TOPIC: Club statement re trust meeting

Club statement dated 4 May 2025
The shareholders of CUFC Holdings held a very positive meeting with representatives of the board of CUOSC on the morning of Tuesday 3 May where a range of issues were discussed.

It was confirmed by the Holdings board that the investment offer made in December 2015 will not be pursued as it did not address a number of key issues.

It was indicated that CUFC Holdings are keen to work with CUOSC to find the right direction for the club with mutual respect for constitution, position and structure to be maintained by both parties at all times.

The agreement reached at the CUFC 1921 Ltd board meeting three weeks ago, for a contribution to be made towards the CUOSC membership fee for all 2015/16 season ticket holders, is to be honoured, with payment to be completed at the earliest opportunity.

With a view to opening the door to new investment it was indicated that CUFC Holdings will issue 1,000,000 shares, of which a minimum of 253,700 will be offered to CUOSC in £1 units (under the existing shareholder agreement). CUOSC will have 20 days to accept and six months to complete the transaction. This will leave 746,300 shares available for investment and equity conversion.

More discussions are to take place with regard to the existing 134 shares.

Further to the issue of shares, the make up of the boards of CUFC Holdings and CUFC 1921 Ltd will be reconsidered, from 1 July 2025 onwards, and CUOSC have been asked for their input on the appointment they will make to the 1921 Ltd board going forward from that date.

The board of CUFC Holdings are looking forward to working with CUOSC over the short and long term on the shared desire to bring the success we are all striving for to the football club.

LOOKS LIKE SMOKE AND MIRRORS TO ME.

So CUOSC have six months to come up with the best part of £250k?

Does anybody know what equity these shares represent ?

One big positive is getting the information out this quickly.

Doesn't look like they want a nominee for the Holdings board tho does it, the way that reads.

Simple really!

1st the trust place an offer with AJ and JN which is refused.

So now with all the pressure AJ and JN tell the trust they can accept our offer on our trusts with no guarantees.

Yeah right the trust should tell them where to go if they don't we know their motives and they more than happy working with the current regime and there'll be no change.

I'm no financial expert but what happens when the money goes we will be back to square one with even more party's.

Big NO from me!

MerseysideBlue wrote: how many times can a body issue shares? As many times as they want?

Well it would be nice if they released actual details, cause it's a statement that provides more questions than answers.

this solves nothing, absolutely nothing. It just seems like a fob off for the trust.

Waterworks wrote:
Exactly Waterworks. It looks to me as if there will be 2 classes of ordinary shares. Presumably there will be the old 134 shares maybe designated A shares with voting rights giving effective control and 'B' shares open to investment with fewer rights. I'm speculating of course.

Good assumption car wash. Unless I am missing something the 134 look like they will hold a larger club ownership % than the 1 million. It also would appear they have perhaps stolen some of laffys ideas again however it's all very confusing.

Intelligent financial people required to explain the minutiae of what this all means please.

Moorlad seems to have hit nail on head on Facebook. Can't do link I'm afraid.

Sounds to me like the Trust went for a discussion and were presented with a fait au complete.

You have to assume that the shares that are being offered to the Trust are to maintain their present %age holding as per the current agreement and has to be seen as a put up and shut up or fu ck off message and will certainly present them with a challenge to raise it unless of course Norman has anymore houses to put up.

For me the most telling bit is "This will leave 746,300 shares available for investment and equity conversion." which certainly sounds as if Jenkins is planing to turn some or all of his debt into equity.

Be interesting to hear AL.s take on this particularly his oppinion on the status of the existing 134 shares

As long as it means the three amigos are involved I would tell them where to stick it. If you read it properly it would leave us giving money to the incompetents with nothing in return weakening CUOSC. The death knell of our club Ifir one won't give another penny to the club as long as they continue to cling on to power.

Clearly the billionaire will be buying all the spare shares.

Only an idiot would give money to the present owners. They have proven over and over again how incompetent they are.

I presume that you are allowed to create new shares but some of them have a different equity value ( 250k or thereabouts = the trusts 25 % )

Which I think would mean the 750k are the same price but hold less equity?

Who do the Board take their legal advice / guidance from? Perhaps it's time for a little bit of smart commercial pressure. Start tightening the screw and saying 'Smarten up or we'll take our business elsewhere.'

I also wonder if all 1 million were sold would SP or JN lose any equity

Seems to be win win for the holdings board. If the Trust comes up with the money then the club gets more money with no real benefit to the trust. If the trust doesn't come up with more money their golden share is diluted by whoever buys the shares. If Jenkins conversation his debt to equity he is essentially no worse off but get complete control. If someone other than him buys the shares he gets some of his money back. What's the betting he'll have first dibs on the balance of shares and a say in any potential purchaser. Wonder how legally and ethically tested this blackmail plot is? Where's Andrew Lapping when you need him...

Waterworks wrote: that was sort of my question - if the trust are being asked to buy to keep their equity share then surely JN and SP will also be required to stump up cash to keep their share. Maybe they will just let AJ have them...

My understanding was that the trust had a veto on new shares being issued as unless the funds were in place to maintain their percentage then that would lead to a dilution? Hence the vote they held, which was exclusively on the proviso of AL's bid succeeding, otherwise a new vote was required.

Have I missed something here...?

If I'm getting this? The reluctants can just produce new shares willy fuckin nilly to pretty much erode the level of the trust holding and the trust can do nothing about it unless they cough up the cash to keep their level? I may have got this wrong but If I'm correct, that is disgraceful! Makes a total mockery of the trust and it's whole purpose.

ChampagneSupernova wrote:
I'm thinking they only have the right to buy shares to maintain their shareholding. Not sure whether they are needed for permission to issue extra shares. Theoretically JN and SP would be in the same position unless some sort of mechanism was put in place to protect them but that would be kind of unfair wouldn't it...

Surely they can not just issue new shares which dilutes the existing shareholders shares, unless all parties agree to it ? I read it as more like if the trust accept the proposal it will go ahead, maybe if the trust bought 250k they will retain an existing equity and the minimum of 250k would give them more than the 25% or thereabouts that they currently hold ? So it's knocking back the proposed 2 million of investment but giving them the chance to increase their shareholding, kind of well if you have 2 million quid ready to invest spend 1 million of it on these newly issued shares ?

Waterworks wrote:
And if that's the case and the Trust say no they'll be blamed for 'blocking' investment won't they?

If the 134 A shares had all the rights to vote on important matters and the Trust maintained the veto on ownership then all CUOSC would be entitled to is first dibs on 25.37% of a new share issue of B shares. There has to be two classes of share because if the 134 original shares were identical to the new million shares the Trust would face a £199,966 write off of its existing investment in CUFC.
It looks to me as if they are trying to encourage the Trust to pump in £250k plus their backer's cash and in return AJ will convert some of his loan.

It reads to me that the trust have to be offered the chance to purchase shares to keep their level, if they choose not to or can't find the lolly to do so, then the cuntstodains can say "tough luck" and carry on regardless.

ChampagneSupernova wrote:
Yes i believe the Trust do have a veto otherwise i doubt that they would even have been invited to this meeting.

not doubting what you say but it doesn't really read like that. the trust have been offered the chance to buy shares, they have a time limit to accept and then complete the transaction, what if they don't want to? or can't find the dosh? or the transaction cant be completed within the timescale?

Then their shares are diluted and offered for sale to others? AJ for example...

Edited to add I haven't a clue if this is true or not.

Bruntonpasty wrote:
Well the Trust have been put in a no win situation if you ask me

They veto the issue..................They will be blamed for blocking a 1m pound investment in the club

They go along with it and fail to raise their part...............They will lose their veto and golden share in a dilution.

Maybe they can go back to what was suggested to them 10 years ago take a massive gamble and put their stake up as security on a loan to raise the cash. Difference is last time it was to increase their shareholding not as this time just to maintain it.

So not really worth the risk.

Maybe best just to veto this and put a better thought out counter offer on the table to negate the shit.

But one thing that is for sure by this move Jenkins isnt planning on going anywhere anytime soon.

This statement is designed to put the Trust on the back foot and corner them.

There is of course no detail on how the other £750k is being allocated-it could for example be a debt conversion of some AJ debt so the only real money is the Trust's which could be used to pay back AJ!

The Trust should demand detail at every level before they can make any decision-I wouldn't put money into something as loose.They should also get some proper legal advice as their golden share is now under serious threat.

As for investing into the existing regime,I will leave that to others to judge!!

Just read this Northern Soul-totally agree

I'm probably wrong but, I think what the trust have is a right to buy a percentage of any new shares issued to maintain their holding, not a veto to new share introduction. The effect is as you say though, a choice they can't fulfill is no choice!

I'm no expert on shares but I doubt the directors without full consent of each shareholder can just list the shares and say well if you don't find the cash you have lost your shares.

To me it seems they have had this meeting and this is the boards offer whilst refusing the 2 million proposal as I said above.

Like carwash said the key will be if the shares have a different class or different voting rights etc

In your opinion Laffy what % will the 134 likely hold ?

Having been at that last recent Trust forum, I wouldn't be surprised in the slightest if they actually wanted to go ahead with this share issue.

Two other things.

1. If the CUFC board are now pushing this share issue idea then are they actually going to admit there never was a billionaire?

2. It proves they want to stay in charge regardless of the betterment of the club. Which says a hell of a lot about them sadly.

Will the trust have to consult the membership via the ballott box?

Well it appears £250k maintains your 25pc so it looks like club valued at £1m pre money,£2m post money ie £3m less debt.

In your experience Laffy, can you issue shares that hold different equity values ?

Lots of things you can do but best to secure agreement from all stakeholders first

Cuosc press release re the meeting

www.cuosc.org.uk/pressreleases.shtml#P26

Waterworks wrote:
I Cant see how they can be different [ say A and B shares ] as this wouldnt work in relation to maintaing the Trusts percentage. Its easy to see how it would work in Relation to Jenkins he just writes of debt to the value of £360k but not sure how Nixon and Pattison would find the 180k each unless Jenkins has agreed to fund theirs from his debt.

But surely that would make the whole thing a waste of time Jenkins writing off 750K of debt just to get the Trusts 250k unless of course Nixon and Pattinson are willing to dillute but i cant see that.

Or are the 3 of them saying theyre all willing to dillute in able to allow 750k of new investment to come in.

Going to need a miracle now to rid us of these parasites only an aggressive take over will work. They surely are no so hard faced that they can carry on insulting the fans and anyone with genuine aspirations to take the club over and run it properly.

Would they not have to put the 750k in though ?

And why would the trust put 250k in basically to buy what they already have

All the Trust has to do is ask for a detailed proposal-then make an informed decision.The risk here is they are caught in the vacuum

Waterworks wrote:
You can. That's what Brewdog do everytime they do their 'Equity for Punks' scheme and they've done that 4 times so far raising about £25m. All of the ones they sell are B shares, I think the most recent sale was for something like 8% of the B shares. The shares they were selling were 1p shares sold for £47.50 though.

DeckchairBlue wrote:
And their last offer was 33% under subscribed

But not so simple when you have to bring the Trusts golden shareholding into the equation.and i cant see their being a similar interest in us if we were to try it.

And i cant see where theyre going to magic up these investors to buy them without any input at board level.