal value of the Ordinary Shares (together the "Selling Shareholders") wish to transfer on a bona fide arms length basis any interest in any Shares (other than a permitted transfer pursuant to Article 8) where that transfer would result in a Change of Control, the Selling Shareholders shall have the option (the "Drag Along Option") to require all the other holders of Shares to transfer all their Shares to the proposed third party purchaser ("the Third Party Purchaser") or as the Third Party Purchaser directs in accordance with this Article 10

8.2 The Selling Shareholders may exercise the Drag Along Option by giving notice to that effect ("a Drag Along Notice") to all other Shareholders ("the Dragged Shareholders") at any time before the transfer of Shares resulting in the Change of Control A Drag Along Notice shall specify that the Dragged Shareholders are required to transfer all their Shares (the "Dragged Shares") pursuant to Article 101, the price at which the Dragged Shares are to be transferred (being the pnce which has been offered by the Third Party Purchaser) and the proposed date of transfer ("the Pnce")

8.3 A Drag Along Notice is irrevocable but the Drag Along Notice and all obligations there under will lapse if for any reason there is not a Change of Control caused by a transfer of Shares by the Selling Shareholders to the Third Party Purchaser within 60 days after the date of the Drag Along Notice

8.4 Completion of the sale of the Dragged Shares under this Article shall take place on the same date as the date proposed for completion of the sale of the Selling Shareholders' Shares unless

841 all of the Dragged Shareholders and the Selling Shareholders
agree otherwise, or

842 that date is less than 7 days after the Drag Along Notice, where it
shall be deferred until the seventh day after the Drag Along Notice

8.5 The Dragged Shareholders shall be bound, on payment of the Pnce, to transfer the Dragged Shares to the Third Party Purchaser If a Dragged Shareholder defaults in so doing the Chairman (provided he is not the defaulting Dragged Shareholder) or failing him one of the Directors or some other person duly nominated by a resolution of the Board for that purpose, shall forthwith be deemed to be the duly appointed attorney of such Dragged Shareholder with full power to execute, complete and deliver in the name and on behalf of the Dragged Shareholder a transfer of the relevant Dragged Shares to the Third Party Purchaser or as the Third Party Purchaser may direct and the Board may receive and give a good discharge for the purchase money on behalf of the Dragged Shareholder and (subject to the transfer being duly stamped) enter the name of the Third Party Purchaser (or any nominee of the Third Party Purchaser) in the register of members as the holder or holders by transfer of the relevant Dragged Shares The Board

8.6 Purchase money which remains unclaimed for a period of 12 years from the
date on which such sums were paid to the Company shall revert to the Company and the Dragged Shareholder shall cease to be entitled to it

I'm no expert but it seems to me that provided 51% of all shareholders (not just one individual) wish to bring about a change in control by selling up to a 'third party buyer' then there is nothing the other 49% of shareholders can do about either the sale or the price paid.

This probably explains why the Malaysians have so far only bought 30% of the club.

My guess is once loans have been converted into shares VT & TG will have individual shareholdings which when added together amount to over 50%

Probably at that time VT's company Berjaya (the third party buyer) will make an offer for as little as 1p a share which will be accepted by VT & TG and trigger the drag on option, giving them the other 49% of shares for £800,000

Great post Tony and you have been busy with your work on this, keep it going, your an asset to this messageboard and it's members.

Its all good stuff.
they will get the club on the cheap
But
How much will still be owed to PMG, Langston etc

i wonder if, this is the reason ,other board members arnt dipping in there pockets anymore,, knowing they could be offered 1p per share, and are throwing there dummies out,,,,,, well done the malaysians,,, the club has been badly managed for years and years, looks like we could have a good board coming soon

I have taken this from the 2007 AGM documentation, which outlines the scope for the 'Drag Along' option on CCFC (Holdings) shares.

8 Drag Along Option

8.1 If the holders of [50]% or more in nominal value of the Ordinary Shares (together the "Selling Shareholders") wish to transfer on a bona fide arms length basis any interest in any Shares (other than a permitted transfer pursuant to Article 8) where that transfer would result in a Change of Control, the Selling Shareholders shall have the option (the "Drag Along Option") to require all the other holders of Shares to transfer all their Shares to the proposed third party purchaser ("the Third Party Purchaser") or as the Third Party Purchaser directs in accordance with this Article 10

8.2 The Selling Shareholders may exercise the Drag Along Option by giving notice to that effect ("a Drag Along Notice") to all other Shareholders ("the Dragged Shareholders") at any time before the transfer of Shares resulting in the Change of Control A Drag Along Notice shall specify that the Dragged Shareholders are required to transfer all their Shares (the "Dragged Shares") pursuant to Article 101, the price at which the Dragged Shares are to be transferred (being the pnce which has been offered by the Third Party Purchaser) and the proposed date of transfer ("the Pnce")

8.3 A Drag Along Notice is irrevocable but the Drag Along Notice and all obligations there under will lapse if for any reason there is not a Change of Control caused by a transfer of Shares by the Selling Shareholders to the Third Party Purchaser within 60 days after the date of the Drag Along Notice

8.4 Completion of the sale of the Dragged Shares under this Article shall take place on the same date as the date proposed for completion of the sale of the Selling Shareholders' Shares unless

841 all of the Dragged Shareholders and the Selling Shareholders
agree otherwise, or

842 that date is less than 7 days after the Drag Along Notice, where it
shall be deferred until the seventh day after the Drag Along Notice

8.5 The Dragged Shareholders shall be bound, on payment of the Pnce, to transfer the Dragged Shares to the Third Party Purchaser If a Dragged Shareholder defaults in so doing the Chairman (provided he is not the defaulting Dragged Shareholder) or failing him one of the Directors or some other person duly nominated by a resolution of the Board for that purpose, shall forthwith be deemed to be the duly appointed attorney of such Dragged Shareholder with full power to execute, complete and deliver in the name and on behalf of the Dragged Shareholder a transfer of the relevant Dragged Shares to the Third Party Purchaser or as the Third Party Purchaser may direct and the Board may receive and give a good discharge for the purchase money on behalf of the Dragged Shareholder and (subject to the transfer being duly stamped) enter the name of the Third Party Purchaser (or any nominee of the Third Party Purchaser) in the register of members as the holder or holders by transfer of the relevant Dragged Shares The Board

8.6 Purchase money which remains unclaimed for a period of 12 years from the
date on which such sums were paid to the Company shall revert to the Company and the Dragged Shareholder shall cease to be entitled to it

I'm no expert but it seems to me that provided 51% of all shareholders (not just one individual) wish to bring about a change in control by selling up to a 'third party buyer' then there is nothing the other 49% of shareholders can do about either the sale or the price paid.

This probably explains why the Malaysians have so far only bought 30% of the club.

My guess is once loans have been converted into shares VT & TG will have individual shareholdings which when added together amount to over 50%

Probably at that time VT's company Berjaya (the third party buyer) will make an offer for as little as 1p a share which will be accepted by VT & TG and trigger the drag on option, giving them the other 49% of shares for £800,000

I refer the honourable gentleman to several of my own previous posts on this identical topic over a number of months starting months ago when TG first got involved with the club.Perhaps someone cleverer than me could dig them out from the archive. This is very old news

If you look back over my posts on this , the bit I couldn`t understand or explain is why TG/VT didn`t come straight in with a 50%+ shareholding - there was scope to do so within the unissued capital and take advantage of the Drag Along option (which was put in place on the first day Ridsdale took over from Hammam , so was certainly not done with the intention of benefit ting TG ).

With the benefit of hindsight , I now think that it has been a deliberate tactic to firstly restructure and renegotiate the debts so that they know with certainty what liabilities they have to pay , and when , when they take full ownership of the club by employing this option.

Keith

I have taken this from the 2007 AGM documentation, which outlines the scope for the 'Drag Along' option on CCFC (Holdings) shares.

8 Drag Along Option

8.1 If the holders of [50]% or more in nominal value of the Ordinary Shares (together the "Selling Shareholders") wish to transfer on a bona fide arms length basis any interest in any Shares (other than a permitted transfer pursuant to Article 8) where that transfer would result in a Change of Control, the Selling Shareholders shall have the option (the "Drag Along Option") to require all the other holders of Shares to transfer all their Shares to the proposed third party purchaser ("the Third Party Purchaser") or as the Third Party Purchaser directs in accordance with this Article 10

8.2 The Selling Shareholders may exercise the Drag Along Option by giving notice to that effect ("a Drag Along Notice") to all other Shareholders ("the Dragged Shareholders") at any time before the transfer of Shares resulting in the Change of Control A Drag Along Notice shall specify that the Dragged Shareholders are required to transfer all their Shares (the "Dragged Shares") pursuant to Article 101, the price at which the Dragged Shares are to be transferred (being the pnce which has been offered by the Third Party Purchaser) and the proposed date of transfer ("the Pnce")

8.3 A Drag Along Notice is irrevocable but the Drag Along Notice and all obligations there under will lapse if for any reason there is not a Change of Control caused by a transfer of Shares by the Selling Shareholders to the Third Party Purchaser within 60 days after the date of the Drag Along Notice

8.4 Completion of the sale of the Dragged Shares under this Article shall take place on the same date as the date proposed for completion of the sale of the Selling Shareholders' Shares unless

841 all of the Dragged Shareholders and the Selling Shareholders
agree otherwise, or

842 that date is less than 7 days after the Drag Along Notice, where it
shall be deferred until the seventh day after the Drag Along Notice

8.5 The Dragged Shareholders shall be bound, on payment of the Pnce, to transfer the Dragged Shares to the Third Party Purchaser If a Dragged Shareholder defaults in so doing the Chairman (provided he is not the defaulting Dragged Shareholder) or failing him one of the Directors or some other person duly nominated by a resolution of the Board for that purpose, shall forthwith be deemed to be the duly appointed attorney of such Dragged Shareholder with full power to execute, complete and deliver in the name and on behalf of the Dragged Shareholder a transfer of the relevant Dragged Shares to the Third Party Purchaser or as the Third Party Purchaser may direct and the Board may receive and give a good discharge for the purchase money on behalf of the Dragged Shareholder and (subject to the transfer being duly stamped) enter the name of the Third Party Purchaser (or any nominee of the Third Party Purchaser) in the register of members as the holder or holders by transfer of the relevant Dragged Shares The Board

8.6 Purchase money which remains unclaimed for a period of 12 years from the
date on which such sums were paid to the Company shall revert to the Company and the Dragged Shareholder shall cease to be entitled to it

I'm no expert but it seems to me that provided 51% of all shareholders (not just one individual) wish to bring about a change in control by selling up to a 'third party buyer' then there is nothing the other 49% of shareholders can do about either the sale or the price paid.

This probably explains why the Malaysians have so far only bought 30% of the club.

My guess is once loans have been converted into shares VT & TG will have individual shareholdings which when added together amount to over 50%

Probably at that time VT's company Berjaya (the third party buyer) will make an offer for as little as 1p a share which will be accepted by VT & TG and trigger the drag on option, giving them the other 49% of shares for £800,000

I refer the honourable gentleman to several of my own previous posts on this identical topic over a number of months starting months ago when TG first got involved with the club.Perhaps someone cleverer than me could dig them out from the archive. This is very old news

If you look back over my posts on this , the bit I couldn`t understand or explain is why TG/VT didn`t come straight in with a 50%+ shareholding - there was scope to do so within the unissued capital and take advantage of the Drag Along option (which was put in place on the first day Ridsdale took over from Hammam , so was certainly not done with the intention of benefit ting TG ).

With the benefit of hindsight , I now think that it has been a deliberate tactic to firstly restructure and renegotiate the debts so that they know with certainty what liabilities they have to pay , and when , when they take full ownership of the club by employing this option.

Keith

Wouldn't the current shareholders be able to block this though?

I have taken this from the 2007 AGM documentation, which outlines the scope for the 'Drag Along' option on CCFC (Holdings) shares.

8 Drag Along Option

8.1 If the holders of [50]% or more in nominal value of the Ordinary Shares (together the "Selling Shareholders") wish to transfer on a bona fide arms length basis any interest in any Shares (other than a permitted transfer pursuant to Article 8) where that transfer would result in a Change of Control, the Selling Shareholders shall have the option (the "Drag Along Option") to require all the other holders of Shares to transfer all their Shares to the proposed third party purchaser ("the Third Party Purchaser") or as the Third Party Purchaser directs in accordance with this Article 10

8.2 The Selling Shareholders may exercise the Drag Along Option by giving notice to that effect ("a Drag Along Notice") to all other Shareholders ("the Dragged Shareholders") at any time before the transfer of Shares resulting in the Change of Control A Drag Along Notice shall specify that the Dragged Shareholders are required to transfer all their Shares (the "Dragged Shares") pursuant to Article 101, the price at which the Dragged Shares are to be transferred (being the pnce which has been offered by the Third Party Purchaser) and the proposed date of transfer ("the Pnce")

8.3 A Drag Along Notice is irrevocable but the Drag Along Notice and all obligations there under will lapse if for any reason there is not a Change of Control caused by a transfer of Shares by the Selling Shareholders to the Third Party Purchaser within 60 days after the date of the Drag Along Notice

8.4 Completion of the sale of the Dragged Shares under this Article shall take place on the same date as the date proposed for completion of the sale of the Selling Shareholders' Shares unless

841 all of the Dragged Shareholders and the Selling Shareholders
agree otherwise, or

842 that date is less than 7 days after the Drag Along Notice, where it
shall be deferred until the seventh day after the Drag Along Notice

8.5 The Dragged Shareholders shall be bound, on payment of the Pnce, to transfer the Dragged Shares to the Third Party Purchaser If a Dragged Shareholder defaults in so doing the Chairman (provided he is not the defaulting Dragged Shareholder) or failing him one of the Directors or some other person duly nominated by a resolution of the Board for that purpose, shall forthwith be deemed to be the duly appointed attorney of such Dragged Shareholder with full power to execute, complete and deliver in the name and on behalf of the Dragged Shareholder a transfer of the relevant Dragged Shares to the Third Party Purchaser or as the Third Party Purchaser may direct and the Board may receive and give a good discharge for the purchase money on behalf of the Dragged Shareholder and (subject to the transfer being duly stamped) enter the name of the Third Party Purchaser (or any nominee of the Third Party Purchaser) in the register of members as the holder or holders by transfer of the relevant Dragged Shares The Board

8.6 Purchase money which remains unclaimed for a period of 12 years from the
date on which such sums were paid to the Company shall revert to the Company and the Dragged Shareholder shall cease to be entitled to it

I'm no expert but it seems to me that provided 51% of all shareholders (not just one individual) wish to bring about a change in control by selling up to a 'third party buyer' then there is nothing the other 49% of shareholders can do about either the sale or the price paid.

This probably explains why the Malaysians have so far only bought 30% of the club.

My guess is once loans have been converted into shares VT & TG will have individual shareholdings which when added together amount to over 50%

Probably at that time VT's company Berjaya (the third party buyer) will make an offer for as little as 1p a share which will be accepted by VT & TG and trigger the drag on option, giving them the other 49% of shares for £800,000

I refer the honourable gentleman to several of my own previous posts on this identical topic over a number of months starting months ago when TG first got involved with the club.Perhaps someone cleverer than me could dig them out from the archive. This is very old news

If you look back over my posts on this , the bit I couldn`t understand or explain is why TG/VT didn`t come straight in with a 50%+ shareholding - there was scope to do so within the unissued capital and take advantage of the Drag Along option (which was put in place on the first day Ridsdale took over from Hammam , so was certainly not done with the intention of benefit ting TG ).

With the benefit of hindsight , I now think that it has been a deliberate tactic to firstly restructure and renegotiate the debts so that they know with certainty what liabilities they have to pay , and when , when they take full ownership of the club by employing this option.

Keith

Wouldn't the current shareholders be able to block this though?

No , because TG/VT have enough shares to stop a further amendment to the company`s rules.

No , because TG/VT have enough shares to stop a further amendment to the company`s rules.

Currently or if the loans are converted into shares? If the latter, can the other shareholders block the conversion of these loans into shares?

I have taken this from the 2007 AGM documentation, which outlines the scope for the 'Drag Along' option on CCFC (Holdings) shares.

8 Drag Along Option

8.1 If the holders of [50]% or more in nominal value of the Ordinary Shares (together the "Selling Shareholders") wish to transfer on a bona fide arms length basis any interest in any Shares (other than a permitted transfer pursuant to Article 8) where that transfer would result in a Change of Control, the Selling Shareholders shall have the option (the "Drag Along Option") to require all the other holders of Shares to transfer all their Shares to the proposed third party purchaser ("the Third Party Purchaser") or as the Third Party Purchaser directs in accordance with this Article 10

8.2 The Selling Shareholders may exercise the Drag Along Option by giving notice to that effect ("a Drag Along Notice") to all other Shareholders ("the Dragged Shareholders") at any time before the transfer of Shares resulting in the Change of Control A Drag Along Notice shall specify that the Dragged Shareholders are required to transfer all their Shares (the "Dragged Shares") pursuant to Article 101, the price at which the Dragged Shares are to be transferred (being the pnce which has been offered by the Third Party Purchaser) and the proposed date of transfer ("the Pnce")

8.3 A Drag Along Notice is irrevocable but the Drag Along Notice and all obligations there under will lapse if for any reason there is not a Change of Control caused by a transfer of Shares by the Selling Shareholders to the Third Party Purchaser within 60 days after the date of the Drag Along Notice

8.4 Completion of the sale of the Dragged Shares under this Article shall take place on the same date as the date proposed for completion of the sale of the Selling Shareholders' Shares unless

841 all of the Dragged Shareholders and the Selling Shareholders
agree otherwise, or

842 that date is less than 7 days after the Drag Along Notice, where it
shall be deferred until the seventh day after the Drag Along Notice

8.5 The Dragged Shareholders shall be bound, on payment of the Pnce, to transfer the Dragged Shares to the Third Party Purchaser If a Dragged Shareholder defaults in so doing the Chairman (provided he is not the defaulting Dragged Shareholder) or failing him one of the Directors or some other person duly nominated by a resolution of the Board for that purpose, shall forthwith be deemed to be the duly appointed attorney of such Dragged Shareholder with full power to execute, complete and deliver in the name and on behalf of the Dragged Shareholder a transfer of the relevant Dragged Shares to the Third Party Purchaser or as the Third Party Purchaser may direct and the Board may receive and give a good discharge for the purchase money on behalf of the Dragged Shareholder and (subject to the transfer being duly stamped) enter the name of the Third Party Purchaser (or any nominee of the Third Party Purchaser) in the register of members as the holder or holders by transfer of the relevant Dragged Shares The Board

8.6 Purchase money which remains unclaimed for a period of 12 years from the
date on which such sums were paid to the Company shall revert to the Company and the Dragged Shareholder shall cease to be entitled to it

I'm no expert but it seems to me that provided 51% of all shareholders (not just one individual) wish to bring about a change in control by selling up to a 'third party buyer' then there is nothing the other 49% of shareholders can do about either the sale or the price paid.

This probably explains why the Malaysians have so far only bought 30% of the club.

My guess is once loans have been converted into shares VT & TG will have individual shareholdings which when added together amount to over 50%

Probably at that time VT's company Berjaya (the third party buyer) will make an offer for as little as 1p a share which will be accepted by VT & TG and trigger the drag on option, giving them the other 49% of shares for £800,000

I refer the honourable gentleman to several of my own previous posts on this identical topic over a number of months starting months ago when TG first got involved with the club.Perhaps someone cleverer than me could dig them out from the archive. This is very old news

If you look back over my posts on this , the bit I couldn`t understand or explain is why TG/VT didn`t come straight in with a 50%+ shareholding - there was scope to do so within the unissued capital and take advantage of the Drag Along option (which was put in place on the first day Ridsdale took over from Hammam , so was certainly not done with the intention of benefit ting TG ).

With the benefit of hindsight , I now think that it has been a deliberate tactic to firstly restructure and renegotiate the debts so that they know with certainty what liabilities they have to pay , and when , when they take full ownership of the club by employing this option.

Keith

It's here
viewtopic.php?f=2&t=3103&p=26891&hilit=drag+along#p26891

No , because TG/VT have enough shares to stop a further amendment to the company`s rules.

Currently or if the loans are converted into shares? If the latter, can the other shareholders block the conversion of these loans into shares?

Whats the answer ???

Can other shareholders block it ???????????

Good thread this, but, besides the question being asked now about whether other shareholders would be able to block anyone trying to convert loans into shares, there is another question that occurs to me. The info that Tony Blue Williams quoted came from documentation from the 2007 AGM - does this mean that it was put in place by Ridsdale and co at the time they formally took over in January of that year? If this was the case, then does anyone have any idea why they would have done that because, under the present circumstances, it seems that they have performed the equivalent of turkeys voting for Christmas?

Im also sure that Sam's or Langston's £12 or £24 mil may go down this route perhaps ? ?

Good thread this, but, besides the question being asked now about whether other shareholders would be able to block anyone trying to convert loans into shares, there is another question that occurs to me. The info that Tony Blue Williams quoted came from documentation from the 2007 AGM - does this mean that it was put in place by Ridsdale and co at the time they formally took over in January of that year? If this was the case, then does anyone have any idea why they would have done that because, under the present circumstances, it seems that they have performed the equivalent of turkeys voting for Christmas?

It certainly was put in place by Ridsdale Paul (see my response to Tony above).

Possibly PMG were considering a full takeover of their own at the time.

Keith

Good thread this, but, besides the question being asked now about whether other shareholders would be able to block anyone trying to convert loans into shares, there is another question that occurs to me. The info that Tony Blue Williams quoted came from documentation from the 2007 AGM - does this mean that it was put in place by Ridsdale and co at the time they formally took over in January of that year? If this was the case, then does anyone have any idea why they would have done that because, under the present circumstances, it seems that they have performed the equivalent of turkeys voting for Christmas?

It certainly was put in place by Ridsdale Paul (see my response to Tony above).

Possibly PMG were considering a full takeover of their own at the time.

Keith

Or possibly a sale to a third party at a much higher share price.

Good thread this, but, besides the question being asked now about whether other shareholders would be able to block anyone trying to convert loans into shares, there is another question that occurs to me. The info that Tony Blue Williams quoted came from documentation from the 2007 AGM - does this mean that it was put in place by Ridsdale and co at the time they formally took over in January of that year? If this was the case, then does anyone have any idea why they would have done that because, under the present circumstances, it seems that they have performed the equivalent of turkeys voting for Christmas?

It certainly was put in place by Ridsdale Paul (see my response to Tony above).

Possibly PMG were considering a full takeover of their own at the time.

Keith

Sorry Keith I missed that comment of yours - there could, hopefully, be an element of poetic justice at work here then!

Good thread this, but, besides the question being asked now about whether other shareholders would be able to block anyone trying to convert loans into shares, there is another question that occurs to me. The info that Tony Blue Williams quoted came from documentation from the 2007 AGM - does this mean that it was put in place by Ridsdale and co at the time they formally took over in January of that year? If this was the case, then does anyone have any idea why they would have done that because, under the present circumstances, it seems that they have performed the equivalent of turkeys voting for Christmas?

It certainly was put in place by Ridsdale Paul (see my response to Tony above).

Possibly PMG were considering a full takeover of their own at the time.

Keith

Or possibly a sale to a third party at a much higher share price.

Yeah maybe - I suppose that would go some way towards explaining the "Premiership or bust" philosophy of the past few seasons.

I refer the honourable gentleman to several of my own previous posts on this identical topic over a number of months starting months ago when TG first got involved with the club.Perhaps someone cleverer than me could dig them out from the archive. This is very old news

If you look back over my posts on this , the bit I couldn`t understand or explain is why TG/VT didn`t come straight in with a 50%+ shareholding - there was scope to do so within the unissued capital and take advantage of the Drag Along option (which was put in place on the first day Ridsdale took over from Hammam , so was certainly not done with the intention of benefit ting TG ).

With the benefit of hindsight , I now think that it has been a deliberate tactic to firstly restructure and renegotiate the debts so that they know with certainty what liabilities they have to pay , and when , when they take full ownership of the club by employing this option.

Keith

That's a bit of a bitchy response if I am being totally honest. It wasn't my intention to 'break news' and I certainly didn't claim 'exclusive'

However, many message board users have asked about the 'drag on option' so I thought posting the actual documentation might give an insight to how it works.

For instance at no time has it been explained that for the drag to work the shares must be sold to a 'thrid party' and result in a change of control which could well explain why the Malaysians only took 30% (it could have been at the insistance of PMG who didn't want them to exercise the drag on immeadiatley). Also the price is set by the 51% who want to sell.

I might have duplicated your previous subject but it was done from another angle and has certainly added to the information you have previously not disclosed.

I refer the honourable gentleman to several of my own previous posts on this identical topic over a number of months starting months ago when TG first got involved with the club.Perhaps someone cleverer than me could dig them out from the archive. This is very old news

If you look back over my posts on this , the bit I couldn`t understand or explain is why TG/VT didn`t come straight in with a 50%+ shareholding - there was scope to do so within the unissued capital and take advantage of the Drag Along option (which was put in place on the first day Ridsdale took over from Hammam , so was certainly not done with the intention of benefit ting TG ).

With the benefit of hindsight , I now think that it has been a deliberate tactic to firstly restructure and renegotiate the debts so that they know with certainty what liabilities they have to pay , and when , when they take full ownership of the club by employing this option.

Keith

That's a bit of a bitchy response if I am being totally honest. It wasn't my intention to 'break news' and I certainly didn't claim 'exclusive'

However, many message board users have asked about the 'drag on option' so I thought posting the actual documentation might give an insight to how it works.

For instance at no time has it been explained that for the drag to work the shares must be sold to a 'thrid party' and result in a change of control which could well explain why the Malaysians only took 30% (it could have been at the insistance of PMG who didn't want them to exercise the drag on immeadiatley). Also the price is set by the 51% who want to sell.

I might have duplicated your previous subject but it was done from another angle and has certainly added to the information you have previously not disclosed.

Certainly wasn`t meant to be "bitchy" towards you Tony - see the emoticons - it was a joke .

People on messageboards have very short memories and would have forgotten my previous posts (including the bits where I said about the need to sell to a third party ) so no harm in reminding them of this topic.

Keith

If Carlseberg done football club drag ons, this would be the one for me.

That's a bit of a bitchy response if I am being totally honest. It wasn't my intention to 'break news' and I certainly didn't claim 'exclusive'

However, many message board users have asked about the 'drag on option' so I thought posting the actual documentation might give an insight to how it works.

For instance at no time has it been explained that for the drag to work the shares must be sold to a 'thrid party' and result in a change of control which could well explain why the Malaysians only took 30% (it could have been at the insistance of PMG who didn't want them to exercise the drag on immeadiatley). Also the price is set by the 51% who want to sell.

I might have duplicated your previous subject but it was done from another angle and has certainly added to the information you have previously not disclosed.[/quote]

The Malaysians keep saying they are looking for a third party to invest. Could this new investor be the third party that buys 51% of the shares and triggers the drag on.

well done tony, i like reading your posts

soory thought this was about marlon king and his latest bird thought it was another option to giving her a dry slap