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Topic Originator: Super Johnnie
Date: Wed 21 Aug 20:53
On 15 August, GMBH announced on the official DAFC website that they were "putting our stake up for sale".
On 16 August, `local directors` David, Billy, Drew and Ian (surnames not given) said, "this was not something we were expecting".
That made me wonder, does the club actually hold board meetings? And if so, who attends, and what is discussed?
GMBH went on to mention Pars United Community Interest Company, "who are as of now still the owners of your club".
If that is true, then right now would be a good time for Pars supporters to hear from PUCIC.
You could usefully clarify:
* ownership of DAFC and its assets
* implications - financial and otherwise - of the GMBH withdrawal
* what has happened - or will happen - to the GMBH investment
* your plans, as active officers of the entity which owns DAFC, to take the club forward
I ask as one of the many thousands who contributed in various ways, via Pars Alive and other initiatives, to rescuing our beloved football club in 2013.
Companies House lists the active officers of PUCIC as Stephen Taylor, Gordon Milne, Ian Hunter, William Braisby, Derek Arnott and Adam Shepherd.
Over to you, gentlemen.
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Topic Originator: jake89
Date: Wed 21 Aug 21:03
I don`t think they need to say anything tbh. It`s up to the German consortium who they sell their shares to.
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Topic Originator: jake89
Date: Wed 21 Aug 21:05
Also, the names are David Cook, Billy (William) Braisby, Ian Hunter and Drew Main.
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Topic Originator: jake89
Date: Wed 21 Aug 21:19
They want to sell. It`s not up to any of the people named who they sell to. I imagine they may be utilising their contacts to see if anyone they know can buy them out as that would be in the best interests of the club and remaining directors but if there were better options already out there then why did we ever go with the German consortium in the first place?
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Topic Originator: Super Johnnie
Date: Wed 21 Aug 21:21
So is GMBH referring to PUCIC as `owners of your club` a lie?
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Topic Originator: Stanza
Date: Wed 21 Aug 21:24
"Topic Originator: jake89 like
Date: Wed 21 Aug 21:05
Also, the names are David Cook, Billy (William) Braisby, Ian Hunter and Drew Main."
Ian Hunter is no longer a director of DAFC Ltd. The "Ian" in the Scottish Directors` letter will be Ian Laing.
https://dafc.co.uk/board-of-directors/
_________________
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Topic Originator: Stanza
Date: Wed 21 Aug 21:39
"Topic Originator: Super Johnnie like
Date: Wed 21 Aug 21:21
So is GMBH referring to PUCIC as `owners of your club` a lie?"
Absolutely not.
Until or unless DAFC Fussball GmbH GmbH (GmbH) exercise their Convertible Loan Note (CLN) and increase their shareholding, the majority shareholder in DAFC Ltd is still Pars United Community Interest Company (PUCIC). See the info that has been on the DAFC website for over 2 years:
https://dafc.co.uk/board-statement-11-01-2022/
I think subsequent GmbH investment may have taken their agreed shareholding to over 80% of if the CLN is triggered, but I could be wrong in this.
AFAIK decisions about DAFC Ltd will continue to be taken by the Board Members of DAFC Ltd - which contains some but not all members of the GmbH consortium. In practice, however, the significant investment that GmbH has put into DAFC Ltd, along with the existence of the CLN (which they could trigger at any time), mean that effective decision-making and the final say in anything major will reside in GmbH.
(That`s just my understanding from information that is all publicly available - I don`t claim any special knowledge or inside information.)
_________________
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Topic Originator: Stanza
Date: Wed 21 Aug 21:58
Topic Originator: jake89 like
Date: Wed 21 Aug 21:19
They want to sell. It`s not up to any of the people named who they sell to. I imagine they may be utilising their contacts to see if anyone they know can buy them out as that would be in the best interests of the club and remaining directors but if there were better options already out there then why did we ever go with the German consortium in the first place?
I know the "former" Board members looked high and wide for offers of investment that would meet their criteria, and that the GmbH offer was not the only possibility. I believe the decision was taken to go with GmbH, at least in part, because the GmbH and DAFC decision-makers saw each other as being personally compatible and fitting their vision of what a local, community-orientated football club should be like. That is the message I took from Ross McArthur`s and Nick Teller`s presentations at the time, and I`ve no reason to doubt it.
What is now on the table for sale by GmbH is potentially a different proposition. If GmbH choose their buyer purely on price then we are to some extent at the mercy of the market - unless PUCIC can match the offered price with an equivalent offer. But if GmbH accept that they cannot recover all their investment and are prepared to take a hit in the interests of selling their share to a "friendly" buyer acceptable to PUCIC then it might all turn out well.
All the more reason then to continue good relations with GmbH and not to try to run them out of town. Build them a golden bridge to retreat across and to leave gracefully.
_________________
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Topic Originator: Stanza
Date: Wed 21 Aug 22:09
A Personal Note:
I understand the initial post from "Super Johnnie" may form the basis of a letter in this week`s Dunfermline Press, signed by "John Simpson".
For the avoidance of doubt, that John Simpson is NOT me (ie "Stanza") and he is NOT the Secretary of DADSC.
There are at least two John Simpson`s who are Pars fans - we have known each other for over 20 years, used to work in the same office and are good friends. But he`s taller and younger than me. :(
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Topic Originator: pars4life1
Date: Wed 21 Aug 22:11
Stanza. I can`t be bothered dragging through years of statements but at somepoint it was mentioned PUCIC had first refusal when GmbH sold their shares. The terms of that agreement have now become a very big deal. Was it an agreed price that they would be offered the club back for? Or do they have to be willing to match whatever other offer is put forward potentially at very short notice?
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Topic Originator: Super Johnnie
Date: Wed 21 Aug 22:24
Thanks, Stanza. I had read that January 2022 statement but had forgotten some of the detail.
What I take from this is that GmbH are selling their `stake` of 80% of the existing DAFC shares - since it would make no sense NOT to convert the loan note.
But since David, Billy, Drew and Ian are effectively GbmH employees, I`d still like to hear from PUCIC as the `owners` and supervisory board.
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Topic Originator: Stanza
Date: Wed 21 Aug 22:33
Topic Originator: pars4life1 like
Date: Wed 21 Aug 22:11
Stanza. I can`t be bothered dragging through years of statements but at somepoint it was mentioned PUCIC had first refusal when GmbH sold their shares. The terms of that agreement have now become a very big deal. Was it an agreed price that they would be offered the club back for? Or do they have to be willing to match whatever other offer is put forward potentially at very short notice?
I wasn`t party to, and I haven`t seen the legal agreement - I can only go by what I have read in the statements you can`t be bothered going through!
But I would very much doubt if it was at an agreed price, so I suspect it would just have to be at a price that satisfied GmbH - there would be no obligation on GmbH to accept the highest offer, which is why i believe we need to keep them onside (instead of accusing them of being thieves etc)!
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Topic Originator: Stanza
Date: Wed 21 Aug 23:26
Topic Originator: Super Johnnie like
Date: Wed 21 Aug 22:24
Thanks, Stanza. I had read that January 2022 statement but had forgotten some of the detail.
What I take from this is that GmbH are selling their `stake` of 80% of the existing DAFC shares - since it would make no sense NOT to convert the loan note.
But since David, Billy, Drew and Ian are effectively GbmH employees, I`d still like to hear from PUCIC as the `owners` and supervisory board.
No, it`s not necessarily the case that GmbH will convert their loan note before the sale, and certainly until recently they have been reluctant to do so. Some buyers will see it as attractive to buy 80-90% of the club and assume total control (appointment of Board members, varying Articles of Association, no PUCIC oversight etc). But there might be a potential buyer who only wants to "Save the Pars", to re-coin a phrase, and just be a minority shareholder (still with PUCIC oversight). It`s probably too early to rule out any possibility, which would be covered in the sale negotiations.
It`s worth emphasising that the DAFC Ltd Board members you name will be directors with service contracts, NOT employees of either GmbH or DAFC Ltd. Presumably David Cook is employed and remunerated for his CEO role by DAFC Ltd, but apart from that I would be surprised if there is any remuneration to any of the DAFC Ltd Board, apart perhaps from expenses.
It`s also my understanding that DAFC Fussball GmbH consists of a number of investors, not just the guys who are directors of DAFC Ltd. I don`t know what their decision-making structure is, but I assume the group`s decisions will be heavily influenced by those on th.e DAFC Ltd Board.
Whether PUCIC can intervene directly in the day-to-day affairs of DAFC Ltd is IMO very doubtful, given the potential power that GmbH has to trigger the conversion of their loan note and assume total control if they don`t like what is happening.
IMO much of what decides the future of DAFC will be determined by informal or semi-formal conversations, often in confidence. While that might not satisfy fans who will want to know every detail as it happens, I think that could result in a much better outcome than just putting a sale ticket on the club and selling it for that price to the first moneybags who comes along.
Post Edited (Wed 21 Aug 23:27)
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Topic Originator: jake89
Date: Wed 21 Aug 23:27
* ownership of DAFC and its assets
Already explained many times.
* implications - financial and otherwise - of the GMBH withdrawal
Business as usual until they are bought out.
* what has happened - or will happen - to the GMBH investment
They will be bought out.
* your plans, as active officers of the entity which owns DAFC, to take the club forward
They will seek to identify other investors in the club.
It`s up to them who they sell to but this isn`t exactly Apple stock. I would expect Billy and co will be going through their roladex to see which of their pals could group together to buy out the Germans.
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Topic Originator: Stanza
Date: Thu 22 Aug 00:26
Much more succinct than my rambling posts - well done, Jake. :)
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Topic Originator: da_no_1
Date: Thu 22 Aug 06:50
Quote:
Stanza, Thu 22 Aug 00:26
Much more succinct than my rambling posts - well done, Jake. :)
Both are much appreciated 👏
"Some days will stay a 1000 years, some pass like the flash of a spark"
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