The Board of Notts County Supporters Trust has unanimously agreed to the acquisition of a further 20.8% shareholding in the Club. This will increase its overall holding to 51%.

A meeting of the Trust’s membership will now be held in order to ratify the decision. If the membership provides the necessary ratification, the Club will, for the first time in its 144 year history, become majority owned by its supporters.

PRE-EMPTION AGREEMENT

1. Ownership of the Club’s shares is governed by an arrangement established in 2003, known as the “pre-emption agreement”. Under this arrangement, whenever a shareholder wishes to dispose of his shares he must, first of all, offer them to the other shareholders. The existing shareholders have the option to acquire the shares offered in proportion to their current holding. Effectively this means that the Supporters Trust has the legal right to increase its holding from its present level of 30.2% to approximately 60%.

2. In the past, the Supporters Trust has intimated that it would not wish to take up more shares but instead exercise a power of veto through a ballot of its membership whenever a change of regime was mooted. However, the Trust Board now believe the time has come for the Supporter’s Trust to increase its involvement by becoming the majority shareholder in the Club.

3. In line with the above, the Trust Board have agreed to acquire part of the shareholding currently held by another minority shareholder, Haydn Green. An interest-free loan will be made available to facilitate this.

4. Under this arrangement, the Trust will only be taking up sufficient shares to increase our holding to 51%. The balance of Haydn Green’s holding will be offered (in accordance with the pre-emption agreement) to the other three existing shareholders. This will enable each of them to double their present holdings should they so wish. Finally following the expiration of the 28 day offer period any remaining shares will be made available to other directors, some of whom have in the past expressed a desire to acquire shares.

WHAT WILL CHANGE?


Notts County Supporters Trust Chair, Keri Usherwood says:

“This is not an exercise in control or power broking. The Club desperately needs a prolonged period of stability in order to continue to build on the firm foundations that have been put in place. We see our role as maintaining a “watching brief” over the happenings at the Club. The existing directors will continue to receive our support in running the Club. We will be on hand to ensure that the excesses of the past will not be repeated”.

“Football cannot continue to be run on a mixture of hand-outs, bail-outs and cop-outs. There is no place for egotists or those who use football for self-aggrandisement. The majority ownership of the Club will be in the hands of those who provide the basis for its very existence, the supporters”.

“We intend to promote an open culture where supporters are kept fully informed of all meaningful issues affecting their Club. Existing avenues of communication will continue to be improved and additional opportunities will be explored. After the difficult and depressing times of recent years this is an opportunity for the world’s oldest football league club to look to better times with its supporters at its heart”.

How much did this cost?

Who is the intrest free loan from?

How long do we have to repay it?

Will we be adding to the board of directors to reflect our holdings in the club?

Will this impact the Ground sharing proposals with Nottingham Rugby Club?

Will we be reviewing recent decisions regarding the youth setup?

Most Importantly WHAT WILL CHANGE?

Hi.

Thanks for the questions. I'll make sure there are some answers posted up tomorrow (It's been a long day today!)

Cheers

Keri

So my question for tonight, if I were there, would be:

"Is the football club debt free? If not, how much does it owe, to whom at at what interest rates?"

1. How much will the loan repayments be per annum?

2. Will the trusts shareholding be reduced below 50% when all the loans are converted into shares? What will be the trusts % when this happens?

3. Why is the trust not increasing its holding to the full 60% it is entitled to?

4. What extra legal protection is gained from increasing from 30.2% to 51%?

Phil Tooley from Chesterfield and Supporters Direct interviewed in the Post here

Hi all.

Some answers as promised:

How much did this cost?

The shares are to be purchased at 50 pence each so the total cost will be in the region of £50K. A formal loan agreement is being prepared which will be available to members before the ratification meeting.

Who is the intrest free loan from?

It is from Haydn Green. The Trust has loans into the Club totalling £166,500 so could have used some of this to purchase the shares. However, this would have meant money coming out of the Club. This alternative arrangement was felt to be a better option.

How long do we have to repay it?

Th loan (interest-free) is only repayable under 2 circumstances. Firstly, if the Trust ever sells the shares. Secondly, when the Trust feels it is in the position to be able to make the repayments so this is at an indeterminate time.

Will we be adding to the board of directors to reflect our holdings in the club?

The Trust has previously made its intention to pursue an additional Director clear. This needs discussion by Trust members.

Will this impact the Ground sharing proposals with Nottingham Rugby Club?

I can see no reason why this should have any impact.

Will we be reviewing recent decisions regarding the youth setup?

This is not really an option. A decision has been taken and implemented. Any money which might have been available has been used to bolster the playing squad as was made clear at the time the decision was taken. There is still huge uncertainty about how or if grant funding will be available at all next year.

The Trust did however say at the time the decision was taken that we would like to keep this under review and explore any further opportunities that might arise to put some kind of scheme in place in the future. We will continue to do this but this is likely to be a long term aim.

Most Importantly WHAT WILL CHANGE?

Hopefully not a great deal. The most important thing for the Club is a prolonged period of stability. We have a Board of Directors headed by a Club Chairman who run the Club on a day to day basis. We have publically welcomed a number of new Directors and the Chairman to the Board recently. The Club is moving in the right direction and we need to continue this in the best interests of the Club.

A significant change is that, should Trust members ratify the proposal to move to a 51% shareholding, the Club has much more protection. No-one can take majority control unless agreed by supporters through the Trust. No-one can grab majority control and impose a new Board of Directors who may damage the Club financially.

The Trust can also look to additional supporter representation on the Club Board if this is seen by members as being in the best interests of Club and Trust.

So, the Club has more protection (it's easy to forget the events of 3 years ago), supporters can feel even more that Notts County is their Club, the Directors can continue to run the Club properly on our behalf and under our scrutiny.

"Is the football club debt free? If not, how much does it owe, to whom at at what interest rates?"

The Club owes the Trust £166,500 but we have made it clear that we would want this converted to shares rather than repaid. The Trust are unlikely to want to take this money out if there was the slightest chance it would damage the Club.

The position with the loans from earlier this year is more difficult. These loans, which were both from Trust members, were made on the basis of complete confidentiality at their insistence. They are also loans to the Club not the Trust. All I would want to say is that the loans were made on repayment terms which are very generous to the Club and I'm very confident that they do not pose a threat to the Club's finances. Sorry, but it wouldn't be right to say any more than that from the Trust.

1. How much will the loan repayments be per annum?

See answer above.

2. Will the trusts shareholding be reduced below 50% when all the loans are converted into shares? What will be the trusts % when this happens?

No. Only the Trust's loans have the prospect on cenversion to shares.

3. Why is the trust not increasing its holding to the full 60% it is entitled to?

This is a deliberate decision to give Directors who currently do not have shares, a chance to purchase some.

4. What extra legal protection is gained from increasing from 30.2% to 51%?

See answer above.


Phil Tooley from Chesterfield and Supporters Direct interviewed in the Post

This is an excellent synopsis of the position by Phil Tooley. I encourage everyone to read it if thay have not already done so.

Thanks for the questions. Hope the answers help. Get back to me if there are more questions.

Cheers

Keri

Hi Keri

Thanks for the answers, one more though!

Following on from:
'2. Will the trusts shareholding be reduced below 50% when all the loans are converted into shares? What will be the trusts % when this happens?

No. Only the Trust's loans have the prospect on cenversion to shares.'

What is the value of the other loans the club has and what are the terms for repayment?

speed, I think the 166,500 was in response to my question about how much the club is in debt.

I interpreted Keri's response as meaning that there are no other debts.