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Topic Originator: wee eck
Date: Wed 14 May 17:16
Message on COWS re AGM, which is on Thursday 29 May, with an interesting reference to the accounts.
`The AGM is exclusively for Dunfermline Athletic FC shareholders. Only legacy shareholders and representatives of Park Bench SFC LLC can attend. Those entitled to attend have been notified by email and/or letter.
With PUCIC’s sale of its shares to Park Bench SFC LLC in January, many people who have previously attended (as part of, or on behalf of, groups who contributed to PUCIC) are no longer entitled to attend or vote on the evening.
The club are aware of the Pars Community’s desire to discuss important matters like the club accounts. We intend to hold a fans forum during pre season where we encourage supporters to use this platform to ask any questions on the club accounts or other important matters related to the Pars.`
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Topic Originator: skbb
Date: Thu 15 May 08:13
Could someone explain who are legacy shareholders
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Topic Originator: wee eck
Date: Thu 15 May 08:23
I think `legacy shareholders` are people who held shares in the club before it went into Administration. They will now represent a very small percentage of the total shares in issue but are legally entitled to attend the AGM and receive any relevant documentation.
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Topic Originator: skbb
Date: Thu 15 May 08:34
Thanku for that
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Topic Originator: Luxembourg Par
Date: Thu 15 May 10:56
Quote:
wee eck, Thu 15 May 08:23
I think `legacy shareholders` are people who held shares in the club before it went into Administration. They will now represent a very small percentage of the total shares in issue but are legally entitled to attend the AGM and receive any relevant documentation.
Correct - I am one of them.
Holding is worth hee-haw, but its not as if anyone was investing into DAFC looking for a return…
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Topic Originator: cfad
Date: Thu 15 May 21:17
It’s only 0.16% of shares that are still held by the non owners. Maybe not worth that much…
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Topic Originator: McCaig`s Tower
Date: Fri 23 May 21:56
Did we ever discover why PUCIC decided to sell, how much they per share they received, or why there was no compulsory offer to "legacy shareholders"?
Did no-one proof-read the financial statements?
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Topic Originator: Hunter78
Date: Fri 23 May 22:08
Quote:
McCaig`s Tower, Fri 23 May 21:56
Did we ever discover why PUCIC decided to sell, how much they per share they received, or why there was no compulsory offer to "legacy shareholders"?
Did no-one proof-read the financial statements?
Why would they decide to sell, the drag along alone is enough to take the decision out there hands. I’d suggest the legacy shareholders means a lot to them and hard to locate so an easy call
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Topic Originator: McCaig`s Tower
Date: Sat 24 May 16:29
Thanks for the response Hunter78.
Are you saying the drag along option was selectively applied? But that there was no tag along option?
Was the tag along option disapplied because DAFC Fussball had over 90% of the shares?
I accept that so called legacy shareholders may not wish to exercise their sell out rights, nor Park Bench to invoke their squeeze out option, but PUCIC’s exit from the scene remains troubling. Have they commented?
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Topic Originator: Hunter78
Date: Sat 24 May 20:54
Quote:
McCaig`s Tower, Sat 24 May 16:29
Thanks for the response Hunter78.
Are you saying the drag along option was selectively applied? But that there was no tag along option?
Was the tag along option disapplied because DAFC Fussball had over 90% of the shares?
I accept that so called legacy shareholders may not wish to exercise their sell out rights, nor Park Bench to invoke their squeeze out option, but PUCIC’s exit from the scene remains troubling. Have they commented?
I’ve no idea but under standard company law they’d have little or no option. GMBh had some the shares to they held 3/4% I think which is pointless and carries not an ounce of anything. Why would they not sell the shares.
You’d have to ask PUCIC Directors or PST who was one of the largest shareholders of the company. I’m sure there was also a statement at the time on COWS.
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Topic Originator: RhinoPars
Date: Mon 26 May 17:46
As I understand it, It was a compulsory buyout of PUCIC shares by the new owners made possible by GmBH issuing a large number of new shares at very much lower cost/share (than the £1 a share paid by PUCIC shareholders). This resulted in a massive dilution of the PUCIC stake. Once GmBH had sold their shares to the new owners, the new owners now owned such a high proportion of the shares in the Dunfermline Athletic company that they could compulsorily purchase all the PUCIC shares. I am not aware yet of what the final distribution will be to PUCIC shareholders but because of the large dilution by GmBH it appears this will only be only a few pence per share. The biggest value to PUCIC shareholders will be a realised capital loss that can be offset against any realised capital gains they may make. Still those that put money into PUCIC will have done so for the good of the club and to help save it. PUCIC shareholders would not have been expecting to ever get anything back. Buying PUCIC shares was really philanthropy not investing. PUIC shareholders also did so on the basis that there would be no dividends paid.
Post Edited (Mon 26 May 17:47)
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Topic Originator: Stanza
Date: Mon 26 May 21:34
What follows is my own understanding, but I could be wrong on some of the detail. If you want an authoritative statement of the background and the decision-making processes you would need to approach the PUCIC secretary directly.
Park Bench had agreed a price with DAFC Fussball GmbH for their shares, and that would have given them a controlling interest in DAFC Ltd. As wee eck said, the drag-along mechanism of the Companies Act 2006 would have entitled Park Bench to buy the PUCIC shares at that price, so there wasn`t really a decision for PUCIC to take. At this point, PUCIC only owned 4.2% of DAFC Ltd.
However, PUCIC did have the option to pre-empt the sale to Park Bench by matching (or exceeding) the price agreed for all the GmbH shares, but there seems to have been no indication from the existing (or any new investors) that they would wish to invest that amount of capital. Also, the laid-down pre-emption processes of notification etc would have taken some time and significantly delayed the takeover by Park Bench at an important part of the season for the football club.
My understanding is that PUCIC therefore took the decisions not to delay the takeover and to sell their shares amicably, and subsequently
the PUCIC shareholders decided to place the company into voluntary liquidation.
To avoid doubt, the stadium is still owned by Pars United EEP Ltd (PUEEP).
Post Edited (Mon 26 May 21:36)
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Topic Originator: RhinoPars
Date: Mon 26 May 22:57
Thanks for the added clarifications Stanza
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Topic Originator: SeasonedPar
Date: Wed 28 May 08:06
Thanks for clarifying. I don’t think anyone saw putting money into PUCIC was an investment, more of a donation, with no expectation of dividend or share value rising.
We’ve all done our bit in helping the club get through admin. Let’s hope our next chapter is much more successful on and off the pitch.
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Topic Originator: Raymie the Legend
Date: Wed 28 May 12:10
Quote:
SeasonedPar, Wed 28 May 08:06
Thanks for clarifying. I don’t think anyone saw putting money into PUCIC was an investment, more of a donation, with no expectation of dividend or share value rising.
We’ve all done our bit in helping the club get through admin. Let’s hope our next chapter is much more successful on and off the pitch.
Correct, SP
It`s bloody tough being a legend
Ron Atkinson - 1983
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Topic Originator: McCaig`s Tower
Date: Thu 29 May 22:10
Thanks for the further comments.
I asked about, and am reassured that there is nothing sinister afoot - Park Bench did not exercise their right to buy residual shares under the squeeze-out option, hence the reason why there remain legacy shareholders.
However Pars United decided to exercise their right to sell their shares - presumably they felt that receipt of a not insubstantial sum for their holding would, all things considered, be in the interests of their shareholders.
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