We have received a number of questions from members over the weekend. Some are for the club, some are for Dan Altman and Emre Marcelli but a number were aimed in our direction. Whilst we will follow up on the questions for others during the week, here are the questions for us and our responses.
Before we answer the questions, we thought we would provide a bit of a timeline to the last few days and our reaction to the events.
We first learned of the change in shares on the messageboard last Wednesday afternoon. We emailed the Dale CEO for confirmation of the share purchase. On Thursday morning, we scoured the internet trying to track down Dan Altman to contact him. We emailed him, introducing ourselves and enquired about the share purchase and plans for the club. He responded promptly by providing us with a press release.
We followed this up with a list of questions to put on our website. We told Dan Altman that the questions came from a “healthily sceptical” perspective but they would be published in their entirety and without comment from the Trust. We were keen to ask relevant questions but did not want to come across hostile. We wanted Dan Altman to have the opportunity to respond in his own words to the Dale supporters and to get across his message.
We had a long conversation with the Dale CEO David Bottomley on Thursday evening following these events, speaking of the need of the club to put out a statement, with more information coming from the club with regards to the historic interest. We followed this by speaking to a contact at the Swansea City Trust who I’ve known for a number of years for any other information on Dan Altman from his time with the Swans.
A brief statement was put out by the Trust on Thursday evening, which was done pretty much just as an acknowledgement that we were aware of the events and that we were looking into them. We provided another update to that on the Friday morning.
By Friday evening, we received the questions and put them on the Trust site, linking to it from both our Facebook and Twitter accounts. As mentioned below, we reached out to the Football Supporters Association to speak to our fellow Trusts.
Conversations also took place with a small number of other leading shareholders on Thursday and Friday to ascertain whether other share offers had taken place who confirmed to us that they had received no such offer.
On Sunday, we sent a newsletter out to all our members providing all information that we had received up until that point. This was followed by a telephone call with a Dale director to discuss the events of the last few days. Two Trust committee members spent large parts of Sunday researching background to the events to allow us a bigger picture of the people involved.
I’ve pondered this scenario for a while now and there are a few obvious unknowns and grey areas. I’d like to ask a couple of direct questions to the Trust, as a member, as they are themselves (as a body and in our name) significant shareholders in the club.
Has the trust been given (or sought) any kind of apology from the club/Board, as it now seems that they (and we) were misled regarding the circumstances outlined at the Fans Forum? If not, why not?
No. We do not feel misled at any stage and we do not feel that any apology is required. The club are very open and honest with us. We were advised in October last year that a non-disclosure agreement had been signed by the club and a potential investor, and we discussed such investment at length at a meeting with the Board last November. The club pointed out at they would be limited as to what information they could put into the public domain due to the nature of the non-disclosure agreement, and we reported this back to our members at the time.
We had not been informed of the private share purchase by Dan Altman and Emre Marcellin that took place last October or any further interest from them with regards to the club up until the news breaking during this week. We first became aware of this last week and we immediately contacted the club over this and found a way to contact Dan Altman to ask him.
Do the Trust feel in any way let down, or deceived, by not being kept abreast of the developing story, prior to the excellent piece of work carried out by Fitzochris?
Not really. It’s been stated by Dan Altman and Emre Marcelli that this has only come to light in the last few days because the share register will be in the public domain in the next two weeks rather than as a result of recent developments. We were given a copy of the last shareholder register (not by the club) and this is something we worked on ahead of the proposed EGM earlier this year. Once the new register was released into the public domain, we would have noticed the changes. It is our understanding from discussions over the last few days that there not been any developments to this story for many months other than news of the share purchase entering the public domain.
During the Q&A session with Dan Altman, was it asked, or established whether or not anyone currently connected with the club had offered to sell him their shares, or whether any offer had been made to buy personally held shares from them?
All the questions that we asked to Dan Altman have been reproduced in full on the Trust website, so this was not a question that we asked. However, as we reported to our members in the June newsletter at the weekend, we have made enquiries with a couple of leading shareholders and we can confirm that no offer had been made for their shareholding. Obviously, we have not contacted every single shareholder and asked them, but we are satisfied from our investigations that there is nothing to suggest that there have been any further approaches. However, we will ask Dan Altman and Emre Marcelli when we contact them this week.
As significant shareholders, are the Trust confident that they will now be ‘kept in the loop’ as far as developments go from now on and can they seek such assurances on behalf of members?
What has become apparent has been the problem of how to balance the information available within a Memorandum of Understanding against that permitted within any non-disclosure agreement that the club may sign with potential investors.
We see three possible scenarios in the event of an NDA being signed:
- The club privately keep us informed of every development but tell us to keep it to ourselves. That then creates a problem that the Trust Board are privy to information that they cannot share with members.
- The club privately keep us informed of every development as above, but we share the information with our members. This destroys any level of trust between the Club and the Trust and leads to less transparency in the future.
- The club keeps us informed as best as they can whilst respecting the NDA that they signed.
Any NDA is not necessarily at the request of the Club and as such should not be interpreted as a desire from them to maintain secrecy about their activities. We do not know which of the parties requested the NDA. Our relationship with the club allows a level of transparency and scrutiny that is not seen at other clubs, and this was demonstrated at the Fans Forum that was held in February. Whilst it’s purely a matter of personal opinion, I think those in attendance were shown a level of information that had never been shown to supporters at any previous Fans Forum at the club, and arguably anything above and beyond anything provided at the club’s shareholders’ annual general meeting. It is our work with the club that leads to such openness. It must be said as well that we do not believe that there were any talks taking place at that moment of time between the club and Dan Altman /Emre Marcelli.
In the past 48 hours, we have discussed with other Trusts through the Football Supporters Association if there was anything to be learned from their experiences finding the balancing act between MOU and NDA. Arguably, this could have been something that we had investigated earlier, and if any Trust member feels we have let them down by not doing so, we apologise. If there is a better way of balancing the two, then we will find it and discuss this with the club and ensure we stick to it in the future.
Reports back from other clubs have spoken of their own difficulties with this regard. We will examine these findings and implement anything that might benefit the relationship between the Trust, Trust members and the club, and we will be following up with one particular contact this week. That said, there has been no additional information that the Trust could have provided to its members at any stage throughout. We have reported all information that we have been given.
What also became apparent when discussing the matter with one club in particular was their added problem of having Trust representation on the club board of directors. With the highly confidential nature of many matters discussed at board level, the Trust was unable to advise members of such information.
That is why we have not actively sought membership of the board of directors, choosing to maintain a strong working relationship with the club, remaining independent in attempting, to the best of our ability, to represent and protect the views of our members. A few years ago, we did discuss with the club the possibility of supporter representation on the Board of Directors but this was rejected at the time. We have been asked numerous times by supporters over recent years and it has been discussed at Trust committee level but we believe that such a role could leave us restricted and conflicted and we are stronger in our present format. That’s not to say that the club are asking us to join the Board but at this moment in time, based on the experiences of other Trusts, we would not be wanting to pursue this. Equally, we have not detected any great feeling amongst the Trust fanbase to head down this route.
In terms of membership pricing (to join the Trust), making it attractive is always a good option, but there’s also the issue of potentially being in a position to acquire further shares at some point in the future
- Would this be approached via existing funds held by the Trust?
- Would those funds be sufficient? How would this be ascertained?
- Are the Trust in a position to move swiftly in this regard, if required?
- If funds are currently depleted, how might they be replenished in order to be able to act swiftly, unless through ordinary membership fees?
I would say that financially the Trust are in quite a decent position at this moment in time. We do have a significant sum that is currently invested and providing us with a decent return each year. We are in no rush to spend this sum, and look upon it as a “rainy day” fund and something to be utilised as and when needed.
Obviously, there is nothing stopping us going to the club and asking if we could increase our shareholding. But what I would say to that is that currently we have approximately 12,500 shares in the Football Club which represents 2.6% of the overall shareholding. If we were to increase that to around 5% of the overall shareholding, would that make any significant difference to the Trust and our relationship with the club and as such, would that provide value for money for our purchase to our members?
One of the great things about the make up of the ownership of the Football Club is that no one individual has a controlling interest in the club. Indeed, this is something that we have stated to be hugely beneficial in our discussions with the club and we have raised the concerns of any investment opportunity which provided any individual access to over 50% of the shares in the club – this is in general and not specific to any recent developments. From discussions with Trust members earlier in the year when the EGM was announced, we believe our members share these concerns and the threat that could place upon the future of the Football Club.
We do believe that in the event of it being needed, we could put together a sizeable “block” of shares. We know many of our members are shareholders in the club and whilst to date, we haven’t specifically compared our membership list with the share register, it is something that could be done if required.
It must also be stated that we have not noted any great desire from the Trust members to increase our shareholding, but we know that opinions can change over time. Any such decision would need us to seek approval from Trust members as any purchase over £3,000 requires approval of the membership. We believe we are the only Supporters’ Trust in the country to have such a rule and we have consistently stuck to since our inception in January 2004. There have been attempts to raise it from the £3,000 and purely from a logistical perspective, it would be to our benefit to do so. But as a members’ organisation, we firmly believe we are right to have this and we will continue to stick to it. Should push come to shove, we believe we could have a one-week turnaround for any decision if need be, so we don’t see this as being restrictive.
It was suggested to us by a Trust member earlier this year that we write to all Trust members and ask them to leave us their shares in their will and this would be a way of increasing our shareholding over time. To be honest, we would feel a little awkward asking this of our members. We would be happy to hear people’s opinions on this.
In terms of moving swiftly, I do think we are in a very favourable position. Whilst it was vital back in the day, the days of going around the pitch with a bedsheet asking for coins are long gone. In any doomsday scenario, within the space of a few hours, we could seek members’ opinions, arrange any public meeting and if necessary, provide a platform to allow donations from supporters.
I’d argue that we demonstrated this earlier in the year when news of the EGM was released. Once we were made aware of the proposals, we emailed all Trust members informing them of the plans, and sought their opinion, both electronically and at our Trust desk where we spoke to many members. There was clearly a sway of opinion, and as such, we arranged an EGM of our own to discuss the plans and to seek opinion from our members how we should vote.
We also work closely with other Supporters’ Trusts through the Football Supporters’ Association, and in 99% of cases, another Trust will have been through exactly that same scenario and we would be able to use their expertise to guide us with what works and what should be avoided. As shown with the issues of MOU and NDA, we were able to ask other Trusts and within a matter of hours, we had support from 5 or 6 other clubs about their experiences with this.
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Trust membership is currently closed due to the uncertainty of the 2019-20 season. Current memberships will continue until the 2019-20 season has ended for us as a football club. We will then open membership for 2020-21 season. We are reducing membership for the 2020-21 as a one off to just £5. This is because we do not yet know what format next season will be and how much will be played behind closed doors. Also, we appreciate that the Covid-19 pandemic has impacted on many families within our community, both emotionally and financially.