Swans Trust – The morning after the day before

So that was it yesterday. The day the legal action from the Trust against the selling and buying shareholders was finally ended for the princely sum of £500,000, which we are told was stumped up by the previous selling shareholders and the deal was signed, sealed, and delivered to members at 3.15pm Tuesday afternoon.

It bought to an end many thousands of hours of work,  hours of work that I remember all too well, endless calls with legal, from a personal perspective more hours than I care to remember to prepare witness statements ready for the QC who we were told – even at last night’s AGM – was still predicting a 70% chance of success in the case.

It bought to an end an injustice that was created by a group of people who made tens of millions of pounds from the deal and effectively just probably covered the amount of money that the Trust have spent trying to correct that wrong.

And it bought to an end a deal that, had people listened to the Trust who said within hours of being informed of a potential deal that they may be interested in selling, could have been worth more than £20 million to the organisation. All lost forever, based on a ‘unanimous’ decision taken by a group of people unqualified to make that decision. And a group of people who effectively turned the Supporters Trust into a glorified supporters club overnight as opposed to an organisation designed to protect the overriding governance of the football club, holding owners to account and challenge them.

That was a bitter pill to swallow yesterday afternoon when the Trust email dropped into the inboxes of members. The unpleasant taste of that pill was just escalated yesterday when it was admitted at the AGM that the Trust “did not know” if the convertible loans were to be converted as the American owners had refused to confirm this. And they did not know where the additional (based on a Premier League promotion) payments would come from as nobody could tell them. The family silver had been sold on the back of a flimsy promise of a small bag of loose change and a guaranteed small shareholding in the club that would afford director privileges and the ability to sit and have discussions over a cup of coffee every few weeks together with a nice comfortable seat on matchdays. Sad times.

I will be the first to admit that mistakes were made by the Trust in the lead up to the sale in 2016. When the first American group disappeared the Trust were on the front foot, beyond that it was back foot for a while and mistakes were made. Too trusting in those we believed would always do right by the fans was a mistake but parts of it were understandable – we were all carried along with the good times and nobody really believed people would screw us over. We were wrong, we admitted it and countless hours were spent trying to correct that wrong when a deal was presented and recommended in 2017. A deal that makes the one signed yesterday look like two EuroMillions jackpots on consecutive Saturday draws. For all the flaws of that deal it makes this one look like a negotiation of the highest order. We know what happened next (although the current Trust board appear to have forgotten) the terms were changed, that information was placed into the public domain, the football team started to lose, relegation beckoned, and the Americans reversed out of the deal.

Years followed of the Trust board following the mandate of the members to pursue legal action. Accepting that it may never lead to a day in court as there was always the chance people would settle outside. The QC backing the Trust – and his 70% chance of a win – appears to have been lost by a board that told us it was a 30% chance of defeat last night. 30% clearly in their book being more likely than 70%.

Unfortunately for us as Trust members, the Americans had spotted a weakness in the Trust board, and they exploited it to the extreme. Taking advantage of an organisation that prides itself on supporter groups, director box seats and the occasional titbit from the top table the writing was on the wall when the final two links to the past – Lisa Clement and Andy Godden – stepped down from the advisory subgroup. The former also resigning her advisory position to the board at the same time. Nobody knew as the Trust decided to keep it quiet.

The Trust was slowly turning into something that those in charge of the club had wanted for some time and that was an effective PR machine. Happy to be included in club announcements as “the Trust was informed through the process” and even last night’s Trust AGM had more about wishing Jake Bidwell a happy future than it did about the legal action. That is not true in its entirety, but it felt that way.

I can understand a desire to reach a solution but to reach a solution with a deal that must have the 2016 sellers and buyers laughing is just incredible in the extreme. I am struggling to see any benefit in the deal and the fact that last night some key questions were not able to be answered says that they have taken the first deal on the table and been suckered in negotiations. The following was advised:

• There was no other deal on the table. It was this or no deal and the Americans “would go all the way to court” so we had to accept it
• The £500,000 is coming from the pockets of the sellers. They have no idea where the other £1.5m may come from if (and a big if) we ever got promoted again
• Despite talking about a dilution of the shares they have no idea if the convertible loan notes are to be converted. They “think so” but the Americans will not tell them. Until the deal is signed.
• The £21m was the 2016 price and there was no guarantee they would get that. This is true but the QC said it was the most likely outcome of a win.
• Why the club issued a statement that was told to us by the Trust as an ownerships statement when it was anything but is beyond us. The legal action had nothing to do with the club. Nothing at all.

That is just the tip of the iceberg and members were encouraged to park their questions until the forum on Thursday and ideally submit beforehand presumably so the answers can be scripted because, frankly, I had little faith that those answering the questions understood what they were answering. And it is fair to say that former adviser to the legal team, Lisa Clement, tied them in knots with a degree of ease that was embarrassing to watch.

We should also not lose sight of the decision not to return to the members. “Reasons of confidentiality” we are told tied up in the most unconvincing answer ever around funding, previous deals being pulled and the advice of the “legal team”. Coincidentally (well, not really) we were asked back in 2017 to try not to go to the members with a vote – firstly by the majority owners and then also by the legal team. It was elected to do back then, and it should have been now. For the avoidance of doubt the lawyers would have advised the Trust board from a legal perspective not a commercial one. The owners would not have wanted the board to go to the members because there was every chance that the members would have voted massively against taking the deal that was signed. This was the initial approach they wanted in 2017 and it does not appear to have changed four years later.

There were many comments on social media yesterday of people resigning their Trust membership and many more of those not renewing theirs. I will be one of them. Some will say that is sour grapes, but it is simply not. I openly admit we made mistakes on the board under my watch and some of those mistakes led to where we are today, but I can safely say that not one of the board members that made those mistakes would have sold the organisation out so cheaply. It took a brave board to make the decision to do that and to do it without talking to the members, but it will be a decision that unfortunately will mean that their legacy is not just tarnished. It is ruined forever. A decision was taken – clinically and systematically – by a board to execute an agreement that has many flaws – flaws that were driven through last night by previous advisers to the board – to execute a document before the members even knew it was existed. And nobody could be surprised by the reaction it caused.

And to cap all of that to do it three hours before the AGM was not coincidental it was deliberate. Probably by all parties in agreement. We were almost led to believe that there was much rushing around yesterday morning, but this was planned for several weeks to coincide with the AGM even to the level where the said meeting was held outside of the required timescale.

Some may, and clearly will if last night is anything to go by, argue that a 5% shareholding and a seat on the board is what an organisation like the Trust needs but the value and input of that seat was seen last night when it was admitted that nobody knew if the loan note was to be converted (and you can guarantee that the majority owners do) or even where the additional funding would come from (IF we ever reach the Premier League again.)

It is difficult to see where the organisation will go from here. Many long-standing members will not be renewing their membership and the board is left with their meetings with the club, their discussions over coffee and their seats in the box on matchdays. But any meaningful input into club affairs is over no matter what the promises are – the talk in the club statement of the Americans being grateful to the Trust for a way forward was nothing more than a thank you for giving in so easily, and on the back of them not having to answer some of the key questions beyond a deal that was sealed for all the wrong reasons.

The morning after the day before and it still feels as raw and painful as it did yesterday.