Swans Trust - Notice of AGM

edited January 29 in Swansea City

The 18th Annual General Meeting of Swansea City Supporters Society Ltd (Swans Trust) will be held at the Liberty Stadium, Swansea on Monday 28th January, 2019 commencing at 7.30pm.

Should any member wish to put a Notice of Motion forward please send via email to info@swanstrust.co.uk by Monday 14th January, 2019.

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  • edited January 14
    Interesting news...

    Notice is hereby given that the 18th Annual General Meeting of Swansea City Supporters Society Ltd (Swans Trust) will be held at the Liberty Stadium, Swansea on Monday 28th January, 2019 commencing at 7.30pm. 

    AGENDA      

    APOLOGIES FOR ABSENCE.

    1. WELCOME FROM THE SECRETARY TO THE MEMBERS PRESENT.

    2. MINUTES OF THE 17TH ANNUAL GENERAL MEETING.

    3. MATTERS ARISING FROM THE MINUTES.

    4. CHAIRMANS ADDRESS.

    5. TREASURER’S REPORT.

    6. APPOINTMENT OF AUDITORS.

    7. CONFIRMATION OF OFFICERS, BOARD MEMBERS,  AND ASSOCIATE DIRECTOR APPOINTMENTS.

    8. NOTICES OF MOTION PROPOSED BY TRUST MEMBER ROGER BRACE.

    1. Amendment to the Model Rules 2016 that any Member of the Trust shall be entitled to view any Document of the Trust on giving 14 days notice of that intention.

    2.  That Authority is given by the Members of the Trust for the continuance of the legal  claims against Huw Jenkins, Mrs. Louisa Morgan and others being the vendor shareholders in share transfers dated 21st July 2016 and 11th June 2017 together with such other parties as appropriate on the proviso that the Trust’s Legal advisers confirm a reasonable prospect of success in the litigation and to incur professional fee costs including value added tax up to an initial amount of £300,000 and further to allocate sufficient funds from the Trust’s Reserves to meet that expenditure.

    9. OPEN FORUM BY MEMBERS PRESENT.

    BY ORDER OF THE SOCIETY BOARD.

    NIGEL HAMER

    SECRETARY

    14th January, 2019


  • Those 2 motions are interesting.

    I understand the first one but, without having heard the arguments for and against, from where I sit this this morning, I don't see it is a good idea as there could be lots of confidential issues that may be inappropriate to share.

    And I don't fully understand the second one, it's impact on the mediation process, or why it's needed at all.

    I've just emailed the Trust to ask if we are going to receive any documentation in support of the motions or whether it's all done on the night. It would be nice to see some justification from the proposer beforehand and also the Trust Board's counter-view if they have one - I'd like to understand both issues better and have thinking time ahead of any vote.

    I remember @StephenR mentioning discussions with Roger Brace on the Trust's Facebook group. If we have anybody who are members of that group, have these motions been bounced around and discussed on there ?
  • I understand the motion 1 as we would be allowed to view the documents if they were available, which obviously they are not.
    Motion 2 shows what was done as shares were transferred in 16 and 17  not all in one go, which probably indicates part payment which everyone believes, in other words the Yanks didn't have the money and needed to get hold of the club to generate money through the club to pay off in stages HJ and co, not sure if this includes the 28 investors who either paid Kaplan and levien for their part shares because it certainly didn't go to the club, this at the exact time that non players wages rocketed. I firmly believe that HJ has never had a massive one off payment and that he is being paid through a salary and fees to pay for his shares, these Yanks I firmly believe have parted with not one single penny of their own money at any stage and that is why they are desperate not to show one single breakdown of anything non playing. At this stage 2 years on, most people have now been paid off and profit pocketed, there are still 2 big parachute payments to come and if they can survive this period they will stay provided they are still making money and the football club holds its own, failing that they will off load as many as possible and sell the crown jewels 
  • so are you saying Philip that the way the old shareholders are getting paid for their share sale is through a salary type of set up, and the US guys have not paid a penny upfront, just through milking our club - that is very shocking but yes, makes sense. Absolute disgrace and we've been had, the fans. To think, we've off loaded almost an entire playing squad so that Jenkins and chums get their salary paid and the US get a free club.
     
  • MarkG said:
    so are you saying Philip that the way the old shareholders are getting paid for their share sale is through a salary type of set up, and the US guys have not paid a penny upfront, just through milking our club - that is very shocking but yes, makes sense. Absolute disgrace and we've been had, the fans. To think, we've off loaded almost an entire playing squad so that Jenkins and chums get their salary paid and the US get a free club.
     
    That's exactly what I am saying, although I cant prove it wouldn't it be fantastic if we could all see HJ, Morgan etc personal accounts for the last 3 years to see what they got paid and how often and to how many associate companies they or their families are linked to. Why would anyone in their right mind pay someone 60M upfront for making a complete ball's up for two years and pay them a salary of 666K a year to stay as chairman, why are the same people still major shareholders in the company and bigger shareholders in the subsidiary companies. Why did they stop trading as the 2002 company and switch back to the Association company in 2016 ( so that they had 100%) and not 79%, therefore not having to disclose to the trust or public. Remember these all get paid through all the companies whether its salaries or fees. The players salary having to be cut massively in their statement obviously appeals to most fans as they genuinely believe that is where all the money goes, for over 3 years the non playing employee's has risen above anyone else, with the totals of all employees put in the holding companies accounts, remember nearly all the people who buy tickets and merchandise are doing so not through the football club but the stadium company which had a change of shareholders in 2016 also. they show administration costs but no wages, Premier club likewise. There are huge sums of money being transferred from one to another but without disclosure, these clever people can hide the true extent of profiting until the last drop has gone, Why does Pearlman earn (we think) 700K+ when he cant even get commercial investment higher than his salary, where is all the profit shown on shirt sales, other merchandising, franchising etc etc, they are not even shown, only income in XXX amount and expenditure XXX amount all at a loss. In 2014 we were showing a loss of 13M but never showed what was owed to us, over 30M in transfer sales, and accounts submitted 2 weeks before TV money came in, how convenient, that's when it started and its escalated each year, Come on Huw, show us what you and the Yanks have done, write it down, if its all a cock up fine we can live with incompetence    
  • Swansea City Football 2002 Limited, number 04305508
    Confirmation of List of shareholders October 2018
    David Morgan-1
    Supporters Trust-199,999
    Huw Jenkins-47,500
    OTH 2015 Ltd-225,000(Louise Morgan and Martin Morgan, declaration of solvency in January 2018)
    Swansea Football LLC-420,500
    Martin Morgan-23,750
    Louise Morgan-23,750
    Brian Katzen-9,500

    Swansea City Association Football Club Limited(THE), number 00123414
    5 charges to banks still outstanding
    8 Officers named
    Gareth Davies
    R Chaudhari
    Robert H Eastman
    H Jenkins
    S Kaplan
    J Levien
    S McDonald
    M Morgan

    Swansea City Football Club Limited, number 04056708
    from May 206 the company was exempt from audit because of small companies act.
    Officers involved, 
    A Cowie
    H Jenkins
    S Kaplan
    J Levien


  • Phillip, please make sure the Trust know this cos i'm not sure they do. It all kind of neatly explains why we dont have a pot to piss in player recruitment wise. If true, HJ should emigrate and never step foot in south wales ever again.
  • I did bring it up at the last Trust meeting but not in detail, there did seem to be a little confusion but it was obvious the legal guy was looking in to it.
    It is extremely difficult for the Trust to get any disclosure on breakdowns.
    They (Yanks) will hold out, fight by making legal argument last, hoping the Trust run out of funds.
    The sale of shares is their best option in my opinion, there must be a massive discrepancy in what was said to the Trust and what actually went on, as 21% shareholders the Trust should have been involved in the due diligence process, they weren't, its unprecedented that they had no input and if they really had money to invest, why pay alleged payments of say 60M for 79% when for say another 15M could take the lot. Answer they never had 15M in funds for the Trust let alone 60M for HJ and crew. Its all been funded from the club and still is.
    I have been saying and writing this for over 2 years, if its slander or libel surely someone would have come out in the open and say where the money is going and not hide behind its all down to the players wages, it isn't.    
  • The near £70m was offered to buy the shares of the selling shareholders, what should have happened is that that near £70m should have been offered to all shareholders on a pro rata basis, it would have meant less for those that sold and for me, that is the root of the problem, sellers got greedy and used the Trusts statement that it’s preferred option was not to sell as an excuse, morally dispicable but ileagal, only a court can decide.
    The Americans, and JL in particular saying on audio that he was told by the sellers not to engage with the Trust is a massive own goal, and if the trust has proof that the original shareholders agreement Is valid then for me, both parties have screwed up.
    i don’t buy into you’re conspiracy Phillip.
  • Unfortunately I DO buy into Phillip's "conspiracy" theory. It seems clear that the lack of transparency is for a purpose, and the flow of funds in contracts organised through an entity where the Trust have no visibility is no coincidence.

    If, as we are led to believe, the Americans are shrewd operators they would not keep paying excessive salaries to failing executives unless there was an ulterior motive, and the rapid escalation and exorbitant ratio of non playing staff salaries is indicative of palms being greased.

    Until we (through our Trust representatives) are given transparency on the operations of the club that we own 21% of, I for one will continue to push for a day of reckoning at the High Court. @Jac (above) points out some of the reasons why I believe the Trust to hold a winning hand.
     However, there is a point of principle at hand - the club that was the envy of the world has been transformed to a cess pit of greed and failure - and the people responsible should be held to account. 

    Thank you @Phillip amongst others for your tenacity and diligence in shining a light into the dark corners - I appreciate your efforts YJBs!! 

    garythenotrashcougar
  • edited January 15
    Firmly with @Phillip and @Jackareme on this.

    The Trust are doing a fabulous, painstaking job in chipping away to finally get to the truth.

    There is undoubtedly something going on. That the non-playing staff wages have spiralled is a matter of record. What isn't, is exactly why and to whom this money is going. Hence them trying to slap ridiculous NDAs on anyone who is asking. 

    Support the Trust, keep the faith in what they are doing. The truth will out, eventually.

    Jackareme
  • Those 2 motions are interesting.

    I understand the first one but, without having heard the arguments for and against, from where I sit this this morning, I don't see it is a good idea as there could be lots of confidential issues that may be inappropriate to share.

    And I don't fully understand the second one, it's impact on the mediation process, or why it's needed at all.

    I've just emailed the Trust to ask if we are going to receive any documentation in support of the motions or whether it's all done on the night. It would be nice to see some justification from the proposer beforehand and also the Trust Board's counter-view if they have one - I'd like to understand both issues better and have thinking time ahead of any vote.

    I remember @StephenR mentioning discussions with Roger Brace on the Trust's Facebook group. If we have anybody who are members of that group, have these motions been bounced around and discussed on there ?
    This is what Roger has said: https://www.facebook.com/groups/Trustmembers/1299593680181145/?comment_id=1299608276846352&reply_comment_id=1299688430171670&notif_id=1547564720209418&notif_t=group_comment_reply
  • edited January 16
    Thanks Stephen - unfortunately I no longer have an active Facebook account and am also not a member of the group.

    However, thinking more about the first motion, this would be extremely dangerous at this time. There is nothing to stop one of the selling directors or new owners to ask a friend to join up as a member ( if they haven't already done so!) and ask for copies of key legal documents relating to the Trust's case e.g. a copy of the first QC's advice or a copy of the 2nd QC's advice. This would be a back door for the owners and selling directors to view all the Trust's documents - that's the way it reads. 
    Mark_Jack_London
  • Here is a screen grab of the thread from Facebook:


  • Thank you  @webmaster

    Gives some more detail about the second motion but I would like to hear what the Trust Board have to say about this, preferably a few days in advance of the meeting. Still haven't had a response from the Trust to my email. 


    Webmaster
  • Still no response from the Trust to my email so going in a bit blind - should be fun!
  • For those who couldn't make it here's a summary.

    - Nigel Hamer will step down as Secretary after 18 years at the end of this year.

    - There is a final date for mediation set for 28 Feb and March 1. If the other parties do not turn up, there are no more chances. The Trust will then consult all members with two options: do nothing, or press on with court action. A third option becomes possible if they reach an outline agreement at mediation, but that is thought unlikely.

    - The Supporter Director remains adamant that the Americans have not taken a penny out of the club, and it would be very difficult (with FFP) for them to do so. He maintains that the austerity measures are simply because of past mistakes and nothing else - with no evidence they are siphoning off parachute payments or anything like that. Make of that what you will considering they still won't let him see any of the real detail. 

    - SD cannot say what their intentions are for the club in the long term because they have distances themselves from day to day running. However, he believes - unless we somehow get promoted by some sort of miracle - they will be offski in a couple of years just to cut their losses. 

    - Fairly low key Q&A compared to the one witnessed in Landore Social Club last time out. People seemed less angry than last time. 

    - Roger Brace withdrew his motions after a very long speech. On agreement that the Trust Board would be more forthcoming in giving updates to members. Commitments were given, but we shall see on that. 
  • For those who couldn't make it here's a summary.

    - Nigel Hamer will step down as Secretary after 18 years at the end of this year.

    - There is a final date for mediation set for 28 Feb and March 1. If the other parties do not turn up, there are no more chances. The Trust will then consult all members with two options: do nothing, or press on with court action. A third option becomes possible if they reach an outline agreement at mediation, but that is thought unlikely.

    - The Supporter Director remains adamant that the Americans have not taken a penny out of the club, and it would be very difficult (with FFP) for them to do so. He maintains that the austerity measures are simply because of past mistakes and nothing else - with no evidence they are siphoning off parachute payments or anything like that. Make of that what you will considering they still won't let him see any of the real detail. 

    - SD cannot say what their intentions are for the club in the long term because they have distances themselves from day to day running. However, he believes - unless we somehow get promoted by some sort of miracle - they will be offski in a couple of years just to cut their losses. 

    - Fairly low key Q&A compared to the one witnessed in Landore Social Club last time out. People seemed less angry than last time. 

    - Roger Brace withdrew his motions after a very long speech. On agreement that the Trust Board would be more forthcoming in giving updates to members. Commitments were given, but we shall see on that. 
    Thanks Gary, on Point 4, was there any discussion on trying to raise funds to be in a position to either buy the Club (after administration) or to buy more shares when the club goes up for sale
  • StephenR said:
    For those who couldn't make it here's a summary.

    - Nigel Hamer will step down as Secretary after 18 years at the end of this year.

    - There is a final date for mediation set for 28 Feb and March 1. If the other parties do not turn up, there are no more chances. The Trust will then consult all members with two options: do nothing, or press on with court action. A third option becomes possible if they reach an outline agreement at mediation, but that is thought unlikely.

    - The Supporter Director remains adamant that the Americans have not taken a penny out of the club, and it would be very difficult (with FFP) for them to do so. He maintains that the austerity measures are simply because of past mistakes and nothing else - with no evidence they are siphoning off parachute payments or anything like that. Make of that what you will considering they still won't let him see any of the real detail. 

    - SD cannot say what their intentions are for the club in the long term because they have distances themselves from day to day running. However, he believes - unless we somehow get promoted by some sort of miracle - they will be offski in a couple of years just to cut their losses. 

    - Fairly low key Q&A compared to the one witnessed in Landore Social Club last time out. People seemed less angry than last time. 

    - Roger Brace withdrew his motions after a very long speech. On agreement that the Trust Board would be more forthcoming in giving updates to members. Commitments were given, but we shall see on that. 
    Thanks Gary, on Point 4, was there any discussion on trying to raise funds to be in a position to either buy the Club (after administration) or to buy more shares when the club goes up for sale
    There was, not in depth but tens of million would be needed now, where back in 2002-2008 it was tens of thousand
  • Very good summary Gary, thanks very much for that.

    I agree that it was a more subdued affair than the last one, or even the last 3 for that matter. From a personal perspective, I was a lot more relaxed about things once I heard that things are eventually coming to fruition and that there would definitely be a members' vote in March. 

  • Very good summary Gary, thanks very much for that.

    I agree that it was a more subdued affair than the last one, or even the last 3 for that matter. From a personal perspective, I was a lot more relaxed about things once I heard that things are eventually coming to fruition and that there would definitely be a members' vote in March. 

    My understanding is that there will be 2 options
    1, the status quo
    2, legal action

    There will possibly be a 3rd option if mediation finds a solution, ie an offer to purchase shares at 2016 prices, can't see there being an option 3 mind.

    The sellers lawyer took a coating for being inept
  • jollyboy said:
    Very good summary Gary, thanks very much for that.

    I agree that it was a more subdued affair than the last one, or even the last 3 for that matter. From a personal perspective, I was a lot more relaxed about things once I heard that things are eventually coming to fruition and that there would definitely be a members' vote in March. 

    My understanding is that there will be 2 options
    1, the status quo
    2, legal action

    There will possibly be a 3rd option if mediation finds a solution, ie an offer to purchase shares at 2016 prices, can't see there being an option 3 mind.

    The sellers lawyer took a coating for being inept
     I think there will be a 3rd option. I'm expecting  Levien and Kaplan to come up with some kind of derisory offer if only to split the vote and thereby slightly reduce the likelihood of legal action. Having said that, I'm not certain whether the Trust Board will put a derisory offer back to the members; maybe they'll feel they have to.

    What came over last night was that the Americans seem to working on this legal stuff completely independently of the selling directors - they seem to me to be in 2 camps.
  • I was under the impression that the gripe was with the sellers for not including the trust in the sale . ???
  • enaitch said:
    I was under the impression that the gripe was with the sellers for not including the trust in the sale . ???
    As Phil (or Dai) said, there was collusion by both parties and that's one of the issues, the sellers saying that the original SHA is not valid and the Americans taking this as gospel without speaking with the Trust (who, apparently have lots of evidence to say that it was adhered to for 15/16 years).
    Levien saying in a forum that he was told not to engage with the Trust by the sellers plays nicely into the Trusts hands. (there is a recording of this on PS).
    There was a 60 page document spelling out its beef with both parties. The buyers have acknowledged and countered. The sellers have not even acknowledged the document, (that's where their lawyer took a coating)
    enaitchJeff_CowbridgeJackareme
  • Unfortunately I was unable to go last night, after raising the subject at the last meeting of working under different companies and in my opinion a way of deliberately evading transparency.
    I have constantly looked at all the different company accounts but have failed to establish where exactly all the money has gone. I was not convinced then or now that these Yanks ever came up with the sort of figures bandied about in buying Jenkins and crews shares and firmly believe they are paying them in instalments from club revenue, later investors and continued employment as directors or chairman etc.
    This is the avenue I believe we need to take and find the weakest link which I know is Jenkins, as Chairman it was his duty to ensure that due diligence was  done on the Yanks, not only as fit and proper persons but how the funding was achieved and in what stages they were to be made. In other words Jenkins is hiding something, if they had 60M to pay him and his cronies, they had another 21M or such to pay the trust, they never did have this sort of money otherwise Jenkins would have invited the Trust and everyone saying we have real investors here with real money.
    This is the way forward, we need to find how the shares were purchased and in what way, if and I say if, anything was done illegal in how the shares were purchased, then its the end of them.  I am no longer convinced that using contract law in determining transparency in trading is the answer as its civil law with the only outcome being compensation.
    We need to find out whether or not anything done was fraudulent and criminal, we need whistle blowers, we need inside information, there has to be a way.
    They have no intention of looking for success, their only aim is to pay of what they have agreed to Jenkin and make at least the same in return.
    During the heady days of the Swans, Jenkins own business interests were in tatters, Casey roofing was in a mess, he apparently took no money from the Swans until 2014 when he took full control, a coincidence that at the same time Casey roofing did not get liquidated and later went to LBS for a song.
    From 2014-15 our non players wages escalated, coincidence possibly,  2015/16 in talks with yanks (secretly) 2016 onwards our non players wages go off the scale, we keep selling more until relegation and fire sales, none invested in players. With parachute payments, players sales, season ticket sales, 66% reduction in players wages, we should be in a really healthy position for any championship side, if we sell James and Fer, Bony of the wages then its should be obvious to even the hardest owners fans that we have been truly shafted.
    A good cup run will distract everyone from what's happening to us, like all fans football success takes our minds of these blood sucking leaches.
    Deep down I hope I am wrong and pure incompetence caused this, realistically we all know devious ambition and greed has turned this club into something we can no longer call ours 
    JackaremeSeaJack
  • Thanks @Phillip - your analysis makes total sense to me UNFORTUNATELY - and is why we need to really pursue investigative actions and legal due process. 
  • We need to investigate as best we can, the very weakest link, keep the pressure on, somebody who's been done a wrong will talk, when the pressure is on someone will rat. There is absolutely no way everything done now and in the past has been totally above board.
    Even the smallest misdemeanour will open up all the cracks, we just need a bit of the luck some of these gits had  
  • There are plenty of people who have been made redundant, ask them
  • There are plenty of people who have been made redundant, ask them
    Problem, they made the wrong people redundant all hard working people earning poor salaries or zero contracts. we need a big earner who has been shit on, none of the big earners have come a cropper yet.
    Jenkins Pearlman I now believe earn over a million a year getting paid by all the companies, Levien earns ? The company secretary is the same man named on all the companies, does he get 4/5 salaries?
    Does anyone really know? do the girls working in the ticket office get paid by the stadium company, that company shows no salaries, is that piled on as non players wages in the association ltd accounts.
    Too many questions no one has answers for. A criminal act needs to have been committed for any serious action to be taken, unless that has happened then a civil case will lead to very little indeed.
     When the money has all gone, compensation will be the least of the fans worries.
    Its amazing when there's a big story out there, the tabloids can dig up dirt on anyone, it doesn't appear the Swans can get that type of interest.  The Bolton chairman can hit the back page, we cant even get in the paper
    Gingergit
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